/raid1/www/Hosts/bankrupt/TCR_Public/250211.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, February 11, 2025, Vol. 29, No. 41
Headlines
13007 YUKON AVENUE: Sec. 341(a) Meeting of Creditors on March 3
13040 CERISE: Seeks Chapter 11 Bankruptcy in California
1800 CORDON ROAD: Files Chapter 11 Bankruptcy in Oregon
3RP RECYCLING: Case Summary & 20 Largest Unsecured Creditors
500 MALLS: TT Family Interest Up for Auction on March 11
A.M. ARTEAGA: Unsecureds to Get 3 Cents on Dollar in Plan
ABG INTERMEDIATE 2: Moody's Rates New $1BB First Lien Loan 'B1'
ACCELERATE DIAGNOSTICS: Fails to Meet Nasdaq's MVLS Requirement
ADB ENTERPRISES: Seeks to Use Cash Collateral Until June 7
AIR INDUSTRIES: Expands Webster Bank Term Loan by $1.6-Mil.
ALPHA EQUIPMENT: Seeks Chapter 11 Bankruptcy Protection in Illinois
AMSTED INDUSTRIES: S&P Affirms 'BB' Rating on Sr. Unsecured Notes
API GROUP: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable
ARRAY MIDCO: Moody's Withdraws 'Caa1' Corporate Family Rating
ARTEAGA DENTAL: Unsecureds to Get 8 Cents on Dollar in Plan
ARTISAN CONSUMER: Engages Fruci & Associations as New Auditor
BAKER EQUITY: Creditors to Get Proceeds From Liquidation
BALANCE LIFE: Must Pay Chapter 11 Filing Fee in Full, Court Says
BIG LOTS: Johnstown Location to Stay Open Under New Owner
BIOXCEL THERAPEUTICS: Stockholders OK Reverse Stock Split
BLACKBERRY LIMITED: Completes $120MM Sale of Cylance to Arctic Wolf
BOWLING CENTER: Updates Restructuring Plan Disclosures
BPGIC HOLDING: Feb. 18 Meeting of Creditors in Cayman Case
BUFFALO NEWSPRESS: Files Chapter 11 Bankruptcy in New York
C.I.I. INC: Seeks Chapter 11 Bankruptcy in Nevada
CAPITAL COMMERCIAL: Unsecured Creditors to Split $57K in Plan
CELULARITY INC: Registers Shares, Warrants for Possible Offering
COMMUNITY HEALTH: Morgan Stanley Holds 6.2% Equity Stake
CONROE CORRAL: Case Summary & Eight Unsecured Creditors
COSMOS HEALTH: CEO Grigorios Siokas Holds 17% Equity Stake
COSMOS HEALTH: Secures EUR2.2M Bond Loan for Strategic Growth
CRUCIBLE INDUSTRIES: To Sell All Assets; Feb. 13 Bid Deadline Set
CRYPTO COMPANY: Increases Promissory Note With AJB Capital to $157K
CRYPTO COMPANY: Signs Consulting Deal With YWRC Holdings
DEEP SOUTH SILK: Jodi Dubose Named Subchapter V Trustee
DIVERSIFIED HEALTHCARE: Sells 3 Life Science Properties for $159MM
EASTSIDE DISTILLING: Increases Authorized Common Shares to 100MM
EASTSIDE DISTILLING: Launches Beeline Labs With BlinkQC Solution
EMX ROYALTY: Acquires Additional 1% NSR Royalty on Peru Copper Mine
ENERGY TRANSFER: Fitch Affirms BB+ Rating on Jr. Subordinated Debt
ENVERIC BIOSCIENCES: Nets $4.3 Million in Public Offering
EPIC! CREATIONS: Court Approves March 25 Auction for All Assets
EURO CONSTRUCTION: Jeanette McPherson Named Subchapter V Trustee
EVOKE PHARMA: Nantahala Capital Holds 15.99% Stake as of Feb. 3
FAM BAM: Mark Sharf Named Subchapter V Trustee
FCA CONSTRUCTION: Proposes Immaterial Modifications to Plan
FREEDOM MORTGAGE: Fitch Gives 'B+(EXP)' on New $500MM Unsec. Notes
FREEDOM MORTGAGE: Moody's Rates New $500MM Sr. Unsecured Bond 'B2'
FTX TRADING: Initial Creditor Distributions Begin Feb. 18
GMB TRANSPORT: Claims to be Paid From Ongoing Operations
GOL LINHAS: Cleary Gottlieb Updates List of Secured Noteholders
H-FOOD HOLDINGS: Sussman & Moore Represents Utility Companies
HALL OF FAME: Increases Loan Facility With CH Capital to $4.15-Mil.
HAYDALE CERAMIC: Case Summary & 20 Largest Unsecured Creditors
HDTSOKANOS LLC: Case Summary & Three Unsecured Creditors
HEART OF GOLD: Jill Durkin of Durkin Law Named Subchapter V Trustee
HEART OF GOLD: Seeks to Use Cash Collateral
HIREX INC: Seeks Subchapter V Bankruptcy in New York
HNO INTERNATIONAL: Delays 10-K Filing Due to Compilation Issues
HOUZE AMERICA: Tamara Miles Ogier Named Subchapter V Trustee
INGLESIDE AT KING: Fitch Alters Outlook on 'BB-' IDR to Positive
INTEGRITY CELEBRATIONS: Files Chapter 11 Bankruptcy in Wisconsin
INTRUSION INC: Regains Compliance With Nasdaq Bid Price Rule
J. HOWELL TILLER: Daniel Etlinger Named Subchapter V Trustee
JAGUAR HEALTH: John Fife, Fredrick Waid Hold 9.9% Stake Via Uptown
JERVOIS TEXAS: Unsecureds Unimpaired in Prepackaged Plan
JETSON LLC: Unsecured Creditors Will Get 3% of Claims in Plan
JL DANIELS: John Caraway Named Subchapter V Trustee
KANSAI INC: Unsecured Creditors Will Get 10% of Claims in Plan
KBS REIT: Gets $4.97M Advance Under January Extension Agreement
KRT INC: Case Summary & 20 Largest Unsecured Creditors
LAXMI CAPITAL: Inks Deal to Extend Cash Collateral Use to April 30
LI-CYCLE HOLDINGS: Glencore Entities Hold 66.4% Stake as of Jan. 18
LISBON CONCRETE: Unsecureds Will Get 11% of Claims in Plan
LIVEONE INC: Modifies Credit Facility, Lowers Principal to $3.75MM
M3B SFR LLC: Case Summary & Five Unsecured Creditors
M6 ETX II: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
MAWSON INFRASTRUCTURE: Celsius Awarded $8.14MM in Arbitration Case
MAWSON INFRASTRUCTURE: Receives Nasdaq's MVLS Deficiency Notice
MGT CAPITAL: Swings to $296K Net Income in Q1 2024
MID-ATLANTIC RHEUMATOLOGY: Gets Interim OK to Use Cash Collateral
MID-ATLANTIC RHEUMATOLOGY: Monique Almy Named Subchapter V Trustee
MULTIPLAN CORP: Davis Polk Advised Noteholders on Debt Exchange
MVL INVESTMENTS: Sec. 341(a) Meeting of Creditors on March 5
NJ MOBILE: Updates Unsecured Claims Pay Details
NOVA CONSTRUCTORS: Glen Watson Named Subchapter V Trustee
OFFICE PROPERTIES: S&P Downgrades ICR to 'CC', Outlook Negative
OFFICE PROPERTIES: S&P Downgrades ICR to 'CC', Outlook Negative
OHANA AMERICA: Michael Markham Named Subchapter V Trustee
ORB TERTIUS: Files Emergency Bid to Use Cash Collateral
OUTBRAIN INC: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
OUTFRONT MEDIA: BlackRock Reports 15.2% Equity Stake
OUTKAST ELECTRICAL: Unsecureds Will Get 24% of Claims over 5 Years
PENNYMAC FINANCIAL: Moody's Rates New $650MM Unsecured Notes 'Ba3'
PLASKOLITE PPC: S&P Downgrades ICR to 'CCC', On Watch Developing
PROSPECT MEDICAL: Russell Johnson Represents Utility Companies
PULASKI SAVINGS: First Bank Failure of 2025
R & R TRAILERS: Case Summary & 20 Largest Unsecured Creditors
RIVER SPRINGS: S&P Places 'BB+' Bonds Rating on Watch Negative
SAFE & GREEN: Issues $143,750 Promissory Note to 1800 Diagonal
SAFE & GREEN: Subsidiary Sells $104,930 in Receivables for $70,000
SNS OG LLC: Closes Restaurant to Liquidate Assets, Repay Creditors
STAR LEASING: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
TECTA AMERICA: Moody's Downgrades CFR to 'B2', Outlook Stable
TEXAS OILWELL: Case Summary & 17 Unsecured Creditors
TRANSMONTAIGNE PARTNERS: Fitch Affirms 'B' IDR, Outlook Stable
TRANSMONTAIGNE PARTNERS: Moody's Rates New 2030 Unsec. Notes 'Caa1'
TRUENORTH PROJECTS: Public Auction Again Moved, Set to Feb. 18
UNIVERSAL BIOCARBON: Gets Interim OK to Use Cash Collateral
US HOUSING: Section 341(a) Meeting of Creditors on March 12
VERRICA PHARMACEUTICALS: Fails to Meet Nasdaq Bid Price Rule
VERTEX ENERGY: Nasdaq Delists Securities
WE BE BOOK'N: Continued Operations to Fund Plan Payments
WEBSTER GIRLS: Samuel Dawidowicz Named Subchapter V Trustee
WHITE FOREST: Case Summary & 30 Largest Unsecured Creditors
WINDTREE THERAPEUTICS: Stockholders OK Reverse Stock Split
WORKSPORT LTD: Purchases Bitcoin, Ripple for New Crypto Strategy
WYCKOFF EQUITIES: Sam Della Fera Named Subchapter V Trustee
ZDK COMPANY: Claims to be Paid From Available Cash and Income
ZIPS CAR: Suffered Cash Flow Issues Prior to Bankruptcy Filing
[] Brevard Property Up for Auction on March 12
[] Cleveland Commercial Property Up for Sale on February 13
[] Garnet Capital Closes $117M Subprime Lease Portfolio Sale
[] Tiger Group Promotes Ryan Davis to Chief Operating Officer
[] Tiger Sees Secondary-Market Demand for Green Startups' Assets
[] Trucking Terminals & Vacant Land Up for Sale
[^] Large Companies with Insolvent Balance Sheet
*********
13007 YUKON AVENUE: Sec. 341(a) Meeting of Creditors on March 3
---------------------------------------------------------------
On February 3, 2025, 13007 Yukon Avenue, Hawthorne 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 $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 March 3,
2025 at 09:00 AM at UST-LA2, TELEPHONIC MEETING. CONFERENCE
LINE:1-866-816-0394, PARTICIPANT CODE:5282999.
About 13007 Yukon Avenue, Hawthorne LLC
13007 Yukon Avenue, Hawthorne LLC is a single asset real estate
debtor, as defined in 11 U.S.C. Section 101(51B)).
13007 Yukon Avenue, Hawthorne LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-10880) on
February 3, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $10 million and $50 million each.
Honorable Bankruptcy Judge Barry Russell handles the case.
The Debtor is represented by:
Matthew A. Lesnick, Esq.
LESNICK PRINCE PAPPAS & ALVERSON LLP
315 W. Nith St., Suite 705
Los Angeles, CA 90015
Tel: (213) 493-6496
E-mail: matt@lesnickprince.com
13040 CERISE: Seeks Chapter 11 Bankruptcy in California
-------------------------------------------------------
On February 4, 2025, 13040 Cerise ZAV LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the District of
Oregon.
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 13040 Cerise ZAV LLC
13040 Cerise ZAV LLC is a single asset real estate debtor, as
defined in 11 U.S.C. Section 101(51B).
13040 Cerise ZAV LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Or. Case No. 25-10882) on February 4,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $10 million and $50 million each.
Honorable Bankruptcy Judge Deborah J. Saltzman handles the case.
The Debtor is represented by:
Matthew A. Lesnick, Esq.
LESNICK PRINCE PAPPAS & ALVERSON LLP
315 W. Ninth St., Suite 705
Los Angeles, CA 90015
Tel: (213) 493-6496
Email: matt@lesnickprince.com
1800 CORDON ROAD: Files Chapter 11 Bankruptcy in Oregon
-------------------------------------------------------
On February 5, 2025, 1800 Cordon Road LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the District of
Oregon.
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 1800 Cordon Road LLC
1800 Cordon Road LLC is a single asset real estate debtor, as
defined in 11 U.S.C. Section 101(51B).
1800 Cordon Road LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Or. Case No. 25-60335) on February 5,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
The Debtor is represented by:
Joseph A. Field, Esq.
FIELD JERGER LLP
PO Box 13326
Portland, OR 97213
Tel: 503-515-3310
E-mail: joe@fieldjerger.com
3RP RECYCLING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 3RP Recycling, LLC
DBA Three River Plastics
515 Ash Street
Mc Gehee, AR 71654
Business Description: 3RP Recycling, dba 3 Rivers Plastics,
specializes in recycling heavily soiled
plastic film materials, including those
contaminated with fats, oils, grease, dirt,
and other organic substances. Its state-of-
the-art facility uses advanced sorting,
cleaning, and processing techniques to
efficiently handle and recycle these
materials into high-quality plastic pellets.
The Company provides sustainable solutions
for managing difficult-to-recycle plastic
waste, ensuring efficient processing and
environmental responsibility.
Chapter 11 Petition Date: February 7, 2025
Court: United States Bankruptcy Court
Eastern District of Arkansas
Case No.: 25-10414
Judge: Hon. Phyllis M Jones
Debtor's Counsel: Kevin P. Keech, Esq.
KEECH LAW FIRM, PA
POB 194
Amity, AR 71921
Tel: 501-221-3200
Fax: 501 221 3201
E-mail: kkeech@keechlawfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nathan Bailey as 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/BIBQSLY/3RP_Recycling_LLC__arebke-25-10414__0001.0.pdf?mcid=tGE4TAMA
500 MALLS: TT Family Interest Up for Auction on March 11
--------------------------------------------------------
Thorofare REIT V CNB LLC ("secured party") will sell at a public
auction (i) 100% of the issued and outstanding limited liability
company interests held by TT Family 500 Halls Mill LLC ("pledgor"),
in 500 Halls Mill Holdings LLC ("pledged entity") and (ii) all
related rights and property relating thereto, including all items
included within the definition of "pledged collateral" as set forth
in the pledge and security agreement dated June 30, 2022,.
The collateral secures debt owing by the pledged entity and by
extension, pledgor to secured party in an amount of not less than
$28,429,462 plus unpaid interest and fees, attorney's fees and
other charges including the costs to sell the collateral ("debt").
Upon information and belief of secured party, without any
representations or warranties, the principal asset o the pledged
entity is the real property located at 500 Halls Mill Road,
Freehold, New Jersey 07728 ("property").
The public sale will be held on March 11, 2025, at 10:00 a.m.
Eastern Time, at the offices of the secured party's counsel,
Herrick Feinstein LLP, One Gateway Center, 9th Floor, Newark, New
Jersey. The public sale will be conducted by Matthew D. Mannion of
Mannion Auctions LLC.
Pursuant to the terms of the sale, among other things, an earnest
money deposit in the form of a money order, certified of cashier's
check or wire transfer will be required pursuant to the
instructions provided by escrow agent identified by the secured
party prior to the public sale in the amount of $250,000.
Parties interested in bidding on the collateral must contact the
secured party's broker, Gary Gabriel of Cushman & Wakefield at
(201) 460-3352 x353352, gary.gabriel@cushwake.com, with a copy to
David R. King (dking@herrick.com). Upon execution of standard
non-disclosure agreement, additional documentation and information
will be available. Interested parties who do not contact broker
and do not register by March 3, 2025, 5:00 p.m., Eastern Time, will
not be permitted to participate in bidding at the public sale.
A.M. ARTEAGA: Unsecureds to Get 3 Cents on Dollar in Plan
---------------------------------------------------------
A.M. Arteaga DDS, Inc., filed with the U.S. Bankruptcy Court for
the Central District of California a Plan of Reorganization for
Small Business dated January 27, 2025.
The Debtor is a California corporation. Anamaria Arteaga, DDS,
graduated from the University of Guayaquil dental school in 1982
and the USC dental school in 2000.
In 2007, Dr. Arteaga opened her first practice, Arteaga Family and
Cosmetic Dentistry, in Baldwin Park, CA. In 2016, Dr. Arteaga and
her partner, Ms. Eloisa Gonzalez, opened a second practice, A.M.
Arteaga DDS, Inc, (AMA), in Rialto, CA. In 2018, Dr. Arteaga sold
Arteaga Family and Cosmetic Dentistry, and she and Ms. Gonzalez
opened Arteaga Dental Corporation (ADC) in San Bernadino, CA.
In 2021, the Debtor and ADC were jointly sued in a wrongful
termination case filed by Dr. Afifi, an associate dentist. In 2024,
the Debtor and ADC suffered a $1,000,000 judgement in the case and
an estimated $800,000 in attorney's fees. In 2023, another dentist
moved into the Debtor's shopping center and business further
declined. Debtor filed its chapter 11 petition on October 28, 2024,
to maintain its operations and implement a reorganization plan
after multiple attempts at settlement were rejected.
The Debtor determined that it could not remain profitable and
closed the office on December 31, 2024. Brokers advised the Debtor
that an office which is losing money has no resale value. Debtor
attempted to liquidate their inventory and equipment, which
consisted primarily of used office furniture and old computers.
Debtor was informed by several liquidation services that they were
of no significant value. Debtor's fixtures included 4 dental chairs
and 3 X-ray machines, which were permanently installed and could
not be removed under the conditions of the lease.
The Debtor is continuing to collect accounts receivables for past
dental services. Debtor anticipates that all collections will be in
hand by March 31, 2025, as which time the Plan payment will be
distributed.
The Debtor's plan is a liquidating plan. Debtor will pay all
proceeds from liquidation to creditors pursuant to the plan.
This Plan of Reorganization proposes to pay creditors of the Debtor
from liquidation proceeds.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 3 cents ($.03) on the dollar. This Plan also
provides for the payment of administrative and priority claims.
Class 3 consists of Nonpriority unsecured creditors. Allowed Claims
totaling approximately $2,050,613.80 (POC #s 1, 4 and 5 on Exhibit
D (POC # 5 is believed to be included in POC # 3 making that aspect
of the claim a duplicate) and Schedule F creditors 3.1, 3.4, 3.5
and 3.7 also included in Exhibit D shall receive a pro rata share
of Debtor's liquidation proceeds.
The Debtor's plan will be implemented as follows:
* The Debtor will complete the liquidation of the assets of
the estate.
* On the Effective Date, unclassified and priority claims will
be paid in full, unless otherwise agreed by the claimant. Any net
proceeds after payment of such senior claims, will be paid pro-rata
to Allowed Class 2 and 3 claimants.
* The Debtor wind up its affairs and dissolve under California
law.
A full-text copy of the Plan of Reorganization dated January 27,
2025 is available at https://urlcurt.com/u?l=38u88R from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Lewis R. Landau, Esq.
22287 Mulholland Hwy., #318
Calabasas, CA 91302
Telephone: (888) 822-4340
Facsimile: (888) 822-4340
Email: Lew@Landaunet.com
About A.M. Arteaga DDS Inc.
A.M. Arteaga DDS, Inc. is primarily engaged in the private or group
practice of general or specialized dentistry or dental surgery.
A.M. Arteaga DDS sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-16442) on
October 28, 2024, with assets between $50,000 and $100,000 and
liabilities between $1 million and $10 million. Anamaria Arteaga,
chief executive officer of A.M. Arteaga DDS, signed the petition.
Judge Scott H. Yun oversees the case.
Lewis R. Landau, Esq., serves as the Debtor's legal counsel.
ABG INTERMEDIATE 2: Moody's Rates New $1BB First Lien Loan 'B1'
---------------------------------------------------------------
Moody's Ratings assigned a B1 rating to ABG Intermediate Holdings 2
LLC's (dba Authentic Brands; "ABG") proposed $1 billion backed
senior secured first lien delayed draw term loan due 2032. At the
same time, Moody's affirmed ABG's existing ratings, including its
B1 corporate family rating, B1-PD probability of default rating and
the B1 ratings on its backed senior secured first lien bank credit
facilities. The outlook remains stable.
Proceeds from the new term loan will be used to repurchase a
portion of existing shareholder equity and for general corporate
purposes. The ratings are subject to the transaction closing as
proposed and review of final documentation.
The affirmation of ABG's B1 CFR reflects governance risks,
including financial and M&A strategies that have led to high
leverage driven by both its acquisitive nature and financial
sponsor ownership. The proposed transaction will materially
increase and debt and leverage, highlighting the risks of being
privately owned and resulting in limited cushion to absorb any
adverse fluctuations in near term performance or credit metrics.
ABG's pro forma Moody's-adjusted debt-to-EBITDA will increase to
around 5.5x from around 4.5x as of September 2024, including the
company's outstanding unrated convertible notes and acquisition
related contingent considerations as debt. However, the affirmation
also reflects ABG's material scale and brand diversity, as well as
its demonstrated ability to maintain profitable growth with strong
margins and free cash flow in a very challenging environment over
the past several years. When coupled with debt reduction, the
company has demonstrated the ability to significantly reduce
leverage over time.
RATINGS RATIONALE
ABG's B1 CFR reflects its relatively stable and predictable revenue
and cash flow streams it receives in the form of royalty payments
from its licensees, which include significant contractually
guaranteed minimums ("GMRs") and potential overages (payments made
in excess of GMRs). The company has exhibited steady operating
performance over the past several years, including demonstrated
resilience through the coronavirus pandemic and more recent
challenging consumer spending environment. Also, its inherently
asset-light licenser business model carries low fixed overhead
costs and supports the company's strong operating margins and
associated free cash flow generation. Liquidity is good, supported
by balance sheet cash, ample free cash flow and excess revolver
availability.
The rating also reflects financial strategies that have led to high
leverage driven by both its acquisitive nature and financial
sponsor ownership; but also acknowledges its track record of
reducing leverage following acquisitions. While leverage can
fluctuate based on timing and size of transactions, over time
Moody's expect ABG to maintain debt/EBITDA below 5.0x and
EBIT/interest of at least 2.5x. The company also has moderate brand
and licensee concentrations, and the potential exists for execution
challenges associated with its acquisition-based growth strategy.
The stable outlook reflects Moody's expectation for continued
revenue and profit growth over the next 12 months, with continued
high margins, strong positive free cash flow and debt reduction,
resulting in Moody's-adjusted debt/EBITDA falling below 5.0x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company experiences weaker
than anticipated operating performance including from challenges
integrating acquired brands, the non-renewal of licenses or
renewals of its licenses at materially lower revenue streams.
Ratings could also be downgraded should ABG adopt more aggressive
financial policies or liquidity weakens. Specific metrics include
debt-to-EBITDA sustained above 5.5 times or EBITA-to-interest
sustained below 2.25 times.
The ratings could be upgraded if the company maintains its strong
operating performance, including meaningful organic revenue growth
while maintaining strong margins, free cash flow and good
liquidity. A ratings upgrade would also require a reduction in
private equity ownership and board representation, and a commitment
to and maintenance of a more conservative financial policy,
including maintaining debt-to-EBITDA below 4.5 times and
EBITA-to-interest expense above 3.0 times.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in New York, NY, ABG Intermediate Holdings 2 LLC is
the borrowing entity for holding company Authentic Brands Group
LLC. Authentic Brands is a brand management company with a
portfolio of over 50 brands. The company also has control over the
use of the name, image and likeness of several celebrities. The
company is majority owned by private equity firms and other
co-investors, with affiliates of BlackRock, Inc. being the largest
current shareholder. Others include CVC Capital Partners, General
Atlantic, HPS Investment Partners and Leonard Green & Partners.
Authentic Brands is privately owned and does not publicly disclose
its financial information. Pro forma revenue approached $1.7
billion for the twelve month period ended September 2024.
ACCELERATE DIAGNOSTICS: Fails to Meet Nasdaq's MVLS Requirement
---------------------------------------------------------------
Accelerate Diagnostics, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that it received
written notice from the Listing Qualifications Staff of the Nasdaq
Stock Market, LLC notifying the Company that, for the last 30
consecutive business days prior to January 28, 2025, the Company's
Market Value of Listed Securities (as defined under Nasdaq rules)
was below the minimum of $35 million required for continued listing
on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has
provided the Company with 180 calendar days, or until July 28,
2025, to regain compliance with the MVLS Requirement. If, at any
time before the Compliance Date, the Market Value of the Company's
common stock (calculated in accordance with Nasdaq rules) closes at
$35 million or more for a minimum of ten consecutive business days,
Nasdaq will provide written confirmation to the Company and close
the matter.
The Notice does not result in the delisting of the Company's common
stock from the Nasdaq Capital Market. However, in the event the
Company does not regain compliance with the MVLS Requirement prior
to the Compliance Date, the Company will receive written
notification that its common stock will be subject to delisting. At
that time, the Company may appeal the Staff's delisting
determination to a Nasdaq Hearing Panel.
The Company is evaluating potential actions to regain compliance
with the MVLS Requirement and intends to actively monitor the
market value of its common stock. There can be no assurance that
the Company will regain compliance with the MVLS Requirement or
otherwise maintain compliance with any of the other Nasdaq listing
requirements.
About Accelerate Diagnostics
Tucson, Ariz.-based Accelerate Diagnostics, Inc. is an in vitro
diagnostics company dedicated to providing solutions that improve
patient outcomes and lower healthcare costs through the rapid
diagnosis of serious infections.
Phoenix, Ariz.-based Ernst & Young LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
March 28, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
During the year ended December 31, 2023, Accelerate Diagnostics had
a net loss of $61.6 million. As of September 30, 2024, Accelerate
Diagnostics had $32.3 million in total assets, $80.8 million in
total liabilities, and $48.5 million total stockholders' deficit.
ADB ENTERPRISES: Seeks to Use Cash Collateral Until June 7
----------------------------------------------------------
ADB Enterprises, LLC asked the U.S. Bankruptcy Court for the
District of New Mexico for authority to use cash collateral from
Feb. 7 to June 7.
The company needs to use cash collateral to pay supplies,
inventory, gross receipts taxes, professional fees, utility bills,
and expenses incidental to the day-to-day operations of the
business.
Prior to the COVID pandemic, ADB was thriving in its online sales
business. During the pandemic, ADB had to hire additional staff in
order to keep up with the demand. However, after the pandemic,
online sales dropped significantly. ADB kept on staff that it had
hired for too long, not wanting to lay off anyone. While
commendable to want to keep people employed, the business suffered
and became unable to pay back the money that was lent to it.
On December 21, 2018, ADB obtained financing in the form of an SBA
loan from Independence Bank in the amount of $150,000. The value of
all collateral pledged to Independence Bank/Northeast Bank on the
petition date was $105,559. The company estimates that the
approximate remaining balance of this loan on the petition date was
$90,000. On March 6, 2023, Independence Bank filed an amendment to
its UCC Financing Statement changing its name to Northeast Bank
(Filing No. 20239784335G). On October 9, 2023, Northeast Bank filed
a Continuation of UCC Financing Statement.
In 2019 and later renewed on November 4, 2022, ADB obtained
financing Amazon Capital Services in the amount of $395,000. The
value of all collateral pledged to Amazon on the petition date was
$105,559. The company estimates that the approximate remaining
balance of this loan on the petition date was $288,219.
On May 16, 2020, ADB obtained financing in the form of an SBA loan
from the U.S. Small Business Administration in the amount of
$150,000. The loan was later modified to increase the amount to
$500,000. The value of all collateral pledged to Amazon on the
petition date was $105,5589. The company estimates that the
approximate remaining balance of this loan on the petition date was
$518,019.
On April 7, 2023, Secured Lender Solutions filed UCC Financing
Agreement No. 20230147571A. When ADB first filed the Motion to Use
Cash Collateral, it believed that this was the lien held by
Kapitus. However, it has now been discovered that it is not
Kapitus's lien and ADB does not know what this lien is for. ADB's
research shows that SLS is now closed and is no longer doing
business. Further, ADB has been unable to get information regarding
this lien from SLS's registered agent, Corporation Service Company,
ADB has no knowledge of this debt and does not believe that it owes
SLS anything.
On November 16, 2023, ADB obtained financing from Kapitus in the
amount of $150,000. This security interest was perfected with the
filing of UCC Financing Statement No. 20230156209A on November 17,
2023. The value of all collateral pledged to Kapitus on the
petition date was $105,559. The company estimates that the
approximate remaining balance of this loan on the petition date was
$170,000.
On May 2, 2023, ADB contracted Innovation Refunds to attempt to get
them an ERC tax refund. The company agreed to a contingency fee
agreement which would pay 25% of the refund recovered to Innovation
Refunds. In exchange for this service, ADB granted Innovation
Refunds a security interest in the ERC Funds, if recovered. This
security interest was perfected with the filing of UCC Financing
Statement No. 20230157473E on December 22, 2023.
As adequate protection, ADB proposed to grant Independence Bank,
Amazon, SBA, SLS, Kapitus, and Innovation Refunds, replacement
liens on post-petition cash collateral, to the same extent and with
the same priority as they held valid liens on such collateral
pre-petition, without necessity of any filing or recording to
establish perfection of such post-petition liens.
About ADB Enterprises LLC
ADB Enterprises, LLC operates an online sales business.
ADB Enterprises filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. N.M. Case No. 24-11214) on November
13, 2024, listing up to $100,000 in assets and up to $10 million in
liabilities. Daniel Behles, Esq., at 709 Consulting, LLC, serves as
Subchapter V trustee.
Judge Robert H. Jacobvitz oversees the case.
Jason M. Cline, Esq., at Jason Cline, LLC, represents the Debtor as
legal counsel.
AIR INDUSTRIES: Expands Webster Bank Term Loan by $1.6-Mil.
-----------------------------------------------------------
Air Industries Group disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that it entered into the
Eighth Amendment to Loan and Security Agreement with Webster Bank.
In the Eighth Amendment, Webster Bank relaxed the financial
covenants in the agreement, permitted the repayment of the
Company's subordinated debt, and expanded its Term Loan by
approximately $1.6 million. These funds will be used for the
purchase of new state of the art machinery, costing approximately
$1.9 million. This investment in production equipment will support
the recently announced $33 million contract and will greatly
increase throughput.
Lou Melluzzo, Chief Executive Officer of Air Industries Group,
commented: "Webster Bank has been our primary lender and a vital
partner to Air Industries for five years. This increase in our
equipment term loan facilitates the purchase of two new state of
the art machines to expand the production of components for the
CH-53K heavy lift helicopter. These new machines will duplicate an
existing production cell, doubling the production capacity for
these products.
"Our loan facility with Webster matures at the end of this year.
Negotiations for an extension of the facility will begin in the
second quarter, after the filing of our Form 10-K. Webster Bank has
been a phenomenal partner to work with, and we have a high degree
of confidence that we will be successful in extending the loan
facility."
About Air Industries
Headquartered in Bay Shore, New York, Air Industries Group (NYSE
American: AIRI) is a manufacturer of precision components and
assemblies for large aerospace and defense prime contractors. Its
products include landing gears, flight controls, engine mounts, and
components for aircraft jet engines, ground turbines, and other
complex machines.
Saddle Brook, New Jersey-based Marcum LLP, the Company's auditor
since 2008, issued a "going concern" qualification in its report
dated April 15, 2024. The report noted that for the period ending
March 31, 2024, the Company was not in compliance with the
financial covenants required under the terms of its current credit
facility. It is reasonably possible that the Company will not
receive a waiver and may fail to meet these financial covenants in
future periods. The Company is required to maintain a collection
account with its lender into which substantially all of the
Company's cash receipts are remitted. If the Company's lender were
to cease lending and keep the funds remitted to the collection
account, the Company would lack the funds to continue its
operations. Failure to receive a waiver or meet the financial
covenants in future periods raises substantial doubt about the
Company's ability to continue as a going concern.
As of September 30, 2024, Air Industries Group had $50.4 million in
total assets, $35.7 million in total liabilities, and $14.7 million
in total stockholders' equity.
ALPHA EQUIPMENT: Seeks Chapter 11 Bankruptcy Protection in Illinois
-------------------------------------------------------------------
On February 7, 2025, Alpha Equipment Company filed Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Illinois.
According to court filing, the Debtor reports $2,004,102 in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
About Alpha Equipment Company
Alpha Equipment Company is a transportation and logistics business
that owns and leases a fleet of trucks and trailers for freight
hauling.
Alpha Equipment Company sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-01919) on February
7, 2025. In its petition, the Debtor reports total assets of
$1,478,650 and total liabilities of $2,004,102.
Honorable Bankruptcy Judge David D. Cleary handles the case.
The Debtor is represented by:
David Freydin, Esq.
LAW OFFICES OF DAVID FREYDIN
8707 Skokie Blvd., Suite 305
Skokie, IL 60077
Tel: 888-536-6607
Fax: 866-575-3765
E-mail: david.freydin@freydinlaw.com
AMSTED INDUSTRIES: S&P Affirms 'BB' Rating on Sr. Unsecured Notes
-----------------------------------------------------------------
S&P Global Ratings revised its recovery rating on Amsted Industries
Inc.'s senior unsecured debt, which comprises $400 million of
senior unsecured notes due 2027 and $400 million of senior
unsecured notes due 2030, to '4' from '3' and affirmed the 'BB'
issue-level rating. The '4' recovery rating indicates our
expectation for average recovery (30%-50%; rounded estimate: 45%)
in the event of a payment default.
Amsted recently upsized its senior secured revolving credit
facility to $1.4 billion ($300 million drawn at close), from $900
million, and used borrowings from the upsized facility to fully
repay its $270 million senior secured term loan.
S&P said, "The revision of our recovery rating on the company's
senior unsecured debt primarily reflects the upsizing of its
revolving credit facility (completed February 2025) and trade
receivables facility (to $225 million from $175 million; completed
November 2024). Under our hypothetical default scenario, we assume
Amsted would draw on these facilities on the path to a default,
thus the upsizing of the secured facilities leads to lower value
available for the unsecured creditors."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a payment default
occurring in 2030 due to a contraction in the company’s
end-market demand, which would lead to a significant decline in its
operating performance and free cash flow generation.
-- S&P believes if Amsted were to default, a viable business model
would remain given its long-standing customer relationships and
global footprint. Therefore, S&P believes its debtholders would
achieve the greatest recovery value through a reorganization rather
than a liquidation.
-- S&P applied a 5.5x multiple to its estimate of the company's
EBITDA at emergence, which reflects its relatively good market
positions in its key railroad, heavy-duty truck, and light-vehicle
markets and its good relationships and share-of-wallet with its
customers.
Simulated default assumptions
-- Simulated year of default: 2030
-- EBITDA multiple: 5.5x
-- EBITDA at emergence: $369 million
-- Jurisdiction: U.S.
-- Debt amounts include six months of accrued interest that we
assume will be owed at default.
-- Collateral value includes asset pledges from obligors plus
equity pledges from nonobligors.
-- 85% draw on the cash flow revolver.
-- 100% draw on the trade receivables facility.
Simplified waterfall
-- Net enterprise value at default (after 5% administrative
costs): $1.93 billion
-- Valuation split (obligors/nonobligors): 71%/29%
-- Priority claims and claims at nonobligor entities (primarily
trade receivables facility): $292 million
-- Collateral value available to secured debt: $1.46 billion
-- Senior secured debt claims: $1.23 billion
- Value available to unsecured claims: $400 million ($230 million
collateral + $170 million non-collateral)
-- Total unsecured claims: $822 million
--Recovery expectations: 30%-50% (rounded estimate: 45%)
API GROUP: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned APi Group Corporation and APi Group DE
(collectively, APi) a first time 'BB+' Long-Term Issuer Default
Rating (IDR). Fitch has also assigned a first time 'BBB-' with a
Recovery Rating of 'RR1' to APi's senior secured revolver and term
loan, as well as a 'BB+'/'RR4' ratings to the senior unsecured
bonds.
APi's rating reflects its market leadership in fire and life
safety, security, elevator and escalator, and specialty services
and long-standing relationship with customers with a high degree of
repeat business, diverse end markets and essential
regulatory-driven and recurring demand. Fitch expects the company
to manage its Fitch-calculated EBITDA leverage between 3.0x to 3.5x
while executing on its growth strategy including acquisitions.
Fitch forecasts annual FCF in the $350 million-$500 million range
and (CFO-Capex)/Debt in the mid/high-teens to support M&A-linked
deleveraging.
Key Rating Drivers
Essential Business & Stable Demand: APi operates in the life safety
and security industry, which is highly regulated across the
federal, state, and local level and deemed to be essential in most
instances. Continuous regulatory changes, such as mandated building
codes, and requirements such as testing, inspections, repair,
maintenance, and specific retrofits increase APi's demand and
recurring revenue. State and local municipalities require
significant services that will elevate industry demand over the
medium term. Fitch believes this increases recurring revenues and
repeat business, as well as helps APi offset and better withstand
economic cycles.
APi is a global leader in fire and life safety, security, elevator
and escalator and specialty services that has operations in over
500 locations in over 20 countries. The company is an industry
leader in fire protection and sprinkler services with over 90 years
of history. The acquisition of the Elevated Facility Services Group
(Elevated) in 2024 expands APi's service offerings into the
elevator and escalator service space.
Acquisition Driven Growth: Fitch is forecasting EBITDA leverage to
moderate to 3.1x at the end of 2025 from 3.3x at the end of 2024
following its acquisition of Elevated. Other cash uses in 2024
include share repurchases linked to the conversion of the Series B
Preferred Stock, which is now fully converted. Fitch believes the
company will continue to pursue M&A in a balanced manner mainly
targeting smaller, bolt-on acquisitions as part of its growth
strategy and remain within the company's long-term target net
leverage range of 2.0x-2.5x. Management has demonstrated a
willingness and ability to repay debt to its stated range.
The safety services market is highly fragmented, and Fitch expects
further acquisitions as the company grows its market share mainly
through the acquisition of smaller, locally focused enterprises.
APi has made about 40 acquisitions since going public and the
company has an extensive pipeline of possible targets. Fitch
incorporates $150 million-$300 million in M&A per annum through the
forecast period primarily comprised of smaller, bolt-on deals. APi
could pursue larger acquisitions like Chubb but Fitch would expect
the company to focus on quickly deleveraging afterwards.
Improving Operating Margins: APi is targeting adjusted EBITDA
margins to reach 13% and higher in 2025 from 10% in 2021 through
improved service revenue mix; pricing initiatives; better project
and customer selection; procurement savings; Chubb value capture;
and system, scale & operational leverage. Fitch is modelling EBITDA
margins sustained around 12% but believes EBITDA margins could
continue to improve as the company improves its service mix. APi
has been able to strategically shift to higher margin, recurring
service revenues and the company divested lower margin businesses.
Inspection, service and monitoring revenue now accounts for 54% of
the company's revenues as of Sept. 30, 2024.
Forecasted Positive FCF: APi has been free cash flow positive over
the last four years and free cash flow margins are expected to be
sustained in the mid-single-digits range over the forecast period.
Management has stated driving strong cash flow as a key strategy
with a long-term adjusted FCF conversion target of 80%. FCF margins
could be in the high single digits due to working capital
initiatives as the company deleverages, working capital normalizes,
business mix improves and through M&A. Fitch's rating case projects
positive annual FCF of $350 million-$500 million over the next few
years.
Capital Structure: As of Sept. 30, 2024, APi's debt structure
consists of $2.3 billion senior secured debt, about $600 million in
senior unsecured bonds and Series A preferred stock. A transition
toward an unencumbered debt structure, in conjunction in an
investment-grade financial policy, could facilitate positive rating
momentum. Fitch assigns 100% equity credit to the Series A
Preferred Stock as the instruments are senior only to equity will
be mandatorily converted into equity in December 2026.
Derivation Summary
APi Group's operating profile is similar to SPIE SA (BB+/Stable), a
leading business service provider with multi-technical services,
with both companies possessing strong market positions and scale,
end market diversification and high revenue visibility. APi Group
benefits from essential regulatory-driven and recurring demand, and
long-standing customer relations with a high percentage of repeat
business. The company's business stability is similar to
Westinghouse Electric (B+/Stable) and other industrial companies
with a high proportion of service revenues like GE Vernova
(BBB/Stable). Fitch expects APi's FCF margins to be sustained in
the mid-single-digit range over the forecast period and supports
the company's growth strategy. Fitch expects APi Group's EBITDA
leverage to manage its EBITDA leverage in the 3.0x-3.5x range,
consistent with its current 'BB+' rating.
Key Assumptions
- Revenue reaches $7 billion in 2024 and grows organically in the
low single digits thereafter;
- EBITDA margins sustained at around 12% over the forecast period;
- Capex intensity of around 1.5%;
- M&A of about $150 million- $300 million per annum;
- Share repurchases between $150 million-$250 million per year.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A shift in financial policy or heightened acquisition activity
leading to Fitch-calculated EBITDA leverage sustained above 3.5x or
CFO-Capex/Debt sustained below 7.5%;
- A material shift in business mix or competitive landscape that
heightens earnings variability through business cycles;
- Reduced financial flexibility through a shift in capital
allocation policies or capital structure mix.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Demonstrated commitment to a financial policy and capital
allocation plan that maintains Fitch-calculated EBITDA leverage
below 3.0x;
- Demonstration of broad access to capital markets through a shift
toward an unsecured debt structure;
- Continued execution of M&A policies that enhance the operating
profile and improve cash flow risk through the cycle.
Liquidity and Debt Structure
As of Sept. 30, 2024, APi had total liquidity of $982 million
including $487 million in cash and $495 million in revolver
availability. The revolving credit facility matures in October 2026
and has total availability of $500 million; the company has
outstanding letters of credit of $5 million as of Sept. 30, 2024.
APi's debt structure as of Sept. 30, 2024 consists of $2,257
million outstanding on its 2021 term loan that matures in January
2029. The company also has $337 million and $227 million
outstanding on 4.125% senior notes due 2029 and 4.75% senior notes
due 2029, respectively.
Issuer Profile
APi Group, headquartered in New Brighton, Minnesota, is a market
leader in fire and life safety, security, elevator and escalator,
and specialty services.
Date of Relevant Committee
30 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
----------- ------ --------
APi Group DE, Inc. LT IDR BB+ New Rating
senior secured LT BBB- New Rating RR1
senior unsecured LT BB+ New Rating RR4
APi Group Corporation LT IDR BB+ New Rating
ARRAY MIDCO: Moody's Withdraws 'Caa1' Corporate Family Rating
-------------------------------------------------------------
Moody's Ratings has withdrawn all ratings for Array Midco, Corp.
(Array) including the Caa1 corporate family rating and the Caa1-PD
probability of default rating. At the time of withdrawal the
outlook was stable.
RATINGS RATIONALE
Moody's have decided to withdraw the rating(s) following a review
of the issuer's request to withdraw its rating(s).
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.
ARTEAGA DENTAL: Unsecureds to Get 8 Cents on Dollar in Plan
-----------------------------------------------------------
Arteaga Dental Corporation filed with the U.S. Bankruptcy Court for
the Central District of California a Plan of Reorganization for
Small Business dated January 27, 2025.
The Debtor is a California corporation. Anamaria Arteaga, DDS,
graduated from the University of Guayaquil dental school in 1982
and the USC dental school in 2000. In 2018, Dr. Arteaga sold
Arteaga Family and Cosmetic Dentistry, and she and Ms. Eloisa
Gonzalez opened Arteaga Dental Corporation (ADC) in San Bernadino,
CA.
In 2021, the Debtor and AMA were jointly sued in a wrongful
termination case filed by Dr. Afifi, an associate dentist. In 2024,
the Debtor and AMA suffered a $1,000,000 judgement in the case and
an estimated $800,000 in attorney's fees. Debtor filed its chapter
11 petition on October 28, 2024, to maintain its operations and
implement a reorganization plan after multiple attempts at
settlement were rejected.
Under Chapter 11, Debtor has expanded operations by six days per
month. Debtor has also hired a periodontist to provide additional
treatments not previously offered. These treatments are covered by
State insurance and are in high demand.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $162,000 ($4,500/month x
36 months). The final Plan payment is expected to be paid on the
36th month after the Effective Date.
This Plan of Reorganization proposes to pay creditors of the Debtor
from future income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 8 cents ($.08) on the dollar. This Plan also
provides for the payment of administrative and priority claims.
Class 3 consists of Nonpriority unsecured creditors. Allowed Claims
totaling approximately $2,041,622 (proofs of claim #s 2, 3 and 5 on
Exhibit D; POC # 5 is believed to be included in POC # 3 making
that aspect of the claim a duplicate) and Schedule F creditors 3.1,
3.4, 3.5 and 3.7 also included within Exhibit D shall receive a
pro-rata share of Debtor's net disposable income for the term of
the Plan. This Class is impaired.
The Debtor's plan will be implemented as follows:
* The Debtor will continue to operate its dental office and
produce net disposable income to fund the plan.
* On the Effective Date, unclassified and priority claims will
be paid in full, unless otherwise agreed by the claimant.
* The Debtor will pay the SBA $250 monthly.
* The Debtor will pay $4,500 monthly in net disposable income
to the Subchapter V Trustee for distribution to Allowed Class 3
claimants quarterly for the term of the Plan.
A full-text copy of the Plan of Reorganization dated January 27,
2025 is available at https://urlcurt.com/u?l=088JAB from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Lewis R. Landau, Esq.
22287 Mulholland Hwy., #318
Calabasas, CA 91302
Telephone: (888) 822-4340
Facsimile: (888) 822-4340
Email: Lew@Landaunet.com
About Arteaga Dental Corporation
Arteaga Dental Corporation is primarily engaged in the private or
group practice of general or specialized dentistry or dental
surgery.
Arteaga Dental Corporation sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-16441) on October 28, 2024, with $50,001 to $100,000 in assets
and $1 million to $10 million in liabilities. Anamaria Arteaga,
chief executive officer of Arteaga Dental Corporation, signed the
petition.
Judge Wayne E. Johnson oversees the case.
Lewis R. Landau, Esq., serves as the Debtor's bankruptcy counsel.
ARTISAN CONSUMER: Engages Fruci & Associations as New Auditor
-------------------------------------------------------------
Artisan Consumer Goods, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on January
28, 2025, the Board of Directors resolved to engage the independent
registered public accounting firm of Fruci & Associations II, PLLC,
the Company's new independent registered public accountants, which
appointment Fruci has accepted.
As a result of the Securities and Exchange Commission notifying the
Company that the Public Company Accounting Oversight Board revoked
the registration Yusufali & Associates, LLC, the Company's previous
independent registered public accountant, Fruci will reaudit the
Company financial statements and notes for the years ending June
30, 2024 and 2023 and review all subsequent interim periods.
On November 19, 2024, the Company approved the dismissal of its
then independent registered public accounting firm, Yusufali &
Associates, effective November 11, 2024.
For the fiscal years ending June 30, 2024 and 2023, and during the
subsequent interim period through the date of dismissal, the
reports of independent registered accounting firm on the Company's
financial statements did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles. The reports of
Yusufali & Associates, however, stated that there is substantial
doubt about the Company's ability to continue as a going concern.
During the periods ending June 30, 2024 and 2023, and during the
subsequent period through the date of Yusufali & Associates'
dismissal (i) there were no "disagreements" (as described in Item
304(a)(1)(iv) of Regulation S-K and the related instructions)
between the Company and Yusufali & Associates on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements, if not
resolved to Yusufali & Associates's satisfaction, would have caused
Yusufali & Associates to make reference in connection with Yusufali
& Associates's opinion to the subject matter of the disagreement;
and (ii) there were no "reportable events" as the term is described
in Item 304(a)(1)(v) of Regulation S-K.
About Artisan Consumer
Artisan Consumer Goods, Inc., is a Nevada corporation, originally
formed on Sept. 14, 2009. The Company is attempting to restart the
Within / Without Granola brand acquired on July 15, 2021.
Short Hills, New Jersey-based Yusufali & Associates, LLC, the
Company's auditor since 2024, issued a "going concern"
qualification in its report dated Aug. 10, 2024, citing that the
Company has suffered recurring losses from operations and has a
significant accumulated deficit. In addition, the Company
continues to experience negative cash flows from operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
As of Sept. 30, 2024, Artisan Consumer Goods had $2,263 in total
assets, $288,543 in total current liabilities, and a total
stockholders' deficiency of $286,280.
BAKER EQUITY: Creditors to Get Proceeds From Liquidation
--------------------------------------------------------
Baker Equity, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California a Disclosure Statement in support of
Chapter 11 Plan of Liquidation dated January 28, 2025.
The Debtor holds the real estate located at 268 S. Almont Drive
Beverly Hills, California 90211 ("Subject Property").
The Debtor's principals tried to enter into a modification or
resolution but the first lender Bank of Hope (the "First") would
not agree to any resolution. The Debtor is contesting the claim
held by Kenneth Kaplan CPA, P.C. and Kenneth Kaplan individually
("Kaplan") in the recently filed claim objection motion and in the
Massachusetts state court.
The Debtor is pursuing a Bankruptcy Rule 9019/11 U.S.C Section 363
motion pursuant to which Bluebell LLC/Behrouz Soroudi and Maryam
Soroudi holder of the second (the "Second") against the Subject
Property will receive title to the Subject Property and pursuant to
which the First, Second and property taxes will be paid off. The
balance of administrative claims will be paid from the funds on
deposit in the DIP account.
Chapter 11 allows the Debtor to propose this Plan. In sum and
substance, this Plan provides for the Debtor to liquidate the
Subject Property to pay creditors.
Class 3 consists of Unsecured Claims. The only unsecured claims are
administrative claims meaning that counsel for the Debtor is the
only member of this class. This claimant is not entitled to vote on
the Plan.
Class 4 consists of Disputed Claims. A disputed claim is a claim
that has not been allowed or disallowed and was either objected to
or listed as disputed in the schedules. Here, the Debtor filed an
objection to claim 2-1 held by Kenneth Kaplan CPA, P.C. and Kenneth
Kaplan individually ("Kaplan") who claims to have a secured claim
against the Subject Property. No distribution will be made on
account of a disputed claim unless that claim is allowed by final
non appealable order.
The Debtor will have the power and authority to settle and
compromise a disputed claim with court approval and compliance with
Fed R. Bankr P. 9019 unless the amount allowed by the compromise
does not exceed $50,000.00 in which case no court approval is
necessary.
The Kaplan claim is for $959,179.69. However, the claim is not
against the bankruptcy estate but against the members of the
Debtor. The claim is subject to an upcoming claim objection.
Further, a member of the Debtor possesses a judgment against Kaplan
for more than two million dollars entered in the Superior Court of
Norfolk County Massachusetts ("Judgment"). The Kaplan claim as it
is not a claim against the Estate is not entitled to vote.
On the Effective Date, all property of the estate will vest in the
reorganized debtor pursuant to section 1141(b) of the Bankruptcy
Code, free and clear of all claims and interests except as provided
in the Plan.
The payments promised in the Plan constitute new contractual
obligations that replace all of those obligations to creditors that
existed prior to the Effective Date.
The Debtor intends to make the payments required under the Plan
from the following sources:
* Available Cash. The Debtor has currently available case of
approximately $120,000 in the debtor in possession account. The
administrative claims will be paid from the funds on deposit in the
account.
* 9019/Sale. The Second will be purchasing the Subject
Property and paying off the First and property taxes.
A full-text copy of the Disclosure Statement dated January 28, 2025
is available at https://urlcurt.com/u?l=zkiTap from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Stella Havkin, Esq.
David Jacob, Esq.
Havkin & Shrago, Attorneys at Law
5950 Canoga Avenue, #400
Woodland Hills, CA 91367
Tel: (818) 999-1568
Fax: (818) 293-2414
Email: stella@havkinandshrago.com
About Baker Equity LLC
Baker Equity LLC is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner
of the real property located at 268 S. Almont Drive, Beverly Hills,
CA 90211 valued at $4.6 million.
Baker Equity LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18314) on October 10,
2024. In the petition filed by Jila Youshaei, as managing member,
the Debtor reports total assets of $4,600,000 and total liabilities
of $2,265,000.
The Honorable Bankruptcy Judge Sheri Bluebond handles the case.
The Debtor is represented by Stella Havkin, Esq.
BALANCE LIFE: Must Pay Chapter 11 Filing Fee in Full, Court Says
----------------------------------------------------------------
Judge Thomas J. Tucker of the United States Bankruptcy for the
Eastern District of Michigan denied Balance Life Better Enhancement
Corporation's application to pay the filing fee for its Chapter 11
case in installments.
According to the Court, the application must be denied, because
under Fed. R. Bank. P. 1006(b)(1), only an individual debtor (i.e.,
a debtor who is a human being) may request that the filing fee be
paid in installments. The Debtor in this case is a corporation.
As a result, the Debtor was required to pay the entire filing fee
when it filed the voluntary bankruptcy petition on Feb. 4, 2025.
The Debtor was required to pay the entire filing fee of $1,738.00
to the Clerk of Court no later than Feb. 10, 2025. Failure to pay
the $1,738.00 filing fee in full by that date will result in the
entry of an order to show cause why this case should not be
dismissed.
A copy of the Court's decision dated Feb. 6, 2025, is available at
https://urlcurt.com/u?l=8wk0ic from PacerMonitor.com.
Detroit, Mich.-based Balance Life Better Enhancement Corporation
filed Chapter 11 petition (Bankr. E.D. Mich. Case No. 25-41075) on
February 4, 2025, with $1 million to $10 million in assets and
$500,000 to $1 million in liabilities. Raphael Williams Jr.,
managing member, signed the petition.
Judge Thomas J. Tucker oversees the case.
Orlando Avant, Esq., at Orlando Avant, P.C. is the Debtor's
bankruptcy counsel.
BIG LOTS: Johnstown Location to Stay Open Under New Owner
---------------------------------------------------------
Beth Ann Miller of The Daily American reports that the Johnstown
Big Lots is among roughly 200 store locations that will remain open
under the ownership of Variety Wholesalers, according to a February
3, 2025 filing with the U.S. Bankruptcy Court for the District of
Delaware.
As reported by USA Today, Gordon Brothers Retail Partners
identified 200 stores across 14 states whose leases will be
acquired by Variety Wholesalers as part of its agreement with Big
Lots. Gordon Brothers, an asset liquidation firm, has been guiding
Big Lots through bankruptcy proceedings while facilitating the
search for a buyer.
These stores will continue operating under the Big Lots name, with
the potential for additional locations to be included, USA Today
reported. Meanwhile, six other Big Lots locations in the
region—Ebensburg, Mount Pleasant, Latrobe, and Uniontown in
Pennsylvania, along with Cumberland and Frostburg in Maryland—are
listed for lease on the Gordon Brothers website.
Offers for these leases are due by Feb. 10, with sales subject to
court approval, according to Gordon Brothers.
About Big Lots
Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the
nation's largest closeout retailers focused on extreme value,
delivering bargains on everything for the home, including
furniture, decor, pantry and more.
On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries
initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead
Case No. 24-11967). The case is being administered by the Honorable
J. Kate Stickles.
Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim
Securities, LLC is serving as financial advisor, AlixPartners LLP
is serving as restructuring advisor, and A&G Real Estate Partners
is serving as real estate advisor to the Company. Kroll is the
claims agent.
Kirkland & Ellis is serving as legal counsel to Nexus Capital
Management LP.
PNC Bank, National Association, the DIP ABL Agent and Prepetition
ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank
Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the
Prepetition Term Loan Agent are represented by Otterbourg, P.C. and
Richards, Layton & Finger, P.A.
BIOXCEL THERAPEUTICS: Stockholders OK Reverse Stock Split
---------------------------------------------------------
BioXcel Therapeutics, Inc. held a special meeting of stockholders.
At the Special Meeting, a total of 30,360,492 shares of common
stock were present in person or represented by proxy at the
meeting, representing approximately 61.17% of the Company's
outstanding common stock as of the December 17, 2024 record date.
The proposals considered and voted upon at the meeting are as
follows:
Proposal 1. Approval of an amendment to the Company's
Certificate of Incorporation, as amended, to effect a reverse stock
split of the Company's common stock at a ratio in the range of
1-for-5 to 1-for-30 to be determined at the discretion of the
Company's Board of Directors.
Proposal 2. Approval of an adjournment of the Special Meeting
to solicit additional proxies if there are not sufficient votes at
the time of the Special Meeting to approve Proposal 1.
Proposal 1 was approved, and adjournment of the Special Meeting was
not necessary or appropriate because there were sufficient votes in
favor of Proposal 1.
About BioXcel Therapeutics
Headquartered in New Haven, Conn., BioXcel Therapeutics, Inc., is a
biopharmaceutical company utilizing artificial intelligence to
develop transformative medicines in neuroscience and, through the
Company's wholly owned subsidiary, OnkosXcel Therapeutics LLC,
immuno-oncology. The Company is focused on utilizing cutting-edge
technology and innovative research to develop high-value
therapeutics aimed at transforming patients' lives. The Company
employs various AI platforms to reduce therapeutic development
costs and potentially accelerate development timelines.
Stamford, Conn.-based Ernst & Young LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 22, 2024, citing that the Company has suffered
recurring losses from operations, has used significant cash in
operations, and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
As of September 30, 2024, BioXcel Therapeutics had $48.9 million in
total assets, $134.5 million in total liabilities, and $85.6
million in total stockholders' deficit.
BLACKBERRY LIMITED: Completes $120MM Sale of Cylance to Arctic Wolf
-------------------------------------------------------------------
BlackBerry Limited disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on February 3, 2025,
it completed the previously-announced sale of its Cylance endpoint
security assets to Arctic Wolf Networks, Inc. Under the terms of
the Equity and Asset Purchase Agreement dated December 15, 2024, by
and among the Company, Arctic Wolf, and certain subsidiaries of the
Company and Arctic Wolf governing the sale, the Company received
approximately $80 million of cash and 5.5 million common shares in
Arctic Wolf at closing and expects to receive approximately $40
million of additional cash on the first anniversary of closing.
"We are pleased to have successfully closed this pivotal
transaction for BlackBerry and look forward to continuing our
relationship with Arctic Wolf as a customer, as a reseller of the
portfolio to our large government customers, and as a shareholder
of this dynamic, growing company," said John Giamatteo, chief
executive officer of BlackBerry.
"Today, the launch of Aurora Endpoint Security represents a
transformative step in how organizations adopt endpoint
protection," said Nick Schneider, president and chief executive
officer of Arctic Wolf. "By integrating Cylance's advanced
AI-driven capabilities into the Aurora Platform, and combined with
the expertise of one of the world's largest commercial security
operations centers (SOCs), Arctic Wolf's Aurora Endpoint Security
offerings help organizations reduce risk exposure with better
prevention and threat detection, eliminate alert fatigue and false
positives, and build stronger, more resilient defenses."
Aurora Endpoint Security is Arctic Wolf's portfolio of advanced
endpoint protection solutions, designed to extend AI-driven
prevention and detection capabilities directly to the endpoint.
Seamlessly integrated into the Arctic Wolf Aurora Platform, Aurora
Endpoint Security leverages insights from over 10,000 customers and
more than 7 trillion security observations weekly to address
advanced and emerging threats. Aurora Endpoint Security includes
four solutions tailored to meet diverse customer needs: Aurora
Protect, Aurora Endpoint Defense, Aurora Managed Endpoint Defense
On-Demand, and Aurora Managed Endpoint Defense.
About BlackBerry
Headquartered in Waterloo, Canada, BlackBerry Limited provides
intelligent security software solutions.
At May 31, 2024, BlackBerry had $1.3 billion in total assets, $581
million in total liabilities, and $742 million in total equity.
* * *
Egan-Jones Ratings Company on December 18, 2024, maintained its
'CCC' foreign currency and local currency senior unsecured ratings
on debt issued by BlackBerry Limited.
BOWLING CENTER: Updates Restructuring Plan Disclosures
------------------------------------------------------
Bowling Center, Inc., submitted an Amended Plan of Reorganization
dated January 28, 2025.
The Debtor, with the assistance of its Court appointed financial
consultant, has prepared the Cash Flows, showing the feasibility of
its Plan and that Debtor will have the projected disposable income
as defined in Section 1191(d) to meet the Plan payments.
The Plan will be supported by a debtor in possession ("DIP")
financing in process for $1,400,000.00 with Sygnus Group and a
$150,000 capital contribution from Debtor's principal, Roger
Acosta, which if finally approved, as expected, all payments will
be made on the effective date of the Plan between 60 to 90 days
after confirmation of the Plan).
Based on the Projections, Debtor has concluded that the Plan is
feasible as Debtor should have enough cash to make the required
payments on the Effective Date and be able to continue operating
its business.
Class 1 consists of the Secured Claim of Luna Commercial II, LLC.
The Debtor's Plan considers Sygnus Group's post-petition financing
and Debtor's principal, Roger Acosta's capital contribution will
provide the necessary funds to make the payments proposed in the
Plan on the Effective Date.
The Plan proposes paying $1,000,000 to Luna Commercial plus the
$232,514.59 indemnification for hazard insurance held by Luna
Commercial for a total payment to Luna Commercial of $1,232,514.59
to be made on the Effective Date in full payment and release of
Luna Commercial's claim. This payment represents 79.5% of Luna
Commercial's claimed unpaid principal balance as of the filing
date. Luna Commercial’s deficiency claim will be dealt with under
Class 2 below but will not receive any dividends thereunder.
Class 2 consists of Holders of Allowed General Unsecured Claims for
$1,428,806.06. Holders of Allowed General Unsecured, except for the
deficiency claim of Luna Commercial, which will not receive
dividends under this Class, will be paid in full satisfaction of
their claims 5% thereof on the Effective Date from the post
petition financing from Sygnus Group and Mr. Acosta's capital
contribution Exhibit D hereto presents the uses and sources of
those funds.
Except as otherwise provided for in the Plan, Debtor will effect
payments of Administrative Expense Claims, Priority Tax Claims, and
General Unsecured Claims, on the Effective Date, from the proceeds
of the DIP financing. Payments of the DIP loan will be made from
Debtor's business operations.
A full-text copy of the Amended Plan of Reorganization dated
January 28, 2025 is available at https://urlcurt.com/u?l=1VzE4M
from PacerMonitor.com at no charge.
Bowling Center, Inc. is represented by:
Charles A. Cuprill, Esq.
CHARLES A. CUPRILL, P.S.C., LAW OFFICES
356 Fortaleza Street 2nd Floor
San Juan, PR 00901
Tel: (787) 977-0515
Email: ccuprill@cuprill.com
About Bowling Center
Bowling Center, Inc., is engaged in the family entertainment
business offering bowling activities, games rooms, food, drinks,
and other related activities in its entertainment center located at
Campo Rico Avenue, Carolina, P.R.
The Debtor filed its voluntary petition for Chapter 11 protection
(Bankr. D.P.R. Case No. 24-00215) on January 25, 2024, listing
$3,592,343 in assets and $2,581,376 in liabilities. Roger Acosta
Hernandez, president, signed the petition.
The Debtor tapped Charles A. Cuprill, PSC Law Offices as legal
counsel and CPA Luis R. Carrasquillo & Co., PSC as financial
consultant.
BPGIC HOLDING: Feb. 18 Meeting of Creditors in Cayman Case
----------------------------------------------------------
Pursuant to the Companies Act (2023 Revision) and the Companies
Winding Up Rules (2023 Consolidation), a meeting of creditors of
BPGIC Holdings Limited (in Official Liquidation) will be held on
Feb 18, 2025, at 9:00 a.m. (Cayman Islands Time), via
teleconference. The purpose of the meeting is:
a) to lay before the meeting the first report of the joint
official liquidators, covering the period Nov. 20, 2023 (date of
appointment) through Dec. 31, 2024;
b) to consider, and if thought fit, approve the liquidators'
remuneration agreement; and
c) to consider, and if thought fit, approve the basis and amount
of the liquidator's fees and expenses for the period through April
30, 2024.
Any creditor wishing to attend the meeting should send written
notice of their intention to do so, together with a completed proof
of debt from, to the contact email below by 5:00 p.m. (Cayman
Islands Time) on Feb. 11, 2025. Please note that any creditor
entitled to attend the meeting may do so either in person or by
proxy. Proxy forms may be requested from the contact email address
below. Dial-in details and other information relevant to the
meeting will be provided to all attendees in advance of the same.
Alexander Lawson
Joint Official Liquidator
Contact for enquiries: Name: Catherine Anderson-Bond
Address: 2nd floor, Flagship Building
142 Seafarers Way, PO BOX 2507
George Town, Grandy Cayman KY-1104
Cayman Islands
Email: canderson@alvarezandmarsal.com
BPGIC Holdings Limited -- https://bpgic.com/ -- operates liquid
storage facilities.
BUFFALO NEWSPRESS: Files Chapter 11 Bankruptcy in New York
----------------------------------------------------------
On February 5, 2025, Buffalo Newspress Inc. filed Chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of New York.
According to court filing, the Debtor reports between $1 million
and $10 million in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
About Buffalo Newspress Inc.
Buffalo Newspress Inc., also known as BNP Empower, is a
full-service printing solutions provider based in Buffalo, NY,
offering digital, web offset, and other printing services with 24/7
operations.
Buffalo Newspress Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.Y. Case No.: 25-10125) on February
5, 2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Carl L. Bucki handles the case.
The Debtor is represented by:
Kevin R. Lelonek, Esq.
GROSS SHUMAN PC
465 Main St Suite 600
Buffalo, NY 14203
Tel: 716-854-4300
E-mail: klelonekgross-shuman.com
C.I.I. INC: Seeks Chapter 11 Bankruptcy in Nevada
-------------------------------------------------
On February 6, 2025, C.I.I. Inc. filed Chapter 11 protection in
the U.S. Bankruptcy Court for the District of Nevada.
According to court filing, the Debtor reports $3,065,715 in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
About C.I.I., Inc.
C.I.I., Inc. doing business as Cover It Window Fashions and
Cover-It Window Fashions, was founded in 1995 and specializes in
window coverings and interior design solutions, offering
exclusively Hunter Douglas shades along with custom drapery design
and fabrication. The Company also supplies Eclipse Zipper Track
Exterior Screens and Awnings to enhance outdoor living spaces. The
Company delivers services like in-home consultations, measurements,
and installations to customers in the Las Vegas region.
C.I.I., Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Nev.Case No.: 25-10677) on February 6, 2025. In
its petition, the Debtor reports total assets of $560,662 and total
liabilities of $3,065,715.
The Debtor is represented by:
Corey B. Beck, Esq.
COREY B. BECK
425 South Sixth Street
Las Vegas, NV 89101
Tel: 702-678-1999
E-mail: becksbk@yahoo.com
CAPITAL COMMERCIAL: Unsecured Creditors to Split $57K in Plan
-------------------------------------------------------------
Capital Commercial Holdings, LLC, filed with the U.S. Bankruptcy
Court for the District of Arizona a Disclosure Statement in support
of Plan of Reorganization dated January 28, 2025.
The Debtor owns and operates a single real estate asset, vacant
land located in San Juan Capistrano, California in the County of
Orange with the following Assessor's Parcel Numbers: 675-311-03;
675-321-13; 675-291-21; and 675-401-28.
Due to an inability to refinance or sell the Real Property prior to
a certain trustee's sale, Debtor filed the instant Chapter 11
Bankruptcy. The Debtor obtained a hard money loan from a lender
secured to the real property. Debtor intends to utilize the equity
present in the real property to reorganize and pay its debts. Thus,
Debtor elected to file bankruptcy under Chapter 11 to restructure
and reorganize its financial affairs.
The Plan provides for the payment of Administrative Expenses
incurred by professionals at confirmation or on a schedule agreed
to by such professional. Priority Tax claims, if any, will be paid
within 60 months of the Petition Date. Creditors holding secured
claims whose collateral is retained by the Debtors and which
collateral is not revalued under Section 506 of the Bankruptcy Code
will continue to receive payment on such claims in the ordinary
course of business, with any pre-petition arrearages paid upon the
sale or refinance of the Real Estate, Debtor's single asset, in
this matter within five years of the Effective Date.
Creditors holding secured claims whose collateral is retained and
revalued under Section 506 of the Bankruptcy Code will have claims
paid upon the sale or refinance of the Real Estate within five
years of the effective date. Allowed General unsecured claims will
receive its full share or pro rata share, dependent on the Debtor's
projected liquidation if this matter were filed under Chapter 7 of
the Bankruptcy Code. If the amount of general unsecured claims
allowed is less than the liquidated amount, general unsecured
claims shall be paid their full allowed claim upon the sale or
refinance of the Real Property. The payment of Allowed Claims is in
accordance with the priorities set forth in the Bankruptcy Code.
The Debtors will continue to manage their property and affairs
after confirmation.
This Plan allows the Estate to utilize the equity in its Single
Asset of the Debtor to reorganize its debt, with the sale or
refinance of the single real estate asset, with the proceeds to be
used to satisfy creditor claims. The sale or refinance is
anticipated to occur within five years of the Effective Date.
Class 3 consists of the Allowed Unsecured Claims and all Claims not
otherwise classified. Unsecured Creditors holding Allowed Class 3
Claims will receive the following: a pro-rata share of $56,885.00
at the time of sale or refinance of the single asset real estate.
Unsecured Creditors shall not be entitled to any interest under
this Chapter 11 Plan. Class 3 is Impaired by the Plan.
Class 4 consists of the Debtor's interest in their non-exempt
property. On the Effective Date, the Debtor's principal John Wright
shall contribute $2,500.00 in cash as new value contribution to
retain the Debtor's interests in non-exempt property. Class 4 is
Impaired by the Plan. Therefore, holders of Allowed Class 4 Claims
are entitled to vote on the Plan.
The Plan will be funded by the following:
* Sale or Refinance of the single asset real estate.
* New value contribution.
A full-text copy of the Disclosure Statement dated January 28, 2025
is available at https://urlcurt.com/u?l=D1kaXd from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Joseph G. Urtuzuastegui III, Esq.
The Real Estate Investor Law Firm, LLC
4535 E. McKellips Rd., Suite 1093
Mesa, AZ 85215
Phone: (480) 505-7044
About Capital Commercial Holdings
Capital Commercial Holdings, LLC is the fee simple owner of a
vacant land located in San Juan Capistrano, having a current value
of $1.6 million.
Capital Commercial Holdings sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-09234) on October
30, 2024, with total assets of $1,600,000 and total liabilities of
$773,885. John Wright, manager, signed the petition.
Judge Eddward P. Ballinger Jr. handles the case.
The Debtor is represented by Joseph G. Urtuzuastegui, III, Esq., at
REI Law Firm.
CELULARITY INC: Registers Shares, Warrants for Possible Offering
----------------------------------------------------------------
Celularity Inc. filed a preliminary prospectus on Form S-1 with the
U.S. Securities and Exchange Commission disclosing that it is
offering up to 6,521,739 shares of its Class A common stock at an
assumed public offering price of $2.30 per share, the last reported
sale price of its Class A common stock as reported on The Nasdaq
Capital Market on January 23, 2025. The actual public offering
price per share of Class A common stock will be determined between
the Company and the underwriters at the time of pricing and may be
at a discount to this assumed offering price. Therefore, the
assumed public offering price used throughout the prospectus may
not be indicative of the final offering price.
Celularity is also offering up to 6,521,739 pre-funded warrants to
purchase up to 6,521,739 shares of its Class A common stock,
exercisable at an exercise price of $0.001 per share, to those
purchasers whose purchase of Class A common stock in this offering
would otherwise result in the purchaser, together with its
affiliates and certain related parties, beneficially owning more
than 4.99% (or, at the election of the purchaser, 9.99%) of its
outstanding Class A common stock immediately following the
consummation of this offering. The purchase price of each
Pre-funded Warrant is equal to the price per share of Class A
common stock being sold to the public in this offering, minus
$0.001. The Pre-funded Warrants will be immediately exercisable and
may be exercised at any time until all of the Pre-funded Warrants
are exercised in full. For each Pre-funded Warrant the Company
sells, the number of shares of Class A common stock that it is
offering will be decreased on a one-for-one basis.
Celularity's Class A common stock is listed on The Nasdaq Capital
Market under the symbol "CELU". There is no established trading
market for the Pre-funded Warrants and it does not intend to list
the Pre-funded Warrants on any securities exchange or nationally
recognized trading system.
A full-text copy of the Company's SEC Report is available at:
https://tinyurl.com/ek94nv4r
About Celularity Inc.
Headquartered in Florham Park, N.J., Celularity Inc. --
http://www.celularity.com/-- is a regenerative and cellular
medicines company focused on addressing aging related diseases
including cancer and degenerative diseases. The Company's goal is
to ensure all individuals have the opportunity to live healthier
longer. The Company develops and market off-the-shelf
placental-derived allogeneic advanced biomaterial products
including allografts and connective tissue matrices for soft tissue
repair and reconstructive procedures in the treatment of
degenerative disorders and diseases including those associated with
aging.
Morristown, New Jersey-based Deloitte & Touche LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated July 30, 2024, citing that the Company has suffered
recurring losses and net cash outflows from operations and has
outstanding debt that is currently due for which the Company does
not have sufficient liquidity to repay. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
The Company reported a net loss of $196.3 million for the year
ended Dec. 31, 2023. The Company had an accumulated deficit of
$841.8 million at Dec. 31, 2023 and $0.2 million of cash and cash
equivalents at that date.
COMMUNITY HEALTH: Morgan Stanley Holds 6.2% Equity Stake
--------------------------------------------------------
Morgan Stanley disclosed in a Schedule 13G/A filed with the U.S.
Securities and Exchange Commission that as of December 31, 2024, it
beneficially owned 8,648,637 shares of Community Health Systems,
Inc.'s Common Stock, representing 6.2% of the shares outstanding.
Mr. Morgan Stanley may be reached at:
1585 Broadway
New York NY 10036
Tel: 212-761-4000
A full-text copy of Mr. Stanley's SEC Report is available at:
https://tinyurl.com/mvu7s5er
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net/-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. Its affiliates
provide healthcare services, developing and operating healthcare
delivery systems in 40 distinct markets across 15 states.
For the year ended December 31, 2023, the net loss attributable to
Community Health Systems, Inc. stockholders was $133 million,
compared to net income of $46 million for the same period in 2022.
As of June 30, 2024, the Company had $14.4 billion in total assets,
$15.3 billion in total liabilities, $324 million in redeemable
noncontrolling interests in equity of consolidated subsidiaries,
and $1.2 billion in total stockholders' deficit.
* * *
In August 2024, S&P Global Ratings raised its rating on Community
Health Systems Inc. to 'CCC+' from 'SD' (selective default). At the
same time, S&P also raised its ratings on the senior unsecured
notes to 'CCC-' from 'D'. The outlook is negative, reflecting the
risk of further distressed exchanges in the intermediate future
despite credit metrics potentially improving in 2024.
Egan-Jones Ratings Company, on August 8, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Community Health Systems, Inc. EJR also withdrew
the rating on commercial paper issued by the Company.
CONROE CORRAL: Case Summary & Eight Unsecured Creditors
-------------------------------------------------------
Debtor: Conroe Corral Murphy, LLC
1604 Interstate 45 N
Conroe, TX 77301-1697
Business Description: The Debtor operates within the restaurant
industry.
Chapter 11 Petition Date: February 7, 2025
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 25-30765
Judge: Hon. Jeffrey P Norman
Debtor's Counsel: Alex O. Acosta, Esq.
ACOSTA LAW P.C.
One Northwest Centre
Houston TX 77040
Total Assets: $0
Total Liabilities: $1,080,496
The petition was signed by Kirk Murphy as president and CEO.
A full-text copy of the petition, which includes a list of the
Debtor's eight unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/4WINLOA/CONROE_CORRAL_MURPHY_LLC__txsbke-25-30765__0001.0.pdf?mcid=tGE4TAMA
COSMOS HEALTH: CEO Grigorios Siokas Holds 17% Equity Stake
----------------------------------------------------------
Grigorios Siokas, CEO of Cosmos Health, Inc. disclosed in a
Schedule 13D/A filed with the U.S. Securities and Exchange
Commission that as of January 14, 2025, he beneficially owned
4,203,689 shares of the Company's common stock, representing 17% of
the 24,032,040 shares issued and outstanding on January 14, 2025.
Sole voting power and disposition power - 4,203,689 shares;
includes 3,491,306 issued shares; 212,383 shares issuable upon
exercise of Exchange Warrants issued on October 20, 2022, pursuant
to a Warrant Exchange Agreement dated as of October 3, 2022; and
500,000 shares issuable upon exercise of Series B Common Warrants
exercisable at $3.00 per share sold pursuant to Registration
Statement No. 333-267917.
* On December 20, 2024, Mr. Siokas entered into a Debt
Exchange Agreement pursuant to which he acquired 257,334 shares of
common stock at an Exchange Rate of $0.5829 per share, or an
aggregate of approximately $150,000, the fair market value of the
Common Shares, in exchange for $150,000 the Company owed Mr.
Siokas.
* On January 13, 2025, Mr. Siokas entered into a Debt Exchange
Agreement pursuant to which he acquired 163,666 shares of common
stock at an Exchange Rate of $0.611 per share, or an aggregate of
approximately $100,000, the fair market value of the Common Shares,
in exchange for $100,000 the Company owed Mr. Siokas.
* On January 14, 2025, Mr. Siokas entered into a Debt Exchange
Agreement pursuant to which he acquired 87,247 shares of Common
Stock at an Exchange Rate of $0.6877 per share, or an aggregate of
approximately $60,000, the fair market value of the Common Shares,
in exchange for $60,000 the Company owed Mr. Siokas.
* On January 15, 2025, Mr. Siokas entered into a Debt Exchange
Agreement pursuant to which he acquired 62,500 shares of Common
Stock at an Exchange Rate of $0.80 per share, or an aggregate of
approximately $50,000, the fair market value of the Common Shares,
in exchange for $50,000 the Company owed Mr. Siokas.
* On January 16, 2025 Mr. Siokas entered into a Debt Exchange
Agreement pursuant to which he acquired 47,904 shares of common
stock at an Exchange Rate of $0.835 per share, or an aggregate of
approximately $40,000, the fair market value of the Common Shares,
in exchange for $40,000 the Company owed Mr. Siokas.
* On January 17, 2025, Mr. Siokas entered into a Debt Exchange
Agreement pursuant to which he acquired 29,158 shares of Common
Stock at an Exchange Rate of $0.8574 per share, or an aggregate of
approximately $25,000, the fair market value of the Common Shares,
in exchange for $25,000 the Company owed Mr. Siokas.
* On January 22, 2025, Mr. Siokas entered into a Debt Exchange
Agreement pursuant to which he acquired 38,900 shares of Common
Stock at an Exchange Rate of $0.7712 per share, or an aggregate of
approximately $30,000, the fair market value of the Common Shares,
in exchange for $30,000 the Company owed Mr. Siokas.
Grigorios Siokas may be reached at:
CEO, Cosmos Health, Inc.
141 West Jackson Boulevard
Suite 4236
Chicago, IL 60604
A full-text copy of Mr. Siokas' SEC Report is available at:
https://tinyurl.com/5ezta3tw
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada,
is a diversified, vertically integrated global healthcare group.
The Company owns a portfolio of proprietary pharmaceutical and
nutraceutical brands, including Sky Premium Life, Mediterranation,
bio-bebe, and C-Sept. Through its subsidiary, Cana Laboratories
S.A., which is licensed under European Good Manufacturing Practices
(GMP) and certified by the European Medicines Agency, it
manufactures pharmaceuticals, food supplements, cosmetics,
biocides, and medical devices within the European Union.
Cosmos Health also distributes a broad line of pharmaceuticals and
parapharmaceuticals, including branded generics and OTC
medications, to retail pharmacies and wholesale distributors
through its subsidiaries in Greece and the UK. Furthermore, the
Company has established R&D partnerships targeting major health
disorders such as obesity, diabetes, and cancer, enhanced by
artificial intelligence drug repurposing technologies. It focuses
on the R&D of novel patented nutraceuticals, specialized root
extracts, proprietary complex generics, and innovative OTC
products. Additionally, Cosmos Health has entered the telehealth
space through the acquisition of ZipDoctor, Inc., based in Texas,
USA. With a global distribution platform, the Company is currently
expanding throughout Europe, Asia, and North America, with offices
and distribution centers in Thessaloniki and Athens, Greece, and in
Harlow, UK.
New York, N.Y.-based RBSM LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated August
5, 2024, citing that the Company has incurred substantial operating
losses and will require additional capital to continue as a going
concern. This raises substantial doubt about the Company's ability
to continue as a going concern.
As of September 30, 2024, Cosmos Health had $64,519,982 in total
assets, $29,543,383 in total liabilities, and $34,976,599 in total
stockholders' equity.
COSMOS HEALTH: Secures EUR2.2M Bond Loan for Strategic Growth
-------------------------------------------------------------
Cosmos Health Inc. announced that its wholly owned subsidiary,
CosmoFarm S.A., entered into an agreement with a European bank to
issue a EUR2,200,000 (approximately $2,293,830) secured bond.
Proceeds from the Loan are intended to support the Company's
strategic growth initiatives and provide funding for general
corporate purposes, including working capital.
Loan Key Terms
The Loan is expected to be issued concurrently in two separate
tranches of EUR700,000 and EUR1,500,000 and will be secured by
CosmoFarm's wholly owned building. The Series A Bonds will be
repayable in 10 equal semi-annual installments, while the Series B
Bonds will be repayable in full upon the Loan's maturity.
The Loan matures on January 27, 2030, and carries an interest rate
of 2.95% plus the applicable 6-month Euribor rate, payable
semi-annually.
The Company has the ability to upsize its secured bond issuance, as
an additional financing tool, to raise further capital, offering
ongoing flexibility to support its goal of achieving positive
operating cash flow.
Greg Siokas, CEO of Cosmos Health, stated: "The issuance of this
bond underscores the strength and flexibility of our assets. By
leveraging our properties, we have secured a non-dilutive source of
capital on very competitive terms, providing robust support for our
strategic initiatives. In fact, we have the ability to further
leverage our various properties at Cosmos to raise additional
non-dilutive capital as we work toward achieving positive operating
cash flow status."
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada,
is a diversified, vertically integrated global healthcare group.
The Company owns a portfolio of proprietary pharmaceutical and
nutraceutical brands, including Sky Premium Life, Mediterranation,
bio-bebe, and C-Sept. Through its subsidiary, Cana Laboratories
S.A., which is licensed under European Good Manufacturing Practices
(GMP) and certified by the European Medicines Agency, it
manufactures pharmaceuticals, food supplements, cosmetics,
biocides, and medical devices within the European Union.
Cosmos Health also distributes a broad line of pharmaceuticals and
parapharmaceuticals, including branded generics and OTC
medications, to retail pharmacies and wholesale distributors
through its subsidiaries in Greece and the UK. Furthermore, the
Company has established R&D partnerships targeting major health
disorders such as obesity, diabetes, and cancer, enhanced by
artificial intelligence drug repurposing technologies. It focuses
on the R&D of novel patented nutraceuticals, specialized root
extracts, proprietary complex generics, and innovative OTC
products. Additionally, Cosmos Health has entered the telehealth
space through the acquisition of ZipDoctor, Inc., based in Texas,
USA. With a global distribution platform, the Company is currently
expanding throughout Europe, Asia, and North America, with offices
and distribution centers in Thessaloniki and Athens, Greece, and in
Harlow, UK.
New York, N.Y.-based RBSM LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated August
5, 2024, citing that the Company has incurred substantial operating
losses and will require additional capital to continue as a going
concern. This raises substantial doubt about the Company's ability
to continue as a going concern.
As of September 30, 2024, Cosmos Health had $64,519,982 in total
assets, $29,543,383 in total liabilities, and $34,976,599 in total
stockholders' equity.
CRUCIBLE INDUSTRIES: To Sell All Assets; Feb. 13 Bid Deadline Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern 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. Objections to the sale of the Debtor's assets, if any,
must be filed no later than 4:00 p.m. (prevailing Eastern Time) on
Feb. 18, 2025.
If the Debtor receives qualified bids, an auction will take place
on Feb. 21, 2025, at 10:00 a.m. (prevailing Eastern Time) at the
offices of Bond, Schoeneck & King PLLC, One Lincoln Center,
Syracuse, New York. Deadline to submit offers for the Debtor's
assets is Feb. 13, 2025, at 12:00 noon (prevailing Eastern Time).
A sale hearing to consider approval of the sale is Feb. 25, 2025,
at 10:00 a.m. (prevailing Eastern Time), before the Hon. Wendy A.
Kinsella, chief bankruptcy judge, at the U.S. Bankruptcy Court for
the Northern District of New York, James Hanley Federal Building,
100 Southn Clinton Street, Syracuse, New York. The hearing may
also be accessed telephonically by dialing (315) 691-0477, and
entering conference ID: 932081324#.
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.
CRYPTO COMPANY: Increases Promissory Note With AJB Capital to $157K
-------------------------------------------------------------------
The Crypto Company disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company and AJB
Capital Investments LLC entered into a Second Amendment dated as of
October 10, 2024, to that certain Promissory Note dated as of
August 28, 2024.
The First Amendment to the Promissory Note dated as of October 1,
2024, amends the Promissory Note, to increase the principal amount
of the Promissory Note from $120,000 to $142,000. The Second
Amendment to the Promissory Note amends the Promissory Note, as
amended by the First Amendment, to increase the principal amount of
the Promissory Note from $142,000 to $157,556, provided that the
$15,556 of additional principal carries an original issue discount
of $1,556 withheld from the Company to cover monitoring costs
associated with the Promissory Note.
About Crypto Company
Malibu, Calif.-based The Crypto Company —
https://www.thecryptocompany.com — is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023, the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022, the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However, by the end
of 2022, the Company had exited that Bitcoin mining business.
Crypto Company reported a net loss of $4.92 million for the year
ended December 31, 2023, compared to a net loss of $5.66 million
for the year ended December 31, 2022. As of June 30, 2024, Crypto
Company had $1,293,153 in total assets, $5,939,990 in total
liabilities, and $4,646,837 in total stockholders' deficit.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
On May 8, 2024, the Audit Committee of the Board of Directors of
the Company approved the dismissal of BF Borgers CPA PC as the
Company's independent registered public accounting firm after the
firm and its owner, Benjamin F. Borgers, were charged by the
Securities and Exchange Commission with deliberate and systemic
failures to comply with Public Company Accounting Oversight Board
(PCAOB) standards in its audits and reviews incorporated in more
than 1,500 SEC filings from January 2021 through June 2023; falsely
representing to their clients that the firm's work would comply
with PCAOB standards; fabricating audit documentation to make it
appear that the firm's work did comply with PCAOB standards; and
falsely stating in audit reports included in more than 500 public
company SEC filings that the firm's audits complied with PCAOB
standards. Borgers agreed to pay a $14 million civil penalty and
agreed to permanent suspensions from appearing and practicing
before the Commission as accountants, effective immediately.
On May 8, 2024, the Company engaged Bush & Associates CPA LLC as BF
Borgers' replacement. The decision to change independent registered
public accounting firms was made with the recommendation and
approval of the Audit Committee of the Company.
CRYPTO COMPANY: Signs Consulting Deal With YWRC Holdings
--------------------------------------------------------
The Crypto Company disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that it entered into a
consulting agreement with YWRC Holdings, Inc.
The Consulting Agreement has an initial term of six months,
commencing on January 23, 2025. The Consultant received a one-time
engagement fee on the Effective Date and is eligible to receive a
monthly fee for its services during the term of the Consulting
Agreement in accordance with the terms and conditions of the
Consulting Agreement, totaling up to a cumulative $1,015. In
addition, the Consultant will receive an award of 4.99% of the
Company's common stock, par value $0.001 per share, subject to the
Consultant's continued compliance with the terms of the Consulting
Agreement; provided, Consultant will be eligible to receive an
additional equity award at the 12-month anniversary of the
Effective Date to ensure that Consultant hold as total equity
interest equal to 4.99% of the fully diluted outstanding shares of
the Company. Consultant shall not sell, transfer, or otherwise
dispose of more than 5% of the total trading volume of the Company
Common Stock, as traded on the applicable stock exchange or market,
during any calendar month, calculated based on the total trading
volume during the previous calendar month. The Company may
terminate the Consulting Agreement at any time with at least 30
days' prior written notice. The Consultant will be an independent
contractor of the Company, and as such, the Consultant is not
entitled to participate in any Company employee benefit plans.
On January 27, 2025, the Company entered into a Promissory Note
with Ronald Levy, the Company's, Chief Executive Officer, Chief
Operating Officer and Secretary, to obtain an advance in the amount
of $15,000 for the Consultant engagement fee. The Loan bears
interest at the rate of 5% per annum, with a maturity date four
months from the Advance Date.
About Crypto Company
Malibu, Calif.-based The Crypto Company —
https://www.thecryptocompany.com — is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023, the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022, the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However, by the end
of 2022, the Company had exited that Bitcoin mining business.
Crypto Company reported a net loss of $4.92 million for the year
ended December 31, 2023, compared to a net loss of $5.66 million
for the year ended December 31, 2022. As of June 30, 2024, Crypto
Company had $1,293,153 in total assets, $5,939,990 in total
liabilities, and $4,646,837 in total stockholders' deficit.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
On May 8, 2024, the Audit Committee of the Board of Directors of
the Company approved the dismissal of BF Borgers CPA PC as the
Company's independent registered public accounting firm after the
firm and its owner, Benjamin F. Borgers, were charged by the
Securities and Exchange Commission with deliberate and systemic
failures to comply with Public Company Accounting Oversight Board
(PCAOB) standards in its audits and reviews incorporated in more
than 1,500 SEC filings from January 2021 through June 2023; falsely
representing to their clients that the firm's work would comply
with PCAOB standards; fabricating audit documentation to make it
appear that the firm's work did comply with PCAOB standards; and
falsely stating in audit reports included in more than 500 public
company SEC filings that the firm's audits complied with PCAOB
standards. Borgers agreed to pay a $14 million civil penalty and
agreed to permanent suspensions from appearing and practicing
before the Commission as accountants, effective immediately.
On May 8, 2024, the Company engaged Bush & Associates CPA LLC as BF
Borgers' replacement. The decision to change independent registered
public accounting firms was made with the recommendation and
approval of the Audit Committee of the Company.
DEEP SOUTH SILK: Jodi Dubose Named Subchapter V Trustee
-------------------------------------------------------
Mark S. Zimlich, the U.S. Bankruptcy Administrator for the Southern
District of Alabama, appointed Jodi Dubose as Subchapter V Trustee
for Deep South Silk, LLC.
Ms. Dubose will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Dubose declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jodi Daniel Dubose, Esq.
Stichter, Riedel, Blain & Postler P.A.
41 N. Jefferson Street, Suite 111
Pensacola, FL 32502
Phone: (850) 637-1836
Email: jdubose@srbp.com
About Deep South Silk
Deep South Silk, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ala. Case No. 25-10248) on January 29,
2025, with $0 to $50,000 in assets and $500,001 to $1 million in
liabilities.
Judge Henry A. Callaway presides over the case.
Jason R. Watkins, Esq., at Silver Voit Garrett & Watkins represents
the Debtor as legal counsel.
DIVERSIFIED HEALTHCARE: Sells 3 Life Science Properties for $159MM
------------------------------------------------------------------
Diversified Healthcare Trust (DHC) disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on
January 31, 2025, DHC completed the sale of three life science
properties with approximately 186,000 rentable square feet located
at 3030, 3040 and 3050 Science Park Road, San Diego, California, or
MUSE, for a net sales price of $159.0 million, excluding closing
costs.
About Diversified Healthcare Trust
Diversified Healthcare Trust (Nasdaq: DHC) --
https://www.dhcreit.com -- is a REIT organized under Maryland law
that primarily owns medical office and life science properties,
senior living communities, and other healthcare-related properties
throughout the United States. As of June 30, 2024, DHC's
approximately $7.2 billion portfolio included 370 properties in 36
states and Washington, D.C., occupied by approximately 500 tenants,
and totaling approximately 8.4 million square feet of life science
and medical office properties and more than 27,000 senior living
units. DHC is managed by The RMR Group (Nasdaq: RMR), a leading
U.S. alternative asset management company with over $41 billion in
assets under management as of June 30, 2024, and more than 35 years
of institutional experience in buying, selling, financing, and
operating commercial real estate.
Diversified Healthcare Trust disclosed a net loss of $293.57
million for the year ended Dec. 31, 2023, compared to a net loss of
$15.77 million for the year ended Dec. 31, 2022. As of June 30,
2024, Diversified Healthcare Trust had $5.33 billion in total
assets, $3.18 billion in total liabilities, and $2.15 billion in
total shareholders' equity.
* * *
As reported by the TCR on Jan. 24, 2024, Moody's Investors Service
upgraded Diversified Healthcare Trust's (DHC) Corporate Family
Rating to Caa3 from Ca. Moody's said the upgrade of the CFR to Caa3
reflects some partial easing of Moody's concerns over DHC's
immediate capital needs as the new notes' proceeds have been used
to repay the company's 2024 maturities, namely $450 million under
its senior credit facility due 15 January 2024 and $250 million of
unsecured notes due May 1, 2024.
As reported by the TCR on Jan. 5, 2024, S&P Global Ratings raised
its Company credit rating on Diversified Healthcare Trust (DHC) to
'CCC+' from 'CCC-'. S&P said, "The negative outlook reflects DHC's
ongoing liquidity pressure and the refinancing risk remaining with
material debt maturities in 2025 and 2026. The outlook also
reflects our expectation for a gradual recovery in the operating
performance of the company's senior housing operating property
(SHOP) portfolio, though the pace of this recovery remains
uncertain."
EASTSIDE DISTILLING: Increases Authorized Common Shares to 100MM
----------------------------------------------------------------
Eastside Distilling, Inc. which also operates as Beeline Holdings,
disclosed in a Form 8-K Report filed with the U.S. Securities and
Exchange Commission that on January 29, 2025, it filed a
Certificate of Amendment to the Company's Amended Articles of
Incorporation, as amended, with the Secretary of State of the State
of Nevada effecting:
(i) the increase of the number of shares of capital stock the
Company is authorized to issue to 200,000,000, comprised of
100,000,000 shares of common stock, par value $0.0001 per share,
and 100,000,000 shares of preferred stock, par value $0.0001 per
share, and
(ii) certain changes to the federal forum selection provisions
contained therein.
On January 27, 2025, a Special Meeting of the Stockholders of the
Company was held virtually pursuant to notice duly given. At the
Special Meeting, the Company's stockholders voted to adopt and
approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of the Company's common
stock, par value $0.0001 per share, to 100,000,000 from 6,000,000.
Proposal 1: Increase the Number of Authorized Shares
The stockholders voted to adopt and approve an amendment to the
Company's Articles of Incorporation to increase the number of
authorized shares of the Company's common stock, par value $0.0001
per share, to 100,000,000 from 6,000,000, as follows:
Proposal No. 2: Authorization to Adjourn the Annual Meeting
The proposal to approve the adjournment of the Annual Meeting to a
later date or dates, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there not
sufficient votes to approve the Charter Amendment Proposal was
moot.
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.
EASTSIDE DISTILLING: Launches Beeline Labs With BlinkQC Solution
----------------------------------------------------------------
Eastside Distilling, Inc., operating as Beeline Holdings, has
launched Beeline Labs, a new division dedicated to generating B2B
SaaS revenue. As its first product, Beeline Labs introduces
BlinkQC, a revolutionary automated mortgage Quality Control (QC)
solution designed to save lenders time and money while ensuring
compliance with industry standards.
* BlinkQC: Faster, Smarter Mortgage QC
The QC process, mandated by Fannie Mae and Freddie Mac, requires
lenders to review 10% of all mortgage files prior to closing.
Traditionally, QC is conducted by third-party providers or internal
teams using separate systems, costing $150-$200 per file and taking
up to two days per review.
Powered by proprietary AI and leveraging DOC AI, which is more
accurate than OCR, BlinkQC automates the entire QC process in just
three minutes, while delivering 95% data extraction accuracy across
even the most complex, multi-page documents. This groundbreaking
solution applies over 400 compliance rules to ensure thorough,
automated reviews, significantly outperforming traditional OCR
technology.
"BlinkQC is a game-changer for the mortgage industry", said Nick
Liuzza, CEO at Beeline. "By automating a traditionally cumbersome
process, we're helping lenders save time and money while
maintaining compliance with stringent industry standards."
BlinkQC is live within Beeline's mortgage operations and will be
available to license in March.
* Market Demand and Future Opportunities
With three lenders already committed to licensing BlinkQC ahead of
its official launch in Q1 2025, market demand is strong. Beeline
anticipates rapid adoption across the industry as BlinkQC becomes
the preferred solution for both pre-close and post-close QC
processes.
About Beeline Financial Holdings, Inc.
Beeline Financial Holdings, Inc. is a technology-driven mortgage
lender and title provider offering a fully digital, AI-enhanced,
platform that simplifies and accelerates the home financing process
for homeowners and property investors. Based in Providence, RI,
Beeline is dedicated to transforming the mortgage industry through
innovative technology and customer-centric solutions.
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.
EMX ROYALTY: Acquires Additional 1% NSR Royalty on Peru Copper Mine
-------------------------------------------------------------------
EMX Royalty Corporation is pleased to announce that the Company
has, pursuant to Royalty Agreement announced on January 6, 2025,
with Minera Pampa de Cobre S.A.C., acquired the additional 1% Net
Smelter Returns royalty interest on the Chapi Copper Mine Property
for US$7,000,000. MPC is owned indirectly by a privately held
Canadian company, Quilla Resources Inc.
EMX now holds a 2% NSR royalty on the Chapi Copper Mine Property,
for a total consideration of US$10,000,000. The Agreement includes
a 2% NSR royalty on minerals produced from the approximately 26,000
hectare property owned by MPC, as well as a 2% NSR royalty from any
minerals that are produced from outside the Property Royalty area,
but that are processed at the Chapi Mine processing facilities. The
Agreement also includes a two-kilometer area of interest around the
Property Royalty area, and any property acquired by MPC within this
AOI will also be subject to a 2% NSR royalty.
About EMX
EMX Royalty Corporation -- https://emxroyalty.com/ -- is a precious
and base metals royalty company. EMX's investors are provided with
discovery, development, and commodity price optionality while
limiting exposure to risks inherent to operating companies. The
Company's common shares are listed on the NYSE American Exchange
and TSX Venture Exchange under the symbol "EMX."
Vancouver, Canada-based Davidson & Company LLP, the Company's
auditor since 2002, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has a working
capital deficiency that raises substantial doubt about its ability
to continue as a going concern.
For the year ended December 31, 2023, the Company reported a net
loss of $4.63 million, compared to a net income of $3.35 million
for the same period in 2022. As of September 30, 2024, EMX had
$156.5 million in total assets, $39.1 million in total liabilities,
and $117.4 million in total shareholders' equity.
ENERGY TRANSFER: Fitch Affirms BB+ Rating on Jr. Subordinated Debt
------------------------------------------------------------------
Fitch Ratings has affirmed Energy Transfer LP's (ET) Long-Term
Issuer Default Rating (IDR) at 'BBB' and senior unsecured rating at
'BBB'. Fitch has also affirmed ET's subordinated debt rating and
preferred equity rating at 'BB+'. Additionally, Fitch has affirmed
ET's Short-Term IDR and commercial paper rating at 'F2'. The Rating
Outlook is Stable.
The ratings reflect forecasted leverage that is solidly positioned
for the rating category, with fee-based activities comprising the
vast majority of EBITDA and management taking a measured approach
to growth opportunities. However, volume risk remains a rating
concern.
Key Rating Drivers
Opportunity Among Segments: ET has the most balanced segmental
breakdown among Fitch's coverage. Fitch believes ET's diversity,
large size and national scope, provide it vast opportunities to
build and bolt-on in coming years. Fitch expects ET's capital
expenditures will grow significantly over the medium term compared
to the recent run-rate. Consequently, Fitch forecasts that the FCF
will be less robust in the last year of its forecast compared to
the 2023 actual.
Fitch does not expect growth investments to be a credit concern.
ET's run-rate historic leverage and measured approach to
shareholder return produce a Fitch long-term forecast where ET
invests in growth projects while maintaining an acceptable leverage
position within the rating category.
Financial Policy: ET has a long-established target leverage range
of 4.0x to 4.5x and track record of adhering to this policy.
Generally, when discussing guidance and reiterating financial
policy, the company has expressed its expectation to be at the
lower end of this target range. Fitch forecasts 2025 leverage of
approximately 4.2x.
Reliable, Steady Volume Growth: Companies active in the gathering
pipelines sub-segment, like ET, typically spend capex 10 to 18
months before new planned wells are drilled by their customers.
This feature of the business once led to "busts" during aggressive
Oil & Gas company growth eras, adversely affecting midstream
companies. Recently, growth has steadied, benefiting ET and its
Midstream segment. Over the past eight quarters, excluding those
affected by acquisitions, ET's gas gathering volume growth ranged
from -2% to +4% on a trailing quarter basis.
Natural Gas: Two of the partnership's five segments transport
retail-quality natural gas, meaningfully reducing U.S. electricity
sector greenhouse gas intensity in recent decades, including from
2024 compared to 2023, based on preliminary findings. The largest
segment, Interstate Transportation and Storage, maintains a steady
EBITDA profile, primarily charging tariff rates under take-or-pay
tariff rates set by the U.S. Federal Energy Regulatory Commission
(FERC). Fitch views FERC as an effective and impartial regulatory
body. The Intrastate Transportation and Storage segment is expected
to grow over due to factors like the newly-sanctioned Hugh Brinson
pipeline in Texas.
Derivation Summary
ET and Enbridge Inc. (BBB+/Stable) are the two largest midstream
companies. Neither company has a large direct sensitivity to
commodity prices. Both companies have multiple business segments,
each of which has appreciable scale. Both companies have seen
multiple bolt-on acquisition opportunities over the past three
years.
Enbridge has less volume risk than Energy Transfer, as Enbridge has
approximately 98% of cash flow coming from either regulatory rate
orders or long-term take pay contracts.
Fitch expects Enbridge to post approximately 5.2x EBITDA leverage
in 2025, whereas Fitch for 2025 forecasts Energy Transfer's to be
at approximately 4.2x. Enbridge is rated one notch higher than
Energy Transfer due to Enbridge having lower business risk, which
more than offsets ET's significantly lower leverage.
Key Assumptions
- Fitch Oil and Gas Price Deck;
- Material volume growth across the assets that directly serve ET's
large oil and gas producing regions;
- FERC-regulated natural gas pipelines (wholly-owned and
partially-owned), in aggregate, show a slight increase in EBITDA
over the forecast period;
- Growth capex and investments in joint venture capex shows an
increase over the 2022-2023 average;
- Distribution growth of approximately 5% per year;
- Fitch Global Economic Outlook for interest rates.
RATING SENSITIVITIES
Factors That Could, Individually Or Collectively, Lead To Negative
Rating Action/Downgrade
- EBITDA leverage expected to be above 4.5x for more than a
short-term interval;
- Unwillingness to fund growth capital needs in a credit-friendly
manner;
- A meaningful increase in business risk, e.g., sanctioning
(without typical risk mitigation practices) multiple high
complexity capex projects.
Factors That Could, Individually Or Collectively, Lead To Positive
Rating Action/Upgrade
- EBITDA leverage expected to be sustained below 3.5x;
- Significantly increasing the percentage of EBITDA from long-term
take-or-pay/minimum volume commitment contracts.
Liquidity and Debt Structure
Liquidity Adequate: As of Sept. 30, 2024, ET had $1.63 billion of
borrowings on its $5 billion credit facility, $1.58 billion of
which was commercial paper. Future available borrowing capacity was
$3.34 billion. The credit facility matures in April 2027.
Fitch views consolidated debt coming due in 2025 and future years
manageable for ET to service.
Issuer Profile
Energy Transfer LP is a U.S.-focused midstream company with a large
presence in all the hydrocarbons, i.e., crude oil, natural gas,
natural gas liquids (NGLs) and refined products.
Summary of Financial Adjustments
As per Fitch's "Corporate Hybrids Treatment and Notching Criteria,"
ET subordinated debt and preferred securities are treated as 50%
debt and 50% equity. Referenced leverage metrics are adjusted as
follows: consolidated balances and flows are used; distributions
from investees accounted for under the equity method of accounting
are included in EBITDA; and equity earnings from these entities are
excluded.
Fitch removes from ET EBITDA the net income attributable to
non-controlling interests. Fitch looks at a variety of leverage
calculations, but features the foregoing calculation in its
commentary.
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 Prior
----------- ------ -----
Energy Transfer LP LT IDR BBB Affirmed BBB
ST IDR F2 Affirmed F2
senior unsecured LT BBB Affirmed BBB
preferred LT BB+ Affirmed BB+
junior
subordinated LT BB+ Affirmed BB+
senior unsecured ST F2 Affirmed F2
ENVERIC BIOSCIENCES: Nets $4.3 Million in Public Offering
---------------------------------------------------------
Enveric Biosciences, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on January 30,
2025, it commenced a best efforts public offering of an aggregate
of:
(i) 1,229,330 shares of common stock, par value $0.01 per
share, of the Company,
(ii) 437,336 pre-funded warrants to purchase 437,336 shares of
Common Stock,
(iii) 1,666,666 Series A warrants to purchase 1,666,666 shares
of Common Stock, and
(iv) 1,666,666 Series B warrants to purchase 1,666,666 shares
of Common Stock.
Each Share or Pre-Funded Warrant was sold together with one Series
A Warrant to purchase one share of Common Stock and one Series B
Warrant to purchase one share of Common Stock. The offering price
for each Share and accompanying Warrants was $3.00, and the
offering price for each Pre-Funded Warrant and accompanying
Warrants was $2.9999. The Pre-Funded Warrants have an exercise
price of $0.0001 per share, are exercisable immediately and will
expire when exercised in full. Each Warrant has an exercise price
of $3.00 per share and will be exercisable immediately upon
issuance. The Series A Warrants expire on the five-year anniversary
of the Initial Exercise Date. The Series B Warrants expire on the
18-month anniversary of the Initial Exercise Date.
The Offering closed on February 3, 2025. The net proceeds of the
Offering, after deducting the fees and expenses of the Placement
Agent, and other offering expenses payable by the Company, but
excluding the net proceeds, if any, from the exercise of the
Warrants, is approximately $4.3 million. The Company intends to use
the net proceeds from the Offering for working capital, EB-003
development, and general corporate purposes.
In connection with the Offering, the Company entered into a
securities purchase agreement with a certain institutional
investor. Pursuant to the Purchase Agreement, the Company agreed
not to issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for
shares of Common Stock or file any registration statement or
prospectus, or any amendment or supplement thereto for 60 days
after the closing date of the Offering, subject to certain
exceptions. In addition, the Company has agreed not to effect or
enter into an agreement to effect any issuance of Common Stock or
any securities convertible into or exercisable or exchangeable for
shares of Common Stock involving a variable rate transaction until
the one-year anniversary of the closing date of the Offering,
subject to an exception.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
purchasers, including for liabilities arising under the Securities
Act of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Purchase Agreement were made only for
the purposes of such agreements and as of specific dates, were
solely for the benefit of the parties to such agreements and may be
subject to limitations agreed upon by the contracting parties.
A holder will not have the right to exercise any portion of the
Warrants or Pre-Funded Warrants if the holder (together with its
affiliates) would beneficially own in excess of 4.99% or 9.99%, as
applicable, of the number of shares of Common Stock outstanding
immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of the
Warrants or the Pre-Funded Warrants, respectively.
Pursuant to an engagement agreement, as amended, with H.C.
Wainwright & Co., LLC, the Company agreed to pay the Placement
Agent in connection with the Offering:
(i) a cash fee equal to 7.0% of the aggregate gross proceeds
received in the Offering,
(ii) a management fee equal to 1.0% of the aggregate gross
proceeds received in the Offering,
(iii) a non-accountable expense allowance of $25,000,
(iv) reimbursement of up to $100,000 for legal fees and
expenses and other out of pocket expenses and
(v) up to $15,950 for the clearing expenses.
Also pursuant to the Engagement Agreement, the Company, in
connection with the Offering, agreed to issue to the Placement
Agent or its designees warrants to purchase up to an aggregate of
116,666 shares of Common Stock (which represents 7% of the Shares
and Pre-Funded Warrants sold in the Offering). The Placement Agent
Warrants have an exercise price of $3.75 per share (which
represents 125% of the public offering price per Share and
accompanying Warrants), expire on January 30, 2030, and are
exercisable following the Initial Exercise Date.
The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares,
the Series A Warrants, the Series A Warrant Shares, Series B
Warrants, the Series B Warrant Shares, the Placement Agent
Warrants, and the Placement Agent Warrant Shares were offered by
the Company pursuant to a Registration Statement on Form S-1
originally filed with the Securities and Exchange Commission on
January 14, 2025, as amended (including the prospectus forming a
part of such Registration Statement), under the Securities Act
(File No. 333-284277), and declared effective by the SEC on January
30, 2025.
About Enveric Biosciences
Enveric Biosciences (NASDAQ: ENVB) -- http://www.enveric.com/-- is
a biotechnology company dedicated to the development of novel
neuroplastogenic small-molecule therapeutics for the treatment of
depression, anxiety, and addiction disorders. Leveraging its
unique discovery and development platform, The Psybrary, the
Company has created a robust intellectual property portfolio of new
chemical entities for specific mental health indications. The
Company's lead program, the EVM201 Series, comprises next
generation synthetic prodrugs of the active metabolite, psilocin.
The Company is developing the first product from the EVM201 Series
- EB-002 for the treatment of psychiatric disorders. The Company
is also advancing its second program, the EVM301 Series - EB 003 -
expected to offer a first-in-class, new approach to the treatment
of difficult-to-address mental health disorders, mediated by the
promotion of neuroplasticity without also inducing hallucinations
in the patient.
East Hanover, New Jersey-based Marcum LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 25, 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.
EPIC! CREATIONS: Court Approves March 25 Auction for All Assets
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved the
bidding procedures for the sale of substantially all of the assets
of Epic! Creations Inc. and its debtor-affiliates, free and clear
of all liens, claim, encumbrances and other interests pursuant to
Section 363 of the Bankruptcy Code.
Qualified bids must be sent in writing on or before March 21, 2025,
at 4:00 p.m. (prevailing Eastern Time). An auction will take place
on March 25, 2025, at 10:00 a.m. (prevailing Eastern Time), at the
offices of Jenner & Block LLP, 353 North Clark Street, Chicago,
Illinois 60654.
A sale hearing is set for March 31, 2025, at 10:00 a.m. (prevailing
Eastern Time).
According the Troubled Company Reporter on Jan, 9, 2025, Claudia Z.
Springer, Chapter 11 trustee for the estates of Epic! Creations,
Inc., Tangible Play, Inc., (Tangible) and Neuron Fuel, Inc.,
(Neuron) sought permission from the U.S. Bankruptcy Court for the
District of Delaware to sell substantially all of its Assets in an
auction.
The Debtors are three formerly unaffiliated U.S.-based education
technology companies that develop and distribute three separate
lines of educational products. Between 2019 and 2021, the Debtors
were acquired by T&L, an Indian corporation founded by Byju
Raveendran with a stated purpose of providing accessible education
technology.
The Debtors' former affiliate, BYJU's Alpha, Inc., as borrower, and
GLAS Trust Company LLC, as administrative and collateral agent, and
certain lenders, closed on a $1.2 billion term loan facility under
that certain Credit and Guaranty agreement.
T&L was briefly lauded as India's most valuable start-up, however,
by October 2022, it has defaulted on its respective obligations as
a guarantor under the Credit Agreement and has been embroiled in
protracted disputes with the Prepetition Lenders and other
creditors around the world ever since.
In July 2024, T&L was placed into involuntary insolvency
proceedings in India and an interim resolution professional was
appointed to manage T&L's assets and businesses.
GLAS Trust Company LLC, in its capacity as administrative and
collateral agent, and certain lenders under the Credit Agreement
filed an involuntary chapter 11 petition against each Debtor.
The U.S. Trustee for Region 3 duly appointed Claudia Z. Springer as
chapter 11 trustee of each Debtor.
The Trustee determines that the sale of the Debtors' Assets is the
best available method for maximizing the value of the Property for
the benefit of the Estate and all stakeholders.
The Trustee engages Moelis & Company LLC to act as the Trustee's
investment banker in connection with the sale of the Epic Assets
and appoints SC&H Group to act as the investment banker in
connection with the Sale of the Tangible Play Assets and the Neuron
Assets.
The Trustee proposes the Bid Procedures of the Property, the
auction, the sale hearing, and the sale notice.
The Trustee seeks to select one or more bidders to act as a
stalking horse bidders and enter into a purchase agreement with
such Stalking Horse Bidder. The Stalking Horse Agreement will also
provide a break-up fee and/or an expense incurred by the Stalking
Horse Bidders in connection with the transactions contemplated by
the agreement, which Bid Protections shall collectively not exceed
a total 3 percent of the cash purchase price.
The Trustee seeks to approve an overbid amount of $2,000,000 for
the Epic assets, and 5% greater (initial bid) and 2% greater
(subsequent bids) for the Tangible Play Assets, and 5% greater
(initial bid) and 2% greater (subsequent bids) for Neuron Assets.
The Trustee also proposes to approve the procedures for the
assumption and assignment of certain executory contracts and
unexpired leases in connection with the Sale.
The Trustee further seeks that if an Auction is conducted,
authorizing and approving the Sale of the Assets to the relevant
Qualified Bidder free and clear of liens, claims, encumbrances, and
other interests, other than the Permitted Liens and the Assumed
Liabilities.
The Trustee believes that a prompt sale of the Assets through a
competitive sale process represents the best option available to
maximize value for all stakeholders.
The marketing and bidding process contemplated are supported by the
Prepetition Lenders and the DIP Lenders and provide for flexibility
with respect to the structure of any transaction.
If a Stalking Horse Bidder is selected, the Trustee will file with
the Court and cause to be published on the case website a notice
that contains information about the Stalking Horse Bidder,
including the identity of the Stalking Horse Bidder, key terms of
the Stalking Horse Bidder's bid and the proposed Stalking Horse
Agreement.
Having the flexibility to designate a Stalking Horse Bidder and
provide Bid Protections will provide the Trustee with best
opportunity available under the circumstances to encourage
competition but, at the same time, secure a committed bid that sets
a valuation floor.
The Trustee asserts that the relief requested is in the best
interests of the Estates, the Debtors’ creditors, other
stakeholders, and all other parties in interest.
About Epic! Creations, Inc.
Epic! Creations Inc. -- https://www.getepic.com/ -- doing business
as Byju's, retails books online. The Company offers digital library
which includes kids books, ebooks, and videos. Epic! Creations
serves customers in the State of California.
Alleged creditors of Epic! Creations sought involuntary petition
under Chapter 11 of the the U.S. Bankruptcy Code against Epic!
Creations (Bankr. D. Del. Case No. 24-11161) on June 5, 2024.
The creditors who signed the petition are:
* HPS Investment Partners, LLC,
* TBK Bank, SSB
* Redwood Capital Management, LLC,
* Veritas Capital Credit Opportunities
Fund SPV, L.L.C. and Veritas Capital Credit
Opportunities Fund II SPV, L.L.C.
* HGV BL SPV, LLC,
* Midtown Acquisitions GP LLC,
* Silver Point Capital, L.P.,
* Shawnee 2022-1 LLC,
* Sentinel Dome Partners, LLC,
* Stonehill Capital Management LLC,
* Diameter Capital Partners LP,
* Ellington CLO III, Ltd. and Ellington Special
Relative ValueFund L.L.C.
* GLAS Trust Company LLC, in its capacity as
administrativeagent and collateral agent,
* Continental Casualty Company, and
* India Credit Solutions, L.P.
Glas Trust Company is represented by:
Laura Davis Jones
Pachulski, Stang, Ziehl & Jones LLP
Telephone: (302) 778-6401
E-mail: ljones@pszjlaw.com
TBK Bank, et al., are represented by:
G. David Dean
Cole Schotz P.C.
Telephone: (302) 652-3131
E-mail: ddean@coleschotz.com
EURO CONSTRUCTION: Jeanette McPherson Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Jeanette McPherson, Esq.,
at Fox Rothschild, LLP, as Subchapter V trustee for Euro
Construction, LLC.
Ms. McPherson will be paid an hourly fee of $625 for her services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. McPherson declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jeanette McPherson, Esq.
Fox Rothschild, LLP
1980 Festival Plaza Drive, Suite 700
Las Vegas, NV 89135
Phone: (702) 699-5923
Email: TrusteeJMcPherson@FoxRothschild.com
About Euro Construction LLC
Euro Construction, LLC -- https://euroconstructionllc.com/ --
specializes in concrete, flagstone, sidewalks, walkways, driveways,
patios, decks, landscaping and home improvement jobs.
Euro Construction sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No.: 25-10440) on January 28,
2025. In its petition, the Debtor reported total assets of $445,397
and total liabilities of $1,193,214.
The Debtor is represented by:
Marjorie Guymon, Esq.
Goldsmith & Guymon, PC
2055 Village Center Circle
Las Vegas, NV 89134-6251
Tel: (702) 873-9500
Email: info@goldguylaw.com
EVOKE PHARMA: Nantahala Capital Holds 15.99% Stake as of Feb. 3
---------------------------------------------------------------
Nantahala Capital Management, LLC and its principals and managing
members, Wilmot B. Harkey and Daniel Mack, disclosed in Schedule
13D/A filed with the U.S. Securities and Exchange Commission that
as of February 3, 2025, they beneficially own shares of Evoke
Pharma, Inc.'s common stock.
Nantahala, as the investment adviser of the Nantahala Investors,
may be deemed to beneficially own 254,639 shares of Common Stock,
which includes 148,194 shares of Common Stock held by the Nantahala
Investors and a further 106,486 shares of Common Stock issuable
upon exercise of the Warrants (giving effect to the Beneficial
Ownership Limitation), or approximately 15.99% of the outstanding
shares of Common Stock. Each of Mr. Harkey and Mr. Mack, as
principals of Nantahala, may also be deemed to beneficially own the
same shares of Common Stock.
The aggregate percentage of Common Stock beneficially owned by the
Reporting Persons is based upon 1,592,495 shares of Common Stock
outstanding as of November 5, 2024, which includes 1,486,009 shares
of Common Stock outstanding (as disclosed by the Company in its
Quarterly Report on Form 10-Q filed with the SEC on November 7,
2024) and 106,486 shares of Common Stock for which the Warrants may
be exercised as of the date hereof (giving effect to the Beneficial
Ownership Limit), which are deemed outstanding pursuant to Rule
13d-3(d)(1)(i).
Nantahala Capital Management may be reached at:
Taki Vasilakis
Chief Compliance Officer
130 Main St. 2nd Floor,
New Canaan, CT, 06840
Tel: (203) 308-4440
A full-text copy of Nantahala Capital's SEC Report is available
at:
https://tinyurl.com/mr4d2cny
About Evoke Pharma
Headquartered in Solana Beach, Calif., Evoke Pharma, Inc. --
http://www.evokepharma.com-- is a specialty pharmaceutical company
focused primarily on the development of drugs to treat GI disorders
and diseases. The company developed, commercialized, and markets
GIMOTI, a nasal spray formulation of metoclopramide, for the relief
of symptoms associated with acute and recurrent diabetic
gastroparesis in adults.
San Diego, California-based BDO USA, P.C., the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated March 14, 2024, citing that the Company has suffered
recurring losses and negative cash flows from operations since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
Evoke Pharma reported a net loss of $7.79 million for the year
ended Dec. 31, 2023, compared to a net loss of $8.22 million for
the year ended Dec. 31, 2022. As of September 30, 2024, Evoke
Pharma had $14,153,571 in total assets, $9,766,435 in total
liabilities, and $4,387,136 in total stockholders' equity.
FAM BAM: Mark Sharf Named Subchapter V Trustee
----------------------------------------------
The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a
practicing attorney in Los Angeles, as Subchapter V trustee for Fam
Bam, LLC.
Mr. Sharf will charge $660 per hour for his services as Subchapter
V trustee and $150 per hour for his trustee administrator's
services. In addition, the Subchapter V trustee will seek
reimbursement for work-related expenses incurred.
Mr. Sharf declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark Sharf, Esq.
6080 Center Drive, 6th Floor
Los Angeles, CA 90045
Telephone: (323) 612-0202
Email: mark@sharflaw.com
About Fam Bam LLC
Fam Bam LLC is a limited liability company in La Canada, Calif.
Fam Bam filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 25-10615) on January
28, 2025. In its petition, the Debtor reported between $1 million
and $10 million in both assets and liabilities.
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.
FCA CONSTRUCTION: Proposes Immaterial Modifications to Plan
-----------------------------------------------------------
FCA Construction LLC submitted an Immaterially Modified Second
Amended Subchapter V Plan of Reorganization dated January 27,
2025.
The Debtor has determined that the highest and best return to
creditors will be through continuing operations and making
Distributions to creditors over the course of three-year plan
(equal to 36 months).
In particular, the Debtor believes it has the potential for a
bright future, particularly in light of its reputation in the
industry and inventory of contracts and projects. The Debtor's
bankruptcy and Plan will enable the Debtor to shed its economic
burdens so that it can pay creditors through the Plan and grow.
The Plan is to be funded through several sources, including: (i)
cash on hand; (ii) operating revenues; and, under certain
circumstances if certain Classes vote to accept the Plan (iii) Net
Litigation Recoveries.
All Allowed General Unsecured Claims will be eligible for a pro
rata Distribution over three years from Projected Disposable Income
of the Debtor after payment of Administrative Expenses, Allowed
Priority Tax Claims, and Allowed Priority Unsecured Claims, as well
as after payments payment of expenditures necessary for
continuation, preservation, or operation of the business of the
Debtor.
Based on the Projected Disposable Income set forth in the Cash Flow
Projections and the size of the General Unsecured Claims pool
(i.e., all General Unsecured Claims to include the Newtek
Deficiency Claim), the Debtor proposes that Distributions will be
in the range of 3.54% to 4.61% of the amount Allowed General
Unsecured Claims, depending on whether contemplated objections to
certain Claims will be sustained.
In addition, if Class 6 (the General Unsecured Claims Class, which
does not include the Newtek Deficiency Claim) votes to accept the
Plan, holders of Class 6 Allowed Claims will entitled to receive,
pro rata based on the amount of the Claim within the Class and pari
passu with holders Claims in Class 7, 2 additional Distributions
equal to 25% of the Net Litigation Recoveries. If Class 6 accepts
the Plan and either of the Newtek Claims rejects the Plan, then the
foregoing Distributions will be pro rata within Class 6 only. If
the Newtek Claims vote to accept the Plan, Class 7 (the Newtek
Deficiency Class) will be entitled to share in the Distributions of
25% of the Net Litigation Proceeds pro rata and pari passu with
Class 6, unless Class 6 rejects the Plan, in which case Class 7
only would receive the aforementioned Distributions (again, if and
only if the Newtek Claims accept the Plan).
Class 6 consists of General Unsecured Claims. Allowed Claims in the
General Unsecured Claims Class will receive a pro rata portion of
the annual Debtor's Projected Disposable Income over a period of 12
quarters, pari passu with the Newtek Deficiency Class. These
payments will be made directly by the Debtor as the disbursement
agent (as opposed to the Subchapter V Trustee).
Total Amount of Claims (including Disputed Claims or Claims that
the Debtor has identified as objectionable): $3,124,630.01.
Estimated amount of Claims if all Disputed or objectionable Claims
are disallowed: $1,764,317.03. These payments will be made on a
quarterly basis, beginning on the last day of the first full
quarter following the Effective Date, and in an amount pursuant to
the Cash Flow Projections.
The estimated quarterly payments are as follows (presuming no
Disputed Claims are disallowed):
In Year 1 of the Plan: $11,697.38 per quarter
In Year 2 of the Plan: $3,879.52 per quarter
In Year 3 of the Plan: $12,058.26 per quarter
If Class 6 accepts the Plan pursuant to section 1126 of the
Bankruptcy Code, then, in addition to the aforementioned
Distributions, Class 6 will be entitled to receive Distributions in
the amount of 25% of the Net Litigation Recoveries, payable pro
rata on Allowed Claims and pari passu with Class 7 (should Class 7
and Class 3 vote to accept the Plan; otherwise such 25% of Net
Litigation Recoveries shall be payable solely to Class 6 Allowed
Claims).
The Debtor will fund its plan payments from its disposable income
earned from the Debtor's operations. To date, the Debtor has filed
monthly operating reports for April and May of 2024.
Through the Debtor's already secured projects and its anticipated
projects, the Debtor's total anticipated gross revenue from
February 2025 through February 2028 is $15,900,000. After costs and
expenses of $14,970,544.14, Administrative Expense and Priority Tax
Claim payments, and payments in respect of Allowed Secured Claims,
the projected disposable income over three years is anticipated to
be $206,394.93.
A full-text copy of the Immaterially Modified Second Amended Plan
dated January 27, 2025 is available at
https://urlcurt.com/u?l=Bw9yOX from PacerMonitor.com at no charge.
Counsel to the Debtor:
Tristan Manthey, Esq.
Fishman Haygood, LLP
201 St. Charles Avenue, Suite 4600
New Orleans, LA 70170-4600
Telephone: (504) 556-5525
Facsimile: (504) 586-5250
Email: tmanthey@fishmanhaygood.com
About FCA Construction LLC
FCA Construction LLC is a general contractor specializing in
residential construction and roofing, commercial construction and
roofing, disaster recovery, disaster roof replacement, and
electrical and mechanical services.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 24-10702) on April 11, 2024. In the
petition signed by Albert Courcelle, III, member, the Debtor
disclosed $3,417,686 in assets and $7,768,774 in liabilities.
Judge Meredith S. Grabill oversees the case.
Tristan Manthey, Esq., at FISHMAN HAYGOOD, L.L.P., is the Debtor's
legal counsel.
FREEDOM MORTGAGE: Fitch Gives 'B+(EXP)' on New $500MM Unsec. Notes
------------------------------------------------------------------
Fitch Ratings expects to assign Freedom Mortgage Holdings LLC's
(Freedom Holdings) proposed issuance of $500 million of senior
unsecured notes a rating of 'B+(EXP)'. The fixed rate of interest
and maturity date will be determined at the time of issuance.
Key Rating Drivers
Equal Ranking: The expected rating is equalized with the ratings
assigned to Freedom Holdings' existing senior unsecured debt, as
the new notes will rank equally in the capital structure. The
senior unsecured debt rating is one notch below Freedom Holdings'
Long-Term Issuer Default Rating (IDR) of 'BB-', given the
subordination to senior secured debt in the capital structure,
reflecting weaker recovery prospects in a stressed scenario.
Leverage Neutral: Fitch does not anticipate a material impact to
the company's leverage profile, as the proceeds from the issuance
will be used for general corporate purposes, including the
repayment of existing senior secured debt. Pro forma the proposed
issuance, Freedom Holdings' corporate leverage (unsecured debt and
MSR funding lines to tangible equity) was 2.1x at 3Q24. This does
not consider 4Q24 earnings, which would have been lower given
retained earnings.
Fitch expects corporate leverage to decline toward management's
long-term target of 1.5x over the outlook horizon, given tangible
equity accretion through retained earnings.
Improved Funding Flexibility: The transaction is expected to
increase unsecured debt to total debt to approximately 53% pro
forma as of 3Q24, above Freedom Holdings' four-year average of 23%
in 2020-2023. Fitch views this as positive for funding flexibility
in times of stress, as it increases the size of Freedom Holdings'
unencumbered asset pool.
Track Record Through Cycles: Freedom Holdings' ratings are
supported by its established franchise in the U.S. residential
mortgage space; historical track record through various cycles;
strong market position within the government lending channel;
experienced management team; and a sufficiently robust and
integrated technology platform. Fitch views Freedom Holdings'
multichannel approach favorably and believes that its
servicing-retained business model with high recapture rates may
serve as a natural hedge, although not fully offset, the
cyclicality of the mortgage origination business.
Elevated Regulatory Scrutiny: Ratings are constrained by Freedom
Holdings' elevated exposure to Ginnie Mae loans, which have higher
advancing needs and potentially higher regulatory scrutiny, and
elevated key person risk related to its founder and Chief Executive
Officer, Stanley Middleman, who sets the company's tone, vision and
strategy.
Stable Outlook: The Stable Outlook reflects Fitch's expectation
that corporate debt to tangible equity will decline below 1.5x as
increased recurring cash flows from the servicing portfolio support
growth in tangible equity in the medium term. Fitch also expects
Freedom to maintain sufficient liquidity and reserves for potential
margin calls, servicing advance needs and indemnification activity,
as well as adequate access to warehouse funding for origination
growth as rates decline.
For more information on the key rating drivers and sensitivities
underpinning Freedom Holdings' ratings, see, "Fitch Affirms Freedom
Mortgage Holdings at 'BB-'; Outlook Stable", dated Nov. 7, 2024.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Corporate debt to equity sustained above 1.5x;
- A sustained increase in gross leverage above 5.0x;
- A sustained decline in unsecured funding below 25% of total
debt;
- Inability to refinance secured funding facilities and/or
insufficient liquidity to manage servicing advances or to meet
margin call requirements;
- Substantial fines that negatively impact Freedom's franchise or
operating performance;
- Lack of appropriate staffing and resource levels relative to
growth in the servicing portfolio;
- An abrupt departure of founder and CEO, Stanley Middleman.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- A sustained reduction in gross leverage below 3.0x;
- A sustained reduction in corporate leverage at or below 1.0x;
- Growth of the business that enhances the franchise and platform
scale;
- Improved earnings consistency;
- Improvement in the funding profile, including an extension of
funding duration and/or an increase in the proportion of committed
funding, and the maintenance of unsecured debt above 35% of total
debt;
- A stronger liquidity profile, reflected in a substantial increase
in the percentage of liquidity sources (cash and available
borrowing capacity) to total debt sustained above 25%.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The senior unsecured debt ratings for Freedom Holdings and Freedom
Mortgage Corporation (Freedom Mortgage) are one notch below the
Long-Term IDRs, given the subordination to senior secured debt in
the capital structure, reflecting weaker recovery prospects in a
stress scenario.
The issuance of additional senior unsecured debt at Freedom
Holdings and the size of the unencumbered asset pool could result
in a narrowing of the notching between the senior unsecured debt
and the Long-Term IDRs. Conversely, the issuance of additional
senior unsecured debt at Freedom Mortgage could widen the notching
between Freedom Holdings' senior unsecured debt and the Long-Term
IDR to reflect structural subordination of the notes held at the
holding company level.
Freedom Holdings' debtholders benefit from an upstream guarantee
provided by Freedom Mortgage to satisfy ongoing payment
obligations, as well as a guarantee from Freedom Mortgage Parent
LLC (Freedom Parent; not rated), the ultimate parent, and managing
member of Freedom Holdings.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The unsecured debt rating is primarily sensitive to changes in
Freedom Holdings and Freedom Mortgage's Long-Term IDRs and would be
expected to move in tandem.
SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS
Freedom Mortgage is a wholly owned subsidiary of Freedom Holdings,
and its IDR is equalized with the Long-Term IDR of the holding
company.
SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES
Freedom Mortgage's IDR is primarily sensitive to changes in Freedom
Holdings' IDR and would be expected to move in tandem.
ADJUSTMENTS
- The Standalone Credit Profile (SCP) has been assigned in line
with the implied SCP.
- The Business Profile score has been assigned below the implied
score due to the following reason: Business model (negative).
- The Earnings & Profitability score has been assigned below the
implied score due to the following reason: Portfolio risk
(negative).
- The Capitalization & Leverage score has been assigned below the
implied score due to the following reasons: Risk profile and
business model (negative), Historical and future metrics
(negative).
- The Funding, Liquidity & Coverage score has been assigned below
the implied score due to the following reason: Funding flexibility
(negative).
Date of Relevant Committee
06 November 2024
ESG Considerations
Fitch does not provide ESG relevance scores for Freedom Mortgage
Holdings LLC.
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
----------- ------
Freedom Mortgage
Holdings LLC
senior unsecured LT B+(EXP) Expected Rating
FREEDOM MORTGAGE: Moody's Rates New $500MM Sr. Unsecured Bond 'B2'
------------------------------------------------------------------
Moody's Ratings has assigned a B2 rating to Freedom Mortgage
Holdings LLC's (Freedom) proposed $500 million senior unsecured
bond due in 2032. The rating outlook is stable.
RATINGS RATIONALE
Moody's have rated the senior unsecured bond B2 based on Freedom's
B1 corporate family rating (CFR) and the unsecured bond's ranking.
Freedom's B1 CFR is supported by the company's strong
capitalization, with tangible common equity to adjusted tangible
managed assets of 25.3% as of September 30, 2024, but also reflects
profitability that is currently somewhat weaker than the average of
rated peers.
The B2 senior unsecured bond rating is one notch below the
company's B1 CFR and incorporates the priority of claim and
strength of asset coverage, and is based on Moody's expectation
that the company's financial policy is to keep the ratio of secured
debt associated with mortgage servicing rights (MSRs) and secured
corporate debt to total corporate debt below 50%. As of September
30, 2024, the company's secured debt ratio was approximately 46%.
Post the launch of the transaction, the secured debt ratio will
remain constant at 46% with new funding activities in Q4 24.
The stable outlook reflects Moody's expectation that over the next
12-18 months, the company's profitability will be modest,
capitalization strong, and its funding and liquidity profile will
be largely unchanged.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if Freedom strengthens its
profitability, such as by demonstrating a through-the-cycle net
income to assets (ROA) ratio of above 3.0%. In addition, the
company would need to maintain strong capital levels, such as
tangible common equity to adjusted tangible assets of around 25%.
An upgrade would also likely be contingent upon the company
exhibiting strengthened access to the unsecured debt markets that
results in improved funding costs in relation to earning-asset
yields.
The ratings could be downgraded if financial performance
deteriorates; for example if the company's tangible common equity
to adjusted tangible managed assets falls below and is expected to
remain below 20%, or profitability deteriorates such that
through-the-cycle average ROA is below 2.0%. The senior unsecured
bonds could be downgraded if secured corporate debt to total
corporate debt increases and is expected to remain above 60%.
The principal methodology used in this rating was Finance Companies
published in July 2024.
FTX TRADING: Initial Creditor Distributions Begin Feb. 18
---------------------------------------------------------
FTX Trading Ltd. (d/b/a. FTX.com) and the FTX Recovery Trust
announced that, consistent with FTX's Chapter 11 Plan of
Reorganization, FTX will commence initial distributions to holders
of allowed claims in the Plan's Convenience Classes on February 18,
2025. The Initial Distribution is limited to holders of allowed
claims in the Plan's Convenience Classes that have completed the
pre-distribution requirements. Eligible creditors should expect to
receive their distributions within 1 to 3 business days from
February 18, 2025. Separate record and payment dates for other
classes of claims will be announced in due course.
FTX has successfully completed the transfer of funds for the
Initial Distributions to the Distribution Service Providers, BitGo
and Kraken, which are assisting FTX in distributing recoveries to
both retail and institutional customers and other creditors in
supported jurisdictions and in accordance with the Plan.
John J. Ray III, Plan Administrator of the FTX Recovery Trust,
said: "The start of these distributions is an incredible and
important milestone for FTX. The announcement reflects of the
outstanding success of the recovery and coordination efforts of our
team of professionals over the past 28 months. These efforts are
ongoing and our focus remains on executing these distributions in
accordance with our Plan while also continuing to pursue the
recovery of outstanding assets."
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.
GMB TRANSPORT: Claims to be Paid From Ongoing Operations
--------------------------------------------------------
GMB Transport LLC filed with the U.S. Bankruptcy Court for the
Northern District of New York a Small Business Plan of
Reorganization under Subchapter V dated January 27, 2025.
The Debtor is a Limited Liability Company duly formed under the
laws of the State of New York. The Debtor is operated and managed
by its Managing Member, Mr. Scott Bornt.
The Debtor is a trucking company with its principal place of
business located at 192 S Kingsboro Ave, Gloversville, NY 12078.
The Debtor also operates a second, leased location at 1282A
Pangburn Road, Schenectady, NY 12306, which serves as the Debtor's
garage and storage facility for its fleet of trucks.
The Debtor filed for Chapter 11 Bankruptcy Protection on October
27, 2024, electing to proceed under Subchapter V. The Debtor
continues to operate its business pursuant to Sections 1107(a) and
1108 of the Bankruptcy Code.
At the time of filing, Debtor owed secured debts (without
accounting for bifurcation) in the amount of approximately
$681,000.000 arising from a combination of secured collateral debts
(i.e. Truck and Equipment loans) and various UCC filings by
multiple creditors. At the time of filing, Debtor owed
approximately $38,000.00 in priority unsecured claims and
$73,000.00 in general unsecured debts.
The Debtor's goal in this reorganization is to: (a) maintain
necessary collateral and repay the secured creditors associated
with its necessary equipment the present value of said equipment,
with interest, over the life of the plan of reorganization; and (c)
provide a reasonable dividend back to its general unsecured
creditors.
Class 5 consists of All General Unsecured Creditors. If allowed,
shall receive their pro rata share of $73,897.40 with a
distribution of no less than 50%. Disputed Claims that have failed
to file a claim will receive no distribution. This Class will
receive an estimated monthly payment of $1231.62 per month. This
Class is impaired.
Class 6 Equity Shareholders shall make additional contributions, as
necessary, to further fund the Debtor's operations. Class 6 Equity
Shareholders may hold pre-petition general unsecured claims against
the Debtor. In contemplation of maintaining full ownership interest
in the Debtor, Equity Shareholders have agreed to waive any claims
owed by Debtor to Mr. Bornt.
The Plan shall be funded from ongoing revenues derived by the
Debtor's ongoing business operations. The final Plan payment is
expected to be paid 60-months from date of Confirmation.
Upon Confirmation of the Plan, all property of the Debtor, tangible
and intangible, including, without limitation, licenses, furniture,
fixtures, and equipment, will revert free and clear of all Claims
and Equitable Interests except as provided in the Plan, to the
Debtor. The Debtor expects to have sufficient cash on hand to make
the payments required on the Effective Date.
A full-text copy of the Subchapter V Plan dated January 27, 2025 is
available at https://urlcurt.com/u?l=5U1XzM from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Michael L. Boyle, Esq.
Boyle Legal, LLC
64 2nd Street
Troy, NY 12180
Telephone: (518) 407-3121
E-mail: mike@boylebankruptcy.com
About GMB Transport LLC
GMB Transport, LLC was formed on June 23, 2020, and provides
trucking services to a variety of industries.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D.N.Y. Case No. 24-60857) on October 27, 2024, with
up to $500,000 in assets and up to $1 million in liabilities. Scott
J. Bornt, chief executive officer, signed the petition.
Judge Patrick G. Radel oversees the case.
Michael Boyle, Esq., at Boyle Legal LLC, is the Debtor's bankruptcy
counsel.
GOL LINHAS: Cleary Gottlieb Updates List of Secured Noteholders
---------------------------------------------------------------
In the Chapter 11 cases of GOL Linhas Aereas Inteligentes S.A., et
al., the Gol 2026 Senior Secured Notes Ad Hoc Group filed a fifth
verified statement pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure.
By filing this Fifth Verified Statement, the Gol 2026 Senior
Secured Notes Ad Hoc Group makes no representation regarding the
amount, allowance, or priority of the claims and reserves all
rights with respect thereto.
Neither the Gol 2026 Senior Secured Notes Ad Hoc Group, nor any
member of the Gol 2026 Senior Secured Notes Ad Hoc Group,
represents or purports to represent the interests of any other
member, or other person, in connection with the Debtors’ chapter
11 cases.
In addition, each member of the Gol 2026 Senior Secured Notes Ad
Hoc Group (a) does not assume any fiduciary or other duties to any
other member of the Gol 2026 Senior Secured Notes Ad Hoc Group or
any other person and (b) does not purport to act or speak on behalf
of any other member of the Gol 2026 Senior Secured Notes Ad Hoc
Group or any other person in connection with these chapter 11
cases.
The names and addresses of each of the members of the Ad Hoc Group
of Secured Noteholders, together with the nature and amount of the
disclosable economic interests held by each of them in relation to
the Debtors, are as follows:
1. Avenue Aviation Opportunities Fund III (Onshore) L.P.
11 West 42nd Street, 9th Floor
New York, NY 10036
* Gol 2026 SSNs ($10,000,000.00)
* DIP Notes ($1,561,123.00)
2. GLG Partners, L.P. (as Investment Adviser on behalf of Man Funds
VI plc, Man Funds XII SPC, and Man
GLG Credit Multi-Strategy Master Fund)
London EC4R 3AD,
United Kingdom
* Gol 2026 SSNs ($6,735,000.00)
3. Global Investment Opportunities ICAV
35 Shelbourne Rd, Ballsbridge,
Dublin, D04 A4E0, Ireland
* Gol 2026 SSNs ($5,500,000.00)
* DIP Notes ($874,228.00)
4. ICU Trading Ltd.
Petoussis Building, 18
Evagora Papachristoforou,
Office 101B, 3030, Limassol, Cyprus
* Gol 2026 SSNs ($3,000,000.00)
5. IPG Investment Advisors, LLC
501 West Broadway, Suite 1350
San Diego, CA 92101
* Gol 2026 SSNs ($3,785,000.00)
6. Plenisfer Investments SGR S.p.A. (as Investment Adviser on
behalf of the Plenisfer Funds)
The Stable Yard
58-60 Petty France
London
SW1H 9EU
United Kingdom
* Gol 2026 SSNs ($13,264,000.00)
* DIP Notes ($499,554.00)
7. Sandglass Capital Advisors LLC (as Investment Adviser on behalf
of Sandglass Funds)
1133 Broadway, Suite 1528
New York, NY 10010
* Gol 2026 SSNs ($42,028,000.00)
8. Seamrog Distressed Credit and Special Situations Sub-Fund
FPP Asset Management,
Berkeley Square House,
Berkeley Square, Mayfair
W1J D6B, London
United Kingdom
* Gol 2026 SSNs ($6,335,000.00)
9. Shiprock Capital Master Fund LP
C/O Walkers Corporate Limited,
190 Elgin Avenue
George Town, Cayman,
KY1-9008, KY
* Gol 2026 SSNs ($79,856,000.00)
10. VR Global Partners, L.P.
One Nexus Way, Camana Bay,
Grand Cayman, KY1-9005,
Cayman Islands
c/o VR Advisory Services
(USA) LLC,
601 Lexington Avenue
59th Floor
New York, NY 10022
* Gol 2026 SSNs ($31,588,000.00)
* Abra SSNs ($32,674,224.00)
11. Wilmington Trust, N.A. (as Indenture Trustee under the 2026
Notes Indenture)
1100 Market Street
Wilmington, DE 19801
United States
Counsel to the Gol 2026 Senior Secured Notes Ad Hoc Group:
David H. Botter, Esq.
Jane VanLare, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Telephone: (212) 225-2000
Facsimile: (212) 225-3999
Email: dbotter@cgsh.com
jvanlare@cgsh.com
About Gol GOLL4.SA
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program to approximately 20.5 million members, allowing clients to
accumulate and redeem miles. It operates a fleet of 146 Boeing 737
aircraft with 674 daily flights. The company was founded in 2000
and is headquartered in Sao Paulo, Brazil.
GOL Linhas Aereas Inteligentes S.A. and its affiliates and its
subsidiaries voluntarily filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024.
GOL Linhas estimated $1 billion to $10 billion in assets as of the
bankruptcy filing.
The Debtors tapped Milbank Llp as counsel, Seabury Securities Llc
as restructuring advisor, financial advisor and investment banker,
Alixpartners, LLP, as financial advisor, and HUGHES Hubbard & Reed
LLP as aviation related counsel. Kroll Restructuring
Administration LLC is the claims agent.
H-FOOD HOLDINGS: Sussman & Moore Represents Utility Companies
-------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Sussman & Moore, LLP, submitted a verified
statement to disclose that it is representing the utility companies
in the Chapter 11 cases of H-Food Holdings, LLC, and affiliates.
The Utilities have unsecured claims against the Debtors arising
from prepetition utility usage.
The Law Firm of Sussman & Moore, LLP was retained to represent the
Utilities (A-C) in November and December 2024 and Utility (D) in
January 2025.
The names and addresses of the Utilities represented by the Firm
are:
1. Ohio Power Company d/b/a American Electric Power American
Electric Power
Attn: Jason Reid
1 Riverside Plaza, 13th Floor
Columbus, Ohio 43215
2. Constellation NewEnergy - Gas Division, LLC
Attn: Renee E. Suglia, Esq., Assistant General Counsel
3. AEP Energy, Inc.
Attn: Elizabeth A. Lehman
Manager, Billing & Collections
1 Riverside Plaza
Columbus, Ohio 43215
4. Idaho Power Company
c/o Jed Manwaring, Esq.
251 E. Front St., Ste. 300
Boise, Idaho 83702
The Firm can be reached at:
Weldon L. Moore, III, Esq.
Sussman & Moore, LLP
2911 Turtle Creek Blvd., Ste. 1100
Dallas, TX 75219
Telephone: (214) 378-8270
Email: wmoore@csmlaw.net
About H-Food Holdings LLC
H-Food Holdings LLC, formerly known as Matterhorn Merger Sub, LLC,
founded in 2009 in Grand Rapids, Michigan, the Debtors are a
contract manufacturer of food products, producing and supplying,
among other things, nutrition bars, frozen packaged foods, meal
kits, snacks, sauces, refrigerated trays, overwrap, custom
packaging solutions, and more to customers. As the largest food
co-manufacturer in North America, the Debtors manufacture some of
the most valued and recognizable brands, and the Debtors' key
customers include many of the leading consumer packaged goods
customers in North America.
H-Food Holdings LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90586) on Nov.
22, 2024. In the petition filed by Robert M. Caruso, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $1 billion and $10 billion each.
Judge Alfredo R. Perez presides over the case.
The Debtors tapped ROPES & GRAY LLP as general bankruptcy counsel;
PORTER HEDGES LLP as co-bankruptcy counsel; EVERCORE GROUP LLC as
investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC as
financial advisor.
HALL OF FAME: Increases Loan Facility With CH Capital to $4.15-Mil.
-------------------------------------------------------------------
Hall of Fame Resort & Entertainment Company disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
the Company, and its subsidiaries HOF Village Newco, LLC, HOF
Village Retail I, LLC, and HOF Village Retail II, LLC, all Delaware
limited liability companies (collectively with the Company, the
"Borrowers"), entered into a Second Amendment to Note and Security
Agreement, with CH Capital Lending, LLC, a Delaware limited
liability company. CHCL is an affiliate of Stuart Lichter, a
director of the Company.
Pursuant to the Second Amendment, which modifies the previously
disclosed Note and Security Agreement, dated November 14, 2024, as
amended by the First Amendment, dated January 10, 2025, the parties
agreed to:
(i) modify the definition of "Facility Amount" in Section 1 of
the original note to increase such amount from $2,000,000 to
$4,150,000, which allows Borrowers to request up to an additional
$2,150,000 loan for general corporate purposes, subject to certain
restrictions; and
(ii) amend the definition of "Maturity Date" to mean the
earliest to occur of:
(a) closing of the proposal to take the Company private;
(b) the termination date, as defined in any definitive
agreement and plan of merger entered in connection with a take
private transaction, if applicable; or
(c) the occurrence of certain events of default under the
original instrument.
As part of the agreement, Borrowers agree to establish a springing
deposit account control agreement for a control account to hold
cash collateral. Borrowers may use funds in the control account for
ordinary business purposes, subject to the terms of the DACA.
Borrowers agreed to grant additional security to Lender to include
the equity interests of any Borrower in HOF Village Retail I, LLC
and HOF Village Retail II, LLC; all net income earned by Borrowers
from the operation of the Gridiron Gastropub restaurant; and all
rights of any Borrower, including any revenue received by any
Borrower, under certain sponsorship agreements.
About Hall of Fame Resort
Hall of Fame Resort & Entertainment Co. is a resort and
entertainment company leveraging the power and popularity of
professional football and its legendary players in partnership with
the National Football Museum, Inc., doing business as the Pro
Football Hall of Fame. Headquartered in Canton, Ohio, the Company
owns the DoubleTree by Hilton located in downtown Canton and the
Hall of Fame Village, which is a multi-use sports, entertainment,
and media destination centered around the PFHOF's campus.
According to the Company, it will need to raise additional
financing to accomplish its development plan and fund its working
capital. The Company is seeking to obtain additional funding
through debt, construction lending, and equity financing. There are
no assurances that the Company will be able to raise capital on
terms acceptable to the Company or at all. Cash flows generated
from the Company's operations are insufficient to meet its current
operating costs. If the Company is unable to obtain sufficient
amounts of additional capital, it may be required to reduce the
scope of its planned development, which could harm its financial
condition and operating results, or it may not be able to continue
to fund or must significantly curtail its ongoing operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern to meet its obligations as they come
due for the next 12 months.
As of September 30, 2024, Hall of Fame had $435,640,564 in total
assets, $341,938,767 in total liabilities, and $93,701,797 in total
equity.
HAYDALE CERAMIC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Haydale Ceramic Technologies, LLC
1446 South Buncombe Road
Greer SC 29651
Business Description: Haydale Ceramic Technologies (HCT) is a
manufacturer of Silicon Carbide (SiC)
ceramic materials, boasting the largest
installed production capacity across the
Americas, Europe, and the APAC regions.
Manufactured in Greer, South Carolina, the
Company's cutting tools are crafted using
the highest quality SiC materials, including
particulates, fibers, and microfibers.
Chapter 11 Petition Date: February 7, 2025
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 25-20159
Judge: Hon. James R Sacca
Debtor's Counsel: William Rountree, Esq.
ROUNTREE, LEITMAN, KLEIN & GEER, LLC
2987 Clairmont Road Suite 350
Atlanta GA 30329
Tel: 404-584-1238
E-mail: wrountree@rlkglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Simon Turek as manager.
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/OO2YODQ/Haydale_Ceramic_Technologies_LLC__ganbke-25-20159__0001.0.pdf?mcid=tGE4TAMA
HDTSOKANOS LLC: Case Summary & Three Unsecured Creditors
--------------------------------------------------------
Debtor: Hdtsokanos LLC
24-35 27th Street
Astoria, NY 11102
Business Description: Hdtsokanos LLC possesses a building at
24-35 27th Street, Astoria, NY 11102, with
an estimated worth of $2.45 million.
Chapter 11 Petition Date: February 6, 2025
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 25-40606
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Btzalel Hirschhorn, Esq.
SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV,
LLP
80-02 Kew Gardens Road
Suite 600
Kew Gardens, NY 11415
Tel: 718-263-6800
Fax: 718-520-9401
Email: Bhirschhorn@sbagk.com
Total Assets: $2,485,638
Total Liabilities: $1,634,678
The petition was signed by Harriet D. Tsokanos as managing member.
A full-text copy of the petition, which includes a list of the
Debtor's three unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/VJJ5N3I/Hdtsokanos_LLC__nyebke-25-40606__0001.0.pdf?mcid=tGE4TAMA
HEART OF GOLD: Jill Durkin of Durkin Law Named Subchapter V Trustee
-------------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Jill Durkin, Esq.,
at Durkin Law, LLC as Subchapter V trustee for Heart of Gold Home
Care, LLC.
Ms. Durkin will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Durkin declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jill E. Durkin, Esq.
Durkin Law, LLC
401 Marshbrook Road
Factoryville, PA 18419
Phone number: (570) 881-4158
Email: jilldurkinesq@gmail.com
About Heart of Gold Home Care
Heart of Gold Home Care, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 25-00268) on
January 31, 2025, with $500,001 to $1 million in assets and
liabilities.
Judge Mark J. Conway presides over the case.
Robert E. Chernicoff, Esq. at Cunningham And Chernicoff PC
represents the Debtor as legal counsel.
HEART OF GOLD: Seeks to Use Cash Collateral
-------------------------------------------
Heart of Gold Home Care, LLC asked the U.S. Bankruptcy Court for
the Middle District of Pennsylvania for authority to use cash
collateral.
The company requires the use of cash collateral to pay utilities,
insurance, payroll and other operating expenses.
Biz2Credit a servicer for Cross River Bank is believed to hold a
second priority security interest in the personal property of the
company, including equipment and accounts, as well as a lien in any
Employee Tax Credit funds which the company may receive from the
Internal Revenue Service. As of the Petition Date, it is believed
that the approximate amount owed to Biz2Credit is $600,000.
The company's cash, accounts receivables and ERC funds are believed
to be cash collateral.
As adequate protection, Heart of Gold proposed to provide each
Lender with replacement liens in post-Petition Cash Collateral, and
all other assets in which each may have a pre-Petition security
interest and lien. The replacement liens will only be effective to
the extent there is a diminution in the amount of Cash Collateral
post-petition. To the extent that such replacement lien is
insufficient and the Lender may have a shortfall resulting any
diminution resulting from the company's use of cash collateral and
all other categories of assets upon which the Lender has a
pre-Petition lien, and to the extent the Lender is secured in cash
collateral, the Lender will be granted an administrative claim
superior in priority to all other administrative claims except for
claims of professionals in the case and fees owed to the Office of
the U.S. Trustee. The replacement liens will be effective without
further recordation and shall have the same priority as exists
pre-Petition.
A copy of the motion is available at https://urlcurt.com/u?l=fCeR2A
from PacerMonitor.com.
About Heart of Gold Home Care
Heart of Gold Home Care, LLC is a Pennsylvania limited liability
company engaged in the home health care business.
Heart of Gold Home Care filed Chapter 11 petition (Bankr. M.D. Pa.
Case No. 25-00268) on January 31, 2025, listing up to $1 million in
both assets and liabilities. Thomas Dewey, a member of Heart of
Gold Home Care, signed the petition.
Judge Mark J. Conway oversees the case.
Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky
PC, represents the Debtor as legal counsel.
HIREX INC: Seeks Subchapter V Bankruptcy in New York
----------------------------------------------------
On February 7, 2025, HireX Inc. filed Chapter 11 protection in the
U.S. Bankruptcy Court for the Southern District of New York.
According to court filing, the Debtor reports $1,108,709 in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
About HireX Inc.
HireX Inc. offers solutions for staffing, recruitment, and HR
services.
HireX, Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 25-10243) on February 7, 2025. In
its petition, the Debtor reports total assets of $139,774 and total
liabilities of $1,108,709.
The Debtor is represented by:
Douglas Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue 12th Floor
New York City, NY 10017
Tel: (212) 695-6000
E-mail: dpick@picklaw.net
HNO INTERNATIONAL: Delays 10-K Filing Due to Compilation Issues
---------------------------------------------------------------
HNO International, Inc. disclosed in a Form 12b-25 Report filed
with the U.S. Securities and Exchange Commission that it could not
complete the filing of its Annual Report on Form 10-K for the year
ended October 31, 2024 due to a delay in obtaining and compiling
information required to be included in its Form 10-K, which delay
could not be eliminated by the Company without unreasonable effort
and expense.
In accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company will file its Form 10-K no later than the
fifteenth calendar day following the prescribed due date.
About HNO International
Headquartered in Murrieta, California, HNO International, Inc., a
Nevada corporation, focuses on systems engineering design,
integration, and product development to generate green
hydrogen-based clean energy solutions to help businesses and
communities decarbonize in the near term.
Lakewood, CO-based BF Borgers CPA PC, the Company's former auditor,
issued a "going concern" qualification in its report dated Jan. 29,
2024, citing that the Company has suffered recurring losses from
operations that raise substantial doubt about its ability to
continue as a going concern.
On May 7, 2024, it dismissed BF Borgers CPA, PC as its independent
accountant to audit the Company's financial statements, after the
firm and its owner, Benjamin F. Borgers, were charged by the
Securities and Exchange Commission with deliberate and systemic
failures to comply with Public Company Accounting Oversight Board
(PCAOB) standards in its audits and reviews incorporated in more
than 1,500 SEC filings from January 2021 through June 2023; falsely
representing to their clients that the firm's work would comply
with PCAOB standards; fabricating audit documentation to make it
appear that the firm's work did comply with PCAOB standards; and
falsely stating in audit reports included in more than 500 public
company SEC filings that the firm's audits complied with PCAOB
standards. Borgers agreed to pay a $14 million civil penalty and
agreed to permanent suspensions from appearing and practicing
before the Commission as accountants, effective immediately.
On the same date, the Company's Board of Directors approved the
engagement of Barton CPA, an independent registered public
accounting firm, as the Company's new independent accountant to
audit the Company's financial statements and to perform reviews of
interim financial statements.
HOUZE AMERICA: Tamara Miles Ogier Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Tamara Miles Ogier, Esq.,
at Ogier, Rothschild & Rosenfeld, PC as Subchapter V trustee for
Houze America Management, LLC.
Ms. Ogier 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. Ogier declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Tamara Miles Ogier, Esq.
Ogier, Rothschild & Rosenfeld, PC
P.O. Box 1547
Decatur, GA 30031
Phone: (404) 525-4000
About Houze America Management
Houze America Management, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-50936) on
January 29, 2025.
INGLESIDE AT KING: Fitch Alters Outlook on 'BB-' IDR to Positive
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for King
Farm Presbyterian Retirement Community, Inc., d/b/a Ingleside at
King Farm (IKF), at 'BB-'. In addition, Fitch has affirmed the
'BB-' rating on the following revenue bonds issued by the Mayor and
Council of Rockville, MD (Rockville) on behalf of IKF:
- $48.9 million economic development refunding revenue bonds,
series 2017A-1;
- $23.8 million economic development refunding revenue bonds,
series 2017A-2;
- $84.8 million economic development revenue bonds, series 2017B.
The Rating Outlook has been revised to Positive from Stable.
Entity/Debt Rating Prior
----------- ------ -----
Ingleside at
King Farm (MD) LT IDR BB- Affirmed BB-
Ingleside at
King Farm (MD)
/General Revenues/1 LT LT BB- Affirmed BB-
The affirmation of the 'BB-' rating reflects IKF's relatively slim
financial profile, with cash-to-adjusted debt of approximately 30%
as of Dec. 31, 2024. The rating also reflects IKF's decline in net
entrance fees to $342,000 in 2024 compared to a previous average of
$4.9 million over the prior three years. This deterioration led to
slim debt service coverage of 1.35x (as reported by IKF) in 2024
(although still in compliance with its 1.2x covenant). The decline
in net entrance fees can be partially attributed to a discrepancy
in the timing of cash flows caused by 'naked' refunds (refunds owed
to residents in skilled nursing [SN] whose apartments have already
sold with no future revenue to offset the refund liability).
The Positive Outlook reflects a sizable reduction to IKF's
refundable entrance fee liability to $16.4 million at YE 2024 from
$24.5 million at YE 2023, a 33% reduction, which Fitch believes
will benefit IKF in the long term. The Outlook is also underscored
by IKF's strong competitive position in an affluent primary market
area (PMA), improved occupancy across the continuum of care, and
continued strong operational performance. Unaudited 2024 results
show an operating ratio of 86.8% and a net operating margin (NOM)
of 24.7%, both of which are very strong for the rating level.
Should IKF execute on Fitch's base case, which assumes IKF
maintaining operating ratios in line with current performance,
making its annual debt service covenant, and modestly growing
unrestricted liquidity, an upgrade would be likely.
SECURITY
The bonds are secured by a pledge of and lien on the obligated
group's (OG) gross revenues, a mortgage lien on the community, and
a debt service reserve fund.
KEY RATING DRIVERS
Revenue Defensibility - bbb
Single Site Life Plan Community (LPC) with Strong Demand
The midrange revenue defensibility reflects the strength of
independent living (IL) demand at IKF, with IL occupancy rising to
98% in 2024 from 97% in 2023. Occupancy in assisted living (AL),
memory care (MC), and skilled nursing facilities (SNF) also
improved in 2024 and were at 99%, 99%, and 74%, respectively, after
being 97%, 92%, and 71%, respectively, in 2023. IKF management
attributes the improved occupancy to residents again moving though
the continuum of care after pandemic-related challenges made many
residents reluctant to move out of IL.
IKF is more reliant on patients moving through the continuum of
care to support occupancy as state of Maryland regulations do not
allow IKF to take direct outside admits into its skilled nursing
center. Moving forward, given the number of IL residents after the
Gardenside expansion and the improved occupancies in AL and MC,
Fitch believes there will be a strong enough pipeline of residents
to keep SNF occupancy steady. IKF has historically done a good job
flexing staff to occupancy levels and has not used agency staff in
its skilled nursing center.
There is some competition in the primary service area of Rockville,
MD and in the region for all service lines, but IKF benefits from
strong local area demographics, including excellent wealth
indicators (median income in Rockville is well above state and
national levels). IKF's entrance fee pricing remains consistent
with area housing prices and resident wealth indicators. IKF's
waitlist has grown to about 250 members as of January 2025, up from
roughly 140 members a year prior.
A new for-profit IL/AL facility called The Carnegie at
Washingtonian Center opened in late 2024. Fitch does not view the
new competitor as a material threat to demand at IKF, given that
the new entrant is a rental model and does not provide the full
continuum of care. However, a new Erickson community offering IL
and higher levels of care called the Grandview is anticipated to
open nine miles away in 2025.
Despite the added potential competition, management believes IKF
has benefited from interest in the new LPC as more potential
residents have been exploring the area, including IKF's offerings,
which, in part, has contributed to the growth in its waitlist.
Fitch believes that given IKF's current levels of occupancy and its
waitlist, it should be able to maintain its midrange revenue
defensibility as the new competitor opens and fills.
As a single-site LPC with 475 total units in service, IKF benefits
from the resources of its larger corporate parent (Westminster
Ingleside King Farm Presbyterian Retirement Communities, Inc.,
d/b/a Ingleside) through shared services and other items.
Operating Risk - bbb
Sustained Operating Performance; Leverage Position Improved
The midrange operating risk assessment reflects IKF's continued
improvement in operating performance and easing of its elevated
debt burden. The 86.8% operating ratio and 24.7% net operating
margin-adjusted (NOMA) in 2024 (unaudited) are much improved over
2021 and 2020, when these ratios were 104% and 116.9%, and 25.2%
and (13.3%), respectively. Since Ingleside (IKF's parent company)
named Jamie Spencer as its new chief financial officer in 2022,
three-year averages for operating ratio, NOM, and NOMA are 90.9%,
22.9%, and 30.1%, respectively. The improved performance reflects
the higher levels of occupancy and good cost management, which
helped absorb some inflationary labor costs.
Fitch expects IKF to maintain improved levels of performance as the
higher levels of occupancy, rate increases, and cost management
sustain operations. After a good year of net entrance fee receipts
of $6.3 million in 2023, IKF saw net entrance fee receipts of
$341,600 in 2024, which fell short of the budgeted amount by $5.8
million. The lower net entrance fees reflect the refunds given to
residents who are in a higher level of care but are using a portion
of their IL refunds to pay for their monthly service fees in AL,
memory care or skilled nursing.
While some of IKF's capital-related metrics remain elevated for the
midrange assessment, they have been improving and are expected to
continue to moderate moving forward. Average revenue-only MADS
coverage of 1.1x has been consistent with the midrange assessment
over the last three years, and Fitch anticipates sustained
improvement. At YE 2024, MADS as a percentage of revenue was 17.7%,
which is down from 19.7% at YE 2023, but still remains slightly
above the 16% midrange threshold. Debt-to-net available was below
the midrange assessment at 9.4x at YE 2024.
Capex averaged about 66% of depreciation over the last five years,
but the six-year average of 203% better reflects IKF's recent capex
given the significant spend on the campus expansion and
repositioning project in 2019. Fitch expects capex spending at
about $4 million-$6 million a year and IKF has no major capital
projects planned. The largest project over the outlook period is
expected to be a SNF kitchen renovation at just over $1 million in
2025.
Financial Profile - bb
Resilience Through a Moderate Stress
Given IKF's midrange revenue defensibility and midrange operating
risk, Fitch's forward-looking scenario analysis indicates key
leverage metrics will remain stable through the current economic
and business cycle. IKF had unrestricted cash and investments of
approximately $29.7 million at Dec. 31, 2024, which represented
about 30% of total adjusted debt, when including a $9 million debt
service reserve fund. Days cash on hand was about 278 days in 2024,
which is neutral to the rating outcome.
Fitch's baseline scenario, which is a reasonable forward look at
financial performance over the next five years given current
economic expectations, shows IKF's operating ratio stabilizing well
below 93%. Capital spending is expected to be below depreciation
over this time. Key metrics — MADS coverage and cash to adjusted
debt — remain stable through Fitch's moderate stress scenario and
are consistent with the 'BB' category.
Asymmetric Additional Risk Considerations
No asymmetric risks informed the rating assessment outcomes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deterioration in liquidity such that cash to adjusted debt falls
below 20%;
- Failure to consistently meet the 1.2x coverage covenant for the
$9.3 million MADS.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Growth in unrestricted liquidity such that cash to adjusted debt
stabilizes above 40%;
- MADS coverage that stabilizes above 1.7x.
PROFILE
IKF is a Type C LPC located in Rockville, MD about 15 miles outside
of Washington, D.C. that opened in 2009 and achieved stabilized
occupancy in 2012. It currently offers 366 ILUs, 32 AL units, 32
memory care/AL beds and 45 skilled nursing facility beds. Total
operating revenues (unaudited) were $42.6 million in 2024. IKF is
the only member of the OG.
IKF's parent company and sole corporate member is Westminster
Ingleside King Farm Presbyterian Retirement Communities, Inc.,
d/b/a Ingleside. Ingleside is also the sole member of two other
LPCs, Ingleside at Rock Creek in Washington, D.C. and Westminster
at Lake Ridge (BB/Stable) in Lake Ridge, VA, as well as a
supporting foundation, a for-profit development company that is
largely dormant except for a minor amount of consulting work, and
non-profit home care service provider that was sold in August 2024
and which Ingleside maintains a 15% stake in.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
data from Lumesis.
ESG Considerations
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
INTEGRITY CELEBRATIONS: Files Chapter 11 Bankruptcy in Wisconsin
----------------------------------------------------------------
On February 5, 2025, Integrity Celebrations LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Eastern District
of Wisconsin.
According to court filing, the Debtor reports between $1 million
and $10 million in debt owed to 1 and 49 creditors. The petition
states funds will not be available to unsecured creditors.
About Integrity Celebrations LLC
Integrity Celebrations LLC is a single asset real estate debtor,
as defined in 11 U.S.C. Section 101(51B).
Integrity Celebrations LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No.: 25-20595) on
February 5, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Rachel M. Blise handles the case.
The Debtor is represented by:
Craig Stevenson, Esq.
SWANSON SWEET LLP
8020 Excelsior Drive
Suite 401
Madison, WI 53717
Tel: 608-709-5992
Fax: 608-709-5887
E-mail: cstevenson@swansonsweet.com
INTRUSION INC: Regains Compliance With Nasdaq Bid Price Rule
------------------------------------------------------------
Intrusion Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company received
written notice from the Listing Qualifications Staff of Nasdaq
notifying the Company that, for the last 20 consecutive business
days, from December 27, 2024, through January 28, 2025, the closing
bid price of the Company's common stock was $1.00 per share or
greater. Accordingly, the written notice stated that the Company
has regained compliance with the minimum bid price listing
requirement as set forth under the Rule and the matter was now
closed.
As previously reported, on October 28, 2024, the Company received a
written notification from the Nasdaq Listing Qualifications
Department of The Nasdaq Stock Market that the closing bid price of
the Company's common stock had been below $1.00 per share for the
previous 30 consecutive business days, and that, as a result, the
Company was not in compliance with the minimum bid price
requirement for continued listing on the Nasdaq Capital Market
pursuant to Nasdaq Listing Rule 5550(a)(2). The Company was
provided 180 calendar days, or until April 28, 2025, to regain
compliance.
About Intrusion
Headquartered in Plano, Texas, Intrusion Inc. offers businesses of
all sizes and industries products and services that leverage the
Company's exclusive threat intelligence database of over 8.5
billion IP addresses and domain names. After many years of
gathering intelligence and providing its INTRUSION TraceCop and
Savant solutions exclusively to government entities, the Company
released its first commercial product in 2021, the INTRUSION
Shield. INTRUSION Shield was designed to allow businesses to
incorporate a Zero Trust, reputation-based security solution into
their existing infrastructure to observe traffic flow and instantly
block known malicious or unknown connections from both entering or
exiting a network, making it an ideal solution for protecting from
Zero-Day and ransomware attacks.
As of September 30, 2024, the Company had cash and cash equivalents
of $1.1 million and a working capital deficit of $1 million. In
addition, the Company has incurred net operating losses during the
last four years. These conditions raise substantial doubt about the
Company's ability to continue as a going concern within the next 12
months from September 30, 2024.
As of September 30, 2024, Intrusion had $7.4 million in total
assets, $4.8 million in total liabilities, and $2.6 million in
total shareholders' equity.
J. HOWELL TILLER: Daniel Etlinger Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Daniel Etlinger of
Underwood Murray, P.A. as Subchapter V trustee for J. Howell
Tiller, MD, LLC.
Mr. Etlinger 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. Etlinger declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Daniel E. Etlinger
Underwood Murray, P.A.
100 N. Tampa Street, Suite 2325
Tampa Florida 33602
(813) 540-8401
Email: detlinger@underwoodmurray.com
About J. Howell Tiller
J. Howell Tiller, MD, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 25-30068) on
January 29, 2025, with $0 to $50,000 in assets and $50,001 to
$100,000 in liabilities.
Judge Karen K. Specie presides over the case.
Byron Wright, III, Esq., at Bruner Wright, P.A. represents the
Debtor as legal counsel.
JAGUAR HEALTH: John Fife, Fredrick Waid Hold 9.9% Stake Via Uptown
------------------------------------------------------------------
John Fife and Fredrick Waid disclosed in a Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of January 29,
2024, they beneficially owned 1,290,000 shares of Jaguar Health,
Inc.'s common stock, representing 9.9% of the 13,088,288 shares
outstanding. 12,900 shares are owned on behalf of Mr. Fife while,
1,277,100 shares are owned on behalf of Mr. Waid.
The 1,290,000 shares in this Schedule 13G are issued into the name
of Uptown Capital, LLC, a Utah limited liability company. Uptown
Capital, LLC is wholly-owned by Andersonville Capital, LLC, a
Delaware limited liability company. Andersonville Capital, LLC is
99% beneficially owned by the Van Sicklen Road Trust and 1%
beneficially owned by John M. Fife. The Van Sicklen Trust is
managed by Fredrick Waid, who serves as its trustee. John M. Fife
has sole voting power of Andersonville Capital, LLC.
Uptown Capital, LLC may be reached at:
John M Fife and Fredrick Waid
303 East Wacker Drive, Suite 1040
Chicago, IL 60601
Tel: 312-297-7000
A full-text copy of Uptown Capital's SEC Report is available at:
https://tinyurl.com/4kud4k5y
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a
commercial-stage pharmaceuticals company focused on developing
novel, plant-based, sustainably derived prescription medicines for
people and animals with gastrointestinal distress, including
chronic, debilitating diarrhea. Jaguar Health's wholly owned
subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and
commercializing proprietary plant-based human pharmaceuticals from
plants harvested responsibly from rainforest areas. The Company's
crofelemer drug product candidate is the subject of the OnTarget
study, a pivotal Phase 3 clinical trial for prophylaxis of diarrhea
in adult cancer patients receiving targeted therapy.
Larkspur, California-based RBSM, LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
As of September 30, 2024, Jaguar Health had $58.5 million in total
assets, $42.9 million in total liabilities, $2.5 million in
redeemable preferred stock, and $13.1 million in total
stockholders' equity.
JERVOIS TEXAS: Unsecureds Unimpaired in Prepackaged Plan
--------------------------------------------------------
Jervois Texas LLC and its affiliates filed with the U.S. Bankruptcy
Court for the Southern District of Texas a Disclosure Statement for
the Joint Prepackaged Plan of Reorganization dated January 28,
2025.
The Company is a leading global supplier 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, a
non-operating cobalt mine in the United States, and a nonoperating
refinery in Brazil.
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) (as may be amended,
supplemented, or otherwise modified from time to time, the
"Restructuring Support Agreement"), 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 (collectively, and as further detailed in the
Restructuring Support Agreement, the "Restructuring Transactions").
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 capital.
The Restructuring Transactions will create a company that is
stronger and well-capitalized.
The Consenting Lenders have agreed to vote in favor and support
confirmation of the Debtors' Prepackaged Plan, as set forth in the
Restructuring Support Agreement. The Consenting Lenders hold
sufficient majorities in Class 3 (Prepetition JFO Revolver Claims)
and Class 5 (Prepetition Convertible Notes) as well as the
requisite majority (in claim amount) in Class 4 (Prepetition ICO
Bond Claims) needed to confirm the Prepackaged Plan.
Pursuant to, and subject to the terms of the Restructuring Support
Agreement, the Plan Sponsor has agreed to commit substantial new
capital to fund distributions under the Prepackaged Plan and the
Debtors’ go-forward operations post-emergence, as summarized:
* The Plan Sponsor has committed to provide: (i) a $49 million
debtor-in-possession financing in the form of a senior secured
priming facility that amends the existing Prepetition JFO Facility
(the "DIP JFO Facility") consisting of (A) a $25 million new money
senior-secured priming delayed draw term facility (the "New Money
DIP Facility"), and (B) a $24 million roll up facility of the
existing prepetition delayed draw term loan (the "Roll-Up
Facility"); (ii) on the effective date of the Prepackaged Plan (the
"Effective Date"), $90 million of new equity investment (the "New
Money Investment") in exchange for approximately 51.1% of the new
equity interests to be issued by the Reorganized Debtors, as of the
Effective Date, subject to dilution by the management incentive
plan; and (iii) after the Effective Date, $55 million, in the
aggregate, in one or more equity financings, upon terms and
conditions in form and substance acceptable to the Reorganized
Parent4 and the Plan Sponsor (in the Plan Sponsor's sole and
absolute discretion), which funds, together with a portion of the
proceeds from the New Money Investment, will provide new equity to
restart the São Miguel Paulista nickel cobalt refinery located in
Brazil (the "SMP Refinery");
* On the Effective Date, the Debtors' Prepetition JFO Facility
will be partially paid down in Cash in the amount of $12.5 million,
and the remaining outstanding principal amounts (and go-forward
commitments) shall be converted into, amended, and continued as a
post-Effective Date senior secured revolving facility (the "Exit
Revolver") of up to $150 million in aggregate commitments, subject
to certain terms and conditions, to further support the business
following the Debtors' emergence from these Chapter 11 Cases; and
* Within two days of the confirmation of these Chapter 11
Cases, the Australian Entities intend to commence the Australian
Proceedings, by which the VA Administrator shall be appointed to
each of the Australian Entities. Millstreet or its nominee will put
forward its DOCA Proposal in respect of the Australian Entities. If
the DOCA Proposal is recommended by the VA Administrators and
accepted by the majority of creditors of each of the Australian
Entities, the VA Administrators will implement the proposed DOCA in
respect of the Australian Entities. Following the successful
completion of the Australian Proceedings, Jervois will apply to be
delisted from the Australian Securities Exchange ("ASX") and
Jervois and the Australian Entities will respectively commence
voluntary winding up procedures, pursuant to which the existing
ordinary shares of each of Jervois and the Australian Entities will
be cancelled.
With a prepackaged chapter 11 plan and key stakeholder support in
place pursuant to the Restructuring Support Agreement, the Debtors
expect to emerge well-positioned for success as a private company.
The Debtors anticipate that the $55 million in post-emergence
equity financings will, together with a portion of the proceedings
from the New Money Investment, provide approximately $70 million in
new equity to restart the SMP Refinery.
Class 6 consists of General Unsecured Claims. The legal, equitable,
and contractual rights of the holders of Allowed General Unsecured
Claims are Unimpaired by the Prepackaged Plan. Except to the extent
that a Holder of an Allowed General Unsecured Claim agrees to
different treatment, on and after the Effective Date, the Debtors
shall continue to pay or dispute each General Unsecured Claim in
the ordinary course of business. This Class is unimpaired.
All Existing Equity Interests shall be canceled, released, and
extinguished and will be of no further force or effect.
The Debtors or Reorganized Debtors, as applicable, shall fund
distributions under the Prepackaged Plan with the (i) Debtors' Cash
on hand, (ii) Cash generated from operations, and (iii) funds from
the New Money Investment.
A full-text copy of the Disclosure Statement dated January 28, 2025
is available at https://urlcurt.com/u?l=I5prin from
PacerMonitor.com at no charge.
Proposed Counsel to the Debtors:
Duston K. McFaul, Esq.
SIDLEY AUSTIN LLP
1000 Louisiana Street, Suite 5900
Houston, Texas 77002
Tel: (713) 495-4500
Fax: (713) 495-7799
Email: dmcfaul@sidley.com
- and -
Stephen E. Hessler, Esq.
Anthony Grossi, Esq.
Andrew Townsell, Esq.
Weiru Fang, Esq.
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Email: shessler@sidley.com
agrossi@sidley.com
andrew.townsell@sidley.com
weiru.fang@sidley.com
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.
JETSON LLC: Unsecured Creditors Will Get 3% of Claims in Plan
-------------------------------------------------------------
JETSON LLC filed with the U.S. Bankruptcy Court for the District of
Puerto Rico a Plan of Reorganization dated January 27, 2025.
JETSON LLC is a Limited Liability Company that operates a virtual
supermarket, providing its customers with a digital platform to
shop for groceries and other items. Through this platform, Jetson
receives orders for products stored in dedicated inventories,
specifically managed for this purpose.
The Debtor is owned by and managed by Jetsons Holdings
("Holdings"). After the effective date of the order confirming the
Plan, the directors, officers, and voting trustees of the Debtor,
any affiliate of the Debtor participating in a joint Plan with the
Debtor, or successor of the Debtor under the Plan (collectively the
"Post Confirmation Manager"), will be Holdings. In turn, Holdings
is managed by Mr. Carlos A. Muñiz-Cotté.
As of the Petition Date, the book value of the Debtor's assets
reflected assets in the approximate amount of $222,847.00. The
Debtor's liabilities, in turn, are in the estimated amount of
$526,607.67.
This Plan of Reorganization proposes to pay creditors of the Debtor
from: (a) cash reserves as of the date of the Order of Relief; (b)
cash flows generated from the Debtor's post-petition operations;
and (c) cash-flows generated from Debtor's post confirmation
operations.
This Plan provides for the payment of Administrative Claims,
Priority Tax Claims, a Class of Allowed General Unsecured Claims,
and a Class of Equity Interest Holders. The instant case proposes
to pay the unsecured creditors a total distribution in excess of
$15,000.00 on their respective Allowed Claims.
Class One consists of the Allowed General Unsecured Claims filed
and/or scheduled by the Debtors, if any, allowed under Section 502
of the Code, which are still owed as of the Effective Date of the
Plan. This Class unsecured claims against the Debtors, to the
extent allowed, if any. It is estimated that Allowed Class One
Claims, if any, which have not been otherwise paid prior to the
Effective Date of the Plan, will be in the amount of $526,607.67.
The Allowed Class One Claims shall be satisfied via a total payment
equal to 3% of any Allowed Class One Claim. If claims in Class One
are Allowed as filed, the Total Payment to Allowed Class One
Claimants shall be approximately $15,780.00. This Class is
impaired.
Class 2 consists of the Debtor's Equity (Ownership) Interest over
Property of the Estate. The Debtors will retain their Ownership
Interest in the Property of the Estate.
The Plan establishes that the Plan will be funded from the income
generated or received by the Reorganized Debtor and the reserves
held by the Debtor as of the Effective Date of the Plan. The
Debtors will contribute their cash flows to fund the Plan
commencing on the Effective Date of the Plan and continue to
contribute through the date that Holders of Allowed Class 1 Claims,
in addition to Priority Claims, receive the payments specified for
in the Plan.
A full-text copy of the Plan of Reorganization dated January 27,
2025 is available at https://urlcurt.com/u?l=Z0RvRW from
PacerMonitor.com at no charge.
About JETSON LLC
JETSON LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.P.R. Case No. 24-04623) on Oct. 29, 2024,
with $0 to $50,000 in assets and $100,001 to $500,000 in
liabilities. Judge Edward A. Godoy presides over the case.
Counsel to the Debtor:
Jesus E. Batista Sanchez, Esq.
The Batista Law Group, PSC
Capital Center Building I,
239 Ave. Arterial Hostos, Suite 206
San Juan PR 00918
(787) 620-2856
JL DANIELS: John Caraway Named Subchapter V Trustee
---------------------------------------------------
The U.S. Bankruptcy Administrator for the Northern District of
Alabama appointed John Caraway, Jr. as Subchapter V trustee for JL
Daniels Group, LLC.
The Subchapter V trustee can be reached at:
John M. Caraway, Jr.
2107 5th Avenue North, Ste. 301
Birmingham, Alabama 35203
Phone: 205-214-7942
Email: johncarawayecf@outlook.com
About JL Daniels Group LLC
JL Daniels Group, LLC is a limited liability company in Birmingham,
Ala.
JL Daniels Group filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Ala. Case No. 25-00302) on January
31, 2025. In its petition, the Debtor reports between $1 million
and $10 million in both assets and liabilities.
Judge D Sims Crawford handles the case.
The Debtor is represented by:
Jacquese Antoinette Gary, Esq.
Gary Law, LLC
PO Box 560
Fairfield, AL 35064
Email: jgary@garylawllc.com
KANSAI INC: Unsecured Creditors Will Get 10% of Claims in Plan
--------------------------------------------------------------
Kansai Inc., d/b/a American Woodworking Company, filed with the
U.S. Bankruptcy Court for the Southern District of Ohio a Plan of
Reorganization dated January 30, 2025.
American Woodworking Company was founded in 1989 by a cabinet
maker. In June 2017, Mark Barngrover ("MBarngrover") formed Kansai,
Inc. and purchased the business. Kansai is a premiere architectural
millwork and metal fabrication company recognized nationwide for
precise craftsmanship.
Kansai leases a building located at 3200 Marshall Drive Amelia,
Ohio 45102 (the "Real Estate") which is used for the operations of
the business which currently employs 17 full-time and 3 part-time
employees. The Real Estate is owned by JAZN Properties, LLC whose
sole member is MBarngrover. JAZN is currently in a Chapter 11
Subchapter V in this court as case#24-12575. MBarngrover filed a
personal bankruptcy in the Southern District of Ohio, Western
Division on June 20, 2024, case #24-11386. A discharge was entered
on October 15, 2024.
The Debtor will make monthly payments of no less than $14,000.00
(the "Scheduled Minimum Payments") for 55 months after the
Effective Date which will be disbursed quarterly beginning on the
First Distribution Date. Any Priority tax claims will be paid by
the Debtor in full on the Effective Date of the plan.
In addition to the Scheduled Minimum Payments, the Unsecured
Claimants shall also receive the Additional Profit-Sharing
Distributions based upon the profitability of the business.
Specifically, should the net income in any calendar year beginning
in 2025 exceed 20% of the Projected Net Income, all of such net
profit shall be shared 50% to the unsecured creditors, paid over
the following 12 months, and 50% to the Debtor.
Unsecured creditors shall receive at least 10% of their Allowed
Unsecured Claims with potential higher recoveries up to payment in
full if and to the extent that there are any Additional Profit
Sharing Distributions. The length of the plan from the Effective
Date shall be 55 months. A final payment in the amount to satisfy a
minimum 10% distribution, if payment to Allowed Unsecured Claimants
does not total 10% of the claim, will be made between months 56 to
60.
Total unsecured claims are estimated at $ 460,950.00 for a 10%
distribution. The percentage may be increased, but not reduced,
depending on the profitability of the company and the payment of
any Additional Profit-Sharing Distributions.
Class 7 consists of all Allowed Unsecured Claimants. The Class
7creditors will receive payments under the Plan from the Debtor's
net disposable income over the commitment period. The Debtor has
provided projections with the Plan indicating its general projected
monthly performance over the life of the Plan, and, based on those
projections, Class 7 creditors shall receive at least 10% of their
Allowed Unsecured Claims. In addition, this Class will potentially
receive Additional Profit Sharing Distributions. Class 7 is
impaired under the Plan.
Class 8 consists of the Equity Interests of the Members. Class 8
will retain their equity interests but will receive no dividends or
stock-related benefits until creditors have been paid as required
in this Plan.
During the period from the Confirmation Date up to and including
the Effective Date, the Debtor may continue to operate the
business, subject to all applicable orders of the Bankruptcy
Court.
A full-text copy of the Plan of Reorganization dated January 30,
2025 is available at https://urlcurt.com/u?l=rdEapP from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Eric W. Goering, Esq.
Goering & Goering, LLC
220 West Third Street
Cincinnati, OH 45202
Telephone: (513) 621-0912
About Kansai Inc.
Kansai, Inc. is an architectural millwork and metal fabrication
company specializing in custom manufacturing for the hospitality
industry including bars, restaurants, and retail.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-12574) on November 1,
2024. In the petition signed by Mark Barngrover, president, the
Debtor disclosed $167,577 in assets and $2,072,772 in liabilities.
Judge Beth A. Buchanan oversees the case.
Eric W. Goering, Esq., at Goering and Goering, represents the
Debtor as legal counsel.
KBS REIT: Gets $4.97M Advance Under January Extension Agreement
---------------------------------------------------------------
As previously reported, on November 3, 2021, certain of KBS Real
Estate Investment Trust III, Inc.'s indirect wholly owned
subsidiaries, as portfolio loan borrowers, entered into a loan
agreement with Bank of America, N.A., as administrative agent; BofA
Securities, Inc., Wells Fargo Securities, LLC and Capital One,
National Association as joint lead arrangers and joint book
runners; Wells Fargo Bank, N.A., as syndication agent; and each of
the financial institutions signatory thereto as lenders.
The current lenders under the Amended and Restated Portfolio Loan
Facility are Bank of America, N.A.; Wells Fargo Bank, National
Association; U.S. Bank, National Association; Capital One, National
Association; PNC Bank, National Association; Regions Bank; and
Zions Bankcorporation, N.A., DBA California Bank & Trust.
Effective as of January 23, 2025, KBS REIT III, through the
portfolio loan borrowers, entered into a short-term extension
agreement with Bank of America and the lenders (the "January
Extension Agreement").
On February 6, 2024, July 15, 2024, October 11, 2024 and November
22, 2024, KBS REIT III, through the portfolio loan borrowers,
entered into the fourth, fifth, sixth and seventh loan modification
and extension agreements, respectively, with Bank of America and
the lenders.
Pursuant to the terms of the January Extension Agreement, the
maturity date of the facility was extended to February 6, 2025, and
the lenders agreed to advance the portfolio loan borrowers $4.97
million for the payment of real property taxes related to two
properties, subject to the conditions of the January Extension
Agreement.
As of January 27, 2025, the aggregate outstanding principal balance
of the Amended and Restated Portfolio Loan Facility was
approximately $465.9 million, inclusive of the advance for real
estate taxes discussed above. The Amended and Restated Portfolio
Loan Facility is secured by 60 South Sixth, Sterling Plaza, Towers
at Emeryville, Ten Almaden and Town Center.
Under the January Extension Agreement, Bank of America and the
lenders waived the requirement for the Properties to satisfy the
minimum required ongoing debt service coverage ratio through the
maturity date under the loan documents and waived the requirement
for KBS REIT Properties III LLC, as guarantor, to satisfy a net
worth covenant through the maturity date under the loan documents.
Pursuant to the January Extension Agreement, the portfolio loan
borrowers agreed to pay Bank of America certain costs and expenses
incurred by Bank of America in connection with the January
Extension Agreement. KBS REIT III continues to work with Bank of
America to reach a longer-term extension of the Amended and
Restated Portfolio Loan Facility, though there can be no assurance
as to the certainty or timing of a longer-term extension.
About KBS Real Estate
KBS Real Estate Investment Trust III, Inc., is a Maryland
corporation that has elected to be taxed as a real estate
investment trust (REIT) and it intends to continue to operate in
such a manner. The Company conducts its business primarily through
its Operating Partnership, of which the Company is the sole general
partner. KBS has invested in a diverse portfolio of real estate
investments. As of Dec. 31, 2023, the Company owned 16 office
properties (of which one property was held for non-sale
disposition), one mixed-use office/retail property and an
investment in the equity securities of a Singapore real estate
investment trust (the SREIT).
Irvine, California-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 18, 2024, citing that the Company has $1.2 billion of
loan principal maturing within one year from the date of issuance
of the consolidated financial statements, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
As of September 30, 2024, KBS had $1.96 billion in total assets,
$1.72 billion in total liabilities, and $237.82 million in total
stockholders' equity.
KRT INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: KRT, Inc.
1993 Dewar Drive No. 2
Rock Springs, WY 82901
Business Description: The Debtor operates within the specialized
freight trucking industry.
Chapter 11 Petition Date: February 7, 2025
Court: United States Bankruptcy Court
District of Wyoming
Case No.: 25-20036
Judge: Hon. Cathleen D Parker
Debtor's Counsel: Clark D. Stith, Esq.
CLARK D. STITH
505 Broadway Street
Rock Springs, WY 82901
Tel: 307-382-5565
Fax: 307-382-5552
E-mail: clarkstith@wyolawyers.com
Total Assets: $6,382,948
Total Liabilities: $7,272,774
The petition was signed by Kevin Ringdahl as vice 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/YKMFJBQ/KRT_Inc__wybke-25-20036__0001.0.pdf?mcid=tGE4TAMA
LAXMI CAPITAL: Inks Deal to Extend Cash Collateral Use to April 30
------------------------------------------------------------------
Laxmi Capital, LLC and the U.S. Small Business Administration
reached an agreement extending the company's authority to use cash
collateral from Jan. 31 to April 30.
The company requires the use of cash collateral to operate and pay
ongoing expenses during its Chapter 11 case.
As adequate protection, the SBA will receive a replacement lien on
the company's personal property to the same extent, priority and
validity that its liens attached to the cash collateral. The agency
is also entitled to a priority claim over the life of the company's
bankruptcy case.
Under the stipulation, Laxmi Capital agreed to make payments to the
SBA in the amounts and terms as set forth in the applicable SBA
loan documents during the interim period.
The stipulation is subject to approval by the U.S. Bankruptcy Court
for the Central District of California, San Fernando Valley
Division.
A copy of the stipulation is available at
https://urlcurt.com/u?l=xMhiju from PacerMonitor.com.
About Laxmi Capital LLC
Laxmi Capital, LLC filed Chapter 11 petition (Bankr. C.D. Calif.
Case No. 24-10503) on March 28, 2024, listing up to $50,000 in
assets and up to $10 million in liabilities. Dean Matthew, member
and manager of Laxmi Capital, signed the petition.
Judge Martin R. Barash oversees the case.
Sandford L. Frey, Esq., at Leech Tishman Fuscaldo & Lampl, Inc.,
represents the Debtor as legal counsel.
LI-CYCLE HOLDINGS: Glencore Entities Hold 66.4% Stake as of Jan. 18
-------------------------------------------------------------------
Glencore plc disclosed in a Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of January 18,
2025, it and its affiliated entities -- Glencore International AG
and Glencore Canada Corporation -- beneficially owned an aggregate
of 83,413,201 Common Shares issuable upon the conversion of the
Senior Secured Convertible Note and A&R Glencore Convertible Notes
directly owned by Glencore Canada Corporation, including accrued
but unpaid interest through January 30, 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 66.4% of the
outstanding Common Shares and is calculated based on 42,163,821
Common Shares of the Company outstanding as of as of January 30,
2025 (such outstanding shares based on information provided to the
Reporting Persons by the Company), plus the 83,413,201 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
30, 2025. Mr. Sinha is the Global Head of Recycling at the Glencore
group and holds the securities reported 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.
Glencore may be reached at:
Peter Wright
Glencore Canada Corporation
100 King Street West, Suite 6900
Toronto, A6, M5X 1E3
Tel: (416) 775-1500
A full-text copy of Glencore's SEC Report is available at:
https://tinyurl.com/yuywzd3k
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.
LISBON CONCRETE: Unsecureds Will Get 11% of Claims in Plan
----------------------------------------------------------
Lisbon Concrete Corporation filed with the U.S. Bankruptcy Court
for the Eastern District of North Carolina a Disclosure Statement
describing Chapter 11 Plan of Liquidation dated January 28, 2025.
The Debtor is a North Carolina corporation that has operated in the
Apex, North Carolina since 1995. The Debtor has provided concrete
construction services for the past 30 years.
However, the Debtor ceased operations in October 2024 and intends
to liquidate all assets to pay creditors. The Debtor seeks to
liquidate its assets and wind down operations through a consensual
liquidation under Chapter 11.
The Debtor's business has not been profitable for several years.
Lawsuits and liens resulted in a freeze of the Debtor's deposit
accounts and slowed the collection of receivables to the point that
the Debtor determined that continuing operations would result in
more, not less, debt. Equity holders of the Debtor sold the
building in which the Debtor has operated in December 2024, which
building was not owned by the Debtor, and decided that a
liquidation of the Debtor's assets and an orderly distribution to
creditors would be the best course of action to wind down the
Debtor's operations.
General unsecured creditors are classified in Class 3 and will
receive a distribution of approximately 11% of their allowed
claims, to be distributed as follows: each Allowed General
Unsecured Claim shall be paid the balance of all proceeds from the
Debtor's liquidation to the extent there are funds available after
payment of all Secured and Priority Claims as required under the
Bankruptcy Code.
The Debtor proposes to make the payments proposed in its Plan from
the liquidation of all assets as well as the surrender of
outstanding receivables subject to the lien of Argos USA, LLC.
Class 3 consists of General Unsecured Claims. The Debtor believes
that Allowed General Unsecured Claims total at least $696,870.41.
The Debtor had approximately $6,239.50 in funds on-hand on the
petition date, as well as unencumbered assets with an anticipated
net value of approximately $84,000.00.
The Debtor will satisfy Claims in Class 3 by liquidating all
unencumbered assets via public auction or private sale and by
distributing funds on-hand within fifteen days after the Claims Bar
Date (May 27, 2025), to Allowed General Unsecured Claims, after
satisfying all Administrative costs and expenses, and after the
payment of any filed priority claims. The Debtor is not aware of
any such priority claims at the time of filing this disclosure
statement.
The Debtor expects to pay Allowed General Unsecured Claims in Class
3 that are not disputed no more than a 11% dividend on a pro rata
basis.
Class 4 consists of Anibal Alves, Sr., Anibal Alves, Jr., and
Casimiro Pereira as equity interest holders of the Debtor. Title to
and ownership of all property of the estate will vest in the Debtor
upon confirmation of the Plan, subject to all valid liens of
Secured Creditors under the Confimed Plan. The claims of Equity
Interests shall be subordinated to the claims of all other
creditors.
The Debtor intends to liquidate all of its unencumbered assets no
later than May 27, 2025. The Debtor wil pay all net proceeds eithin
15 days of the Claims Bar Date or the effective date of the Plan,
whichever date is later, first to satisfy all Allowed
Administrative Expenses, then any Allowed Priority Claims and then
to Allowed General Unsecured Claims in Class 3. After all funds
have been disbursed, the case shall close.
A full-text copy of the Disclosure Statement dated January 28, 2025
is available at https://urlcurt.com/u?l=gO9X1E from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Danny Bradford, Esq.
Bradford Law Offices
455 Swiftside Drive, #106
Cary, NC 27518
Tel: (919) 758-8879
Email: Dbradford@bradford-law.com
About Lisbon Concrete Corporation
Lisbon Concrete Corporation is a North Carolina corporation that
has operated in the Apex, North Carolina since 1995, and has
provided concrete construction services for the past 30 years.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C.
Case No. 25-00173) on Jan. 16, 2025, disclosing under $1 million in
both assets and liabilities
Judge Pamela W Mcafee presides over the case.
The Debtor is represented by PAUL D. BRADFORD, PLLC.
LIVEONE INC: Modifies Credit Facility, Lowers Principal to $3.75MM
------------------------------------------------------------------
LiveOne, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on January 28, 2025, it
entered into a new Business Loan Agreement with East West Bank to
update certain terms of the Company's current credit facility with
the Senior Lender, including to reduce the principal amount
outstanding under the Promissory Note to $3,750,000, reflecting the
Company's repayment of $3,250,000 of the principal amount to date,
and to extend the maturity date of the Promissory Note to November
20, 2025.
Borrowings under the Credit Facility are subject to certain
covenants as set forth in the Business Loan Agreement and bear
interest at a rate equal to the "Money Rate" column of The Wall
Street Journal (Western Edition) as determined by the Senior Lender
plus 2.50%, resulting in the initial rate of 10.00%. The Company
may prepay at any time without penalty all or a portion of the
amount owed to the Senior Lender. Pursuant to the Business Loan
Agreement, the requirement that the Company and its related
entities shall at all times maintain a certain minimum cash deposit
with the Senior Lender is maintained at $5,000,000. The Credit
Facility continues to be collateralized by a first lien on all of
the assets of the Company and its subsidiaries. The Business Loan
Agreement includes various financial and other covenants with which
the Company has to comply in order to maintain borrowing
availability, including maintaining required minimum liquidity
amount and Borrowing Base capacity.
Other covenants include, but are not limited to, covenants limiting
or restricting the Company's ability to incur indebtedness, incur
liens, enter into mergers or consolidations involving debt, dispose
of assets, make loans and investments and pay dividends. The
Business Loan Agreement also contains customary events of default
including, but not limited to, payment defaults, covenant defaults,
cross-defaults to other indebtedness, inaccuracy of representations
and warranties, bankruptcy and insolvency events, defects in the
Senior Lender's security interest, change in control events and
material adverse change. The occurrence of an event of default
could result in the acceleration of all obligations of the Company
to the Senior Lender with respect to indebtedness, whether under
the Business Loan Agreement or otherwise.
In connection with the Business Loan Agreement, the Company's
current Promissory Note, dated as of June 2, 2021, issued to the
Senior Lender in the original principal amount of $7,000,000, as
reduced by the repayment amounts discussed above, continues in
effect except as modified by the Business Loan Agreement and the
Change in Terms Agreement, dated as of January 28, 2025, entered
into by the Company and the Senior Lender in connection with the
Business Loan Agreement. Pursuant to the Change in Terms Agreement,
the Company agreed to repay the remaining outstanding principal
amount of the Promissory Note in 9 equal monthly payments of
$400,000 each beginning February 20, 2025, and the final 10th
payment of $151,291.67 on November 20, 2025.
About LiveOne
Headquartered in Los Angeles, Calif., LiveOne, Inc. (NASDAQ: LVO)
(formerly known as LiveXLive Media, Inc.) is a creator-first,
music, entertainment, and technology platform focused on delivering
premium experiences and content worldwide through memberships and
live and virtual events. LiveOne's wholly-owned subsidiaries
include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, CPS,
LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne
is available on iOS, Android, Roku, Apple TV, Spotify, Samsung,
Amazon Fire, Android TV, and through STIRR's OTT applications. For
more investor information, please visit ir.liveone.com.
Los Angeles, Calif.-based Macias Gini & O'Connell LLP, the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated July 1, 2024, citing that the
Company has suffered recurring losses from operations, negative
cash flows from operating activities and has a net capital
deficiency. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
M3B SFR LLC: Case Summary & Five Unsecured Creditors
----------------------------------------------------
Debtor: M3B SFR LLC
1811 East Levee Street
Dallas, TX 75207
Chapter 11 Petition Date: February 7, 2025
Court: United States Bankruptcy Court
Middle District of Georgia
Case No.: 25-40082
Debtor's Counsel: Thomas T. McClendon, Esq.
JONES & WALDEN LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
E-mail: tmcclendon@joneswalden.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Bell as chief restructuring
officer.
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/L3EK7II/M3B_SFR_LLC__gambke-25-40082__0001.0.pdf?mcid=tGE4TAMA
M6 ETX II: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed M6 ETX Holdings II MidCo LLC's (M6 ETX)
Long-Term Issuer Default Rating at 'B'. The Rating Outlook is
Stable. Fitch has also affirmed the senior secured term loan rating
at 'BB-', with a Recovery Rating of 'RR2'.
M6 ETX's ratings are supported by its strong gathering, processing,
treating and transportation footprint in the East Texas Haynesville
Shale basin, its predominantly fixed-fee for service business model
with some long-term revenue assurance contracts, and its strong
counterparty credit quality. The rating also reflects the company's
small size, geographic concentration, volumetric exposure and
limited financial flexibility. M6 ETX's EBITDA leverage has
declined below Fitch's positive sensitivity. However, the company's
EBITDA interest coverage positions it appropriately in the rating
category.
Key Rating Drivers
Strong Financial Leverage: Despite declining throughput volumes,
Fitch expects M6 ETX's 2024 EBITDA to significantly exceed prior
estimates, due to successful contracting efforts, strong marketing
margins, and effective cost management. Fitch expects this
outperformance to drive M6 ETX's EBITDA leverage to around 5.0x in
2024.
Although Fitch expects commodity margin variability and throughput
headwinds to result in EBITDA Leverage increasing in the near term,
it is forecast to remain strong for the rating category. This
anticipated improvement is driven by growing EBITDA contributions
from a revenue assurance contract that begins in 2025 and
expectations for future increases in throughput volumes as
incremental LNG demand materializes.
Financial Flexibility in Focus: Fitch acknowledges that M6 ETX's
EBITDA leverage is projected to remain below its positive
sensitivity. However, Fitch has not taken a positive rating action
due to the company's current financial position. Fitch expects M6
ETX to be FCF negative in 2025, driven by increased capex
requirements related to pipeline and treater capacity expansion.
This negative FCF is likely to pressure the company's liquidity in
the near term. Additionally, Fitch's forecast for muted volume
growth and lower marketing margins leads to expectations of
interest coverage remaining below 2.0x until 2026. These factors
could limit the company's ability to sustain deteriorating market
conditions without financial flexibility becoming a concern.
Near-term Volume Headwinds: Although M6 ETX is well positioned to
benefit from LNG demand growth, there is a risk that gathering
volumes will remain subdued in 2025. Fitch expects Haynesville
producers to approach new production investments cautiously because
of high development costs, long lead times for new wells, and
uncertain demand from recently commissioned LNG projects. As a
result, Fitch does not anticipate a significant increase in M6
ETX's volumes in 2025 unless natural gas prices remain durably
above producers' breakeven costs.
Golden Pass Commissioning: Fitch views the timely completion of the
Golden Pass LNG project as an important consideration for M6 ETX's
credit profile. ExxonMobil, a 30% owner in the project, has sizable
acreage dedication contracts and firm transportation commitments
with M6 ETX. As such, Fitch expects the project's commissioning to
spur meaningful growth in M6 ETX's gathering volumes as the
facility ramps to capacity.
Small Size and Scale: M6 ETX's size and scale are limited with
EBITDA projected to remain below $300 million throughout the
forecast period. The company's operations are also concentrated in
western Haynesville, where production dynamics are highly sensitive
to natural gas prices. Fitch believes this limited size and
geographic concentration could expose the company to outsized event
and capital market risks, particularly if production in the region
is disrupted for an extended period of time.
Mostly Fixed Fees, Volume Exposed: Fitch expects M6 ETX to generate
about 75% of its EBITDA from volume exposed operations. This
exposure is predominantly from the company's gathering and
processing business where customers dedicate production from
specified acreage to M6 ETX and pay a fee based on the volume of
gas transported. This arrangement can lead to cash flow variability
for the company because the volume of gas available to transport is
contingent on producer activity, which fluctuates with market
conditions.
Stability from Ship-or-Pay Contracts: Fitch expects about 25% of M6
ETX's EBITDA to be derived from ship-or-pay contracts. These
contracts enhance the stability to M6 ETX's cash flow profile by
requiring shippers to pay a fixed fee to reserve capacity on its
transmission pipelines, regardless of usage. Most of the company's
key transportation contracts are with investment-grade customers
and have a weighted average term of about eight years. These
commitments may also incentivize shippers with gathering contracts
to develop acreage dedicated to M6 ETX, mitigating the company's
volumetric risk.
Limited Commodity Price Exposure: M6 ETX's direct commodity price
exposure arises from certain contracts that give the company small
quantities of natural gas and natural gas liquids that it sells for
its own account, as well as its marketing operations which aim to
capture commodity or geographic price spreads. The marketing
activities are discretionary and are unlikely to be undertaken
unless economically beneficial. These activities, while not
expected to incur losses, introduce volatility to the company's
cash flow profile. Fitch expects marketing operations to account
for around 10% to 15% of M6 ETX's EBITDA.
Derivation Summary
Summit Midstream Partners, LP (Summit; B-/Positive) and M6 ETX are
similarly sized gathering and processing companies. Summit operates
in multiple producing regions across the U.S., making it more
geographically diverse than M6 ETX. This diversity is somewhat
offset by Summit's focus on mature, declining basins, which lack
the robust fundamentals of the Haynesville basin.
Both companies derive approximately 85% of their cash flow from
fixed-fee contracts, resulting in minimal commodity price exposure.
However, Summit has more exposure to volumetric risk than M6 ETX.
About 25% of M6 ETX's cash flows are supported by ship-or-pay
commitments, whereas less than 10% of Summit's EBITDA comes from
revenue assurance contracts.
Fitch expects Summit to maintain interest coverage above 3.0x and
leverage below 4.0x over the forecast horizon, following the Tall
Oak acquisition. This is an improvement from prior expectations for
interest coverage and leverage of below 2.5x and above 4.0x,
respectively. In contrast, M6 ETX's financial flexibility is
expected to be somewhat constrained in the near term, with interest
coverage below 2.0x and depressed production activity along with
elevated capex contributing to negative FCF in 2025.
Historically, the two companies have had similar financial metrics.
However, M6 has more long-term take-or-pay contracts, which
contributes to its higher rating.
Key Assumptions
- Fitch's oil and gas price deck;
- Throughput volumes remain largely unchanged in 2025, before
increasing gradually from 2026 onwards in response to incremental
demand from LNG export facilities;
- Contracts that expire during the forecast period are either
renewed with current customers or recontracted with new customers
at rates consistent with current levels;
- Substantial reduction to non-fee margins due to the variability
of commodity prices;
- Elevated growth capital spending in 2025 related to an
incremental revenue assurance contract, expanding treater capacity
and various new and deferred expansion projects;
- Base interest rate applicable to the term loan remaining at or
around 4.50%;
- No acquisitions or dividend payments over the forecast period.
Recovery Analysis
The recovery analysis assumes the enterprise value of M6 ETX would
be maximized in a going concern (GC) scenario versus a liquidation
scenario. Fitch contemplates a scenario in which a default is
caused by the insolvency of a key customer due to a very depressed
commodity price environment.
Fitch assumes a sustainable, post-reorganization GC EBITDA of $130
million, reflecting the less favorable contract renewal rate and
lower throughput volumes that would exist in this environment. This
GC EBITDA is lower than the $140 million assumed previously based
on historical volume under-performance and revised expectations for
future volume growth. Fitch estimates M6 ETX would receive a GC
recovery multiple of 6.0x, consistent with multiples seen in past
energy sector reorganizations.
In Fitch's bankruptcy case study report, "Energy, Power and
Commodities Bankruptcies Enterprise Value and Creditor Recoveries",
published in October 2024, the median enterprise valuation exit
multiplies for 51 energy cases was 5.3x, with a wide range of
multiples observed.
Fitch assumes M6 ETX's revolving credit facility would be fully
drawn down at bankruptcy and includes a 10% administrative claim in
its recovery calculations. This results in an 86% recovery for the
Senior term loan and an affirmation of the rating at 'BB-'/'RR2'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Forecast EBITDA leverage above 7.0x or EBITDA interest coverage
below 1.7x;
- Any deterioration in liquidity beyond current expectations,
including but not limited to any significant need to draw on the
company's revolver;
- A significant increase in capex, targeted towards higher business
risk projects;
- An acquisition or acquisitions that meaningfully raise the
business risk of M6;
- One of the top customers approaches a distressed financial
condition, e.g., showing weak access to capital markets.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage expected to be below 6.0x and EBITDA interest
coverage above 2.5x on a sustained basis;
- An expectation that contribution from ship-or-pay and/or minimum
volume commitment contracts, as a percentage of total EBITDA, will
significantly increase from current levels.
Liquidity and Debt Structure
Sufficient Liquidity: As of Sept. 2024, M6 ETX had $49 million in
cash and equivalents, and access to its undrawn $75 million super
priority revolving credit facility. The company's revolving credit
facility and term loan are set to mature in 2027 and 2029,
respectively, with the term loan amortizing at 1% per year.
Both facilities contain financial covenants requiring the company
to maintain a debt service coverage ratio above 1.1x and the
revolving credit facility also limits the Super Senior Leverage
Ratio to 1.25x. M6 ETX was compliant with its covenants as of Sept.
30, 2024, and Fitch expects the company to remain complaint
throughout the forecast period.
Issuer Profile
M6 is a midstream company providing gathering, processing and
treating services to natural gas producers in the East Texas
portion of the Haynesville basin. It also provides long-haul
transportation to the U.S. Gulf Coast LNG, industrial, and utility
demand markets.
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
M6 ETX Holdings II MidCo LLC has an ESG Relevance Score of '4' for
Group Structure due to a somewhat complex group structure. Group
structure considerations have an elevated scope for M6 given the
inter-family/related party transactions with affiliate companies.
This has a negative impact on the credit profile, and is relevant
to the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
M6 ETX Holdings II
MidCo LLC LT IDR B Affirmed B
senior secured LT BB- Affirmed RR2 BB-
MAWSON INFRASTRUCTURE: Celsius Awarded $8.14MM in Arbitration Case
------------------------------------------------------------------
As previously disclosed by Mawson Infrastructure Group, the Company
and two of its subsidiaries, Luna Squares, LLC and Cosmos
Infrastructure LLC have been made respondents in certain
arbitration proceedings filed by Celsius Network Ltd., Celsius
Mining LLC, and Ionic Digital Mining LLC on July 18, 2024, with the
American Arbitration Association in the matter entitled, "Celsius
Network Ltd., Celsius Mining LLC, and Ionic Digital Mining LLC v.
Mawson Infrastructure Group, Luna Squares LLC, and Cosmos
Infrastructure LLC - Case 01-24-0006-4462". The Company and Luna
Squares have denied Celsius' claims in arbitration. In addition,
the Company has filed counter claims and cross claims against
Celsius alleging claims and damages of $6,957,226.01 in unpaid
invoices and $115,000,000 in breach of contract damages, plus
interest and attorney fees, against Celsius.
On January 23, 2025, the arbitrator issued a Partial Final Award
granting in part Celsius' claim against Luna Squares on the
outstanding promissory note executed by Luna Squares in favor of
Celsius. The Partial Final Award granted Celsius monetary damages
in the amount of $8,144,000, plus interest and attorney fees. The
ruling does not directly affect the Company, and the guarantee of
the Company for the promissory note has not been litigated. In
addition, the Company's counterclaims and damages against Celsius
are still in litigation and the Company continues to pursue its
counterclaims and damages expeditiously.
About Mawson Infrastructure Group
Mawson Infrastructure Group specializes in data centers for Bitcoin
miners and AI firms.
Mawson Infrastructure Group's creditors filed a Chapter 11
involuntary petition against the company (Bankr. D. Del. Case No.
24-12726) on December 4, 2024. The petitioning creditors include W
Capital Advisors Pty Ltd, Marshall Investments MIG Pty Ltd, and
Rayra Pty Ltd.
The petitioners' counsel is Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell.
Judge Mary F. Walrath handles the case.
MAWSON INFRASTRUCTURE: Receives Nasdaq's MVLS Deficiency Notice
---------------------------------------------------------------
Mawson Infrastructure Group Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that it
received written notice from the Listing Qualifications Department
of The Nasdaq Stock Market LLC notifying the Company that for the
33 consecutive business days prior to January 24, 2025, the
Company's Market Value of Listed Securities was less than the $35
million minimum required for continued listing on The Nasdaq
Capital Market, as required by Nasdaq Listing Rule 5550(b)(2). In
accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Staff has
provided the Company with 180 calendar days, or until July 23,
2025, to regain compliance with the MVLS Rule. The MVLS Notice has
no immediate effect on the listing of the Company's securities on
The Nasdaq Capital Market, and the Company's common stock continues
to trade under the symbol "MIGI."
If the Company regains compliance with the MVLS Rule during the
180-day compliance period ending on July 23, 2025, the Staff will
provide written confirmation to the Company and close the matter.
To regain compliance with the MVLS Rule, the Company's MVLS must
meet or exceed $35.0 million for a minimum of ten consecutive
business days during the Compliance Period (unless the Staff
exercises its discretion to extend such 10-business day period
under Nasdaq Listing Rule 5810(c)(3)(H)). In the event the Company
does not regain compliance with the MVLS Rule prior to the
expiration of the Compliance Period, it will receive written
notification that its securities are subject to delisting. At that
time, the Company may appeal the delisting determination to a
Nasdaq Hearings Panel.
The Company will continue to monitor its MVLS and consider its
available options to regain compliance with the MVLS Rule. However,
there can be no assurance that the Company will be able to regain
compliance with the MVLS Rule during the Compliance Period or
otherwise maintain compliance with the MVLS Rule or the other
Nasdaq listing requirements.
About Mawson Infrastructure Group
Mawson Infrastructure Group specializes in data centers for Bitcoin
miners and AI firms.
Mawson Infrastructure Group's creditors filed a Chapter 11
involuntary petition against the company (Bankr. D. Del. Case No.
24-12726) on December 4, 2024. The petitioning creditors include W
Capital Advisors Pty Ltd, Marshall Investments MIG Pty Ltd, and
Rayra Pty Ltd.
The petitioners' counsel is Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell.
Judge Mary F. Walrath handles the case.
MGT CAPITAL: Swings to $296K Net Income in Q1 2024
--------------------------------------------------
MGT Capital Investments, Inc. filed its Quarterly Report on Form
10-Q with the Securities and Exchange Commission, reporting net
income of $296,000 on total revenue of $102,000 for the three
months ended March 31, 2024. This compared to a net loss of $3.80
million on total revenue of $107,000 for the three months ended
March 31, 2023.
As of March 31, 2024, the Company had $892,000 in total assets,
$9.02 million in total liabilities, and a total stockholders'
deficit of $8.12 million.
The Company has incurred significant operating losses since
inception and continues to generate losses from operations. As of
March 31, 2024, the Company had an accumulated deficit of
$431,743,000 and cash and cash equivalents of $26,000.
According to MGT Capital, "The Company will require additional
funding to grow its operations. Further, depending upon
operational profitability, the Company may also need to raise
additional funding for ongoing working capital purposes. There can
be no assurance however that the Company will be able to raise
additional capital as and when needed, or at terms deemed
acceptable, if at all. The Company's ability to raise additional
capital is impacted by, among other things, the volatility of
Bitcoin mining economics, inflation and high interest rates, the
banking crisis, the war in Ukraine, the market for Bitcoin, and
regulatory developments with respect to cryptocurrencies generally,
each of which are highly uncertain, cannot be predicted, and could
have an adverse effect on the Company's business and financial
condition.
"Since January 2023, the Company has secured working capital
through the issuance of a convertible note, the sale of equity and
warrants, the sale of assets and related party notes.
"Such factors raise substantial doubt about the Company's ability
to sustain operations for at least one year from the issuance of
these unaudited condensed financial statements."
The full text of the Form 10-Q is available at no charge at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1001601/000149315225004358/form10-q.htm
About MGT
MGT operates a Bitcoin mining facility in LaFayette, Georgia, where
it engages in both self-mining and hosting third-party miners. The
company leases physical space and electrical infrastructure to
other cryptocurrency miners while also managing its own mining
operations. MGT's strategy focuses on growing free cash flow and
expanding its mining activities over the long term.
Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated April
16, 2024. The report highlights that the Company has suffered
recurring losses from operations and will require additional
capital to continue as a going concern. This raises substantial
doubt about the Company's ability to continue as a going concern.
The Company reported a net loss of $6.13 million for the year ended
Dec. 31, 2023, compared to a net loss of $5.98 million for the year
ended Dec. 31, 2022.
"We expect to incur additional net losses over the next several
years as we seek to expand operations. The amount of future losses
and when, if ever, we will achieve profitability are uncertain. If
we are unsuccessful at executing on our business plan, our
business, prospects, and results of operations may be materially
adversely affected," said MGT Capital in its 2023 Annual Report.
MID-ATLANTIC RHEUMATOLOGY: Gets Interim OK to Use Cash Collateral
-----------------------------------------------------------------
Mid-Atlantic Rheumatology, LLC received interim approval from the
U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, to use cash collateral.
The company needs to use cash collateral to pay its operating and
administrative expenses. It projects total expenses of $183,150 for
February.
M & T Bank and ADS Specialty Healthcare, LLC assert security
interests in the cash collateral. Mid-Atlantic Rheumatology owes M
& T Bank and ADS $198,565 and $413,695, respectively.
As protection, the lenders will be granted replacement liens on all
personal property acquired post-petition by the company in case of
any diminution in the value of their interests in the collateral.
In addition, M & T Bank and ADS will receive monthly cash payments
of $3,500 and $15,000, respectively.
The next hearing is scheduled for Feb. 28.
About Mid-Atlantic Rheumatology
Mid-Atlantic Rheumatology, LLC is a medical group practice located
in Millersville, Md., which specializes in internal medicine and
rheumatology.
Mid-Atlantic Rheumatology filed Chapter 11 petition (Bankr. D. Md.
Case No. 25-10845) on January 31, 2025, with up to $1 million in
assets and up to $10 million in liabilities. Erinn Maury, sole
member, signed the petition.
Judge David E. Rice oversees the case.
Daniel Staeven, Esq., at Frost Law, represents the Debtor as
bankruptcy counsel.
MID-ATLANTIC RHEUMATOLOGY: Monique Almy Named Subchapter V Trustee
------------------------------------------------------------------
Gerard Vetter, Acting U.S. Trustee for Region 4, appointed Monique
Almy, Esq., as Subchapter V trustee for Mid-Atlantic Rheumatology,
LLC.
Ms. Almy, a partner at Crowell & Moring, LLP, will be paid an
hourly fee of $800 for her services as Subchapter V trustee and
will be reimbursed for work-related expenses incurred.
Ms. Almy declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Monique D. Almy, Esq.
Crowell & Moring, LLP
1001 Pennsylvania Avenue, NW
Washington, DC 20004
Phone: (202) 624-2935
Email: malmy@crowell.com
About Mid-Atlantic Rheumatology
Mid-Atlantic Rheumatology, LLC is a medical group practice located
in Millersville, Md., that specializes in internal medicine and
rheumatology.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 25-10845) on January 31,
2025, with $679,494 in assets and $2,733,985 in liabilities. Erinn
Maury, MD, sole member, signed the petition.
Judge David E. Rice presides over the case.
Daniel Staeven, Esq. at Frost Law represents the Debtor as
bankruptcy counsel.
MULTIPLAN CORP: Davis Polk Advised Noteholders on Debt Exchange
---------------------------------------------------------------
Davis Polk advised an ad hoc group of holders of MultiPlan
Corporation senior convertible notes in connection with the
exchange of approximately $4.5 billion in aggregate principal
amount of existing first-lien term loans, secured notes, unsecured
notes and convertible notes for a combination of new first-lien
first-out term loans, new first-lien second-out term loans and
senior notes, and new first-lien third-out senior notes, as
applicable, along with a new $350 million first-out first-lien
revolving credit facility.
The transaction closed on January 30, 2025, with holders
representing more than 99% of MultiPlan's existing indebtedness
participating.
MultiPlan Corporation is a provider of data analytics and
technology-enabled end-to-end cost management, as well as payment
and revenue integrity solutions, to the U.S. healthcare industry.
Through its data and technology platform, the company provides
out-of-network cost management, payment and revenue integrity, data
and decision science, business-to-business (B2B) healthcare
payments and other services to the payors of healthcare, which are
primarily health insurers and their administrative-services-only
(ASO) platforms, self-insured employers, federal and state
government-sponsored health plans and other health plan sponsors,
and, indirectly, the plan members who are the consumers of
healthcare services. The company is a partner to over 700
healthcare payors, brokers and others.
The Davis Polk restructuring team included partners Damian S.
Schaible and Eli J. Vonnegut, counsel Aryeh Ethan Falk and Brian
Hecht and associate Amber Leary. The finance team included partner
Kenneth J. Steinberg and counsel Bernard Tsepelman. The capital
markets team included partner Stephen A. Byeff and associate Xi
(Brooke) Zheng. The tax team included partner Corey M. Goodman,
counsel Yixuan Long and associates Charles (David) Collier,
Caroline Peters and Katherine S. Xiu. Partner Elliot Moskowitz
provided litigation advice. All members of the Davis Polk team are
based in the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
As reported by the Troubled Company Reporter on Feb. 4, 2025, S&P
Global Ratings raised its long-term issuer credit rating on
Multiplan Corp. (MPLN) to 'B-' from 'SD' following its completed
debt restructuring. The outlook is stable.
MVL INVESTMENTS: Sec. 341(a) Meeting of Creditors on March 5
------------------------------------------------------------
On February 5, 2025, MVL Investments Group Inc. 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.
A meeting of creditors under Section 341(a) to be held on March 5,
2025 at 09:00 AM by Telephone.
About MVL Investments Group Inc.
MVL Investments Group Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.: 25-11278) on
February 5, 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 Scott M. Grossman handles the case.
The Debtor is represented by:
Mark S. Roher, Esq.
LAW OFFICE OF MARK S. ROHER, P.A.
1806 N. Flamingo Rd. Ste 300
Pembroke Pines, FL 33028
Tel: 954-353-2200
E-mail: mroher@markroherlaw.com
NJ MOBILE: Updates Unsecured Claims Pay Details
-----------------------------------------------
NJ Mobile HealthCare submitted a Second Amended Small Business Plan
of Reorganization dated January 28, 2025.
The Debtors have reached an agreement with a third-party to provide
staffing and management services. It is the intention that the
third-party entity will house the employees of the Debtors and fund
the operating expenses related to said employees, including, but
not limited to, employee payroll.
The third-party has agreed to fund these employee-related operating
expenses and then issue monthly invoices to the Debtors for said
operating expenses. Through this arrangement, the Debtors
anticipate significantly increasing their current operational
capacities thereby generating the increased go-forward revenue
which will be utilized, in part, to fund the Plan payments to
Creditors.
Class 7 consists of Priority unsecured claims. The allowed
unsecured claims total $77,918.44. Each holder of a Class 7 Claim
to receive Cash in an amount equal to the Allowed amount of its
Class 7 Claim in accordance with the Debtors' ordinary course
payroll practices as outlined in the Debtors' projections. Such
applicable payments are to be to be paid from the disposable income
from the Debtors' operations. This Class is impaired.
Class 8 consists of General Unsecured Claims related to unpaid
wages previously earned by current and former employees. The
allowed unsecured claims total $1,111,673.56. Each holder of a
Class 8 Claim to receive Cash in an amount equal to the Allowed
amount of its Class 8 Claim in accordance with the Debtors'
ordinary course payroll practices as outlined in the Debtors'
projections. Such applicable payments are to be to be paid from the
disposable income from the Debtors' operations. This Class is
impaired.
Class 9 consists of All Other General Unsecured Claims against the
Debtors. Each holder of a Class 9 Claim to receive a pro rata share
based on the Allowed amount of its Class 9 Claim in quarterly
installments in accordance with the Debtors' projections. Such
applicable quarterly payments are to be to be paid from the
disposable income from the Debtors' operations and funded on the
final business day of each applicable calendar quarter. The Debtors
project that pro rata distributions to holders of Allowed Class 9
Claims will total approximately 10 100% of each holder's respective
Allowed Claim. This Class is impaired.
The Debtors have reached an agreement with Tri-State whereby Tri
State will be providing staffing and management services to the
Debtors. Specifically, Tri-State will be the entity which will
house employees and fund the operating expenses related to said
employees, including, but not limited to, employee payroll. Tri
State will fund these employee-related operating expenses and then
issue monthly invoices to the Debtors which will be payable on
sixty-day terms.
The Debtors anticipate that through this arrangement with Tri
State, they will be able to recall approximately thirty employees
and increase operations from one unit operating a daily twelve hour
shift to two units operating daily twenty-four hour shifts. Such
increased operations will enable the Debtors to recapture the jobs
being called in by their municipal and "call for service" partners
thereby significantly increasing revenue generated. This increased
revenue will be utilized to fund the payments outlined under the
Plan.
A full-text copy of the Second Amended Plan dated January 28, 2025
is available at https://urlcurt.com/u?l=rsm836 from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Tracy L. Klestadt, Esq.
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS,
LLP
200 West 41st Street
17th Floor
New York, NY 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
Email: tklestadt@klestadt.com
About NJ Mobile HealthCare
NJ Mobile HealthCare, LLC, a company in Mahwah, N.J., provides
compliance-focused, state-of the-art emergency medical services
(EMS) and ambulance transportation services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-16239) on June 20, 2024,
with $1 million to $10 million in both assets and liabilities.
Louis V. Greco III, manager, signed the petition.
Judge John K. Sherwood oversees the case.
Tracy L. Klestadt, Esq. at Klestadt Winters Jureller Southard &
Stevens, LLP represents the Debtor as legal counsel.
NOVA CONSTRUCTORS: Glen Watson Named Subchapter V Trustee
---------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq.,
at Watson Law Group, PLLC as Subchapter V trustee for Nova
Constructors, LLC.
Mr. Watson will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Watson declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Glen Watson, Esq.,
Watson Law Group, PLLC
1114 17th Av. S., Suite 201
P.O. Box 121950
Nashville, TN 37212
Telephone: (615) 823-4680
Email: glen@watsonpllc.com
About Nova Constructors LLC
Nova Constructors LLC, formerly known as Noble Constructors, LLC,
is a full-service building company specializing in construction,
renovation, and pre-construction consulting. The company
comprehensive design and build services, handling projects such as
terrace builds, kitchen remodels, new garage additions, and lake
house renovations.
Nova Constructors sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00389) on January 30,
2025. In its petition, the Debtor reports total assets of $917,066
and total liabilities of $2,775,211.
Honorable Bankruptcy Judge Charles M Walker handles the case.
The Debtor is represented by:
R. Alex Payne, Esq.
Dunham Hildebrand Payne Waldron, PLLC
9020 Overlook Blvd., Suite 316
Brentwood, TN 37027
Tel: 629-777-6529
Fax: 615 777 3765
Email: alex@dhnashville.com
OFFICE PROPERTIES: S&P Downgrades ICR to 'CC', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Newton,
Mass.-based REIT Office Properties Income Trust (OPI) to 'CC' from
'CCC' and its issue-level ratings on its senior unsecured notes due
2026, 2027 and 2031, which are part of the proposed exchange, to
'CC' from 'CCC-'.
S&P said, "At the same time, we affirmed our 'CCC-' issue-level
rating on the company's senior unsecured notes due 2050, which are
not part of the proposed exchange, our 'B-' issue-level ratings on
its existing secured notes due March 2029 and secured notes due
March 2027, and our 'CCC' issue-level rating on its existing
secured notes due September 2029. Our recovery ratings are
unchanged.
"The negative outlook reflects that we will lower our issuer credit
rating on OPI to 'SD' (selective default) upon the completion of
the distressed exchange.
"We view the proposed transaction as a distressed exchange and
tantamount to a default. OPI announced that it is offering the
holders of its unsecured notes due 2026, 2027, and 2031 the option
to exchange their outstanding notes at below par for up to $175 (in
aggregate) of new 8% senior priority guaranteed unsecured notes due
2030. While this proposed exchange could reduce the company's
leverage, if completed, we would view it as a selective default
because lenders would likely receive less than they were originally
promised.
"The company's existing senior unsecured notes due 2050 and senior
secured notes are not part of the exchange offer, and thus our
ratings on these issues are unaffected by the proposed transaction.
OPI's current debt obligations include $425 million outstanding on
its secured credit facility due January 2027 (including the $100
million term loan and $325 million drawn on the revolver), $1.96
billion of secured fixed-rate debt, and $497.6 million of unsecured
notes, of which $335.6 million would be included in the
contemplated exchange.
"The negative outlook indicates that we will likely lower our
issuer credit rating on OPI to 'SD' and our issue-level ratings on
the affected senior unsecured notes to 'D' upon the completion of
the exchange offer."
OFFICE PROPERTIES: S&P Downgrades ICR to 'CC', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Newton,
Mass.-based REIT Office Properties Income Trust (OPI) to 'CC' from
'CCC' and its issue-level ratings on its senior unsecured notes due
2026, 2027 and 2031, which are part of the proposed exchange, to
'CC' from 'CCC-'.
S&P said, "At the same time, we affirmed our 'CCC-' issue-level
rating on the company's senior unsecured notes due 2050, which are
not part of the proposed exchange, our 'B-' issue-level ratings on
its existing secured notes due March 2029 and secured notes due
March 2027, and our 'CCC' issue-level rating on its existing
secured notes due September 2029. Our recovery ratings are
unchanged.
"The negative outlook reflects that we will lower our issuer credit
rating on OPI to 'SD' (selective default) upon the completion of
the distressed exchange.
"We view the proposed transaction as a distressed exchange and
tantamount to a default. OPI announced that it is offering the
holders of its unsecured notes due 2026, 2027, and 2031 the option
to exchange their outstanding notes at below par for up to $175 (in
aggregate) of new 8% senior priority guaranteed unsecured notes due
2030. While this proposed exchange could reduce the company's
leverage, if completed, we would view it as a selective default
because lenders would likely receive less than they were originally
promised.
"The company's existing senior unsecured notes due 2050 and senior
secured notes are not part of the exchange offer, and thus our
ratings on these issues are unaffected by the proposed transaction.
OPI's current debt obligations include $425 million outstanding on
its secured credit facility due January 2027 (including the $100
million term loan and $325 million drawn on the revolver), $1.96
billion of secured fixed-rate debt, and $497.6 million of unsecured
notes, of which $335.6 million would be included in the
contemplated exchange.
"The negative outlook indicates that we will likely lower our
issuer credit rating on OPI to 'SD' and our issue-level ratings on
the affected senior unsecured notes to 'D' upon the completion of
the exchange offer."
OHANA AMERICA: Michael Markham Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 21 appointed Michael Markham, Esq., as
Subchapter V trustee for Ohana America Corp.
Mr. Markham, a partner at Johnson Pope Bokor Ruppel & Burns, LLP,
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. Markham declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael C. Markham, Esq.
Johnson Pope Bokor Ruppel & Burns, LLP
401 E. Jackson Street, Suite 3100
Tampa, FL 33602
Phone: (727) 480-5118
Email: Mikem@jpfirm.com
About Ohana America Corp.
Ohana America Corp. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00646) on January 31,
2025, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Roberta A. Colton presides over the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor
as legal counsel.
ORB TERTIUS: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------
Orb Tertius, LLC asked the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, for authority to use
cash collateral.
The company needs to use cash collateral to pay ordinary expenses
associated with its business operations, including, but not limited
to, funding payroll and other employee related obligations, and
procuring goods and services necessary for operating without
interruption.
Orb Tertius intends to sell its Cafe Solar restaurant, and there
has been interest from potential purchasers, but the landlord has
been challenging the sale and has filed an unlawful detainer action
over a technicality. The company, therefore, needed the tools
offered by the Bankruptcy Code to complete a sale of the
restaurant.
Prior to the petition date, the CDTFA filed a series of state tax
liens against the company for periods spanning July 1, 2023 through
Sept. 30, 2024. The total current amount of the lien is estimated
to be $60,654.
Also prior to the Petition Date, the SBA filed a UCC-1 against the
company on or about June 28, 2020. The estimated current amount of
the lien is $48,000.
With respect to the security interests asserted by lienholders, the
SBA has a security interest in the funds the company generates
through sales, so it is to the SBA's benefit for the company to
continue to operate. Further, the company proposed to provide the
lienholders with replacement liens, to the same extent and with the
same validity of their pre-bankruptcy liens.
About Orb Tertius LLC
Orb Tertius, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 25-bk-10482) on
January 22, 2025, listing up to $500,000 in assets and up to $10
million in liabilities. Milton Sznaider, managing member of Orb
Tertius, signed the petition.
Judge Deborah J. Saltzman oversees the case.
Matthew D. Resnik, Esq., at RHM Law, LLP, represents the Debtor as
bankruptcy counsel.
OUTBRAIN INC: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'BB-' to Outbrain Inc. and OT Midco. Inc.
(collectively Outbrain). Fitch has also assigned a 'BB+' with a
Recovery Rating of 'RR2' to OT Midco. Inc's $625 million senior
secured notes. The Rating Outlook is Stable. Outbrain is set to
acquire Teads S.A. (Teads) for approximately $900 million, using
proceeds from the secured notes and common stock.
The IDR reflects Outbrain's increased operating scale, market
position, and diversified advertising platform following its merger
with Teads. Fitch anticipates the merger will improve the operating
profile for both entities, which had faced pressure due to
advertising market softness starting in 2H23. Fitch projects
ex-Traffic Acquisition Cost (Ex-TAC) EBITDA margins will rise to
the mid-30s, with Fitch-calculated leverage falling below 3x by
FY26.
Risks to the credit profile include integration challenges, the
industry's low entry barriers and uncertainty regarding recovery in
the digital advertising market in FY25.
Key Rating Drivers
Increased Scale and Market Position: Fitch believes the merger
strengthens Outbrain's competitive position in the fragmented
digital advertising space by providing access to greater scale and
global audiences. The merger unifies leaders in performance
advertising, branding, and omnichannel video, creating one of the
largest global end-to-end advertising platforms.
This enhances cross-sell and upsell opportunities between Outbrain
and Teads, benefiting advertising and publishing partners. It also
supports Outbrain's expansion into high-growth, high-margin
services, and new markets, while combining data and technology
assets for synergies.
Advertising Headwinds: The diversified media industry has faced
significant macroeconomic and operating headwinds due to a
lingering advertising recession that began in 2H23. Teads faced
additional headwinds in 4Q24 due to political uncertainty in France
and lower political advertising spend in the US on its digital
platforms. Fitch believes the additional headwinds for Teads are
one-off and Fitch expects revenue growth in FY25 driven by improved
macroeconomic conditions and expansion into fast-growing digital
advertising segments, aligning with broader industry trends.
Improved Profitability and FCF Generation: Fitch projects Teads
will boost Outbrain's FY25 revenue by nearly 60% and expand
adjusted ex-TAC EBITDA margins to mid-30s for FY25-FY27, up from
12% in FY23. This will drive positive FCF generation throughout the
forecast horizon with FCF margins in the low to mid-single digits.
Outbrain estimates $65 million-$75 million of run rate synergies to
be realized in FY26, primarily from TAC-related savings and a
streamlined operating model. These synergies are largely
achievable, and its rating case assumes aggregate savings of $60
million-$70 million by FY26.
Manageable Acquisition Risks: Fitch considers the integration and
execution risks to be manageable due to the extensive pre-merger
and integration planning conducted by management. The company is
poised to achieve higher synergies and quicker execution, following
transaction close.
Declining Leverage Post Transaction: Fitch expects reduced credit
risk following Outbrain's acquisition of Teads, with
Fitch-calculated EBITDA leverage in the mid-3x range at deal
closing. The post-merger capital structure will comprise $625
million senior secured notes and a $100 million super senior
revolver, which will be undrawn at close. Fitch-calculated leverage
is projected to fall below 3x by FY26, driven by significant
incremental EBITDA from Teads and organic growth from Outbrain.
Management has committed to maintaining modest long-term debt
levels and has guided to leverage reduction post-close.
Conservative Capital Allocation: Outbrain does not have a publicly
stated leverage target but is committed to deleveraging through
organic growth and FCF generation. In light of the Teads
acquisition, Outbrain plans to suspend all share buybacks,
including its existing $30 million share buyback program.
Additionally, the company does not foresee any dividend
distributions or M&A transactions in the short to medium term.
Fitch's forecast model excludes any capital raising or M&A
activities.
Strategic Partnerships Driving Growth: Fitch believes the combined
publisher and advertiser relationships from the merger will drive
revenue growth by connecting leading brands with premium
publishers. Outbrain has exclusive long-term relationships with
publishers such as Dotdash Meredith, Vocento and CNN. About 80% of
its publisher contracts are multiyear, with an average tenure of
seven years among its top 20 partnerships. Similarly, Teads has
over 50 joint business partnerships with leading global brands,
including LVMH, and Visa.
Highly Competitive Environment: Outbrain faces significant
competition from major players such as Google, Facebook, TikTok,
Twitter, and Snap. The competitive pressure from the majors could
intensify if they decide to target the Open Internet space as part
of their growth strategy or leverage their position to make
unfavorable changes to browsers, operating systems, and other
platforms. Additionally, Outbrain encounters competitive risks in
its relationships with publishers. Despite currently holding some
page placement exclusivity with its publisher partners, the rise of
header bidding opportunities could result in publishers opting out
of exclusive agreements.
Regulations and Anti-Tracking Developments: Fitch notes that
Outbrain and Teads have developed privacy-sustainable, cookie-less
technologies, such as contextual and audience targeting, which
should reduce their susceptibility to regulatory changes. Digital
advertising platforms rely on cookies and other tracking methods
for targeted ads, and new legislation could impact these services.
Additionally, companies like Apple and Google have introduced
features to enhance privacy, limiting tracking and affecting
advertisers' reach.
Parent-subsidiary Linkage: Fitch equalizes the IDRs of Outbrain
Inc. and OT Midco Inc due to a stronger parent and high legal
incentives, evidenced by parent guarantees.
Derivation Summary
The 'BB-' IDR reflects the company's enhanced operating scale and
diversified advertising platform post-merger with Teads. The
ratings are constrained by a highly competitive and fragmented
market which includes larger advertising companies with significant
market share and AdTech capabilities.
Fitch equalizes the IDRs for Outbrain and OT Midco Inc. due to
strong legal, strategic, and operational ties.
Outbrain has a smaller scale compared to AppLovin (BBB-/Stable),
which is a market leader in the fast-growing mobile gaming
performance marketing industry. AppLovin has lower leverage with
structurally higher EBITDA and FCF margins. Outbrain has similar
scale and leverage but lower margins compared with Red Ventures
(BB-/Negative) which is a leading technology-enabled customer
acquisition platform that partners with companies to optimize the
customer acquisition lifecycle.
AppLovin and Red Ventures are not direct peers to Outbrain,
however, both companies operate in the digital advertising market.
Key Assumptions
- Merger with Teads closes in February 2025;
- Pro forma for Teads, FY25 revenue for the combined company
increases by 2% as advertising demand stabilizes and Outbrain
accelerates the roll-out of its combined digital offerings to
customers. Thereafter, revenue grows in the mid-single digits
primarily due to fast growing segments including CTV and online
video;
- EBITDA margins expand to the mid-teens, while Ex-TAC margins
expand to the mid-30s due to higher margin Teads acquisition and
operating synergies. Fitch assumes total realized synergies of
approximately $125 million by FY27;
- Capex intensity maintained in the mid-2s over the ratings
horizon.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA Leverage remains above 4.0x on a sustained basis;
- Deterioration in operating profile including a significant
slowdown in revenue and/or EBITDA growth with margins at or below
10%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA Leverage sustained below 3.0x;
- Operating scale improvement such that revenue grows in the mid-
to high-teens and EBITDA margin is maintained at or exceeds 15%.
Liquidity and Debt Structure
Outbrain's liquidity sources include proceeds from the senior
secured notes, approximately $83 million cash on the balance at
transaction close, and an undrawn $100 million revolving credit
facility.
Outbrain's capital structure comprises an undrawn $100 million
super senior revolving credit facility maturing in 2029 and $625
million first-lien senior secured notes, maturing in 2030.
Issuer Profile
Outbrain is a leading technology platform that connects media
owners and advertisers with engaged audiences to drive business
outcomes across the Open Internet.
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
----------- ------ --------
Outbrain Inc. LT IDR BB- New Rating
OT MidCo Inc. LT IDR BB- New Rating
senior secured LT BB+ New Rating RR2
OUTFRONT MEDIA: BlackRock Reports 15.2% Equity Stake
----------------------------------------------------
BlackRock, Inc. disclosed in Schedule 13G/A Report filed with the
U.S. Securities and Exchange Commission that as of December 31,
2024, it beneficially owned 25,154,922 shares of OUTFRONT Media
Inc.'s common stock, representing 15.2% of the shares outstanding.
BlackRock, Inc. may be reached at:
Spencer Fleming
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
Tel: (212) 810-5800
A full-text copy of BlackRock's SEC Report is available at:
https://tinyurl.com/298jvv92
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites.
OUTFRONT Media reported a net loss attributable to the Company of
$430.4 million for the year ended December 31, 2023, compared to a
net income of $147.9 million for the year ended December 31, 2022.
As of September 30, 2024, OUTFRONT Media had $5.2 billion in total
assets, $4.5 billion in total liabilities, $13.5 million in
redeemable noncontrolling interests, $119.8 million of preferred
stock, and $618.2 million in total shareholders' equity.
* * *
Egan-Jones Ratings Company, on September 10, 2024, maintained its
'CCC' foreign currency and local currency senior unsecured ratings
on debt issued by OUTFRONT Media Inc.
OUTKAST ELECTRICAL: Unsecureds Will Get 24% of Claims over 5 Years
------------------------------------------------------------------
Outkast Electrical Contractors, Inc. and David B. Madoff, the
duly-appointed Subchapter V operating trustee, submitted a Joint
Subchapter V Plan of Reorganization dated January 28, 2025.
The Debtor is a Massachusetts business corporation, which was
formed in May 2012, and does business at 39 Johnson Road,
Dorchester, Ma. However, prior iterations of the company go back to
1996.
Paul Gray is President and 50% holder of the equity interest in the
Debtor. Kevin Scarlett is the Treasurer and 50% holder of the
equity interest. As of the Petition Date, the Debtor had
approximately 25 employees but this number fluctuates depending
upon the size and number of existing projects. Its main business
consists of commercial, industrial, residential and mixed use
installation of electrical systems.
On February 13, 2024, the Debtor filed a voluntary petition for
relief under Subchapter V of Chapter 11 of the Bankruptcy Code.
Pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code, the
Debtor managed its businesses and financial affairs as a
debtor-in-possession, until, on August 13, 2024, the Court entered
an Order removing the Debtor from possession, and appointing the
Trustee as the operating trustee. The Trustee continues to oversee
the operation of the business, with the Debtor's principal, Paul
Gray, and the existing staff of the Debtor.
Under the Plan, the Debtor intends to: (i) repay its administrative
and priority (non-tax) claims in accordance with terms agreed upon
by the creditors; (ii) repay its priority tax claims in accordance
with Section 1129(a)99)(C) and (D) of the Code; (iii) restructure
and repay in full the remaining debt of its two senior lenders, BDC
Community Capital and Lowell Community Loan Fund, Inc., d/b/a Mill
Cities Community Investments; (iv) bring current, to the extent
they are behind, and continue to pay in accordance with their
terms, all auto loans; and (v) pay a reasonable dividend, based on
future net profits, to general unsecured creditors, including the
wholly undersecured claim of the SBA.
The Plan contemplates that the Debtor will remain in business and
continue to grow with new contracts. Admittedly, the Plan is
speculative, because the Debtor does not know what contracts it
will have over the next five years. However, attached are a series
of documents that the Debtor believes demonstrate a likelihood that
it will be successful in winning project bids necessary to complete
the budget, including: (1) purchase orders for two new projects and
a letter of intent for a third project; (2) a letter of support
from NEI General Contracting, a general contractor currently
working on a large job at Columbia Crossing in Dorchester.
Class 3 is comprised of all holders of Allowed general unsecured
claims against the Debtor. Based upon the proofs of claim that have
been filed and the Debtor's Schedules, there is approximately
$750,000.00 in Class 3 claims. Class 3 is impaired.
Based on the Budget, in full and complete settlement, satisfaction
and release of all Allowed Class 3 Claims, each holder of an
Allowed Class 3 Claim shall receive the Debtor's projected net
disposable income over the five-year period following the Effective
Date, which amount is expected to be no less than $179,000.
Payments will be made in twenty quarterly installments beginning in
the second quarter of 2025. The Debtor projects that the total
distribution to Class 3 Claimants will be approximately 24 percent
(179,000 divided by 750,000) of such Allowed Class 3 Claims.
The holders of Class 9 Interests will retain such Interests in the
Debtor.
The Plan will be funded from the Debtor's future earnings and
income. Upon the Effective Date, the Debtor is authorized to take
all action permitted by law, including, without limitation, to use
its cash and other assets for all purposes provided for in the Plan
and in its business operations, and to borrow funds and to transfer
funds for any legitimate purpose.
A full-text copy of the Subchapter V Plan dated January 28, 2025 is
available at https://urlcurt.com/u?l=sM73Yz from PacerMonitor.com
at no charge.
Counsel to the Trustee:
David B. Madoff, Esq.
Steffani M. Pelton, Esq.
MADOFF & KHOURY LLP
124 Washington Street
Foxboro, MA 02035
Telephone: (508) 543-0040
Email: madoff@mandkllp.com
About Outkast Electrical Contractors
Outkast Electrical Contractors, Inc. provides full-service
commercial electrical construction and renovation services
throughout the greater Boston area. The company is based in
Dorchester Center, Mass.
Outkast filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mass. Case No. 24-10272) on February 13,
2024, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Paul Gray, president, signed the petition.
Judge Janet E. Bostwick oversees the case.
John Sommerstein, Esq., at John F. Sommerstein represents the
Debtor as legal counsel.
PENNYMAC FINANCIAL: Moody's Rates New $650MM Unsecured Notes 'Ba3'
------------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to PennyMac Financial
Services, Inc.'s (PFSI) proposed $650 million backed long-term
senior unsecured notes maturing 2033. The notes will be guaranteed
on an unsecured basis by each of PFSI's existing and future
domestic subsidiaries, including Private National Mortgage
Acceptance Co, LLC (Private National) and PennyMac Loan Services,
LLC, subject to certain exclusions. The company intends to use net
proceeds from the offering to partially pay down its secured
mortgage servicing rights (MSR) funding facilities and other
general corporate purposes. PFSI's outlook is stable.
RATINGS RATIONALE
Moody's view the proposed transaction as a modest credit positive
because the financing will reduce the company's reliance on secured
MSR financing, increasing its financial flexibility. Given the
difficult operating environment for non-bank mortgage companies
over the last several years, PFSI had increased its reliance on
secured MSR financing, like many of its peers. PFSI's ratio of
secured corporate debt to total corporate debt rose to 60% as of
September 30, 2023 from 42% as of year-end 2021. However, over the
last year and a half, the company has again increased its reliance
on unsecured debt with the ratio falling to 35% as of September 30,
2024. As of September 30, 2024, PFSI had $1.7 billion outstanding
of secured MSR funding, which it intends to partially pay down with
net proceeds of the unsecured note offering. As such, overall
corporate leverage will remain at current levels, but proforma the
transaction the company's ratio of outstanding secured debt to
total corporate debt ratio will fall to around 22%, a credit
positive.
PFSI's Ba2 corporate family rating (CFR) reflects the company's
track record of strong operational performance and franchise
position supporting its solid profitability, strong capital levels
and experienced management team. Furthermore, the company's
operations are modestly more diversified than other rated US
non-bank mortgage companies.
PFSI's Ba3 backed long-term senior unsecured debt rating is based
on the company's Ba2 CFR and the application of Moody's Ratings'
Loss Given Default for Speculative-Grade Companies methodology and
model. The one-notch differential between PFSI's Ba3 backed
long-term senior unsecured debt rating and Ba2 CFR is reflective of
the ranking of senior unsecured obligations in PFSI's capital
structure.
PFSI's stable outlook is reflective of Moody's expectation that the
company will be able to maintain above-peer profitability, minimize
operational risk from past rapid growth, and maintain solid capital
levels while continuing to strengthen its franchise positioning and
maintain its liquidity profile over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if PFSI strengthens its solid
financial performance, whereby Moody's expect that long-term
through-the-cycle profitability as measured by net income to
average assets will average at least 4.0%. In addition, the company
would need to maintain strong capital levels as measured by
tangible common equity (TCE) to adjusted tangible managed assets
(TMA) above 20.0%, continue to strengthen its franchise
positioning, particularly in the direct-to-consumer and broker
origination channels, and improve its funding structure by reducing
its reliance on secured corporate debt.
The ratings could be downgraded if PFSI's financial performance
deteriorates; for example, if net income to managed assets is
expected to remain below 3.0%, or if leverage increases such that
PFSI's TCE to adjusted TMA falls below and is expected to remain
below 17.5%. In addition, PFSI's senior unsecured bond rating and
Private National's long-term issuer rating could be downgraded if
the portion of secured debt to total corporate debt increases and
remains above 65%; under this scenario, Moody's would expect the
loss on senior unsecured obligations in the event of default to be
materially higher.
The principal methodology used in this rating was Finance Companies
published in July 2024.
PLASKOLITE PPC: S&P Downgrades ICR to 'CCC', On Watch Developing
----------------------------------------------------------------
S&P Global Ratings lowered its issuer-credit rating on Plaskolite
PPC Intermediate II LLC to 'CCC' from 'CCC+' and its issue-level
rating on the first-lien term loan to 'CCC' from 'CCC+'. The '3'
recovery rating indicates its expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery in the event of a payment default.
S&P simultaneously placed all our ratings on Plaskolite on
CreditWatch with developing implications.
The CreditWatch placement reflects the potential for another rating
change (lower or higher) within the coming months, depending on the
company's success in refinancing its capital structure.
The narrowing time to maturity of Plaskolite's 2025 senior secured
credit facilities pressures our ratings. Almost $750 million of the
company's nearly $1 billion capital structure, including its $88
million RCF ($55 million drawn) and $683 first-lien term loan,
comes due in May 2025 and December 2025, respectively. While S&P's
understand the company is in the process of negotiating a
refinancing deal, elevated leverage, cash flow deficits, and
uncertainty around its earnings recovery could impede its efforts.
Failure to successfully address the maturities in the coming weeks
will likely cause us to lower our ratings on the company.
S&P said, "Despite sequential improvements in shipped volumes and
earnings in 2024, we do not believe the company's performance in
2025 will be such that debt leverage improves significantly. In the
current higher-for-longer interest rate environment, we believe the
company's material exposure to interest rate-sensitive end markets
such as construction, automotive, and bath and spas increases the
uncertainty around the timing and magnitude of earnings recovery.
As such, we expect S&P Global Ratings-adjusted debt leverage to
remain elevated at least through 2025, leading us to believe the
company's capital structure is likely to remain unsustainable in
the near term.
"We expect to resolve the CreditWatch status within 90 days. The
CreditWatch placement with developing implications reflects the
high likelihood of a change in our ratings on Plaskolite in the
coming months. We could raise our ratings following the successful
refinancing of the company's capital structure. Alternatively, we
could lower our ratings if the company did not timely address its
upcoming maturities, experienced a liquidity crunch, or pursued a
debt restructuring that we viewed as equivalent to a default."
PROSPECT MEDICAL: Russell Johnson Represents Utility Companies
--------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Firm of Russell R. Johnson III, PLC, submitted a verified
statement to disclose that it is representing the utility companies
in the Chapter 11 cases of Prospect Medical Holdings Inc. and its
affiliates.
The Utilities have unsecured claims against the Debtors arising
from prepetition utility usage.
The Law Firm of Russell R. Johnson III, PLC was retained to
represent the Utilities in January 2025.
The names and addresses of the Utilities represented by the Firm
are:
1. PECO Energy Company
Attn: Lynn R. Zack, Esq.
Assistant General Counsel
Exelon Corporation
2301 Market Street, S23-1
Philadelphia, Pennsylvania 19103
2. Southern California Gas Company
Attn: Cranston J. Williams, Esq.
Office of the General Counsel
555 W. Fifth Street, GT14G1
Los Angeles, CA 90013-1034
3. Southern California Edison Company
Attn: Jeffrey S. Renzi, Esq.
Director and Managing Attorney
Southern California Edison Company, Law Department
2244 Walnut Grove Avenue
Rosemead, California 91770
4. The Connecticut Light & Power Company
Yankee Gas Services Company
Attn: Honor S. Heath, Esq.
Eversource Energy
107 Selden Street
Berlin, Connecticut 06037
5. Rhode Island Energy
Attn: Tonya M. Harris, Esq.
PPL Corporation
Two City Center
645 Hamilton Street
Allentown, Pennsylvania 18101
The Firm can be reached at:
Russell R. Johnson III, Esq.
LAW FIRM OF RUSSELL R. JOHNSON III, PLC
2258 Wheatlands Drive
Manakin-Sabot, VA 23103
Telephone: (804) 749-8861
Facsimile: (804) 749-8862
E-mail: russell@russelljohnsonlawfirm.com
About Prospect Medical Holdings Inc.
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.
PULASKI SAVINGS: First Bank Failure of 2025
-------------------------------------------
Pulaski Savings Bank of Chicago, Ill. was closed Jan. 17, 2025, by
the Illinois Department of Financial and Professional Regulation,
which appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver. To protect depositors, the FDIC entered into a purchase
and assumption agreement with Millennium Bank of Des Plaines, Ill.,
to assume all deposits of Pulaski Savings Bank.
The sole office of Pulaski Savings Bank was scheduled to reopen as
a branch of Millennium Bank during its normal business hours on
Sat., Jan. 18, 2025. Depositors of the failed bank automatically
became depositors of Millennium Bank. The deposits assumed by
Millennium Bank will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship.
As of Sept. 30, 2024, Pulaski Savings Bank reported total assets of
$49.5 million and total deposits of $42.7 million. Millennium Bank
agreed to assume all deposits at the time of closing for a 4.61%
premium. It will also purchase approximately $45.0 million of the
failed bank's assets. The FDIC will retain the remaining assets for
later disposition.
The FDIC preliminarily estimates that the failure will cost its
Deposit Insurance Fund (DIF) about $28.5 million. The estimate will
change over time as assets are sold. Suspected fraud caused the
higher estimated cost to the DIF.
Pulaski Savings Bank is the first bank to fail in the nation this
year. The last bank failure was The First National Bank of Lindsay,
in Lindsay, Okla. on Oct. 18, 2024. The last failure in Illinois
was Washington Federal Bank for Savings in Chicago, Ill. on Dec.
15, 2017.
R & R TRAILERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: R & R Trailers, Inc.
55431 Franklin Dr.
Three Rivers, MI 49093
Business Description: R & R Trailers specializes in manufacturing
American-made aluminum trailers for
a variety of uses, including hauling cars,
cargo, and recreational vehicles. Their
trailers offer exceptional performance,
reliability, and versatility, providing safe
and efficient transportation for both work
and leisure needs.
Chapter 11 Petition Date: February 7, 2025
Court: United States Bankruptcy Court
Western District of Michigan
Case No.: 25-00318
Judge: Hon. Scott W Dales
Debtor's Counsel: Steven M. Bylenga, Esq.
CBH ATTORNEYS & COUNSELORS, PLLC
Main Office
25 Division Avenue S., Suite 500
Grand Rapids, MI 49503
Tel: 616-608-3061
Fax: 616-719-3782
E-mail: nikki@chasebylenga.com
Total Assets: $276,910
Total Liabilities: $1,351,582
The petition was signed by Ross M. Daniels as shareholder and
vice-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/JSHRBRQ/R__R_Trailers_Inc__miwbke-25-00318__0001.0.pdf?mcid=tGE4TAMA
RIVER SPRINGS: S&P Places 'BB+' Bonds Rating on Watch Negative
--------------------------------------------------------------
S&P Global Ratings placed its 'BB+' rating on the California School
Finance Authority's debt outstanding, issued for River Springs
Charter School, Calif. (RSCS), specifically its series 2022A-D and
2023A-B bonds, on CreditWatch with negative implications.
"The CreditWatch negative placement reflects the potential for us
to withdraw the rating if we do not receive all requested
enrollment, demand, and budget and debt information from River
Springs within 30 days," said S&P Global Ratings credit analyst
Peter Murphy.
S&P said, "However, if RSCS provides us with all requested
enrollment, demand, and financial information that we assess as
relevant to our full review process within 30 days, we will review
the information and take whatever rating action we deem appropriate
within 90 days of the CreditWatch placement."
SAFE & GREEN: Issues $143,750 Promissory Note to 1800 Diagonal
--------------------------------------------------------------
Safe & Green Holdings Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that it executed
and issued a Promissory Note in favor of lender, 1800 Diagonal
Lending LLC, in the aggregate principal amount of $143,750, and an
accompanying Note Purchase Agreement, executed on January 22,
2025.
The Note was purchased by the Lender for a purchase price of
$125,000, representing an original issue discount of $18,750. A
one-time interest charge of 15% will be applied on the issuance on
the issuance date to the Principal. Under the terms of the Note,
beginning on February 28, 2025, the Company is required to make
nine monthly payments of accrued, unpaid interest and outstanding
principal, each payment in the amount of $18,368. The Company shall
have a five-business day grace period with respect to each payment.
Any amount of principal or interest which is not paid when due will
bear interest at the rate of 22% per annum from the due date
thereof until the same is paid. The Company has the right to
accelerate payments or prepay in full at any time with no
prepayment penalty.
Among other things, an event of default will be deemed to have
occurred if the Company fails to pay the principal or interest when
due on the Note, whether at maturity, upon acceleration or
otherwise, if bankruptcy or insolvency proceedings are instituted
by or against the Company or if the Company fails to maintain the
listing of its common stock on The Nasdaq Stock Market. Upon the
occurrence of an Event of Default, the Note will become immediately
due and payable and the Company will be obligated to pay to the
Lender, in satisfaction of its obligations under the Note, an
amount equal to 200% times the sum of the then-outstanding
principal amount of the Note plus accrued and unpaid interest on
the unpaid principal amount of the Note to the date of payment,
plus Default Interest, if any.
After an Event of Default, the Lender will have the right to
convert all or any part of the outstanding principal and unpaid
amount of the Note into shares of the Company's common stock. For a
period of 180 days following the Issue Date, the conversion price
will be fixed at $1.30 per share. Following the Initial Conversion
Period, the conversion price will be $0.10 per share. The Note may
not be converted into shares of the Company's common stock if the
conversion would result in the Lender and its affiliates owning an
aggregate of in excess of 4.99% of the then-outstanding shares of
the Company's common stock. In addition, unless the Company obtains
shareholder approval of such issuance, the Company shall not issue
a number of shares of its common stock under the Note, which when
aggregated with all other securities that are required to be
aggregated for purposes of Nasdaq Rule 5635(d), would exceed 19.9%
of the shares of the Company's common stock outstanding as of the
date of the definitive agreement with respect to the first of such
aggregated transactions. Upon the occurrence of an Event of Default
as a result of the Company being delisted from Nasdaq, the
Conversion Limitation shall no longer apply.
So long as the Company has any obligation under the Note, the
Company shall not, without the Lender's written consent, sell,
lease, or otherwise dispose of any significant portion of its
assets outside the ordinary course of business. Any consent to the
disposition of any assets may be conditioned upon a specified use
of proceeds of disposition.
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.
SAFE & GREEN: Subsidiary Sells $104,930 in Receivables for $70,000
------------------------------------------------------------------
Safe & Green Holdings Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that SG Building
Blocks, Inc., a wholly owned subsidiary of the Company, entered
into a Cash Advance Agreement with Core Funding Source LLC pursuant
to which SG Building Blocks sold to Buyer $104,930 of its future
receivables for a purchase price of $70,000, less underwriting fees
and expenses paid, for net funds of $63,000.
Pursuant to the Cash Advance Agreement, Buyer is expected to
withdraw $2,998 per day directly from SG Building Blocks' bank
account until the $104,930 due to Buyer under the Cash Advance
Agreement is paid. In the event of a default, Buyer, among other
remedies, can demand payment in full of all amounts remaining due
under the Cash Advance Agreement.
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.
SNS OG LLC: Closes Restaurant to Liquidate Assets, Repay Creditors
------------------------------------------------------------------
Emma Dill of WilmingtonBiz reports that Sweet n Savory Cafe in
Wilmington has permanently closed following its recent Chapter 7
bankruptcy filing.
Owner Rob Shapiro confirmed the closure in a text message to the
Business Journal on February 7. Court records show that in October
2024, SNS OG LLC, the business entity, voluntarily filed for
Chapter 11 bankruptcy. The case was converted to Chapter 7, leading
to the restaurant’s closure at 5 p.m. on Thursday. Chapter 7
bankruptcy involves liquidating nonexempt assets to repay
creditors, according to the U.S. Courts website.
On Feb. 7, a Facebook post from the restaurant informed patrons of
the closure due to "unfortunate circumstances," the report said.
In a text, Shapiro described January as "financially disastrous"
for the business.
"We completely ran out of cash both in the business and
personally," he stated. "SNS required 2,500-3,000 guests per week,
but post-COVID, we only managed 1,500-2,000."
The October 2024 Chapter 11 filing estimated SNS OG LLC’s
liabilities between $500,000 and $1 million, with assets under
$50,000. Major creditors included federal and state agencies, with
$500,000 owed in payroll taxes to the IRS and $150,000 in sales and
payroll taxes to the N.C. Department of Revenue, according to
report.
An emergency motion on Thursday, February 6, 2025, converted the
case to Chapter 7 bankruptcy. The IRS filed a claim on Jan. 13,
2025 stating SNS OG LLC owed over $744,000, including unremitted
unemployment and Social Security taxes from September 2022 through
December 2024, along with interest and penalties. The filing
indicates that while SNS OG LLC collected these trust fund taxes,
they were not remitted to the appropriate authorities, the report
states.
Due to "the debtor's defalcation with respect to the trust fund tax
monies," the case was converted to Chapter 7. The filing notes
total priority and tax claims exceeding $682,000. It also
highlights that even if SNS OG LLC confirmed a repayment plan, the
priority tax payment alone would require nearly $11,981 per
month—making financial recovery unfeasible, the report relays.
U.S. Bankruptcy Judge Pamela McAfee appointed Algernon Butler III
of Butler & Butler L.L.P. as interim trustee. Shapiro indicated the
trustee is exploring the possibility of selling the restaurant as a
functional business.
Sweet n Savory previously faced financial struggles, filing for
Chapter 11 bankruptcy in 2012 and 2017. Established in 1994, the
cafe served breakfast, lunch, and dinner. In 2017, Shapiro launched
Epicurean Grille, which closed last year.
Reflecting on the restaurant's history, Shapiro expressed gratitude
for the community's support over the past 21 years.
About SNS OG
SNS OG, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03685) on
October 22, 2024, listing up to $50,000 in assets and $500,001 to
$1 million in liabilities.
Judge Pamela W Mcafee presides over the case.
J.M. Cook, Esq. at J.M. Cook, P.A. represents the Debtor as
counsel.
STAR LEASING: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned Star Leasing Company, LLC (d/b/a
Transportation Equipment Network [TEN]) a first-time Long-Term
Issuer Default Rating (IDR) of 'BB-'. The Rating Outlook is Stable.
Fitch has also assigned an expected rating of 'BB(EXP)' to TEN's
proposed senior secured second-lien debt issuance. The issuance
size, coupon and maturity date will be determined at the time of
issuance.
Key Rating Drivers
Established Market Position: The ratings assigned to TEN reflect
its franchise as a full-service trailer lessor in the U.S. and
Canada; limited residual value risk due to conservative
depreciation policies and the long useful life of its trailers;
solid asset quality historically; low balance sheet leverage, and
adequate liquidity. The ratings also consider management's depth,
experience, and track record in managing trailers.
Monoline Business Model: The ratings are constrained by the
monoline business model and sensitivity to economic activity
affecting leasing demand; execution risk associated with the
company's growth targets and accompanying financial policies; weak
profitability; limited scale relative to larger
transportation-focused leasing companies rated by Fitch, and
limited funding flexibility given its primarily secured funding
profile.
TEN also faces governance risks relative to larger, public peers,
particularly related to limited board independence and its private
equity ownership, which could give rise to variability in strategic
and financial objectives.
Customer Concentration; Sound Asset Quality: TEN's portfolio of
approximately 2,000 customers is modestly concentrated, with the
top 10 customers representing roughly 25% of total revenue.
Residual value risk is well-managed due to conservative
depreciation policies and the long useful life of its trailers.
In addition, the company's fleet is predominantly comprised of dry
vans, which are less sensitive to economic cycles due to their
versatility in transporting a wide range of goods and their
essential nature for customers. Impairments as a percentage of
revenue-generating fleet were 0.4% in 3Q24 and averaged 0.1% in
2021-2023.
Weak Earnings: TEN reported weak profitability for the trailing 12
months (TTM) ended Sept. 30, 2024. Pre-tax return on average assets
was a negative 3.6%, compared with the average of negative 1.9% in
2021-2023, which is within Fitch's 'ccc and below' category
benchmark range of below 0% for balance sheet intensive finance &
leasing companies with a sector risk operating environment score
(SROE) in the 'a' category.
While profitability has recently been negatively impacted by
reduced fleet utilization, high operating expenses, and increased
finance costs from acquisitions, Fitch believes TEN's enhanced
scale and recently adopted cost initiatives should translate into
improved profitability over time.
Solid Balance Sheet Leverage; Increased Distributions: TEN's
leverage, on a gross debt-to-tangible equity basis, was 1.2x as of
Sept. 30, 2024. Management targets debt to equity of 1.0x-2.0x,
translating into approximately 1.5x-2.5x tangible leverage. In the
medium term, Fitch expects leverage to rise toward the upper end of
management's target range as internal capital generation will be
constrained by higher dividend distributions to shareholders and
increased borrowings to support capital expenditures for organic
growth and opportunistic tuck-in acquisitions.
Fitch considers cash flow leverage (gross debt-to-adjusted EBITDA)
as a complementary metric. Leverage was 5.3x as at 3Q24 on a TTM
basis, down from 7.6x at YE 2023. Management expects cash flow
leverage to improve to its long-term target of 3.5x-4.0x, driven by
EBITDA growth. Fitch believes the target is appropriate in the
context of TEN's business model.
Secured Funding: As of Sept. 30, 2024, TEN's funding was 97%
secured, consisting largely of a $1.55 billion secured ABL facility
maturing in Oct. 2027. The firm also has $30 million seller notes
due in 2027, associated with the recent acquisition of TIP Fleet
Services Canada. Fitch would view an increase in funding diversity
and the addition of an unsecured funding component favorably, as it
would improve the firm's overall funding flexibility in times of
stress.
Solid Liquidity; Adequate Coverage: Fitch views TEN's liquidity
profile as adequate to meet operational and debt servicing needs.
As of Sept. 30, 2024, TEN had $30 million in cash and $427 million
in available committed capacity from its ABL facility, with no debt
maturities due over the next 12 months. Proceeds from the proposed
second-lien secured issuance will be used to repay ABL borrowings,
which will enhance liquidity.
Adjusted EBITDA to interest expense was 2.3x for the TTM ended 3Q24
and down from an average 9.3x in 2021-2023. Fitch believes interest
coverage will decline modestly over the medium term as rising
interest costs offset growth in EBITDA.
Stable Outlook: The Stable Outlook reflects Fitch's expectation for
the continuation of solid asset quality performance, improved
profitability supported by enhanced scale, maintenance of tangible
leverage within management's target range, a reduction in cash flow
leverage below 4.0x, and maintenance of adequate liquidity. The
Outlook also reflects Fitch's expectation that TEN will maintain
its market position, with limited changes to the strategic and
financial policies, including prudent capital management under the
company's current ownership consortium.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A sustained increase in gross debt-to-tangible equity approaching
3.0x, particularly if arising from outsized dividends to
shareholders, material impairments, and/or frequent large-scale,
debt-funded acquisitions;
- Failure to reduce cash flow leverage below 4x over the outlook
horizon;
- Sustained weak profitability, in particular if arising from a
reduction in fleet utilization, lease rates, and/or inability to
realize operational efficiency gains, including targeted
synergies;
- Weakening of the liquidity profile, as evidenced by lower
operating cash flows and interest coverage;
- A significant decline in market share or a weakening in TEN's
competitive position;
- Deterioration in credit quality, bankruptcy, or loss of key
lessee relationship.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Sustained improvement of pre-tax return on average assets over
1.0%;
- An increase in unsecured funding over 10% of total debt;
- Maintenance of cash flow leverage below 3.5x;
- Maintenance of a solid liquidity profile, as evidenced by
sufficient cash on hand and ABL availability to fund operations and
service debt;
- An improvement in Fitch's view of TEN's franchise strength,
supported by through-the-cycle stability of its business model.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
TEN's expected second-lien senior secured debt rating is one notch
above its Long-Term IDR and reflects the firm's low leverage and
above average recovery prospects in a stress scenario given the
collateral pool available to satisfy the debt.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The expected second-lien senior secured debt is primarily sensitive
to changes in TEN's Long-Term IDR, and secondarily, to the relative
recovery prospects of the instrument.
ADJUSTMENTS
The Standalone Credit Profile (SCP) has been assigned in line with
the implied SCP.
The Asset Quality score has been assigned below the implied score
due to the following reasons: Concentrations; asset performance
(negative) and Historical and future metrics (negative).
The Earnings & Profitability score has been assigned above the
implied score due to the following reason: Historical and future
metrics (positive).
The Capitalization and Leverage score has been assigned below the
implied score due to the following reasons: Profitability, Payouts
and Growth (negative), and Historical and future metrics
(negative).
The Funding, Liquidity and Coverage Score has been assigned below
the implied score due to the following reason: Funding flexibility
(negative).
ESG Considerations
TEN has an ESG relevance score of '4' for Governance Structure due
to the limited Board independence and concentrated ownership by a
private equity firm. This has a negative impact on the credit
profile and is relevant to the ratings in conjunction with other
factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating
----------- ------
Star Leasing Company, LLC LT IDR BB- New Rating
Senior Secured 2nd Lien LT BB(EXP)Expected Rating
TECTA AMERICA: Moody's Downgrades CFR to 'B2', Outlook Stable
-------------------------------------------------------------
Moody's Ratings downgraded Tecta America Corp's corporate family
rating to B2 from B1, probability of default rating to B2-PD from
B1-PD, and the ratings on the existing backed senior secured first
lien term loan and backed senior secured first lien revolving
credit facility to B2 from B1. Concurrently, Moody's assigned B2
ratings to the proposed backed senior secured first lien revolving
credit facility and backed senior secured first lien term loan. The
outlook remains stable.
The downgrade reflects the increase in leverage following the
debt-funded shareholder distribution. Tecta has launched a $1.265
billion first lien term loan due 2032 with the proceeds expected to
refinance the company's existing first lien term loan due 2028,
fund a $444 million shareholder distribution and pay transaction
fees and expenses. Concurrent with the term loan issuance, Tecta
will replace its current $185 million first lien revolving credit
facility due 2026 with a new $200 million first lien revolving
credit facility due 2030. The existing revolver and term loan
ratings will be withdrawn upon close of the transaction. Pro forma
leverage will increase from 4x to almost 6x for the LTM period
ending September 30, 2024. However, Moody's expect leverage to
decline to the low-to-mid 5x range over the next 12-18 months.
The stable outlook reflects Moody's view that leverage will trend
to below 5.5x and that the company will continue to generate
positive free cash flow.
Governance risk considerations are material to the rating action,
reflecting an aggressive financial policy evidenced by the
company's willingness to significantly increase its leverage for
the shareholder distribution.
RATINGS RATIONALE
Tecta's B2 CFR reflects the company's market position as a leading
provider of roofing maintenance and replacement services to a
diversified set of commercial and industrial end markets, its broad
customer base, and nationwide footprint. Tecta's solid operating
margins, predictable free cash flow and very good liquidity profile
are also supportive of the rating.
The rating also reflects Tecta's vulnerability to cyclical end
markets, including exposure to new commercial construction. Moody's
also consider governance characteristics, including its
concentrated ownership and control, high leverage and a willingness
to issue debt for shareholder distributions.
Moody's expect Tecta will maintain a very good liquidity profile
supported by around $126 million in cash, pro forma for the
transaction. The liquidity is also supported by an undrawn $200
million revolver and Moody's expectation of over $50 million of
free cash flow in 2025 and 2026 (excluding the dividend). Covenants
include a first lien net leverage covenant that springs if revolver
usage exceeds 40% of commitments. The maximum net leverage is to be
determined. Moody's expect the revolver to remain undrawn and
therefore do not expect the net leverage covenant ratio test to be
triggered over the next 12 months.
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 $230 million and 100% of
consolidated EBITDA, plus unlimited amounts subject to 5.50x
closing date net first lien leverage ratio, plus amounts from the
general debt basket, plus an additional 35% of consolidated EBITDA.
Amounts up to the greater of $230 million and 100% of consolidated
EBITDA, plus amounts reallocated from the general debt basket to
the incremental starter, plus amounts of debt incurred in
connection with an acquisition or investment may be incurred with
an earlier maturity date than the initial first lien term loan.
There are no "blocker" provisions which prohibit the transfer of
specified assets to unrestricted subsidiaries. There are no
protective provisions restricting an up-tiering transaction.
Amounts up to 200% of unused capacity from the builder basket, the
management equity RP basket, the contribution RP basket and the
general RP basket may be reallocated to incur debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Debt-to-EBITDA approaches 4.5x,
EBITA-to-interest expense is sustained above 3.0x, and the company
maintains good liquidity. A sustained commitment to a conservative
financial policy could also lead to an upgrade.
Alternatively, the ratings could be downgraded if Debt-to-EBITDA is
sustained above 6.0x, EBITA-to-interest expense is sustained below
2.0x, the company takes a very aggressive financial policy action
including shareholder dividends, or liquidity deteriorates.
Headquartered in Rosemont, IL, Tecta America Corp provides roofing
maintenance and replacement services to the commercial and
industrial end markets in the US. Altas Partners, through its
affiliates, is the majority owner of Tecta along with a minority
interest from Leonard Green Partners. Revenue for the 12 months
that ended September 30, 2024 was about $1.4 billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TEXAS OILWELL: Case Summary & 17 Unsecured Creditors
----------------------------------------------------
Debtor: Texas Oilwell Partners, LLC
21621 Rhodes Rd.
Spring TX 77388
Business Description: Established in 2017, the Debtor is a
privately-held company that specializes in
cutting-edge technology for extended reach,
fishing, and gas separation within coiled
tubing and workover rig applications.
Chapter 11 Petition Date: February 7, 2025
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 25-30750
Judge: Hon. Eduardo V Rodriguez
Debtor's Counsel: Brandon Tittle, Esq.
TITTLE LAW GROUP, PLLC
1125 Legacy Dr., Ste. 230
Frisco, TX 75034
Tel: 972-213-2316
Email: btittle@tittlelawgroup.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jason Swinford as member.
A copy of the Debtor's list of 17 unsecured creditors is available
for free on PacerMonitor at:
https://www.pacermonitor.com/view/VVKZ6TA/Texas_Oilwell_Partners_LLC__txsbke-25-30750__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/VI36PRA/Texas_Oilwell_Partners_LLC__txsbke-25-30750__0001.0.pdf?mcid=tGE4TAMA
TRANSMONTAIGNE PARTNERS: Fitch Affirms 'B' IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed TransMontaigne Partners LLC's (Partners)
and TransMontaigne Operating Company L.P.'s (Opco) Long-Term Issuer
Default Ratings (IDR) at 'B'. The Rating Outlook for both entities
is Stable. In addition, Fitch has affirmed the ratings of Partner's
senior unsecured notes at 'CCC+' with a Recovery Rating of 'RR6'
and assigned a rating of 'CCC+'/'RR6' to its proposed issuance of
senior unsecured notes. Fitch has affirmed Opco's senior secured
term loan B and revolving credit facility (RCF) at 'BB-'/'RR2'.
TransMontaigne will use the proceeds from the unsecured note
offering to repay outstanding indebtedness including the existing
unsecured notes due 2026 at Partners and to repay indebtedness at
TLP Finance Holdings, LLC (Holdings).
TransMontaigne's rating reflects its largely fixed-fee contracted
business, utilization rates in the low 90% range, and a diversified
geographic footprint and customer base, weighed against the
company's relatively elevated leverage. TransMontaigne has
announced asset sales and Fitch expects Partners' leverage to
decrease to roughly 7.2x by YE 2025 and around 6.6x in 2026.
Delivering on expected near-term deleveraging holds outsized
importance for TransMontaigne's credit profile.
Key Rating Drivers
Asset Sales Accelerate Deleveraging: TransMontaigne is selling two
assets in highly desirable locations, the proceeds from which will
be used for near-term deleveraging. Fitch expects EBITDA lost from
the asset sales to be replaced with near-term organic growth
projects within 12 months. Supported by receiving a healthy
valuation for the sold assets and TransMontaigne's sponsor's,
ArcLight, commitment to bring leverage down including removing debt
at Holdings, Fitch expects Partner's leverage to be roughly 7.2x at
the end of 2025 and around 6.6x at the end of 2026.
Simplifying and Extending: Proceeds from the proposed issuance of
unsecured notes at Partners and the above-mentioned asset sales are
expected to be used to refinance maturing unsecured notes at
Partners, reduce term loan borrowings at Opco and repay all debt at
Holdings. Removing debt at Holdings simplifies TransMontaigne's
consolidated capital structure. In addition, with these
transactions the company will have moved its nearest maturity to
2028, when the term loan at Opco comes due.
Predictable Cash Flow: Approximately 80% of Partners' terminaling
revenues are underpinned by firm commitment contracts. These
contracts are similar in nature to take-or-pay contracts providing
stable and predictable cash flows. Partners' weighted average
contract life is approximately two years. While this is relatively
short for an average midstream company contract, over half of the
contracts expiring in one year or less have a history of
automatically renewing with rate increases tied to inflation.
Diversified Footprint: In addition to strong contracts, Partners
benefits from having a diversified asset footprint with 51
terminals across 20 states. In addition, the company's assets
distribute product to Northern Mexico. Partners has a good mix of
counterparties with limited customer concentration, doing business
with more than 50 different counterparties.
Rating Linkages - Holdings and Partners: There is a
parent-subsidiary relationship between Holdings and Partners. Fitch
considers Partners to have a stronger standalone credit profile
(SCP) than Holdings as Fitch believes Holdings' SCP is in line with
a 'b-' IDR. Legal ring-fencing is considered open, as cash can move
between entities. Access and control is considered porous given
100% ownership, common management, and Fitch's assessment that
Partners will separately manage its long-term cash and funding
needs. Fitch limits the difference between Holdings and Partners to
one notch.
Rating Linkages - Partners and Opco: There is also a
parent-subsidiary relationship between Partners and Opco. Fitch
considers Opco to have a stronger SCP than Partners and therefore
follows the stronger subsidiary path. Fitch assesses legal
ring-fencing as open due to the existence of cross-guarantees
between the entities. Access and control is also assessed as open.
Due to the aforementioned linkage considerations, Fitch rates
Partners and Opco at the consolidated level and assigns the same
IDR.
Derivation Summary
Buckeye Partners, L.P. (BB/Stable) is a peer for Partners insofar
as both operate liquid petroleum storage and terminaling businesses
across the U.S. Buckeye is significantly larger than Partners by
size, scale and diversity of operations. Buckeye also has a
presence in the Caribbean. Similar to Partners, Buckeye is owned by
a private equity sponsor and has relatively higher leverage. Due to
its larger size and diversity, as well as marginally lower
leverage, Buckeye is rated three notches higher than Partners.
Kodiak Gas Services, LLC is a 'BB' rated company offering natural
gas compression services. The company has a diversified geographic
footprint with some asset concentration in the Permian Basin. Like
Partners, Kodiak generates stable cash flows supported by fixed-fee
take-or-pay-type contracts. Also similar to Partners, the company's
remaining weighted average contract life is relatively shorter
compared to higher rated midstream issuers, but is supported by
long-standing customer relationships.
Leverage is the biggest differentiator between Kodiak and Partners.
Fitch expects Kodiak's leverage to decline slightly over the
forecast from approximately 4.4x in 2024. The significantly lower
leverage justifies the three-notch rating differential between the
IDRs of the Partners and Kodiak.
Key Assumptions
- Oil and refined product production consistent with the Fitch
price deck;
- Base interest rate applicable to any RCF borrowings and the term
loan at Opco, as well as the term loan at Holdings reflects Fitch's
"Global Economic Outlook";
- Growth capex projects with contracted customer commitments are
completed and placed into service through 2027. Future capex
expected to range between approximately $25 million and $55 million
annually over the forecast period;
- Re-commissioned Diamondback pipeline not expected to resume
service near term;
- Contracts of one year in duration or less are renewed at market
rates though the forecast period;
- The Fisher Island terminal sale closes in 2Q25, the proceeds from
which are used to reduce outstanding debt;
- Holdings does not make other investments outside of its current
equity interest in Partners and debt held at Holdings is repaid in
the near term.
Recovery Analysis
The recovery analysis assumes Partners and Opco would be
reorganized as a going-concern rather than liquidated. Fitch
assumes 10% administrative claims and a fully drawn credit
facility, which are standard assumptions. The going-concern EBITDA
of approximately $165 million, unchanged from Fitch's prior
analysis, represents a midcycle estimate of sustainable EBITDA for
the partnership considering a full-year run rate after bankruptcy
emergence and reflecting a repricing of its contracts and loss of
some customers. Fitch used a 6x EBITDA multiple to arrive at the
going-concern enterprise value.
The 6.0x EBITDA multiple is in line with reorganization multiples
for the energy sector. Two recent bankruptcies of midstream
companies indicate an EBITDA multiple between 5.0x and 7.0x, by
Fitch's best estimates. In Fitch's recent bankruptcy case study,
"Energy, Power and Commodities Bankruptcies Enterprise Value and
Creditor Recoveries," published in September 2024, the median
enterprise valuation exit multiple for the 51 energy cases with
sufficient data to estimate was 5.3x, with a wide range of
multiples observed.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Partners' EBTIDA leverage greater than 7.5x for a sustained
period of time or consolidated EBITDA leverage expected to be
sustained above 8.5x, given that Fitch is unlikely to rate Partners
more than one notches above the consolidated credit profile;
- Lack of proactive refinancing at least one year from maturity;
- A significant reduction in the percentage of revenue from
take-or-pay contracts, or the adoption of a strategy to sign new
contracts that are two years or less;
- Partners EBITDA interest coverage sustained below 1.8x;
- Impairments to liquidity.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Partners' EBITDA leverage is expected to be sustained below 6.5x,
while consolidated leverage is expected to be sustained below 7.5x,
given that Fitch is unlikely to rate Partners more than one notch
above the consolidated credit profile.
Liquidity and Debt Structure
At Sep. 30,2024, Partners had liquidity of approximately $147
million. Opco's $150 million senior secured RCF had approximately
$136 million of availability after the $14 million of borrowings
and $0.4 million in LOCs and about $11 million cash on the balance
sheet. This liquidity is expected to improve with the proposed
unsecured note transaction at Partner's as the RCF balance is
assumed to be fully repaid.
As of Sep. 30, 2024, Partners was in compliance with all financial
covenants under the credit agreement, including but not limited to
a debt service coverage ratio (DSCR) of greater than or equal to
1.1x, and a senior secured net leverage ratio less than or equal to
6.75x. Fitch expects Partners to be in compliance with its
covenants over the forecast period.
With the proposed new unsecured issuance and expected asset
sale-related Holdings debt repayment the company's nearest maturity
will be in 2028, when the term loan at Opco comes due.
Issuer Profile
TransMontaigne owns and operates diversified petroleum liquids
products storage, terminaling, and transportation assets across
several regions of the U.S. TransMontaigne is wholly owned by
ArcLight Energy Partners Fund VI, L.P.
Summary of Financial Adjustments
Fitch typically calculates EBITDA by removing equity earnings from
unconsolidated affiliates and adding back the distributions from
unconsolidated affiliates. Fitch measures leverage in a variety of
ways for monitoring purposes. This press release features two of
them, which are Partners Consolidated Leverage and Holdings
Consolidated Leverage.
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
----------- ------ -------- -----
TransMontaigne
Operating Company L.P. LT IDR B Affirmed B
senior secured LT BB- Affirmed RR2 BB-
TransMontaigne
Partners LLC LT IDR B Affirmed B
senior unsecured LT CCC+ New Rating RR6
senior unsecured LT CCC+ Affirmed RR6 CCC+
TRANSMONTAIGNE PARTNERS: Moody's Rates New 2030 Unsec. Notes 'Caa1'
-------------------------------------------------------------------
Moody's Ratings has assigned a Caa1 rating to TransMontaigne
Partners LLC's (TransMontaigne) proposed senior unsecured notes due
2030. At the same time, Moody's affirmed TransMontaigne's existing
ratings, including its B2 Corporate Family Rating, B2-PD
Probability of Default rating, Caa1 senior unsecured notes rating,
B1 senior secured bank credit facility ratings at TransMontaigne
Operating Company L.P. and changed the rating outlook to stable
from negative. The SGL-3 Speculative Grade Liquidity Rating is
unchanged.
Net proceeds from the debt offering will be used to redeem
TransMontaigne's existing $300 million notes due February 2026,
repay a portion of the parent-level term loan at TLP Finance
Holdings, L.L.C. (unrated) due November 2025 and for general
corporate purposes.
"The stabilization of the outlook reflects TransMontaigne's
refinancing transactions and credible plan to reduce consolidated
leverage to levels commensurate with its B2 CFR using proceeds from
the sale of its Fisher Island Terminal," said Thomas Le Guay, a
Moody's Vice President. "TransMontaigne's credit metrics will
slowly continue to improve over 2025 and 2026 as the company
applies free cash flow and proceeds from a second planned asset
sale towards debt reduction."
RATINGS RATIONALE
The proposed senior unsecured notes are rated Caa1, the same as
TransMontaigne's existing senior unsecured notes, and two notches
below its B2 CFR due to their subordination to the company's
sizeable senior secured credit facilities. TransMontaigne has a
$150 million senior secured revolving credit facility due November
2026 and a $1,150 million senior secured term loan B due 2028 that
share a priority claim to the company's assets. Both senior secured
facilities are rated B1, one notch above the B2 CFR, reflecting the
instruments' priority position in the capital structure and the
benefit of the loss absorption provided by the unsecured debt below
them.
The change of rating outlook to stable from negative reflects
TransMontaigne's credible debt reduction plans targeting leverage
and interest coverage metrics consistent with the B2 CFR.
TransMontaigne's B2 CFR reflects the stable nature of the company's
cash flows from refined products pipeline, terminal and tankage
assets; the large proportion of fee-based revenues under
take-or-pay contracts; and the diversity of its operations in
multiple US regions. The company enjoys strong market positions in
niche markets that have limited competition and significant
barriers to entry.
The B2 CFR is constrained by the company's high leverage, modest
scale, risks associated with executing its growth plans, customer
concentration and the distributions required to service debt at its
holding company parent. Moody's expect that the company's
debt-to-EBITDA ratio, including parent level debt and Moody's
adjustments, will decline below 7x over the next 12 months.
TransMontaigne plans to have all parent-level debt repaid in the
second quarter of 2025, following the sale of the Fisher Island
Terminal.
TransMontaigne will maintain adequate liquidity through mid- 2026,
as reflected by its SGL-3 Speculative Grade Liquidity rating. Pro
forma for the refinancing transaction, TransMontaigne will have
full availability under its $150 million revolving credit facility
maturing in November 2026. The company will generate around $40 to
$50 million of free cash flow annually that will be used to repay
debt. Moody's expect the company to remain in compliance with its
financial covenants through mid-2026. These include a minimum debt
service coverage ratio of 1.1x under its term loan and a maximum
consolidated senior secured net leverage ratio of 6.75x under its
revolving credit facility, which is only tested if the revolver
utilization is equal to or greater than 35%. Moody's also expect
the company to extend the maturity of its revolving credit
facility, which combined with the refinancing of its senior notes
will leave it with a greatly improved maturity profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade of the ratings would require TransMontaigne to generate
positive free cash flow and reduce leverage to below 6.5x
debt/EBITDA (including debt at its parent level).
The ratings could be downgraded if TransMontaigne is unable to
reduce its leverage below 7.5x debt/EBITDA (including debt at its
parent level) and bring interest coverage back above 2.0x
EBITDA/interest as anticipated, or if liquidity weakens.
TransMontaigne Partners LLC, headquartered in Denver, Colorado,
operates midstream energy assets such as storage terminals and
product pipeline assets in multiple regions across the US,
including the Gulf Coast, the Midwest, Houston and Brownsville,
Texas, along the Mississippi and Ohio Rivers, the Southeast and the
West Coast. TransMontaigne is a wholly-owned indirect subsidiary of
ArcLight Energy Partners Fund VI, LP. The company files its
financials with the SEC.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
TRUENORTH PROJECTS: Public Auction Again Moved, Set to Feb. 18
--------------------------------------------------------------
Mayaguana Island Developers Limited, a company formed under the
laws of The Bahamas ("secured party"), will commence a public
auction on Feb. 18, 2025, at 4:00 p.m. CDT, of certain assets of
TrueNorth Projects LLC ("Debtor"), to the highest bidder via remote
communication.
The sale was initially scheduled for June 14, 2024, and
subsequently adjourned to Aug. 15, 2024, Oct. 14, 2024, and Dec.
17, 2024.
The assets for sale are a 20% membership interest in True North
Services LLC together with all proceeds and substitutions, all
cash, securities and other moneys and property paid thereon, all
rights to subscribe for securities declared or granted in
connection therewith, and all other cash and noncash proceeds of
the foregoing.
Each bidder will be required to provide a refundable deposit of
$25,000 and the winning bidder will be required to pay half of the
bid amount less the deposit by 5:00 p.m. CDT on the first business
day after the auction and the remainder of the bid amount within 10
days after the auction or such later date as the winning bidder
and the secured party may agree. All payments will be made in cash
or by cashier or certified check payable to the order of the
secured party.
For further information regarding the sale, contact:
Nelson Mullins Riley & Scarborough LLP
Attn: Matthew Iverson
One Financial Center, Suite 3500
Boston, MA 0211
Email: TrueNorthSale@nelsonmullins.com
UNIVERSAL BIOCARBON: Gets Interim OK to Use Cash Collateral
-----------------------------------------------------------
Universal Biocarbon, Inc. received interim approval from the U.S.
Bankruptcy Court for the Southern District of Florida, West Palm
Beach Division, to use cash collateral.
The company needs to use cash collateral to pay regular operating
expenses and administrative expenses in accordance with the budget,
with a 10% variance. The budget shows total monthly expenses of
$199,996.
VFS US, LLC and Komatsu Financial Limited Partnership assert an
interest in the company's cash collateral.
As adequate protection, VFS and KOMATSU were granted a replacement
lien on the cash collateral to the same extent and with the same
validity and priority as their pre-bankruptcy lien.
Universal Biocarbon's authority to use cash collateral will
continue until further order of the court.
The next hearing will be held on March 26.
About Universal Biocarbon Inc.
Universal Biocarbon Inc. transforms vegetative biomass such as yard
waste and tree trimmings, into high-quality carbon products like
compost, mulch, biochar, and activated carbon. Through a
partnership with the Sunshine State Biomass Cooperative, UBC
creates a cycle of beneficial reuse, sharing profits with the
suppliers of biomass feedstock. The company is based in Canal
Point, Fla.
Universal Biocarbon filed Chapter 11 petition (Bankr. S.D. Fla.
Case No. 25-10987-EPK) on January 30, 2025, listing up to $1million
in assets and up to $10 million in liabilities. David Disbrow,
chairman and founder of Universal Biocarbon, signed the petition.
Judge Erik P. Kimball oversees the case.
Craig I. Kelley, Esq., at Kelley Kaplan & Eller, PLLC, represents
the Debtor as legal counsel.
US HOUSING: Section 341(a) Meeting of Creditors on March 12
-----------------------------------------------------------
On February 3, 2025, US Housing LLC filed Chapter 11 protection in
the U.S. Bankruptcy Court for the Middle District of Tennessee.
According to court filing, the Debtor reports $1,877,432 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 March 12,
2025 at 01:00 PM via Meeting held telephonically. Please call
877-934-2472 and enter code 8613356# to attend.
About US Housing LLC
US Housing LLC owns the property located at 4013 Lynnwood Court,
Franklin, TN 37069, with an estimated value of $2.6 million.
US Housing LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. ) on February 3, 2025. In its petition,
the Debtor reports total assets of $2,600,835 and total liabilities
of $1,877,432.
The Debtor is represented by:
Keith D. Slocum, Esq.
SLOCUM LAW
370 Mallory Station Road Suite 504
Franklin, TN 37067
Tel: (615) 656-3344
E-mail: keith@keithslocum.com
VERRICA PHARMACEUTICALS: Fails to Meet Nasdaq Bid Price Rule
------------------------------------------------------------
Verrica Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission the Company
received a letter from the Listing Qualifications Department of The
Nasdaq Stock Market LLC notifying the Company that the listing of
its common stock was not in compliance with Nasdaq Listing Rule
5450(a)(1) for continued listing on the Nasdaq Global Market, as
the minimum bid price of the Company's common stock was less than
$1.00 per share for the previous 30 consecutive business days prior
to January 24, 2025.
Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period
of 180 calendar days, or until July 23, 2025, to regain compliance
with the rule referred to in this paragraph. To regain compliance,
during this 180-day compliance period, the Company's minimum bid
price of listed securities must close at $1.00 per share or more
for a minimum of 10 consecutive business days. The notice has no
present impact on the listing of the Company's securities on the
Nasdaq Global Market.
If the Company does not regain compliance with the Nasdaq Listing
Rules prior to the expiration of the 180-day compliance period, the
Company may be eligible for additional time to regain compliance
pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by transferring
to the Nasdaq Capital Market. To qualify, the Company would need to
submit a Transfer Application and a $5,000 application fee. In
addition, the Company would be required to meet the continued
listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market,
except the minimum bid price requirement. In addition, the Company
would need to provide written notice to Nasdaq of its intention to
cure the minimum bid price deficiency during the second compliance
period by effecting a reverse stock split, if necessary. As part of
its review process, the Nasdaq staff will determine whether it
believes the Company will be able to cure this deficiency. Should
the Nasdaq staff conclude that the Company will not be able to cure
the deficiency, or should the Company determine not to submit a
Transfer Application or make the required representation, Nasdaq
will provide notice that the Company's shares of common stock will
be subject to delisting.
If the Company does not regain compliance within the allotted
compliance period(s), Nasdaq will provide notice that the Company's
shares of common stock will be subject to delisting. At such time,
the Company may appeal the delisting determination to a Hearings
Panel.
The Company intends to actively monitor its minimum bid price of
listed securities and, as appropriate, will consider available
options to resolve the deficiencies and regain compliance with the
Nasdaq Listing Rules, including applying to transfer to the Nasdaq
Capital Market or effecting a reverse stock split.
There can be no assurance that the Company will be successful in
maintaining the listing of its common stock on the Nasdaq Global
Market, or, if transferred, on the Nasdaq Capital Market.
About Verrica Pharmaceuticals
West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a
dermatology therapeutics company developing and selling medications
for skin diseases requiring medical intervention.
As of March 31, 2024, the Company had $66.3 million in total
assets, $64.8 million in total liabilities, and $1.5 million in
total stockholders' equity.
Going Concern
The Company cautioned in Form 10-Q Report for the quarterly period
ended March 31, 2024, that substantial doubt exists about its
ability to continue as a going concern.
The Company has incurred substantial operating losses since
inception and expects to continue to incur significant losses for
the foreseeable future and may never become profitable. As of March
31, 2024, the Company had an accumulated deficit of $250.8
million.
For the three months ended March 31, 2024, and 2023, the Company
reported net losses of $20.3 million and $6.6 million,
respectively. The Company plans to secure additional capital in the
future through equity or debt financings, partnerships, or other
sources to carry out its planned commercial and development
activities. If the Company is unable to raise capital when needed
or on attractive terms, it would be forced to delay, reduce, or
eliminate its future commercialization efforts or research and
development programs.
VERTEX ENERGY: Nasdaq Delists Securities
----------------------------------------
The Nasdaq Stock Market LLC (the Exchange) disclosed in a 25-NSE
that it determined to remove from listing the security of Vertex
Energy, Inc. effective on February 7, 2025. Based on review of
information provided by the Company, Nasdaq Staff determined that
the Company no longer qualified for listing on the Exchange
pursuant to Listing Rule 5110(b).
The Company was notified of the Staff determination on September
27, 2024. The Company's securities were suspended on October 8,
2024. The Staff determination to delist the Company security became
final on October 8, 2024.
About Vertex Energy
Vertex Energy, Inc., together with its subsidiaries, is an energy
transition company and marketer of refined products and renewable
fuels in Houston.
Vertex Energy filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
24-90507) on September 24, 2024, listing $772,368,000 in assets and
$642,819,000 in liabilities. The petitions were signed by R. Seth
Bullock as chief restructuring officer.
Judge Christopher M. Lopez oversees the case.
Jason G. Cohen, Esq., at Bracewell, LLP represents the Debtors as
counsel.
WE BE BOOK'N: Continued Operations to Fund Plan Payments
--------------------------------------------------------
We Be Book'N, LLC filed with the U.S. Bankruptcy Court for the
Western District of Washington a Plan of Reorganization dated
January 27, 2025.
The Debtor operates as a retail bookstore in Monroe, Washington,
which began in January, 2023. In addition to selling books, the
store also sells coffee and provides events and classes for the
public.
During construction, the Debtor experienced a break-in and had
equipment and a register stolen. This delay set back the planned
grand opening and added approximately $16,000.00 in additional
costs to the Debtor that were not expected. The Debtor was able to
open the store in January, 2023 and was able to pay on the debt
owed until the summer months in which the Debtor experienced slower
sales. This led to the Debtor falling behind on its financial
obligations, including sales tax.
The Debtor has adjusted its business model and will be offering
child day camps to replace the lost revenue during the summer
months. The slower sales and the debt incurred by the Debtor has
made it difficult to remain current on the Debtor's obligations.
Facing mounting collection pressure and in an effort to reorganize
the outstanding debt owed, a petition was filed under Chapter 11,
Subchapter V on January 17, 2025 to allow the Debtor to continue
operating.
Class 2 consists of General Unsecured claims. The allowed unsecured
claims total $100,422.74. This Class will receive a distribution of
$5,000.00 of their allowed claims. Payment will begin July 20, 2025
and continue until paid. This Class is impaired.
The Plan will be funded with revenue from the Debtor's operation.
It is anticipated the Debtor's fixed expenses will remain
relatively constant moving forward with variable expenses
increasing proportionately with revenue. Debtor expects the income
and expenses to remain consistent through the life of the Plan.
The plan proponent must also show that it will have an income
stream over the life of the Plan to make the required Plan
payments. Based on the Debtor's projections, under the proposed
Plan, the Debtor's funds are sufficient to make the payments as
proposed over the life of the Plan.
A full-text copy of the Plan of Reorganization dated January 27,
2025 is available at https://urlcurt.com/u?l=XtDved from
PacerMonitor.com at no charge.
Counsel to the Debtor:
NEELEMAN LAW GROUP, P.C.
Jennifer L. Neeleman, Esq.
1403 8th Street
Marysville, WA 98270
Telephone: (425) 212-4800
Facsimile: (425) 212-4802
About We Be Book'N
We Be Book'N, LLC operates as a retail bookstore in Monroe,
Washington, which began in January, 2023.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 25-10139) on January
17, 2025, with $0 to $50,000 in assets and $100,001 to $500,000 in
liabilities.
Judge Christopher M. Alston presides over the case.
Jennifer L. Neeleman, Esq. at NEELEMAN LAW GROUP, P.C. represents
the Debtor as legal counsel.
WEBSTER GIRLS: Samuel Dawidowicz Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 2 appointed Samuel Dawidowicz as
Subchapter V trustee for Webster Girls Caribsoul, LLC.
Mr. Dawidowicz will be paid an hourly fee of $565 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Dawidowicz declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Samuel Dawidowicz
215 East 68th Street
New York, NY 10065
Phone: (917) 679-0382
About Webster Girls Caribsoul
Webster Girls Caribsoul LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-40458) on
January 29, 2025, with up to $50,000 in assets and $50,001 to
$100,000 in liabilities. The petition was filed pro se.
Judge Nancy Hershey Lord presides over the case.
WHITE FOREST: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Eleven affiliates that simultaneously filed voluntary petitions for
relief under Chapter 11 of the Bankrutpcy Code:
Debtor Case No.
------ --------
White Forest Resources, Inc. (Lead Case) 25-10195
1295 Ashford Hill Rd.
Ashford, WV 25009
Xinergy Corp. 25-10196
8351 East Walker Springs Lane, Suite 400
Knoxville, TN 37923
Xinergy of West Virginia, Inc. 25-10197
Shenandoah Energy, LLC 25-10198
South Fork Coal Company, LLC 25-10199
Raven Crest Mining, LLC 25-10200
Bull Creek Processing Company, LLC 25-10201
Brier Creek Coal Company, LLC 25-10202
Raven Crest Contracting, LLC 25-10203
Raven Crest Leasing, LLC 25-10204
Raven Crest Minerals, LLC 25-10205
Business Description: The Debtors are privately-held producers of
premium metallurgical and thermal coal in
the Central Appalachian coal basin. The
Debtors operate two mining operations in
West Virginia. The main buyers of the
Debtors' premium metallurgical coal, which
is used in a process to produce coke for
steel manufacturing, include steel
manufacturers, commodity brokers, and
industrial clients. Electric utilities and
industrial companies are the principal
customers for the Debtors' thermal coal.
Chapter 11 Petition Date: February 7, 2025
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Thomas M Horan
Debtors'
General
Bankruptcy
Counsel: Alan M. Root, Esq.
William E. Chipman, Jr., Esq.
Alison R. Maser, Esq.
CHIPMAN BROWN CICERO & COLE, LLP
Hercules Plaza
1313 North Market Street, Suite 5400
Wilmington, Delaware 19801
Tel: (302) 295-0191
Email: root@chipmanbrown.com
chipman@chipmanbrown.com
Debtors'
CRO Provider: RK CONSULTANTS LLC
Debtors'
Special
Counsel: JONES & ASSOCIATES
Debtors'
Provider of
Noticing,
Claims Management
and Reconciliation,
Plan Solicitation,
Balloting &
Disbursements Services: STRETTO
White Forest Resources'
Estimated Assets: $0 to $50,000
White Forest Resources'
Estimated Liabilities: $50 million to $100 million
Xinergy Corp.'s
Estimated Assets: $10 million to $50 million
Xinergy Corp.s'
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Brian Ryniker as chief restructuring
officer.
A full-text copy of the Lead Debtor's petition is available for
free on PacerMonitor at:
https://www.pacermonitor.com/view/UFDOGWY/White_Forest_Resources_Inc__debke-25-10195__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. State of West Virginia Government $4,989,298
PO Box 229
Charleston, WV 25321
Attn: Legal Department
2. CSX Transportation Trade Vendor $4,383,157
CSXT N/A 127785
PO Box 640839
Pittsburgh, PA 15264
Attn: Legal Department
Email: Brad_Cabay@csx.com
3. Carter Machinery Co., Inc. Trade Vendor $1,030,734
PO Box 751053
Charlotte, NC 28275
Attn: Legal Department
Email: Tiffany_Garman@cartermachinery.com
4. Webster Trucking Inc. Trade Vendor $830,992
PO Box 811
Summersville, WV 26651
Attn: Legal Department
Email: chrissy.board@mayesgroup.com
5. Virginia Drilling Company, LLC Trade Vendor $793,642
PO Box 1198
Vansant, VA 24656
Attn: Legal Department
Email: AR@vadrillco.com
6. UTICA Leaseco, LLC Trade Vendor $678,480
905 South Boulevard East
Rochester, MI 48307
Attn: Legal Department
Email: james.quirk@uticaequipmentfinance.com
7. Bo-Ru, LLC Trade Vendor $451,473
4601 Chesterfield Avenue
Charleston, WV 25304
Attn: Legal Department
Email: bow938@aol.com
8. First Surety Corporation Insurance $398,125
179 Summers Street, Ste 307
Charleston, WV 25301
Attn: Legal Department
Email: rj.kenney@firstsuretycorp.com
9. Mintek Resources Inc. Trade Vendor $314,348
3725 Pentagon Blvd Ste 100
Dayton OH 45431
Attn: Legal Department
Email: kelly@mintekresources.com
10. WV Dept of Environmental Government $309,657
Protection
601 57th Street SE
Charleston, WV 25339
Attn: Legal Department
Email: nicki.m.taylor@WV.gov
11. Hunhar Excavating LLC Trade Vendor $257,700
PO Box 385
Talcott, WV 24981
Attn: Legal Department
Email: bogieharvey@gmail.com
12. Bluecross Blueshield of Insurance $241,303
Tennessee
1 Cameron Hill Circle
Chattanooga, TN 37402
Attn: Legal Department
13. RT Rogers Inc. Trade Vendor $231,709
300 Grace Street
Hinton, WV 25951
Attn: Legal Department
Email: mmays@rtrogers.com
14. Bill Miller Equipment Sales, Inc. Trade Vendor $231,634
PO Box 112
Eckhart Mines, MD 21528
Attn: Legal Department
Email: jenni@bmillerequipmentsales.com
15. Mallard Environmental Services Trade Vendor $213,867
PO Box 1298
Shady Spring WV 25918
Attn: Legal Department
Email: rlammonia@yahoo.com
16. Mountaineer Investigation Trade Vendor $204,281
& SEC, Inc.
PO Box 891
Athens, WV 24712
Attn: Legal Department
Email: lstreeby@misincwv.com
17. Commonwealth Coal Trade Vendor $190,126
Marketing, Inc.
6800 Paragon Place, Ste 440
Richmond, VA 23226
Attn: Legal Department
Email: bobscott@commonwealthcoal.com
18. H. Drexel Short Trade Vendor $187,500
301 West St
Naples, FL 34108
Attn: Legal Department
Email: dshort14@outlook.com
19. Williams Forestry & Trade Vendor $187,364
Associates
PO Box 1543
Calhoun, GA 30703
Attn: Legal Department
Email: rick@wfatrees.com
20. Professional Highwall Mining Trade Vendor $181,195
330 Harper Park Drive, Ste E
Beckley, WV 25801
Attn: Legal Department
Email: brian@prohighwall.com
21. Mountaineer Investigation Trade Vendor $171,034
& Security, IN.
PO Box 891
Athens, WV 24712
Attn: Legal Department
Email: lstreeby@misincwv.com
22. S&S Firestone, Inc. Trade Vendor $138,029
6607 MacCorkle Ave. SE
Charleston, WV 25304
Attn: Legal Department
Email: tnewton@sstire.com
23. Brandeis Machinery & Trade Vendor $121,887
Supply Company
Department 8013
Carol Stream, IL 60122-8013
Attn: Legal Department
Email: Tara_Meade@bramco.com
24. Seth IRA Schwartz Trade Vendor $119,758
931 Sugarloaf Mountain Road
Dickerson, MD 20842
Attn: Legal Department
Email: schwartz@evainc.com
25. Rudd Equipment Company Trade Vendor $110,264
PO Box 77000
Detroit, MI 48277
Attn: Legal Department
Email: mkavanaugh@ruddequipment.com
26. SNF Mining Inc. Trade Vendor $109,650
PO Box 250
Riceboro, GA 31323
Attn: Legal Department
27. Sundial Mining LLC Trade Vendor $104,288
PO Box 910667
Lexington, KY 40591 USA
Attn: Legal Department
Email: michael.castle@pemining.com
28. Penn Virginia Landlord $91,994
Operating Co., LLC
PO Box 102992
Atlanta, GA 30368-2992
USA
Attn: Legal Department
Email: Matt.Griffith@energytransfer.com
29. ADF Diesel Industriel Trade Vendor $91,742
5 Cote Saint-Paul
Saint-Stanislas
Attn: Legal Department
Email: luc.fournier@adfdiesel.com
30. M.G.C. Incorporated Trade Vendor $83,560
PO Box 115
Bolt, WV 25817 USA
Attn: Legal Department
Email: mgcclearing@yahoo.com
WINDTREE THERAPEUTICS: Stockholders OK Reverse Stock Split
----------------------------------------------------------
Windtree Therapeutics, Inc. held a Special Meeting of Stockholders
virtually. As of December 20, 2024, the record date for the Special
Meeting, there were 11,048,828 outstanding shares of the Company's
common stock. At the Special Meeting, Stockholders:
(a) Approved an amendment to the Company's Amended and
Restated Certificate of Incorporation, as amended, to effect a
reverse stock split of the Company's outstanding shares of common
stock by a ratio of any whole number between 1-for-5 and 1-for-50,
the implementation and timing of which shall be subject to the
discretion of the Company's Board of Directors.
(b) Did not approve an amendment to the Amended and Restated
Windtree Therapeutics, Inc. 2020 Equity Incentive Plan to increase
the number of shares of common stock authorized for issuance under
the A&R 2020 Plan from 41,010 shares to 1,141,010 shares.
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: Purchases Bitcoin, Ripple for New Crypto Strategy
----------------------------------------------------------------
Worksport Ltd. announced it has made initial purchases of Bitcoin
(BTC) and Ripple (XRP) as part of a newly established
cryptocurrency treasury strategy. Projecting revenue growth, the
release of three new products, and approaching cash flow
positivity, all within 2025, the Company's proactive crypto
strategy is positioned as a timely complement to global
transformations.
A Proactive Treasury Approach
The previous week, Worksport has made its initial six-figure
purchase of Bitcoin (BTC) and Ripple (XRP). The Company currently
holds a long-term view on this investment and anticipates
opportunistically adding to this position as excess cash grows.
This strategic move aligns with Worksport's Bitcoin and XRP
Treasury Strategy announced on December 5, 2024, wherein the
Company committed to a strategy of investing a portion of its
excess cash reserves in BTC and XRP.
With its initial BTC and XRP holdings secured, the Company aims to
continually bolster its cryptocurrency strategy, while keeping an
eye on regulatory movements under the new Trump administration.
Worksport also plans to integrate cryptocurrency payment options on
Worksport.com, allowing customers worldwide to benefit from lower
transaction fees and an expanded range of payment methods. This
initiative aligns with the Company's broader vision of leveraging
blockchain and digital assets to enhance operational efficiency.
Worksport Chief Executive Officer, Steven Rossi, comments: "Our
business has been growing rapidly, with revenues up and margins
steadily improving. We believe our strategic treasury plan is a
low-risk approach to hedge inflation and potentially benefit from
increasing regulatory clarity around cryptocurrencies. We hold a
long-term view on our current BTC and XRP holdings."
This treasury update follows Worksport's ongoing business growth
initiatives. Read more on Worksport's Growing Business, here:
https://investors.worksport.com.
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.
WYCKOFF EQUITIES: Sam Della Fera Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Sam Della Fera, Jr.,
Esq. at Chiesa, Shahinian & Giantomasi, PC as Subchapter V trustee
for Wyckoff Equities, LLC.
Mr. Della Fera will be paid an hourly fee of $500 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Della Fera declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Sam Della Fera, Jr., Esq.
Chiesa, Shahinian & Giantomasi, PC
One Boland Drive
West Orange, NJ 07052
Telephone: 973-530-2076
Email: sdellafera@csglaw.com
About Wyckoff Equities
Wyckoff Equities, LLC owns and operates a full-service restaurant
that provides food services to its patrons.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 25-10758) on January 24,
2025, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. Albert Franco, managing member, signed the
petition.
Judge John K. Sherwood presides over the case.
Michael E. Holt, Esq., at Forman Holt represents the Debtor as
legal counsel.
ZDK COMPANY: Claims to be Paid From Available Cash and Income
-------------------------------------------------------------
Zdk Company d/b/a Hobby Town filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Small Business Plan of
Reorganization dated January 27, 2025.
The Debtor is an Ohio corporation organized by Articles of
Organization and formed on February 9, 2001. The Debtor operates
two retail franchise Hobby Town stores. Hobby Town is an American
retail hobby, collectibles, and toy store chain.
The Plan provides for: 1 class of priority claims, 1 class secured
claims, 1 class of critical trade vendors, 1 class of non-priority
unsecured claims; and 1 class of equity security holders.
Class 4 consists of all non-priority unsecured claims. The
liquidated, scheduled and filed Class 4 unsecured claims of
creditors total $85,455.09. Each holder of an allowed Class 4 claim
will receive, beginning on the Effective Date of the Plan, and
continuing quarterly for five years, a pro-rata share of
unencumbered proceeds after the payment of allowed Administrative
Expense Claims, allowed Priority Tax Claims, allowed Priority
Claims, and allowed secured claims. Class 4 is impaired by the
Plan.
Class 5 is comprised of all equity interests in the Debtor, which
are owned by Mr. Richardson. Mr. Richardson will retain his equity
interests in the Debtor.
Payments required under the Plan will be funded from: (i) existing
cash on hand on the Effective Date; and (ii) projected disposable
income remaining after the payment of operating expenses.
A full-text copy of the Plan of Reorganization dated January 27,
2025 is available at https://urlcurt.com/u?l=175ODC from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Katelyn M. Vinson, Esq.
JENNIS MORSE
606 East Madison Street
Tampa, Florida 33602
Telephone: (813) 229-2800
Email: kvinson@jennislaw.com
About ZDK Company
ZDK Company operates two retail franchise Hobby Town stores. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. M.D. Fla. Case No. 24-06368) on October 29, 2024, with
up to $50,000 in assets and up to $1 million in liabilities.
Judge Roberta A. Colton presides over the case.
Katelyn M. Vinson, Esq. at Jennis Morse represents the Debtor as
legal counsel.
ZIPS CAR: Suffered Cash Flow Issues Prior to Bankruptcy Filing
--------------------------------------------------------------
Ragini Bhalla, Head of Brand and Spokesperson for Creditsafe.com,
comments on Zips Car Wash's recent bankruptcy filing.
Zips Car Wash filed for bankruptcy on Feb. 6, 2024. As bankruptcy
court documents reveal, the company entered bankruptcy with $654
million in debt and just $1 million in cash on hand. But data from
Creditsafe indicates that there were some telltale signs of cash
flow issues in the months before Zips Car Wash filed for
bankruptcy. For example, the company’s DBT (Days Beyond Terms –
how many days late it pays bills) was 3 in May 2024. But then its
DBT jumped to 9 in June and July before it rose again to 13 in
August. It continued to rise significantly over the next few months
until it reached 25 in October 2024. So, its DBT increased by over
730% between the months of May and October 2024. And although its
DBT dropped to 14 in November 2024, it quickly jumped back up to 23
in December 2024. This pattern is strongly indicative of cash flow
issues, likely exacerbated by rising debt, increasing competition
in the marketplace and a decline in consumer spending."
Late payments became increasingly frequent in the second half of
2024. As Creditsafe data reveals, the number of outstanding bills
that were past due increased considerably during the months of June
and November 2024. For example, the number of outstanding bills
that were 91+ days past due rose from 3.22% in May to 7.08% in
June. Meanwhile, the number of outstanding bills that were overdue
by 1-30 days nearly doubled from 9.49% in June to 19.17% in July.
And the number of outstanding bills that were overdue by 61-90 days
jumped from 3.70% in October to 11.35% in November, while the
number of outstanding bills that were 91+ days past due increased
from 3.49% in October to 10.79% in November.
Ms. Bhalla says, "Clearly, the company was struggling with
financial management and cash flow issues in the second half of
2024, as more of its payments to suppliers were being made late.
You have to think about how those late payments would affect Zips
Car Wash’s suppliers. They have a business to run just like Zips
Car Wash does. So, if any of Zips’ suppliers agreed to Net 60 or
Net 90 payment terms, it could be upwards of four months before
they saw a single invoice paid. That would then put a strain on the
suppliers’ cash flow -- especially if Zips Car Wash was a high
value contract and accounted for a significant portion of the
suppliers' annual revenue."
About Zips Car Wash LLC
Zips Car Wash LLC and affiliates are among the largest privately
owned express car wash operators in the U.S., offering advanced car
wash services using cutting-edge chemistry like Ultra HD Glaze and
Graphene-Ceramic Fusion X to deliver superior results, including
glossy tires, streak-free windows, and a well-protected paint job.
Founded in 2004 with just two locations in rural Arkansas, the
Debtors have expanded significantly through strategic acquisitions,
now operating over 260 locations across 23 states. Headquartered in
Plano, Texas, the Debtors run their businesses under the Zips, Jet
Brite, and Rocket Express brands and serve their customers through
two core revenue channels: a traditional pay-per-wash format and
Zips Unlimited, their flagship monthly subscription program with
over 600,000 members.
Zips Car Wash LLC and affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 25-80069)
on February 5, 2025. In its petition, the Debtor reports estimated
assets between $500 million and $1 billion and estimated
liabilities between $1 billion and $10 billion.
Honorable Bankruptcy Judge Michelle V. Larson handles the case.
The Debtors' local bankruptcy counsel is Jason S. Brookner, Esq.,
Aaron M. Kaufman, Esq., and Amber M. Carson, Esq., at Gray Reed,
Dallas, Texas.
The Debtors' general bankruptcy counsel is Joshua A. Sussberg,
Esq., and Ross J. Fiedler, Esq., at Kirkland & Ellis LLP, in New
York, and Lindsey Blumenthal, Esq., at Kirkland & Ellis LLP,
Chicago, Illinois.
The Debtors' investment banker is Evercore Group LLC. The Debtors'
financial advisor is Alixpartners LLP. The Debtors' Noticing &
Claims Agent is Kroll Restructuring Administration LLC. The
Debtors' Real Estate Consultant & Advisor is Hilco Real Estate LLC.
The Debtors' tax advisor is PWC US TAX LLP.
[] Brevard Property Up for Auction on March 12
----------------------------------------------
Fisher Auction Company will hold an online auction on March 12,
2025, at 11:00 a.m. ET for the sale of a 51.47 +/- acre fully
entitled 165 lost manufacture home community in Brevard County,
Florida. A 2% broker participation is required. Further
information on the sale, contact Francis D. Santos at 745-220-4116.
[] Cleveland Commercial Property Up for Sale on February 13
-----------------------------------------------------------
Chartwell Real Estate Auctions will hold a real estate auction on
Feb. 13, 2025, for the sale of a commercial/retail building located
at 1048-52 Old River Road, Cleveland, Ohio 44113. Further
information regarding the sale, contact Michael Berland at Tel:
216-861-7200.
[] Garnet Capital Closes $117M Subprime Lease Portfolio Sale
------------------------------------------------------------
Garnet Capital Advisors, a leader in the national loan sale market,
announces the closing of the sale of a credit facility
collateralized by a $117 million subprime lease portfolio on behalf
of the co-lenders, who are leading institutions in the industry.
The sale was prompted by the bankruptcy filing of the originator
and initial servicer. The collateral portfolio was comprised of
both current and delinquent accounts.
Offering the facility servicing-retained gave buyers the option of
leaving the accounts with the replacement servicer. Selling the
credit facility as opposed to the underlying lease portfolio
minimized the administrative burden and led to a more expeditious
closing.
These factors combined to maximize buyer participation in the
offering with dozens of buyers registered for the sale, resulting
in a successful outcome for the sellers.
Andrew Stumm, Managing Director at Garnet Capital, stated: "Garnet
has unparalleled expertise in managing loan sales involving
bankruptcies, trustee sales and portfolio liquidations, having
closed dozens of transactions for billions of dollars in UPB. As a
result, we know the market for these assets and how to structure
sales to maximize value."
About Garnet Capital Advisors
Garnet Capital Advisors is a leading broker of loan portfolios for
banks, credit unions, hedge funds, and specialty finance companies.
With over 20 years of expertise in performing, subperforming, and
charged-off loans in the consumer, commercial, and residential
sectors, Garnet Capital is dedicated to bringing honesty, integrity
and focus to every deal, offering best-in-class services to their
clients in a rapidly changing financial landscape.
Garnet Capital Advisors is also committed to maintaining the
highest standards of data security and compliance, ensuring that
clients can trust their expertise and guidance throughout the
entire loan portfolio transaction process.
[] Tiger Group Promotes Ryan Davis to Chief Operating Officer
-------------------------------------------------------------
Tiger Group on Feb. 3 announced an executive-level promotion that
positions the company for further growth at a time of rising demand
for its financial, disposition, asset-valuation and advisory
services.
Ryan Davis has been promoted to Chief Operating Officer, having
previously led a nationwide team of appraisal group associates,
financial analysts and writers as Executive Managing Director of
Tiger Valuation Services. He assumes the role of COO from Tiger
Principal Michael McGrail.
Tiger Group has reached a level of growth and stability that allows
the partners more latitude to focus on nurturing the company's
strategic relationships and enhancing the Tiger portfolio of
investments and products, noted Tiger Group Co-Founder and Managing
Member Dan Kane.
"With this transition, Michael hands the reins of COO to a skilled
strategist who thoroughly understands the rapidly changing needs of
Tiger's financial, retail, wholesale and industrial clients," Mr.
Kane said. "Ryan is ideally suited to continue Tiger's
transformation into a disposition services and financing
powerhouse. We are extremely pleased to announce this much-deserved
promotion."
The U.S. economy is witnessing an enormous amount of transition and
growth, and as a result Tiger is seeing more demand for services
involving valuations, dispositions, capital infusions and
operational strategy, McGrail noted. "My focus is on expanding our
capacities to deliver even higher results for management, owners,
lenders and their professionals," the executive said.
Mr. Davis, a 20-year veteran of the asset-based lending industry,
joined Tiger in 2006 as a Senior Financial Analyst. He rose to
become the appraisal division's Managing Director in April 2019 and
Executive Managing Director in March 2024.
In the latter capacity, Mr. Davis was responsible for the valuation
of more than $25 billion of retail, wholesale and industrial assets
annually. The L.A.-based executive has operated multiple strategic
Tiger investments, including Advanced Sports, Inc. and mDesign, and
has worked on high-impact, complex capital transactions involving a
wide range of businesses.
"It has been a privilege to contribute to the growth and evolution
of Tiger Group, and I am honored to now be trusted with the
operational reins of this successful company,"
Mr. Davis said. "For me, working at Tiger is invigorating -- not
only because the day-to-day mission is to help clients solve tough,
complex and interesting problems, but also because I get to work
with truly amazing partners and colleagues."
[] Tiger Sees Secondary-Market Demand for Green Startups' Assets
----------------------------------------------------------------
Online auctions are featuring more assets from financially
distressed startups in areas like solar energy, "green" packaging,
experimental foods and electric vehicles and batteries, observed a
Tiger Group executive.
"Some of these operators simply run out of money. Others face
insufficient market demand or struggle to make good on promises of
ambitious solutions rooted in 'disruptive' tech," writes Chad
Farrell, Managing Director of Tiger Commercial & Industrial, in an
opinion column for ABL Advisor.
The sales are creating opportunities for others in the
sustainability space to acquire specialized equipment and IP at
liquidation discounts. More mainstream operators are finding rare
bargains on conventionally useful assets such as gas-processing
equipment, steel tanks, industrial robots and CNC milling machines,
Mr. Farrell notes.
Secondary-market demand for green startups' assets can be
significant. In the column, Mr. Farrell points to his division's
$10 million auction of parts, tools, equipment and EVs formerly
owned by Loveland-Colorado-based Lightning eMotors. The bidder
response included 40,000 page views, 309 registrants and 3,371 bids
for 644 lots.
In the piece, Mr. Farrell points to several other Tiger Group
auctions involving sustainability-focused operators, including:
* A court-sanctioned Chapter 7 bankruptcy sale of assets from
Lemnature Aquafarms' $14 million production and R&D plants in
Florida. The regenerative agriculture company had tried to sell
plant-based ingredients -- essentially, green protein from
waterlilies -- to the food-and-beverage and healthy nutrition
markets.
* A Chapter 7 sale of assets from green energy company Aqua
Hydrex, which had aimed to extract hydrogen from water using
electrolysis as a way to help decarbonize industrial operations,
transportation and agriculture.
* The turnkey sale of Romeo Power's 215,000-square-foot EV
battery assembly plant in California to Mullen Automotive.
* The auction of assets and IP from "grid-edge" tech startup
Veloce Energy, which had created a deployment and operation
platform for EV charging stations, commercial solar arrays and
industrial storage facilities
In the latter sale, "some bidders vied for the company's battery
energy storage systems; others went after conventional tools,
parts, welders, forklifts, transformers, inverters, oscilloscopes
and test equipment," Mr. Farrell observes.
But he cautions that when operators have an unprecedented,
moonshot-type process, it can be challenging to sell their
proprietary, highly specialized machinery and equipment (M&E) and
inventory.
"In recent liquidations, such equipment has accounted for 20 to 30
percent of the assets on offer," Mr. Farrell notes. "All of that
said, the sustainability space is full of newer companies with test
modules, laser welders, CNC machines and industrial robots that are
in excellent condition, or even still in the box, with tremendous
resale value."
Mr. Farrell concludes the piece by encouraging lenders and
disposition firms to focus on the green sector. "They already fully
grasp the potential recoveries associated with the universal M&E
described above," he writes. "Moving forward, they can continue to
build their expertise and buyer relationships with respect to
highly specialized assets as well."
Pointing to Tiger Group's upcoming liquidation of assets from
Northvolt Ett Expansion AB, Farrell noted that the trend has
continued into 2025. "We're currently accepting offers on $82
million of unused EV battery manufacturing equipment in Belgium and
South Korea," he said. "These assets are from several brands and
are still in their original crates and boxes."
[] Trucking Terminals & Vacant Land Up for Sale
-----------------------------------------------
Keen-Summit Capital Partners LLC has been retained by KAL Group as
its exclusive marketing agent and real estate broker for the sale
of the real property located at the following locations:
-- 8115 La Cruces Dr, Laredo, TX
-- 825 Navy Drive, Stockton, CA
-- Conestoga Park (Lot 4, 5, 6, 7, 8), Springdale, AR
-- 20634 Tracy Ave, Buttonwillow, CA
The properties are offered individually or together. Stalking
horse offers being considered
Brokers: 2% brokerage commission for properly represented buyer's
broker.
Further information regarding the sale contact:
Keen Summit Capital Partners LLC
3 Columbus Circle, 15th Floor
New York, NY 10019
Chris Mahoney
Tel: (646) 381-9205
Heather Milazzo
Tel: (646) 381-9207
Chris Katchadurian
Tel: (646) 381-9210
Harold Bordwin
Tel: (914) 980-8555
Matt Bordwin
Tel: (646) 381-9202
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ACADIAN ASSET MA AAMI US 555.2 (3.8) -
AIRSHIP AI HOLDI AISP US 9.1 (12.9) 0.0
ALPHAVEST ACQUIS ATMVU US 53.1 (1.3) (1.3)
ALTRIA GROUP INC MO US 35,177.0 (2,188.0) (4,268.0)
AMC ENTERTAINMEN AMC US 8,324.1 (1,685.3) (789.8)
AMERICAN AIRLINE AAL US 61,783.0 (3,977.0) (10,833.0)
AMNEAL PHARM INC AMRX US 3,461.0 (33.7) 418.1
APPIAN CORP-A APPN US 549.9 (49.8) 62.0
AUTOZONE INC AZO US 17,465.8 (4,672.9) (1,468.0)
AVEANNA HEALTHCA AVAH US 1,644.2 (156.4) (24.7)
AVIS BUDGET GROU CAR US 32,749.0 (229.0) (1,007.0)
B. RILEY FINANCI RILY US 3,236.3 (143.1) 678.5
BATH & BODY WORK BBWI US 4,984.0 (1,748.0) 145.0
BAUSCH HEALTH CO BHC CN 26,540.0 (242.0) 845.0
BAUSCH HEALTH CO BHC US 26,540.0 (242.0) 845.0
BELLRING BRANDS BRBR US 885.2 (146.6) 455.6
BEYOND MEAT INC BYND US 692.9 (611.9) 210.8
BIGBEAR.AI HOLDI BBAI US 354.1 98.4 53.6
BIOAGE LABS INC BIOA US 337.4 313.7 317.4
BIOCRYST PHARM BCRX US 491.3 (468.6) 295.2
BIOTE CORP-A BTMD US 101.3 (126.8) 23.5
BLEICHROEDER ACQ BACQU US 0.3 (0.1) (0.3)
BLEICHROEDER ACQ BACQ US 0.3 (0.1) (0.3)
BOEING CO/THE BA US 156,363.0 (3,914.0) 30,920.0
BOLD EAGLE ACQ-A BEAG US 0.9 (0.1) (0.0)
BOLD EAGLE ACQUI BEAGU US 0.9 (0.1) (0.0)
BOMBARDIER INC-A BDRAF US 12,668.0 (1,991.0) 604.0
BOMBARDIER INC-A BBD/A CN 12,668.0 (1,991.0) 604.0
BOMBARDIER INC-B BDRBF US 12,668.0 (1,991.0) 604.0
BOMBARDIER INC-B BBD/B CN 12,668.0 (1,991.0) 604.0
BOOKING HOLDINGS BKNG US 27,978.0 (3,653.0) 3,851.0
BRIDGEBIO PHARMA BBIO US 665.0 (1,218.4) 305.4
BRIDGEMARQ REAL BRE CN 163.4 (68.9) (86.7)
BTQ TECHNOLOGIES BTQ CN 1.8 (1.3) (1.1)
CALUMET INC CLMT US 2,640.1 (426.6) (464.6)
CANTOR PA CEP US 101.5 100.9 (0.1)
CARDINAL HEALTH CAH US 47,002.0 (2,921.0) 533.0
CHARLTON ARIA AC CHARU US 0.2 (0.1) (0.3)
CHARLTON ARIA-A CHAR US 0.2 (0.1) (0.3)
CHECKPOINT THERA CKPT US 5.2 (12.6) (12.6)
CHENIERE ENERGY CQP US 17,385.0 (626.0) (543.0)
CHILDREN'S PLACE PLCE US 888.8 (49.6) (46.3)
CHOICE HOTELS CHH US 2,544.0 (96.2) (140.2)
CINEPLEX INC CGX CN 2,209.3 (39.7) (310.5)
CINEPLEX INC CPXGF US 2,209.3 (39.7) (310.5)
CLIPPER REALTY I CLPR US 1,287.0 (9.5) -
COHEN CIRCLE ACQ CCIRU US 0.2 (0.5) (0.7)
COHEN CIRCLE ACQ CCIR US 0.2 (0.5) (0.7)
COMMSCOPE HOLDIN COMM US 8,810.7 (2,111.8) 973.2
COMMUNITY HEALTH CYH US 13,905.0 (1,270.0) 982.0
COMPOSECURE IN-A CMPO US 435.4 (285.0) 92.2
CONSENSUS CLOUD CCSI US 622.5 (93.2) 4.5
CONTANGO ORE INC CTGO US 158.3 (10.2) (43.0)
COOPER-STANDARD CPS US 1,797.5 (163.1) 223.8
CPI CARD GROUP I PMTS US 342.3 (42.8) 123.7
CROSSAMERICA PAR CAPL US 1,130.1 (30.7) (47.1)
CYTOKINETICS INC CYTK US 1,436.1 (13.9) 908.8
D-WAVE QUANTUM I QBTS US 49.6 (16.9) 9.3
DAVE INC DAVE US 272.2 (169.3) 217.3
DELEK LOGISTICS DKL US 1,960.7 (45.1) 16.4
DELL TECHN-C DELL US 81,951.0 (2,190.0) (11,465.0)
DENNY'S CORP DENN US 461.6 (54.5) (53.8)
DIGITALOCEAN HOL DOCN US 1,526.5 (211.7) 376.0
DINE BRANDS GLOB DIN US 1,699.5 (216.7) (55.4)
DOMINO'S PIZZA DPZ US 1,775.1 (3,976.6) 361.7
DOMO INC- CL B DOMO US 190.2 (171.2) (105.7)
DROPBOX INC-A DBX US 2,576.7 (546.1) (156.6)
DRUGS MADE IN AM DMAAU US 0.4 (0.2) (0.6)
ECO BRIGHT FUTUR EBFI US 0.0 (0.1) (0.1)
ELICIO THERAPEUT ELTX US 38.4 (19.0) 21.6
EMBECTA CORP EMBC US 1,149.5 (768.8) 369.0
EOS ENERGY ENTER EOSE US 216.8 (417.7) 74.1
ETSY INC ETSY US 2,442.2 (624.3) 767.7
EXCO RESOURCES EXCE US 1,032.7 (1,026.5) (421.2)
FAIR ISAAC CORP FICO US 1,706.6 (1,138.2) 264.5
FENNEC PHARMACEU FENC US 58.9 (5.2) 50.5
FENNEC PHARMACEU FRX CN 58.9 (5.2) 50.5
FERRELLGAS PAR-B FGPRB US 1,413.7 (457.2) (18.4)
FERRELLGAS-LP FGPR US 1,413.7 (457.2) (18.4)
FIRST SAVINGS FI FSFG US 2,388.7 (17.8) -
FOGHORN THERAPEU FHTX US 308.4 (28.3) 214.4
FREIGHTCAR AMERI RAIL US 245.9 (72.4) 63.3
GCM GROSVENOR-A GCMG US 575.0 (113.0) 152.8
GOAL ACQUISITION PUCKU US 3.6 (12.2) (13.6)
GRINDR INC GRND US 456.3 (13.4) 29.3
GUARDANT HEALTH GH US 1,538.7 (60.1) 1,029.4
H&R BLOCK INC HRB US 2,712.3 (872.5) (282.0)
HERBALIFE LTD HLF US 2,653.5 (954.2) (40.4)
HILTON WORLDWIDE HLT US 16,522.0 (3,689.0) (1,428.0)
HP INC HPQ US 39,909.0 (1,323.0) (7,927.0)
HUMACYTE INC HUMA US 114.8 (63.7) 2.1
IMMUNITYBIO INC IBRX US 364.6 (744.2) 102.2
INNOVATE CORP VATE US 897.2 (125.3) (68.1)
INSEEGO CORP INSG US 113.4 (85.1) (103.8)
INSPIRED ENTERTA INSE US 388.6 (78.3) 56.1
INTUITIVE MACHIN LUNR US 224.8 (4.5) 73.0
INVIZYNE TECHNOL IZTC US 3.6 (3.6) (4.4)
IRON MOUNTAIN IRM US 18,469.6 (31.9) (587.2)
JACK IN THE BOX JACK US 2,735.6 (851.8) (253.0)
LAUNCH ONE ACQUI LPAAU US 234.0 (9.8) -
LAUNCH ONE ACQUI LPAA US 234.0 (9.8) -
LIFEMD INC LFMD US 72.6 (6.0) (10.3)
LINDBLAD EXPEDIT LIND US 889.8 (122.4) (98.3)
LIONS GATE ENT-B LGF/B US 7,167.3 (156.4) (2,328.7)
LIONS GATE-A LGF/A US 7,167.3 (156.4) (2,328.7)
LIONSGATE STUDIO LION US 5,261.4 (938.9) (2,312.9)
LOWE'S COS INC LOW US 44,743.0 (13,419.0) 2,530.0
LUCKY STRIKE ENT LUCK US 3,240.0 (55.7) (52.9)
LUMINAR TECHNOLO LAZR US 403.4 (258.0) 176.2
MADISON SQUARE G MSGS US 1,412.4 (273.1) (305.9)
MANNKIND CORP MNKD US 464.2 (209.9) 255.6
MARBLEGATE ACQ-A GATE US 4.2 (19.4) (0.4)
MARBLEGATE ACQUI GATEU US 4.2 (19.4) (0.4)
MARRIOTT INTL-A MAR US 26,209.0 (2,421.0) (4,945.0)
MARTIN MIDSTREAM MMLP US 554.8 (61.3) 53.9
MATCH GROUP INC MTCH US 4,465.8 (63.7) 848.3
MBIA INC MBI US 2,230.0 (1,988.0) -
MCDONALDS CORP MCD US 56,172.0 (5,177.0) (1,396.0)
MCKESSON CORP MCK US 71,081.0 (2,704.0) (6,821.0)
MEDIAALPHA INC-A MAX US 236.1 (59.6) 29.4
METTLER-TOLEDO MTD US 3,240.0 (126.9) 25.7
NATHANS FAMOUS NATH US 48.7 (19.0) 26.5
NEW ENG RLTY-LP NEN US 387.4 (65.5) -
NEXT-CHEMX CORP CHMX US 3.9 (1.8) (3.8)
NOVAGOLD RES NG CN 109.8 (47.4) 98.3
NOVAGOLD RES NG US 109.8 (47.4) 98.3
NOVAVAX INC NVAX US 1,712.5 (526.4) (77.3)
NUTANIX INC - A NTNX US 2,181.4 (685.3) 302.9
O'REILLY AUTOMOT ORLY US 14,893.7 (1,371.0) (2,443.6)
OAKTREE ACQUIS-A OACC US 0.6 (0.0) -
OAKTREE ACQUISIT OACCU US 0.6 (0.0) -
OMEROS CORP OMER US 313.3 (154.2) 109.3
OTIS WORLDWI OTIS US 11,316.0 (4,728.0) (79.0)
PAPA JOHN'S INTL PZZA US 860.9 (414.7) (54.7)
PELOTON INTERA-A PTON US 2,109.8 (497.2) 672.8
PHATHOM PHARMACE PHAT US 387.0 (187.1) 308.5
PHILIP MORRIS IN PM US 61,784.0 (9,870.0) (2,745.0)
PITNEY BOWES INC PBI US 3,647.7 (518.9) (198.4)
PLANET FITNESS-A PLNT US 3,048.2 (267.1) 270.2
PLUM ACQUISITION PLMKU US 0.4 (0.0) (0.4)
PLUM ACQUISITION PLMK US 0.4 (0.0) (0.4)
PORCH GROUP INC PRCH US 867.3 (77.0) (84.6)
PRIORITY TECHNOL PRTHU US 1,759.7 (58.9) 37.7
PRIORITY TECHNOL PRTH US 1,759.7 (58.9) 37.7
PROS HOLDINGS IN PRO US 419.9 (68.7) 52.1
PTC THERAPEUTICS PTCT US 1,842.2 (1,054.4) 670.8
QUANTUM CORP QMCO US 163.1 (153.4) (25.7)
RAPID7 INC RPD US 1,574.5 (6.3) 99.0
RE/MAX HOLDINGS RMAX US 578.6 (61.8) 54.2
REALREAL INC/THE REAL US 406.3 (345.4) (14.0)
REDFIN CORP RDFN US 1,151.1 (25.2) 167.3
REVANCE THERAPEU RVNC US 461.6 (163.0) 249.6
REVANCE THERAPEU RTI QT 461.6 (163.0) 249.6
REVANCE THERAPEU RVNCEUR EU 461.6 (163.0) 249.6
REVANCE THERAPEU RTI TH 461.6 (163.0) 249.6
REVANCE THERAPEU RTI GZ 461.6 (163.0) 249.6
RH RH US 4,464.2 (183.0) 381.5
RIGEL PHARMACEUT RIGL US 139.4 (14.6) 52.2
RINGCENTRAL IN-A RNG US 1,818.4 (345.9) 94.2
RUBRIK INC-A RBRK US 1,268.7 (521.1) 127.1
SABRE CORP SABR US 4,693.2 (1,530.1) 22.9
SANUWAVE HEALTH SNWV US 21.8 (60.3) (71.6)
SBA COMM CORP SBAC US 10,201.7 (5,125.8) (217.6)
SCOTTS MIRACLE SMG US 3,170.2 (479.5) 601.6
SEAGATE TECHNOLO STX US 7,959.0 (1,079.0) 693.0
SECURETECH INNOV SCTH US 0.0 (0.4) (0.4)
SEMTECH CORP SMTC US 1,379.0 (139.7) 322.3
SHOULDERUP TEC-A SUAC US 9.6 (3.8) (4.8)
SLEEP NUMBER COR SNBR US 864.7 (448.8) (723.8)
SPACKMAN EQUITIE SQG CN 0.1 (1.8) (0.4)
SPECTRAL CAPITAL FCCN US 0.3 (0.1) (0.2)
SPIRIT AEROSYS-A SPR US 7,049.2 (1,936.5) 501.5
STARBUCKS CORP SBUX US 31,893.1 (7,464.6) (2,440.6)
STELLAR V CAPITA SVCCU US 0.2 (0.0) (0.2)
TORRID HOLDINGS CURV US 493.0 (189.3) (28.4)
TOWNSQUARE MED-A TSQ US 565.4 (52.5) 25.3
TRANSDIGM GROUP TDG US 21,515.0 (6,251.0) 3,872.0
TRAVEL + LEISURE TNL US 6,698.0 (861.0) 658.0
TRAVERE THERAPEU TVTX US 504.4 (30.5) 134.7
TRINSEO PLC TSE US 2,882.8 (480.0) 305.5
TRISALUS LIFE SC TLSI US 27.5 (20.4) 13.9
TRIUMPH GROUP TGI US 1,511.8 (82.3) 460.6
TUCOWS INC-A TC CN 799.0 (53.1) 22.7
TUCOWS INC-A TCX US 799.0 (53.1) 22.7
UNISYS CORP UIS US 1,861.6 (187.9) 361.8
UNITED PARKS & R PRKS US 2,579.6 (455.9) (142.3)
UNITI GROUP INC UNIT US 5,098.7 (2,476.3) -
VERISIGN INC VRSN US 1,406.5 (1,957.9) (867.3)
VERITONE INC VERI US 336.4 (25.2) (83.9)
VOYAGER ACQ CORP VACHU US 256.9 (11.3) 0.8
VOYAGER ACQUISIT VACH US 256.9 (11.3) 0.8
WAYFAIR INC- A W US 3,414.0 (2,733.0) (357.0)
WILLOW LANE ACQU WLACU US 0.1 (0.0) (0.1)
WILLOW LANE ACQU WLAC US 0.1 (0.0) (0.1)
WINGSTOP INC WING US 484.8 (447.5) 47.3
WINMARK CORP WINA US 52.0 (33.7) 30.0
WORKIVA INC WK US 1,302.1 (50.8) 449.5
WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3)
WYNN RESORTS LTD WYNN US 14,111.4 (1,065.5) 1,447.4
XERIS BIOPHARMA XERS US 321.1 (28.3) 71.8
XPONENTIAL FIT-A XPOF US 472.2 (123.3) 1.4
YUM! BRANDS INC YUM US 6,727.0 (7,648.0) 602.0
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
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Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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liabilities delivered to nation's bankruptcy courts. The list
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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