/raid1/www/Hosts/bankrupt/TCR_Public/250311.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, March 11, 2025, Vol. 29, No. 69
Headlines
1546 N NELLIS: Hires Realty One Group as Real Estate Broker
1629 REEVES: Seeks to Hire Douglas Elliman as Real Estate Broker
1804 SHACKLEFORD: Hires Lefkovitz & Lefkovitz PLLC as Counsel
22ND CENTURY: Joseph Reda Holds 8.5% Stake as of Feb. 27
2809 W. 8TH ST: Case Summary & One Unsecured Creditor
527 EDILIDO: Case Summary & Four Unsecured Creditors
901 S. LA BREA: Seeks Chapter 11 Bankruptcy in California
ADB ENTERPRISES: Court Extends Cash Collateral Access to June 7
ALGOMA STEEL: Moody's Affirms 'B3' CFR & Alters Outlook to Negative
ALPINEBAY INC: Court Amends Final Order to Use Cash Collateral
ALUMINA PTY: Moody's Rates New Unsec. Notes Due 2030/2032 'Ba1'
ALVOGEN PHARMA: S&P Lowers ICR to 'SD' on Distressed Debt Exchange
AMERICAN ACRYLICS: Court Extends Cash Collateral Access to May 1
ASHFORD HOSPITALITY: Cuts Board, Management Pay Under GRO AHT Plan
BAD DOG: Seeks to Hire Farinash & Stofan as Bankruptcy Counsel
BAMBI HEALTH: Mar. 14 Deadline Set for Panel Questionnaires
BANGL LLC: Moody's Puts 'B2' CFR Under Review for Upgrade
BEST BUILD 1: Seeks to Hire Sobers Law PLLC as Legal Counsel
BETA DRIVE HOTEL: Seeks Chapter 11 Bankruptcy in Ohio
BISHOP OF SAN DIEGO: Committee Taps Hilco Valuation as Advisor
BIT MINING: Narrows Net Loss to US$2.1-Mil. in Fiscal Q4
BLINK HOLDINGS: Updates Liquidating Plan Disclosures
BNG GROUP: Case Summary & 10 Unsecured Creditors
BUS-TEV LLC: Court Extends Cash Collateral Access to March 27
CARGO LIFTS: Seeks to Hire Stichter Riedel Blain as Legal Counsel
CARPENTER TECHNOLOGY: Fitch Hikes IDR to 'BB+', Outlook Stable
CARVANA CO: Holds 34.3% Equity Stake in Root Inc.
CATHAY GENERAL: Fitch Affirms 'BB+/B' IDRs, Outlook Stable
CENTRAL FLORIDA: Seeks Subchapter V Bankruptcy in Florida
CES KIMBERLINA: Sec. 341(a) Meeting of Creditors on April 7
CHARLES RIVER: Continues to Defend Securities Class Suit in Mass.
CHORD ENERGY: Moody's Rates Proposed Senior Unsecured Notes 'Ba2'
CIBUS INC: Peter Beetham Named Interim CEO
CIRQUE DU SOLEIL: Moody's Alters Outlook on 'B2' CFR to Stable
COSMOS HEALTH: Grigorios Siokas Holds 16.6% Equity Stake
DATAVAULT AI: Amends $5 Million Asset Purchase Deal With CSI
DENTISTRY BY DESIGN: Gets Final OK to Use Cash Collateral
DHW WELL: Taps Keller Williams Laredo as Realtor
DIGITALSPEED COMMUNICATIONS: Taps Asterion as Financial Advisor
DMCC 62ND AVE: Claims to be Paid From Continued Operations
DMD FLORIDA: Court Extends Cash Collateral Access to April 2
DOCUDATA SOLUTIONS: Seeks Chapter 11 Bankruptcy in Texas
EASTSIDE DISTILLING: Nasdaq Extends Compliance Deadline to Aug. 25
ELEGANT TENTS: Case Summary & 20 Largest Unsecured Creditors
EMPIRE COMMUNITIES: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
ENERGIZER HOLDINGS: Moody's Rates New $1.5BB 1st Lien Loans 'Ba1'
ENVIRI CORP: Moody's Alters Outlook on 'B1' CFR to Negative
FAMILY SOLUTIONS: Gets Extension to Access Cash Collateral
FLUENT INC: Reports Unaudited Net Loss of $29.3 Million in FY24
FOCUS UNIVERSAL: Posts $3.2 Million Net Loss in FY 2024
FORTREA HOLDINGS: Moody's Puts 'B1' CFR on Review for Downgrade
FORTRESS HOLDINGS: Gets Final OK to Use Cash Collateral
FREE COURTESY: Case Summary & One Unsecured Creditor
GAUCHO GROUP: Seeks to Hire Alvarez & Marsal as Appraisal Expert
GENESIS ENERGY: Moody's Alters Outlook on 'B2' CFR to Positive
GLOBALSTAR INC: Net Loss Widens to $63.2 Million in FY 2024
GLOBALSTAR INC: Registers Additional 2.53M Shares Under Equity Plan
GROUP RESOURCES: Creditors to Get Proceeds From Liquidation
HAWAIIAN ELECTRIC: S&P Alters Outlook to Pos., Affirms 'B-' ICR
HEART OF GOLD: Court Extends Cash Collateral Access to April 28
HUDSON'S BAY: Seeks Creditor Protection Under CCAA
INFINERA CORP: Completes Merger With Nokia, Neptune of America
INFINERA CORP: Swings to $150.3 Million Net Loss in FY 2024
INTELGENX TECHNOLOGIES: Files Chapter 7 Bankruptcy
INTERMEDIATE DUTCH: S&P Affirms 'B' ICR, Outlook Stable
INW MANUFACTURING: Moody's Ups CFR to 'Caa1', Outlook Stable
IRECERTIFY: Seeks to Hire Peterson Shafer Inc as Accountant
JDC RENTALS: Court OKs Deal to Extend Use of Cash Collateral
JERSEY CITY CCS: Moody's Upgrades Rating on Revenue Bonds to Ba1
JERVOIS GLOBAL: Shareholders Push to Halt Texas Bankruptcy Plan
K & M AMUSEMENT: Court Extends Cash Collateral Access to March 20
KLX ENERGY: Sets Conditional Redemption of 11.5% Notes for March 30
KUT AUTO: Court Denies Bid to Use Cash Collateral
LAKE SPOFFORD: Seeks Chapter 11 Bankruptcy in New Hampshire
LANDMARK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
LEFEVER MATTSON: Hires Lake Tahoe Brokerage as Real Estate Broker
LEFEVER MATTSON: Seeks to Hire KKG Inc. as Real Estate Broker
LIFT SOCIETY: Gets OK to Use Cash Collateral Until March 18
LL FLOORING: Stark & John R. Weaver File Rule 2019 Statement
LOUISIANA DELTA: Seeks to Hire Patrick J. Gros as Accountant
LSB INDUSTRIES: Moody's Affirms 'B2' CFR, Outlook Stable
LUCAS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
LUCENA DAIRY: Court Extends Cash Collateral Access to March 31
LUMEN TECHNOLOGIES: Moody's Raises CFR to 'B3', Outlook Stable
MALIA REALTY: Seeks to Extend Plan Exclusivity to May 30
MASTER'S PLAN: Hires Prescott Business Solutions as Accountant
METROPOLITAN OPERA: Moody's Cuts Rating on 2012 Taxable Bonds to B1
MIRABAL DISCOUNT: Seeks to Hire Mendez Law Offices as Counsel
MITCHELL ROCK: Case Summary & Four Unsecured Creditors
MITEL NETWORKS: Seeks Chapter 11 Bankruptcy After Debt Maneuvers
MLN US HOLDCO: Case Summary & 30 Largest Unsecured Creditors
MODIVCARE INC: Adjourns Stockholder Meeting to March 13
NEDDY LLC: Gets Interim OK to Use Cash Collateral Until March 15
NEW DIRECTION: Court Extends Cash Collateral Access to March 27
NEW GOLD: Moody's Rates New $400MM Unsec. Notes 'B3', Outlook Pos.
NEW LEDA LANES: Seeks Chapter 11 Bankruptcy in New Hampshire
NEXTDECADE CORP: Swings to $277.4 Million Net Income in FY 2024
NIKOLA CORP: Hires M3 Advisory as Financial Advisor
NIKOLA CORP: Seeks to Hires Ordinary Course Professionals
NIKOLA CORP: Taps Epiq Corporate as Administrative Advisor
NIKOLA CORP: Taps Houlihan Lokey as Investment Banker
NIKOLA CORP: Taps Pillsbury Winthrop Shaw as Co-Counsel
NIKOLA CORP: Taps Potter Anderson & Corroon as Co-Counsel
NUASIN NEXT: Moody's Lowers Rating to Ba3, Outlook Negative
ORB TERTIUS: Gets Interim OK to Use Cash Collateral Until March 25
OUTFRONT MEDIA: Posts $258.2 Million Net Income in FY 2024
PAR PETROLEUM: Moody's Alters Outlook on 'Ba3' CFR to Negative
PAVMED INC: Tasso Partners Holds 18.9% Equity Stake
PMHB LLC: Seeks Chapter 11 Bankruptcy in North Carolina
POET TECHNOLOGIES: Wins Lightwave Award for AI Hardware Technology
POTTERS BORROWER: Moody's Affirms B2 CFR & Rates New Term Loan B2
PROMENADE NORTH: Gets Final OK to Use Cash Collateral
QVC GROUP: CEO Rawlinson Signs New Contract Through 2027
RAPSYS INC: Court Extends Use of Cash Collateral to April 27
REMEMBER ME: Seeks to Hire Chambliss Bahner & Stophel as Counsel
ROBERT PAUL: Seeks to Hire Tameria Driskill as Legal Counsel
ROTHMANS BENSON: Wins Court Approval for CCAA Settlement
RYVYL INC: Expects 2024 Preliminary Revenue of $56 Million
SAFE & GREEN: Regains Nasdaq Compliance After Olenox Merger
SAMPLE TILE: Gets Final OK to Use Cash Collateral
SCANROCK OIL: Hires Stretto Inc. as Claims and Noticing Agent
SCRIPPS (E.W.): Moody's Affirms B3 CFR & Alters Outlook to Negative
SHARPLINK GAMING: Acquires 10% Stake in Armchair Enterprises
SOUTHERN COLONEL: Taps Craig M. Geno PLLC as Bankruptcy Counsel
SPORTS INTERIORS: Gets OK to Use Cash Collateral Until April 30
SUNATION ENERGY: Closes Initial $15M Tranche of Direct Offering
SUNNOVA ENERGY: CEO Resigns Following Going-Concern Warning
TERRAFORM GLOBAL: Moody's Keeps 'Ba3' CFR on Review for Downgrade
TEXAS SOLAR: Court Extends Cash Collateral Access to March 29
TOP ACES: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
TRIPADVISOR INC: Moody's Cuts Rating on First Lien TLB to 'Ba3'
TURNONGREEN INC: Glendale Securities Holds 9.2% Stake
U-TELCO UTILITIES: Seeks to Hire Orville & McDonald Law as Counsel
ULTRA SAFE: Unsecureds Will Get 15.6% of Claims in Plan
UNITED FIBER: Seeks to Extend Plan Exclusivity to May 27
UNRIVALED BRANDS: Seeks to Extend Plan Exclusivity to June 4
UPSALA ISD 487: Moody's Lowers Issuer & GOULT Ratings to Ba2
VYRIPHARM BIOPHARMACEUTICALS: Hires Tran Singh LLP as Counsel
WALGREENS BOOTS: S&P Places 'BB-' ICR on CreditWatch Negative
WALKER & DUNLOP: Moody's Assigns 'Ba2' Rating to New Unsec. Notes
WATLOW ELECTRIC: Moody's Ups CFR to B1 & Alters Outlook to Stable
WW INTERNATIONAL: Posts $345.7 Million Net Loss in FY 2024
YJ SIMCO: Case Summary & Two Unsecured Creditors
[] Auctionadvisors to Hold NJ Bankruptcy Property Auction March 19
[] Pierson Ferdinand Adds Two New Partners to Bankruptcy Practice
*********
1546 N NELLIS: Hires Realty One Group as Real Estate Broker
-----------------------------------------------------------
1546 N Nellis LLC seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to hire Realty One Group as real estate
broker.
The firm will market and sell the Debtor's real property located at
1546 N Nellis Boulevard, Las Vegas, Nevada 89110.
The firm will be paid a commission of 3 percent of the sales
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Carlington Miller
Realty ONE Group Green Valley
2831 St. Rose Parkway Ste. 100
Henderson, NV 89052
Mobile: (702) 666-5065
Email: prolvrealtor@gmail.com
About 1546 N Nellis LLC
1546 N Nellis LLC filed is voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
24-16155) on Nov. 25, 2024, listing up to $50,000 in assets and
$500,001 to $1 million in liabilities.
David Mincin, Esq. at Mincin Law, PLLC represents the Debtor as
counsel.
1629 REEVES: Seeks to Hire Douglas Elliman as Real Estate Broker
----------------------------------------------------------------
1629 Reeves, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Douglas Elliman as its
real estate broker.
The broker will assist the Debtor in the leasing of its property
located at 1629 Reeves St., Los Angeles, CA 90035.
The firm will receive a commission equal to 2.5 percent of the
total rent payments.
Douglas Elliman is a "disinterested person" as that term is defined
in the Bankruptcy Code and does not hold or represent an interest
adverse to the Debtor or the Debtor's estate, according to court
filings.
The firm can be reached through:
Brynn Pennel
Douglas Elliman Real Estate
150 S El Camino Drive
Beverly Hills, CA 90212
Phone: (212) 303-5213
Email: brynn@brynnpennel.com
About 1629 Reeves, LLC
1629 Reeves, 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 a commercial real estate located at 1629 Reeves Street, Los
Angeles, Calif., valued at $4.5 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-14283) on May 30,
2024, with $4,500,000 in assets and $4,720,907 in liabilities as of
May 28, 2024. Aaron R. Sokol, managing member, signed the
petition.
Judge Neil W. Bason presides over the case.
John P. Kreis, Esq., at John P. Kreis, PC represents the Debtor as
legal counsel.
1804 SHACKLEFORD: Hires Lefkovitz & Lefkovitz PLLC as Counsel
-------------------------------------------------------------
1804 Shackleford, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Tennessee to hire Lefkovitz & Lefkovitz,
PLLC as counsel.
The firm's services include:
a. advising the Debtor(s) as to her rights, duties, and powers
as Debtor(s)-in Possession;
b. preparing and filing statements and schedules, plans, and
other documents and pleadings necessary to be filed by the
Debtor(s) in this proceeding;
c. representing the Debtor(s) at all hearings, meetings of
creditors, conferences, trials, and any other proceedings in this
case; and
d. performing such other legal services as may be necessary in
connection with this case.
The firm will be paid at these rates:
Attorneys $475 per hour
Paralegals $200 per hour
The firm has received a total of $10,000 as a retainer, plus $1,738
in Court filing fees.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lefkovitz & Lefkovitz is a "disinterested person" as defined in
Bankruptcy Code Secs 101(14) and 327, according to court filings.
The firm can be reached through:
Jay R. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ, PLLC
908 Harpeth Valley Place
Nashville, TN 37221
Tel: (615) 256-8300
Fax: (615) 255-4516
Email: jlefkovitz@lefkovitz.com
About 1804 Shackleford, LLC
1804 Shackleford, LLC is the fee simple owner of two properties,
located at 1804 Shackleford Road, Nashville, TN 37215 (current
value: $1,800,000), and 1802 Shackleford Road, Nashville, TN 37215
(current value: $2,200,000).
1804 Shackleford, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
25-00742) on February 23, 2025, listing $4,000,000 in assets and
$3,131,135 in liabilities. The petition was signed by Deepak
Chaudhry as CEO.
Judge Nancy B King presides over the case.
Jay R. Lefkovitz, Esq. at LEFKOVITZ & LEFKOVITZ represents the
Debtor as counsel.
22ND CENTURY: Joseph Reda Holds 8.5% Stake as of Feb. 27
--------------------------------------------------------
Joseph Reda disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of February 27, 2025, he
beneficially owned 161,684 shares of 22nd Century Group, Inc.'s
common stock, representing 8.5% of the 1,893,361 shares of Common
Stock of the Company outstanding as verified with on February 28,
2025. Of these, he has sole voting and dispositive power over
88,237 shares and shared voting and dispositive power over 73,447
shares through SEG Opportunity Fund, LLC.
SEG Opportunity has shared voting and dispositive power over 73,447
shares, representing 3.8% of the class.
SEG Opportunity Fund, LLC may be reached at:
Joseph Reda
Manager
135 Sycamore Drive
Roslyn N.Y 11576
Tel: (516) 521-1354
A full-text copy of SEG Opportunity's SEC Report is available at:
https://tinyurl.com/yc8axkce
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company specializing in the sales and distribution of its
proprietary reduced nicotine tobacco products, which have been
authorized as Modified Risk Tobacco Products by the FDA. The
company also provides contract manufacturing services for
conventional combustible tobacco products for third-party brands.
22nd Century Group disclosed in its Quarterly Report for the three
months ended September 30, 2024 that it has incurred significant
losses and negative cash flows from operations since inception and
expects to incur additional losses until such time that it can
generate significant revenue and profit in its tobacco business.
The Company had negative cash flow from operations of $9,947 and
$50,184 for the nine months ended September 30, 2024 and 2023,
respectively, and an accumulated deficit of $389,315 and $378,707
as of September 30, 2024 and December 31, 2023, respectively. As of
September 30, 2024, the Company had cash and cash equivalents of
$5,341.
Given the Company's projected operating requirements and its
existing cash and cash equivalents, there is substantial doubt
about the Company's ability to continue as a going concern through
one year following the date (November 12, 2024) that the Quarterly
Report was issued.
For the year ended December 31, 2023, the company reported a net
loss of $140.8 million, compared to a net loss of $59.8 million in
2022. As of September 30, 2024, 22nd Century Group had $26.2
million in total assets, $22.7 million in total liabilities, and
$3.5 million in total shareholders' equity.
2809 W. 8TH ST: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: 2809 W. 8th St., LLC
2809 W. 8th Street
Los Angeles, CA 90005
Business Description: 2809 W. 8th St. is a debtor with a single
real estate asset, as outlined in 11 U.S.C.
Section 101(51B).
Chapter 11 Petition Date: March 10, 2025
Court: United States Bankruptcy Court
Central District of California
Case No.: 25-11886
Judge: Hon. Barry Russell
Debtor's Counsel: Denise Moore, Esq.
THE LAW OFFICES OF DENISE MOORE
4735 W. Washington Blvd.
Los Angeles, CA 90016
Tel: (213) 706-9759
E-mail: atty.d.mo1978@gmail.com
Total Assets: $3,729,300
Total Liabilities: $3,040,000
The petition was signed by Mike Stokes as owner.
The debtor has listed Jan Scott, located at 1334 Park View Ave,
Manhattan Beach, CA, as its sole unsecured creditor, holding a
claim of $10,000 for professional services rendered.
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/22MHDFY/2809_W_8TH_ST_LLC__cacbke-25-11886__0001.0.pdf?mcid=tGE4TAMA
527 EDILIDO: Case Summary & Four Unsecured Creditors
----------------------------------------------------
Debtor: 527 Edilido LLC
527 E Dilido Drive
Miami Beach, FL 33139
Business Description: 527 Edilido LLC is a Miami Beach-based real
estate holding company.
Chapter 11 Petition Date: March 10, 2025
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 25-12527
Judge: Hon. Corali Lopez-Castro
Debtor's Counsel: Thomas Zeichman, Esq.
BEIGHLEY MYRICK UDELL LYNNE AND ZEICHMAN
2385 NW Executive Center Drive Suite 300
Boca Raton, FL 33431
Tel: (561) 549-9036
Email: tzeichman@bmulaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Siffin as manager.
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/ASIBPKY/527_EDILIDO_LLC__flsbke-25-12527__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Four Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Bank of America $4,126,953
100 North Tryon Street
Charlotte, NC 28255
2. Internal Revenue Service Unknown
PO Box 7346
Philadelphia, PA
19101-7346
3. Miami Dade Property Appraiser Unknown
c/o Edgar Ruiz
Public Records Custodian
Property Appraiser of Miami-Dade
County
111 NW 1st St Ste 710
Miami, FL 33128
4. Sanchez-Medina, $0
Gonzalez, Quesada, Lage,
201 Alhambia Cir
Ste 1205
Miami, FL 33134
901 S. LA BREA: Seeks Chapter 11 Bankruptcy in California
---------------------------------------------------------
On February 27, 2025, 901 S. La Brea Ave LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Central District
of California. According to court filing, the
Debtor reports $4,727,292 in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
About 901 S. La Brea Ave LLC
901 S. La Brea Ave LLC owns two properties: a commercial building
at 901 S La Brea Ave, Inglewood, CA 90301-3815, which hosts a
Domino's Pizza franchise, and another commercial building at 925 S
La Brea Ave, Inglewood, CA 90301-3815.
901 S. La Brea Ave LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-10504 on February
27, 2025. In its petition, the Debtor reports total assets of
$6,540,799 and total liabilities of $4,727,292.
Honorable Bankruptcy Judge Scott C. Clarkson handles the case.
The Debtor is represented by:
Michael R. Totaro, Esq.
TOTARO & SHANAHAN, LLP
PO Box 789
Pacific Palisades CA 90272
Tel: (310) 804-2157
Email: Ocbkatty@aol.com
ADB ENTERPRISES: Court Extends Cash Collateral Access to June 7
---------------------------------------------------------------
ADB Enterprises, LLC got the green light from the U.S. Bankruptcy
Court for the District of New Mexico to use its secured creditors'
cash collateral until June 7.
The interim order signed by Judge Robert Jacobvitz approved the use
of cash collateral to pay the company's post-petition business
expenses based on its budget, with a 10% deviation cushion.
Independence Bank/Northeast Bank, Secured Lender Solutions,
Innovation Refunds, Kapitus Servicing, Inc., and the U.S. Small
Business Administration hold or may hold liens or security
interests in the cash collateral.
As protection, the secured creditors were granted replacement liens
on post-petition cash collateral to the same extent and with the
same priority as their pre-bankruptcy liens.
ADB's secured creditors can be reached through:
Independent Bank/Northeast Bank
250 W. 55th St. Ste. 1502
New York, NY 10019
Secured Lender Solutions
P.O. Box 2576
Springfield, IL 62708
Innovation Refunds
4350 Westown Pkwy
Wdm, IA 50266
Kapitus Servicing, Inc.
Counsel: Scott Kent Brown II, Esq.
Anderson Clarkson Brown, PLLC
2158 N. Gilbert Road, Suite 114
Mesa, AZ 85203
About ADB Enterprises
ADB Enterprises, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.M. Case No. 24-11214) on November 13,
2024, 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.
The Debtor is represented by Jason Michael Cline, Esq., at Jason
Cline, LLC.
ALGOMA STEEL: Moody's Affirms 'B3' CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Ratings has affirmed Algoma Steel Group Inc.'s ("Algoma")
B3 corporate family rating and B3-PD probability of default rating.
At the same time, Moody's affirmed the B3 rating on Algoma Steel
Inc.'s ("Borrower") backed senior secured second lien notes.
Algoma's speculative grade liquidity rating (SGL) is downgraded to
SGL-2 from SGL-1. The outlook for both entities is changed to
negative from stable.
The change in outlook to negative reflects the company's financial
underperformance and Moody's expectations of significant cash burn
in 2024, which leaves the company weakly positioned to deal with
the uncertainties associated with execution risks in the EAF
transformation and potential disruptions at its plants amid the
unclear tariff and pricing landscape.
RATINGS RATIONALE
Algoma's B3 CFR is constrained by: (1) a challenging operating
environment due to uncertain pricing and potential tariffs and
significant execution risks involved in the completion of the EAF
project; (2) weak operating performance in 2024 and Moody's
expectations for high adjusted leverage in 2025; (3) its small size
(2.1 million tons of steel shipments in FY2024); (4) a single
production site, with a single operating blast furnace; (5)
exposure to volatile steel prices; and (6) a competitive
disadvantage relative to North American peers because of
incremental freight costs from Sault Ste Marie, Ontario. The rating
benefits from the company's: (1) good liquidity providing some
financial flexibility to manage the uncertain operating
environment; (2) relatively low cost hot rolled steel making
capabilities, using its Direct Strip Production Complex; (3) access
to no-interest, forgivable (dependent on certain emission targets)
government debt financing to assist with EAF project; and (4)
reduced earnings variability on successful execution of the EAF
project.
Algoma's capital structure consists of three classes of debt: (1)
$300 million ABL revolver (unrated); (2) $350 million backed senior
secured second lien notes (issued by the Borrower); and (3) about
CAD241 million government loans (principal value). The backed
senior secured second lien notes are rated B3, same as the
company's CFR. The ABL, secured notes and government loans are all
secured by substantially all assets. However, the ABL has a senior
position in the debt capital structure relative to the secured
notes and those notes have a priority over the government loans.
Algoma has good liquidity (SGL-2). Sources total about CAD840
million compared to uses of about CAD430 million through fiscal
2025, ending December 31, 2025. Liquidity sources consist of cash
of about CAD450 million as of September 2024, about CAD343 million
available under its $300 million ABL credit facility (due in 2028)
and Moody's expectations of at least CAD50 million in additional
insurance proceeds. Uses include Moody's expected free cash flow
usage around CAD430 million through fiscal 2025, including
significant EAF capex. Moody's expects Algoma to remain in
compliance with the springing fixed charge coverage ratio covenant
on its ABL facility over the next four quarters.
The negative rating outlook incorporates the company's weak
operating performance and Moody's expectations of significant cash
burn in 2024, which leaves the company weakly positioned to deal
with the uncertainties associated with execution risks in the EAF
transformation and potential disruptions at its plants amid the
unclear tariff and pricing landscape.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company successfully completes
the EAF project, the company is able to generate consistent
positive free cash flow, adjusted debt/EBITDA is maintained below
4x and (CFO-dividend)/debt is sustained above 15%.
The ratings could be downgraded if the company experiences material
operational disruptions that result in a weaker than expected
operating performance, liquidity materially deteriorates, adjusted
debt/EBITDA is sustained above 6x or (CFO-dividend)/debt sustained
below -10%.
The principal methodology used in these ratings was Steel published
in November 2021.
Algoma Steel Group Inc., headquartered in Sault Ste Marie, Ontario,
is an integrated steel producer.
ALPINEBAY INC: Court Amends Final Order to Use Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Barbara Division issued an amended final order authorizing
Alpinebay, Inc. to use its secured creditors' cash collateral.
The amended final order authorized the company to use cash
collateral to pay the expenses set forth in its budget, with a 10%
variance.
As protection for the use of their cash collateral, secured
creditors including JPMorgan Chase Bank, N.A., First Business Bank
and the U.S. Small Business Administration were granted replacement
liens on post-petition assets of the company to the same extent and
with the same priority and validity as their pre-bankruptcy liens.
In case the replacement liens are insufficient to protect their
interests, the secured creditors will be granted a superpriority
administrative expense claim.
The secured creditors will also receive monthly payments as
additional protection.
The amended final order does not prejudice any creditor's right to
later challenge the
validity or reasonableness of any line-item expense in the
company's budget,
excluding any contractual due loan payments to First Business Bank.
Alpinebay's authority to use cash collateral terminates upon
occurrence of an event of default such as the failure to comply
with the final order or the budget; a sale of substantially all of
its assets; the dismissal or conversion of its Chapter 11 case to
one under Chapter 7; or the effective date of a plan of
reorganization confirmed by the court.
About Alpinebay Inc.
Alpinebay Inc. is a building materials and manufacturing company
located in California. Its products include EZ-Niches, a
lightweight and durable material, offering exceptional strength and
longevity. These niches not only provide a functional storage space
for shower essentials but also serve as a stylish focal point for
decorative tiles. It also offers Ultra X Guard, a liquid polymer
membrane that provides flawless waterproofing and fracture
protection up to 1/8" without the necessity of additional fabric.
Alpinebay sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-11386) on
December 6, 2024, with up to $50,000 in assets and up to $10
million in liabilities. Anne Xiuying Ho, chief executive officer,
signed the petition.
Judge Ronald A. Clifford, III handles the case.
Christopher J. Langley, Esq., at Shioda Langley & Chang, LLP is the
Debtor's legal counsel.
First Business Bank, as secured creditor, is represented by:
Andrew J. Nazar, Esq.
Polsinelli PC
900 West 48th Place, Suite 900
Kansas City, MO 64112
(816) 753-1000
Fax: (816) 753-1536
anazar@polsinelli.com
ALUMINA PTY: Moody's Rates New Unsec. Notes Due 2030/2032 'Ba1'
---------------------------------------------------------------
Moody's Ratings assigned a Ba1 rating to the proposed $500 million
2030 and $500 million 2032 backed senior unsecured notes issued by
Alumina Pty Ltd., a wholly-owned subsidiary of Alcoa Corporation.
Proceeds from the new notes will used to fully redeem $750 million
senior unsecured notes due 2027 and partially tender the 2028
senior unsecured notes. The outlook for Alumina Pty Ltd. has been
assigned stable. At the same time, Moody's affirmed Alcoa Nederland
Holding B.V.'s ("Alcoa") corporate family rating of Ba1, its
Probability of Default Rating of Ba1-PD and the Ba1 ratings of its
existing backed senior unsecured notes. Alcoa's speculative grade
liquidity rating remains SGL-2. The outlook is stable.
The assigned rating remains subject to Moody's reviews of the final
terms and conditions of the proposed financing.
RATINGS RATIONALE
Alcoa's Ba1 CFR is supported by its position as a leading producer
of bauxite, alumina and aluminum, its geographical and aluminum
product diversity and upstream integration in the aluminum value
chain that provides a natural hedge against the volatility in
alumina and bauxite prices. The ratings also reflect the company's
good liquidity position and the positive impact of the portfolio
optimization program, profitability improvement initiatives and the
balance sheet/pension liability management which have partially
enhanced the business resilience.
Alcoa's ratings are constrained by its concentrated exposure to
cyclical and volatile aluminum and alumina markets, the high
sensitivity of its operating margins to raw material and energy
costs and still elevated gross debt position. The ratings consider
the fact that mining of the lower grade bauxite ore in Australia
will continue until 2027 at the earliest, and also reflect the risk
of potential aluminum smelters restarts and the continued global
capacity growth, particularly in China.
After a challenging 2023, Alcoa initiated a number of new strategic
initiatives in 2024 to position the company for the long-term
success and improve the resilience of the business to downturns.
Alcoa purchased Alumina Limited, its AWAC JV partner, via an
all-stock deal, which simplified its corporate structure and the
decision-making process, leading to greater operational and
financial flexibility. It curtailed its high-cost Kwinana refinery,
outperformed its $645 million target for its profitability
improvement program hitting the planned cost saving run rate in Q4
2024, progressed the restart of the Alumar smelter and the
previously idled Warrick smelter capacity. Alcoa also initiated the
sale of the 25.1% stake in Ma'aden JV, signed a memorandum of
understanding with a Spanish entity that could improve the
viability of the San Ciprian complex in the long term, and repaid
$385 million of Alumina Limited's debt.
Alcoa's cash costs declined gradually in the first 3 quarters of
2024 as key raw material costs continued to normalize before
increasing in Q4 driven by higher production costs, and
specifically, high prices for alumina which makes up about 50% of
aluminum smelting costs. For the full year 2024, Alcoa's cash costs
improved modestly to $2,410/ton from $2,438/ton in 2023 but
remained above $2,235/ton averaged in 2021 and $1,883/ton in 2020.
Moody's anticipates further declines in operating costs in 2025
driven by the full-year savings from the profitability improvement
program and lower anticipated alumina prices, although the latter
will also reduce the profitability of the company's alumina
segment.
As a result of higher aluminum and alumina prices, modestly lower
operating costs and higher shipments, Alcoa's 2024 earnings
improved significantly, particularly in Q4, raising the EBITDA for
the year, as adjusted by Moody's, to $1.5 billion, which enabled
the company to improve its financial leverage to 2.1x in 2024 from
6.8x in 2023. Moody's anticipates that the Aluminum and Alumina
segments performance will remain solid in 2025. However, Moody's
forecasts and the current ratings also consider the risk that
currently high alumina and aluminum prices could revert, in Moody's
views, to more sustainable levels and lead to the contraction in
the company's earnings and cash flows as compared to its most
recent financial results.
Assuming LME aluminum price of about $2,300/t, Midwest premium of
about $400/t and alumina price of $350/t, both below spot prices,
Moody's forecast that Alcoa will generate the Moody's-adjusted
EBITDA of about $1.2-1.3 billion in 2025. Leverage, as a result,
would be expected to rise modestly to 2.3-2.5x. Free cash flow is
estimated to be modestly negative. Moody's notes that given the
high sensitivity of the company's operations to alumina and
aluminum prices, its earnings and cash flows could be materially
higher and free cash flow could be positive if prices remain near
or even modestly below current levels. Moody's also notes that the
proposed aluminum tariffs could be negative for Alcoa if they are
not fully offset by a higher Midwest premium.
The stable outlook reflects Moody's expectations that the alumina
prices will normalize in 2025, that aluminum prices will remain at
historically elevated levels, that Alcoa's operating performance
will continue to gradually improve in the next 12-18 months and its
credit metrics will remain commensurate with a Ba1 rating. The
stable outlook also assumes that the company will maintain its good
liquidity position.
Alcoa has a good liquidity profile supported by its cash position
of $1.1 billion as of December 31, 2024, a $1.25 billion undrawn
secured revolving credit facility (RCF - unrated) at Alcoa
Nederland Holding B.V., guaranteed by Alcoa (parent) and certain
subsidiaries and maturing in June 2027, and a 1-year $250 million
secured revolving facility with a Japanese bank with covenants and
collateral substantially the same as those included in the RCF. The
revolver has a first priority security interest in substantially
all assets of the Alcoa Corporation, ANHBV, the material domestic
wholly-owned subsidiaries of Alcoa Corporation, and the material
foreign wholly-owned subsidiaries of Alcoa Corporation located in
Australia, Brazil, Canada, Luxembourg, the Netherlands, Norway and
Switzerland including equity interests of certain subsidiaries that
directly hold equity interests in AWAC entities. The revolver
financial covenants also include a total maximum debt to
capitalization ratio of 60%, which Moody's expects the company to
remain in compliance with.
The Ba1 rating of the proposed new and existing senior unsecured
notes, at the same level as the CFR, reflects the preponderance of
unsecured debt in the capital structure, given the level of
unsecured notes and other unsecured liabilities relative to the
$1.25 billion secured revolving credit facility and the $250
million Japanese Yen revolving credit facility. The new notes will
be guaranteed by Alcoa Corporation and its subsidiaries that are
guarantors under the Revolving Credit Facility and rank pari-passu
with the existing notes. Guarantees are expected to be provided by
wholly owned restricted Subsidiaries located in the United States,
Brazil, Canada, Luxembourg, the Netherlands, Norway and
Switzerland, subject to certain exceptions, and will not include
any AWAC Entities. Alumina Pty Ltd. will pledge full upstream
guarantees to both new and existing senior unsecured notes. The
company's instrument ratings take into account wide swings in
working capital through market cycles. Changes in the proportion of
secured debt relative to unsecured debt in the company's capital
structure could result in changes to the instrument ratings.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings upgrade is unlikely in the near term but would be
considered if Alcoa improves its cost position, restores
profitability, generates positive free cash flow, reduces gross
debt and improves its liquidity position such that its credit
metrics were expected to sustain at levels commensurate with a
strong investment grade rating. An upgrade would also require a
strong commitment and ability to maintain an investment grade
balance sheet through the cycle. Quantitatively, Moody's could
consider an upgrade if Alcoa were expected to sustain the following
credit metrics through the cycle: EBIT margin of at least 17.5%,
EBIT/interest of at least 6x, Moody's adjusted Debt/EBITDA of no
more than 2x and (CFO-dividends)/debt of at least 40%.
Negative pressure on the ratings could develop if Alcoa's operating
and financial performance, profitability and cash flow generation
do not improve, resulting in continuously negative FCF, further
deterioration in liquidity and persistently weak credit metrics.
Any weakening of the company's balanced financial policy,
shareholder distributions or capital spending significantly
exceeding Moody's expectations, a pursuit of an aggressive business
expansion or a material debt-financed acquisition that is deemed
detrimental to its financial profile could also result in the
downgrade. Quantitatively, Moody's could consider a downgrade if,
on a sustained basis, EBIT margin were expected to remain below
10%, Moody's-adjusted debt/EBITDA ratio above 3.25x,
(CFO-dividends)/debt ratio below 25% and EBIT/interest expense
ratio below 3.5x.
Alcoa Nederland Holding B.V. is a wholly owned subsidiary of Alcoa
Corporation. Headquartered in Pittsburgh, PA, Alcoa Corporation
holds the bauxite, alumina, aluminum, cast products and energy
business with 26 operations in 9 countries. Revenues for the FY2024
were about $11.9 billion.
The principal methodology used in these ratings was Mining
published in October 2021.
ALVOGEN PHARMA: S&P Lowers ICR to 'SD' on Distressed Debt Exchange
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating to
'SD' (selective default) from 'CCC+' and its issue-level rating on
its first-lien term loan due 2025 to 'D' (default) from 'CCC+'.
S&P will seek to raise its issuer credit rating from 'SD' over the
coming days, incorporating the changes to Alvogen's capital
structure, including the improved maturity profile and liquidity.
S&P expects to assign ratings to the second-lien term loan at that
time.
S&P views the restructuring transactions as distressed and
tantamount to a default. Alvogen has completed a comprehensive
debt-restructuring transaction in which existing lenders of its
$727 million first-lien term loan maturing June 2025 will be paid
about 83.5% of outstanding principal in cash. The remaining
holdings will be exchanged at par to a $115.6 million second-lien
loan maturing 2029 and receive an interest rate step-up of 200
basis points (bps), 800 bps of which is payment in kind (PIK).
To fund the cash payment, the company will issue $553 million of
first-lien debt, which will have priority over the $115.6 million
of second-lien notes.
The company received consent from lenders comprising at least 98%
of the aggregate principal amount of its outstanding term loan
debt. Alvogen's asset-based lending (ABL) facility lenders have
also agreed to extend the $240 million ABL maturity to May 2028.
S&P said, "In our view, the transaction constitutes a shortfall
relative to the original promise of the term loan due to the delay
in maturity, revision of some of the interest to PIK, and the
subordination to new debt. We view this shortfall as tantamount to
a default given the context of Alvogen's then constrained financial
position, which have been resolved through the refinancing
transaction.
"We will seek to raise our issuer credit rating from 'SD' over the
coming days, incorporating the changes to Alvogen's capital
structure, including the improved maturity profile and liquidity.
We expect to assign ratings to the second-lien term loan at that
time."
AMERICAN ACRYLICS: Court Extends Cash Collateral Access to May 1
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended American Acrylics, LLC's authority to use cash collateral
from Feb. 27. to May 1.
The sixth interim order authorized the company to use the cash
collateral of The Huntington National Bank to pay the expenses set
forth in its budget, with a 10% variance allowed.
As protection, Huntington was granted replacement liens on
post-petition property of
the company to the same extent and with the same priority as its
pre-bankruptcy liens.
In addition, the bank will receive payment in the amount of $1,500
to be included as a line item in the budget.
The next hearing is scheduled for April 30.
About American Acrylics
American Acrylics, LLC is a manufacturer and fabricator providing
custom acrylic laser cutting and engraving services for high
quality CNC routing service.
American Acrylics filed Chapter 11 petition (Bankr. N.D. Ill. Case
No. 24-08049) on May 31, 2024, listing up to $500,000 in assets and
up to $1 million in liabilities. Gregory DeGreef, manager, signed
the petition.
Judge Deborah L. Thorne oversees the case.
The Debtor is represented by Gregory K. Stern, Esq., at Gregory K.
Stern, P.C.
The Huntington National Bank, as secured creditor, is represented
by:
Matthew L. Hendricksen, Esq.
Plunkett Cooney, PC
221 N. LaSalle Street, Suite 3500
Chicago, IL 60601
Phone: 312-670-6900
mhendricksen@plunkettcooney.com
ASHFORD HOSPITALITY: Cuts Board, Management Pay Under GRO AHT Plan
------------------------------------------------------------------
Ashford Hospitality Trust, Inc. announced that the Board of
Directors has approved significant reductions to board and
management compensation as part of its broader "GRO AHT"
initiative.
As announced in December 2024, "GRO AHT" is a transformative
strategic initiative designed to drive $50 million in annual
run-rate EBITDA improvement and significantly improve shareholder
value.
Compensation for board members was reduced by 50%, and the Board of
Directors has currently been reduced from nine members down to
seven. Additionally, incentive awards granted to executive
management and other associates have been reduced by more than 50%
in aggregate relative to recent years. Ashford Trust expects that
these changes will result in more than $11 million in incremental
EBITDA, reinforcing the company's commitment to financial
discipline and operational efficiency.
Together with the previously announced implementation of ancillary
revenue initiatives, the Company expects to realize more than $14
million in incremental EBITDA towards its $50 million goal.
These changes align with Ashford Trust's strategic vision to
optimize performance, improve financial results, and create
long-term value for shareholders. The Company continues to partner
with its property managers and its advisor, Ashford Inc., on a
number of initiatives as part of the "GRO AHT" strategy and will
provide additional updates as the plan is further executed.
About Ashford Hospitality
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry.
Ashford Hospitality Trust reported a net loss of $180.73 million
for the year ended Dec. 31, 2023, compared to a net loss of $141.06
million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the
Company had $3.46 billion in total assets, $3.69 billion in total
liabilities, $22.01 million in redeemable noncontrolling interests
in operating partnership, $79.98 million in Series J Redeemable
Preferred Stock, $0.01 par value (3,475,318 shares issued and
outstanding at December 31, 2023), $4.78 million in Series K
Redeemable Preferred Stock, $0.01 par value (194,193 shares issued
and outstanding at December 31, 2023), and $331.04 million in total
deficit.
* * *
Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
On March 1, 2024, the Company received notice that the hotel
properties securing the KEYS Pool A and KEYS Pool B loans had been
transferred to a court-appointed receiver. On March 6, 2024, the
Company sold the Residence Inn Salt Lake City in Salt Lake City,
Utah, for $19.2 million in cash. As reported by the TCR on April
22, the Company closed on the sale of the 390-room Hilton Boston
Back Bay in Boston, Massachusetts, for $171 million. On April 29,
it closed on the sale of the 85-room Hampton Inn in Lawrenceville,
Georgia, for $8.1 million. On May 27, Ashford closed a $267 million
refinancing of the mortgage loan for the 673-room Renaissance Hotel
in Nashville, Tennessee, which had a final maturity date of March
2026. On June 14, the Company closed on the sale of the 90-room
Courtyard located in Manchester, Connecticut, for $8 million.
BAD DOG: Seeks to Hire Farinash & Stofan as Bankruptcy Counsel
--------------------------------------------------------------
Bad Dog Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Maryland to hire Farinash & Stofan as counsel.
The firm's services include:
a. assisting Debtor in the preparation of its schedules,
statement of affairs and the periodic financial reports required by
the Bankruptcy Code, the Bankruptcy Rules and any other order of
this Court;
b. assisting Debtor in consultation and negotiation and all
other dealings with creditors, equity, security holders and other
parties in interest concerning the administration of this case;
c. preparing pleadings, conducting investigations and making
court appearances incidental to the administration of the Debtor's
estate;
d. advising the Debtor of its rights, duties and obligations
under the Bankruptcy Code, Bankruptcy Rules, Local Rules and orders
of this Court;
e. assisting the Debtor in the development and formulation of
a plan of reorganization including the preparation of a plan,
disclosure statement and any other related documents for submission
to this Court and to Debtor's creditors, equity holders and other
parties in interest;
f. advising and assisting the Debtor with respect to
litigation related to the administration of Debtor's case;
g. rendering corporate and other legal advise and performing
all those legal services necessary and proper to the functioning of
the Debtor during the pendency of this case; and
h. taking any and all necessary actions in the interest of the
Debtor and its estate incident to the proper representation of the
Debtor and the administration of this case.
The firm will be paid at these rates:
Jerrold D. Farinash $450 per hour
Amanda Stofan $350 per hour
Rebecca Farinash $250 per hour
Legal Assistants $100 per hour
The firm will be paid a retainer in the amount of $7,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Amanda M. Stofan, Esq., a partner at Farinash & Stofan, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Amanda M. Stofan, Esq.
FARINASH & STOFAN
100 West M L King Blvd, Ste. 816
Chattanooga, TN 37402
Tel: (423) 805-3100
Email: amanda@8053100.com
About Bad Dog Inc.
Bad Dog Inc., d/b/a Brogdon Construction, is a full-service land
development contractor based in Chattanooga, Tennessee,
specializing in commercial, industrial, and municipal land
development projects. Its services include land clearing,
excavation, sewer and septic systems, utilities installation,
erosion control, grading, stormwater management, and more. The
Company also provides estimating, land surveying, and planning
services to ensure the success of development projects.
Bad Dog Inc. sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 25-10459) on
February 18, 2025. In its petition, the Debtor reports total assets
of $371,921 and total liabilities $1,003,418.
Honorable Bankruptcy Judge Nicholas W. Whittenburg handles the
case.
The Debtor is represented by Amanda M Stofan, Esq. at FARINASH AND
STOFAN.
BAMBI HEALTH: Mar. 14 Deadline Set for Panel Questionnaires
-----------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of as Bambi Health,
Inc.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/3yw3yhj9 and return by email it to
Hannah McCollum, Esq. - hannah.mccollum@usdoj.gov - at the Office
of the United States Trustee so that it is received no later than
Friday, March 14, 2025 at 4:00 p.m..
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Bambi Health
Bambi Health, Inc. filed for Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 25-10384) on March 4, 2025. The Debtor is
represented by Kevin S. Mann, Esq. of Cross & Simon LLC.
BANGL LLC: Moody's Puts 'B2' CFR Under Review for Upgrade
---------------------------------------------------------
Moody's Ratings placed BANGL, LLC's (BANGL) ratings on review for
upgrade, including its B2 Corporate Family Rating, B2-PD
Probability of Default Rating, B2 senior secured Term Loan B (TLB)
rating, and Ba2 senior secured superior priority revolving credit
facility ratings. Previously, the outlook was stable.
This actions follows a definitive agreement for MPLX LP (Baa2
stable) to acquire the 55% interest in BANGL that it does not
currently own for $715 million in cash. MPLX will also make earnout
payments up to a specified cap in the event that specific financial
performance metrics are achieved. The transaction is subject to
customary closing conditions and is expected to close in July
2025.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
BANGL's ratings were placed on review for upgrade based on its
potential 100% ownership by MPLX, which has a much stronger credit
profile, larger and more diversified asset base, and greater
financial resources. BANGL's pipeline system transports up to 250
thousand barrels per day (Mbd) of natural gas liquids from the
Permian basin of Texas to fractionation markets along the Gulf
Coast, with an expansion to 300 Mbd of capacity expected to be
completed in the second half of 2026. BANGL has been operated by
MPLX since inception and MPLX has dedicated all future Delaware
Basin processing plants to BANGL.
If BANGL's debt remains outstanding and is legally assumed or
guaranteed by MPLX, then the ratings would be upgraded to MPLX's
rating level. If BANGL were to become an unguaranteed subsidiary of
MPLX post-acquisition and continue to provide separate audited
financial statements going forward, then its ratings would likely
be updgraded based on the level of parental support, but not to
investment grade levels. In the event that BANGL's debt is fully
repaid in connection with the closing of the acquisition, Moody's
will withdraw all of BANGL's ratings upon extinguishment of its
debt.
BANGL, LLC is a privately owned pipeline system that transports NGL
barrels from the Permian to fractionation and purity markets on the
Gulf Coast. The company is a joint venture between WhiteWater
(45%), MPLX LP (45%), and Diamondback Energy (10%).
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
BEST BUILD 1: Seeks to Hire Sobers Law PLLC as Legal Counsel
------------------------------------------------------------
Best Build 1 LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Sobers Law, PLLC as
counsel.
The firm's services include:
a. attending meetings and negotiating with representatives of
creditors and other parties-in- interest;
b. preparing and prosecuting on behalf of the Debtor all
motions, applications, answers, orders, reports and papers
necessary for the administration of the estates;
c. negotiating and preparing on the Debtors' behalf chapter 11
plan(s), disclosure statement(s) and all related agreements and/or
documents;
d. advising the Debtor with respect to any sale of assets and
negotiating and preparing on the Debtors' behalf all agreements
related thereto;
e. appearing before the Court, and protecting the interests of
the Debtors' estate before such courts; and performing all other
legal services in connection with the Chapter 11 case as requested
by the Debtor and without duplication of other professionals'
services.
Sobers received $6,500 pre-petition from the Debtor.
The firm will be paid at the rate of $400 per hour.
Vivian Sobers, Esq., an attorney at Sobers Law, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Vivian Sobers, Esq.
SOBERS LAW, PLLC
11 Broadway, Suite 615
New York, NY 10004
Telephone: (917) 225-4501
Email: vsobers@soberslaw.com
About Best Build 1 LLC
Best Build 1 LLC is a Brooklyn-based real estate company operating
from 776 East 8th Street.
Best Build 1 LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-40109) on January 9,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Nancy Hershey Lord handles the case.
Vivian Sobers of Sobers Law, PLLC represents the Debtor as counsel.
BETA DRIVE HOTEL: Seeks Chapter 11 Bankruptcy in Ohio
-----------------------------------------------------
On March 2, 2025, Beta Drive Hotel Group LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Ohio. 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 Beta Drive Hotel Group LLC
Beta Drive Hotel Group LLC, d/b/a Hilton Garden Inn Cleveland
East/Mayfield Village, is a hospitality company that operates the
Hilton Garden Inn Cleveland East/Mayfield Village, offering
amenities such as complimentary Wi-Fi, an indoor/outdoor pool, and
extensive meeting spaces.
Beta Drive Hotel Group LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 25-10849) on March
2, 2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million.
Honorable Bankruptcy Judge Suzana Krstevski Koch handles the
case.
The Debtor is represented by:
Frederic P. Schwieg, Esq.
FREDERIC P SCHWIEG ATTORNEY AT LAW
19885 Detroit Rd #239
Rocky River, OH 44116-1815
Tel: 440-499-4506
Fax: 440-398-0490
E-mail: fschwieg@schwieglaw.com
BISHOP OF SAN DIEGO: Committee Taps Hilco Valuation as Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of the Roman Catholic
Bishop of San Diego seeks approval from the U.S. Bankruptcy Court
for the Southern District of California to employ Hilco Valuation
Services, LLC as its pension financial advisors.
Hilco will render professional advisory services as required by the
Committee with respect to its evaluation of the Debtor's pension
programs and other post-employment benefit plan issues, including,
but not limited to, evaluation of the Debtor's pension liabilities
and funding, analysis of ERISA controlled group issues, analysis of
termination of any defined benefit pension plan, communication with
the Committee and its professionals with respect to pension issues,
and the provisions of other pension financial advisory services to
the Committee as may be necessary in this Case.
Hilco has agreed to undertake work on behalf of the Committee at
discounted hourly rates of $950 for John Spencer and $740 for
Robert Campbell.
Hilco is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
John Spencer
Robert Campbell
Hilco Valuation Services, LLC
Hilco Pension Advisory
5 Revere Drive, Suite 206
Northbrook, IL 60062
Email: rcampbell@hilcoglobal.com
Email: jspencer@hilcoglobal.com
About The Roman Catholic Bishop of San Diego
The Roman Catholic Bishop of San Diego sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No.
24-02202) on June 17, 2024. In the petition signed by Rodrigo
Valdivia, vice moderator of the Curia, the Debtor disclosed up to
$500 million in both assets and liabilities.
Judge Christopher B. Latham oversees the case.
The Debtor tapped Gordon Rees Scully Mansukhani, LLP as counsel and
GlassRatner Advisory & Capital Group, LLC, doing business as B.
Riley Advisory Services, as financial advisor. Donlin, Recano &
Company, Inc., as administrative advisor.
BIT MINING: Narrows Net Loss to US$2.1-Mil. in Fiscal Q4
--------------------------------------------------------
BIT Mining Limited reported its unaudited financial results for the
fourth quarter ended December 31, 2024.
On December 9, 2024, the Company completed the first closing of
acquisition of cryptocurrency mining data centers and Bitcoin
mining machines in Ethiopia. After the first closing of
acquisition, the Company acquired 51% equity interests in a
cryptocurrency mining data center in Ethiopia. The acquisition of
the Ethiopia data center represents a development strategy to focus
on data center globally and has a major effect on the Company's
results of operations.
Xianfeng Yang, Chief Executive Officer of BIT Mining, commented,
"We are pleased to present robust and growth-oriented financial
results for the fourth quarter. Throughout this period, we have
implemented a range of initiatives to enhance operational
efficiency and continuously refine our business structure, all of
which have produced favorable outcomes. We successfully completed
the first closing of the Ethiopia data center acquisition in
December of 2024. The remaining mining facilities under
construction are on track to be operational by mid second quarter
of 2025, and the mining equipments we have procured will soon be
delivered to the site. These advancements are expected to generate
stronger, more stable revenue streams moving forward. We are
confident in our future trajectory and remain fully committed to
pioneering new opportunities that will create lasting value for our
shareholders."
Fourth Quarter 2024 Highlights for Continuing Operations
* Revenues were US$8.8 million for the fourth quarter of 2024,
representing a decrease of US$1.6 million from US$10.4 million for
the fourth quarter of 2023, and an increase of US$4.0 million from
US$4.8 million for the third quarter of 2024.
* Operating loss was US$2.5 million for the fourth quarter of
2024, representing a significant decrease of US$11.8 million from
US$14.3 million for the fourth quarter of 2023, and a decrease of
US$2.3 million from US$4.8 million for the third quarter of 2024.
* Non-GAAP operating loss1 was US$2.3 million for the fourth
quarter of 2024, compared with non-GAAP operating loss of US$4.0
million for the fourth quarter of 2023, and non-GAAP operating loss
of US$4.8 million for the third quarter of 2024.
* Net loss attributable to BIT Mining was US$2.1 million for
the fourth quarter of 2024, compared with net loss attributable to
BIT Mining of US$15.5 million for the fourth quarter of 2023, and
net loss attributable to BIT Mining of US$4.8 million for the third
quarter of 2024.
* Non-GAAP net loss1 attributable to BIT Mining was
US$2.0 million for the fourth quarter of 2024, compared with
non-GAAP net loss attributable to BIT Mining of US$4.4 million for
the fourth quarter of 2023, and non-GAAP net loss attributable to
BIT Mining of US$4.8 million for the third quarter of 2024.
* Basic and diluted losses per American Depositary Share
("ADS")2 attributable to BIT Mining Limited including from
continuing operations and discontinued operations for the fourth
quarter of 2024 were US$0.16.
* Non-GAAP basic and diluted losses per ADS2 attributable to
BIT Mining Limited including from continuing operations and
discontinued operations for the fourth quarter of 2024 were
US$0.16.
Full Year 2024 Highlights for Continuing Operations
* Revenues were US$32.9 million for the full year 2024,
compared with revenues of US$43.1 million for the full year 2023.
* Operating loss was US$7.8 million for the full year 2024,
compared with operating loss of US$25.2 million for the full year
2023.
* Non-GAAP operating loss1 was US$6.6 million for the full
year 2024, compared with non-GAAP operating loss of US$14.2 million
for the full year 2023.
* Net loss attributable to BIT Mining was US$6.9 million for
the full year 2024, compared with net loss attributable to BIT
Mining of US$25.4 million for the full year 2023.
* Non-GAAP net loss1 attributable to BIT Mining was US$6.1
million for the full year 2024, compared with non-GAAP net loss
attributable to BIT Mining of US$13.5 million for the full year
2023.
* Basic and diluted earnings per ADS2 attributable to BIT
Mining Limited including from continuing operations and
discontinued operations for the full year 2024 were US$1.03.
* Non-GAAP basic and diluted earnings per ADS2 attributable to
BIT Mining Limited including from continuing operations and
discontinued operations for the full year 2024 were US$1.09.
Full Year 2024 Highlights for Discontinued Operations
* Net income from discontinued operations, net of applicable
income taxes was US$18.9 million for the full year 2024, compared
with net loss from discontinued operations, net of applicable
income taxes of US$3.3 million for the full year 2023. The
year-over-year increase of US$22.2 million was mainly attributable
to the gain on disposal of discontinued operations, net of
applicable income taxes of US$18.7 million for the full year 2024.
Fourth Quarter 2024 Financial Results
for Continuing Operations
* Revenues were mainly comprised of US$5.0 million from the
self-mining business and US$3.8 million from the data center
business.
* As of today, the total hash rate capacity of our DOGE/LTC
mining machines in operation is approximately 13,793.00 GH/s. For
the three months ended December 31, 2024, we produced 16.1 million
DOGE and 4,578 LTC from our DOGE/LTC cryptocurrency mining
operations and recognized revenue of approximately US$4.5 million.
Considerable uncertainty persists in the market despite the recent
modest recovery and growth in cryptocurrency asset prices. Facing
this current environment, we remain determined to improve our
quality and efficiency. As of today, the total hash rate capacity
of our BTC mining machines in operation is approximately 395.00
PH/s. For the three months ended December 31, 2024, we produced
3.16 BTC from our BTC cryptocurrency mining operations and
recognized revenue of approximately US$0.3 million. Cryptocurrency
mining revenue from other cryptocurrencies, such as ETC, BEL, JKC,
PEP and LKY, totaled approximately US$0.2 million
* During the fourth quarter of 2024, our 82.5 megawatt space
at the Ohio Mining Site recognized approximately $3.8 million in
service fee revenue, representing an increase of US$2.1 million
compared with the third quarter of 2024, which was primarily due to
the increase in new customers leading to an increase in electricity
consumption.
Overall:
* Revenues were US$8.8 million for the fourth quarter of 2024,
representing a decrease of US$1.6 million, or 15.4%, from US$10.4
million for the fourth quarter of 2023, and an increase of US$4.0
million, or 83.3%, from US$4.8 million for the third quarter of
2024. The year-over-year decrease was mainly attributable to higher
computing power of the whole network in the fourth quarter of 2024
compared with the computing power in the fourth quarter of 2023,
resulting in an increased difficulty in cryptocurrency mining
activities. The sequential increase was mainly attributable to the
sharp increase in cryptocurrency prices.
* Operating costs and expenses were US$12.9 million for the
fourth quarter of 2024, representing a decrease of US$0.8 million,
or 5.8%, from US$13.7 million for the fourth quarter of 2023, and
an increase of US$3.9 million, or 43.3%, from US$9.0 million for
the third quarter of 2024.
* Cost of revenue was US$8.5 million for the fourth quarter of
2024, representing a decrease of US$1.3 million, or 13.3%, from
US$9.8 million for the fourth quarter of 2023, and an increase of
US$2.1 million, or 32.8%, from US$6.4 million for the third quarter
of 2024. The year-over-year decrease was mainly attributable to
the:
(i) decrease of US$0.9 million in hosting fee due to the
termination of cooperation between us and a third party data center
in Texas; and
(ii) decrease of US$0.6 million in salary caused by staff
turnover and reduced overseas deployment subsidies. The sequential
increase was mainly attributable to the increase in electricity
consumption caused by the new customers and the depreciation of the
newly purchased mining machines in the fourth quarter of 2024. Cost
of revenue was comprised of the direct cost of revenue of US$5.8
million and depreciation and amortization expenses of US$2.7
million. The direct cost of revenue mainly included direct costs
relating to:
(i) the cryptocurrency mining business of US$0.1 million, and
(ii) the data center business of US$5.7 million.
* Sales and marketing expenses were US$0.01 million for the
fourth quarter of 2024, compared with US$0.03 million for the
fourth quarter of 2023 and US$0.01 million for the third quarter of
2024.
* General and administrative expenses were US$4.4 million for
the fourth quarter of 2024, representing an increase of US$0.6
million, or 15.8%, from US$3.8 million for the fourth quarter of
2023 and an increase of US$1.9 million, or 76.0%, from US$2.5
million for the third quarter of 2024. The year-over-year increase
was mainly due to:
(i) an increase of US$0.4 million of travel and business
entertainment expenses related to the Ethiopia acquisition, and
(ii) an increase of USD$0.2 million from audit and
audit-related professional service fee. The sequential increase was
mainly due to:
(i) an increase of US$0.3 million in professional service
fee related to our at-the-market offering,
(ii) an increase of US$0.2 million from share-based
payment,
(iii) an increase of US$0.3 million from year-end bonuses,
and
(iv) an increase of US$0.5 million from audit and
audit-related fees.
* Other operating expenses were US$0.5 million for the fourth
quarter of 2024, representing a sharp decrease of US$11.8 million,
or 95.9%, from US$12.3 million for the fourth quarter of 2023 and
an increase of US$0.5 million from nil for the third quarter of
2024. The sharp year-over-year decrease was mainly due to:
(i) a decrease of credit loss provision related to other
receivables and prepayment of US$1.9 million and
(ii) a decrease of US$10.0 million in legal contingencies
accrued for the FCPA investigations. The sequential increase was
mainly due to an increase of credit loss provision for prepayment
of US$0.5 million.
* Net gain on disposal of cryptocurrency assets was US$1.5
million for the fourth quarter of 2023, which was mainly due to
fluctuating market prices for cryptocurrency assets by using
first-in-first-out to calculate the cost of disposition. Effective
January 1, 2024, the Company adopted ASU 2023-08, which requires
cryptocurrency assets to be measured at fair value. Therefore,
there was no gain or loss on disposal of cryptocurrency assets for
the third and fourth quarter of 2024.
* Impairment of cryptocurrency assets was US$0.2 million for
the fourth quarter of 2023, mainly due to the provisions for
impairment of cryptocurrency assets held as a result of
fluctuations in cryptocurrency prices. Upon adoption of ASU 2023-08
on January 1, 2024, there was no impairment of cryptocurrency
assets for the third and fourth quarter of 2024.
* Changes in fair value of cryptocurrency assets were US$1.8
million for the fourth quarter of 2024, and US$0.6 million for the
third quarter of 2024. The difference was due to the remeasurement
on the fair value of the cryptocurrency assets held as we adopted
ASU 2023-08 on January 1, 2024, while the accounting treatment was
different for the fourth quarter of 2023.
Operating Loss from Continuing Operations
* Operating loss from continuing operations was US$2.5 million
for the fourth quarter of 2024, compared with operating loss from
continuing operations of US$14.3 million for the fourth quarter of
2023, and operating loss from continuing operations of US$4.8
million for the third quarter of 2024.
* Non-GAAP operating loss from continuing operations was
US$2.3 million for the fourth quarter of 2024, compared with
non-GAAP operating loss from continuing operations of US$4.0
million for the fourth quarter of 2023, and non-GAAP operating loss
from continuing operations of US$4.8 million for the third quarter
of 2024. The year-over-year decrease in non-GAAP operating loss
from continuing operations was mainly due to the decrease of credit
loss provision related to other receivables and prepayment of
US$1.9 million. The sequential decrease in non-GAAP operating loss
from continuing operations was mainly due to a positive change of
US$2.4 million in changes in fair value of cryptocurrency assets.
* Net Loss Attributable to BIT Mining including from
Continuing Operations and Discontinued Operations
* Net loss attributable to BIT Mining was US$2.1 million for
the fourth quarter of 2024, compared with net loss attributable to
BIT Mining of US$19.0 million for the fourth quarter of 2023, and
net loss attributable to BIT Mining of US$4.8 million for the third
quarter of 2024. The year-over-year decrease in net loss
attributable to BIT Mining was mainly due to:
(i) a decrease of credit loss provision related to other
receivables and prepayment of US$1.9 million,
(ii) a decrease of US$10.0 million in legal contingencies
accrued for the FCPA investigations,
(iii) a decrease of US$1.4 million in impairment of long-term
investments, and
(iv) a decrease of US$3.4 million in loss from discontinued
operations. The sequential decrease in net loss attributable to BIT
Mining was mainly due to a positive change of US$2.4 million in
changes in fair value of cryptocurrency assets.
* Non-GAAP net loss attributable to BIT Mining was US$2.0
million for the fourth quarter of 2024, compared with non-GAAP net
loss attributable to BIT Mining of US$7.8 million for the fourth
quarter of 2023, and non-GAAP net loss attributable to BIT Mining
of US$4.8 million for the third quarter of 2024. The year-over-year
decrease in non-GAAP net loss attributable to BIT Mining was mainly
due to (i) a decrease of credit loss provision related to other
receivables and prepayment of US$1.9 million and (ii) a decrease of
US$3.4 million in loss from discontinued operations. The sequential
decrease in non-GAAP net loss attributable to BIT Mining was mainly
due to a positive change of US$2.4 million in changes in fair value
of cryptocurrency assets.
Cash and Cash Equivalents:
As of December 31, 2024, the Company had cash and cash equivalents
of US$1.8 million, compared with cash and cash equivalents of
US$3.2 million as of December 31, 2023.
About BIT Mining Ltd.
Akron, Ohio-based BIT Mining (NYSE: BTCM) --
https://www.btcm.group/ -- is a technology-driven cryptocurrency
mining company, with a long-term strategy to create value across
the cryptocurrency industry. Its business covers cryptocurrency
mining, mining pool, and data center operation.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2020, issued a "going concern" qualification in its report dated
May 15, 2024, citing that the Company has incurred recurring losses
and operating cash outflows that raises substantial doubt about its
ability to continue as a going concern.
BLINK HOLDINGS: Updates Liquidating Plan Disclosures
----------------------------------------------------
Blink Holdings, Inc., and its affiliates submitted a Third Amended
Combined Disclosure Statement and Joint Chapter 11 Plan dated
February 24, 2025.
On the Petition Date, the Debtors filed voluntary petitions for
relief under chapter 11 of the Bankruptcy Code in the Bankruptcy
Court. The commencement of a chapter 11 case creates an estate that
consists of all of the legal and equitable interests of the debtor
as of that date.
The Sale Transactions closed on November 29, 2024 (the "Closing").
In connection with the Closing, a portion of the Sale Proceeds in
an amount necessary to repay the DIP Obligations (other than those
in respect of the Roll-Up) were paid to the DIP Secured Parties.
The Debtors, the DIP Agent, DIP Lenders, Prepetition Agent,
Prepetition Lenders, and the Committee agreed that, promptly upon
the filing of the first Amended Combined Disclosure Statement and
Plan, the balance of the Sale Proceeds, after the payment, or
establishment of appropriate reserves for previously unpaid
amounts, in respect of the Carve-Out and the Wind Down Reserve,
would be released from escrow and paid in satisfaction of (i) the
remaining DIP Obligations (including in respect of the Roll-Up and
(ii) the Prepetition Loan Secured Claims, which constitutes a
portion of the Prepetition Obligations.
Accordingly, a joint instruction executed by the Debtors, the
Committee, the DIP Agent and Prepetition Agent was delivered to the
escrow agent under the Escrow Agreement directing the release of
the balance of the Sale Proceeds (net of the appropriate reserves
for previously unpaid amounts in respect of the Carve-Out and Wind
Down Reserve) to the DIP Agent, for the benefit of the DIP Lenders,
and then to the Prepetition Agent, for the benefit of the
Prepetition Lenders, in accordance with the foregoing. After the
application of Sale Proceeds and return of any unused portion of
the Wind Down Reserve, the balance owed to the Prepetition Secured
Parties on account of the Prepetition Obligations (i.e., the
Prepetition Loan Deficiency Claim) will constitute General
Unsecured Claims and the holders of such Claims are projected to
receive no distribution.
Following the close of the Sale Transactions, the Debtors
anticipate focusing on efficiently winding down their businesses,
preserving Cash held in the Estates, and monetizing or transferring
their remaining Assets to the Post-Effective Date Debtors, and
pursuing confirmation and effectiveness of this Plan.
Like in the prior iteration of the Plan, holders of General
Unsecured Claims (including the Prepetition Loan Deficiency Claim,
if any) will not receive or retain any property or interest in
property under the Plan on account of their General Unsecured
Claims. The allowed unsecured claims total $163.7 million, plus the
Prepetition Loan Deficiency Claim. This Class will receive a
distribution of 0% of their allowed claims.
This Combined Plan and Disclosure Statement provides for the
Assets, to the extent not already liquidated or sold through the
Sale, to vest in the Estates of the Post-Effective Date Debtors and
to be liquidated over time and for the proceeds thereof to be
distributed to Holders of Allowed Claims in accordance with the
terms of the Plan and the treatment of Allowed Claims. The Plan
Administrator will effect such liquidation and distribution in
accordance with the Plan Administrator Agreement. The Debtors will
be dissolved as soon as practicable.
A full-text copy of the Third Amended Disclosure Statement dated
February 24, 2025 is available at https://urlcurt.com/u?l=tGRbxm
from EPIQ Corporate Restructuring LLC, claims agent.
Counsel to the Debtors:
Michael R. Nestor, Esq.
Sean T. Greecher, Esq.
Allison S. Mielke, Esq.
Timothy R. Powell, Esq.
Rebecca L. Lamb, Esq.
Benjamin C. Carver, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: mnestor@ycst.com
sgreecher@ycst.com
amielke@ycst.com
tpowell@ycst.com
rlamb@ycst.com
bcarver@ycst.com
About Blink Holdings
Blink Holdings, Inc., is a provider of fitness services in the high
value, low price fitness category.
Blink Holdings and more than 100 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-11686) on Aug. 12, 2024. At the time of the filing,
Blink Holdings disclosed $100 million to $500 million in both
assets and debt.
Judge J. Kate Stickles presides over the cases.
Young Conaway Stargatt & Taylor, LLP serves as the Debtors'
counsel. Moelis & Company is the Debtors' investment banker and
EPIQ Corporate Restructuring LLC is the Debtors' notice and claims
agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
BNG GROUP: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: BNG Group, LLC
2 Pidgeon Hill Drive
Suite 210
Sterling, VA 20165
Business Description: BNG Group, LLC is a single asset real estate
debtor, as defined in 11 U.S.C. Section
101(51B).
Chapter 11 Petition Date: March 10, 2025
Court: United States Bankruptcy Court
Eastern District of Virginia
Case No.: 25-10463
Debtor's Counsel: Lawrence A. Katz, Esq.
HIRSCHLER FLEISCHER PC
1676 International Drive
Suite 1350
Tysons, VA 22102
Tel: 703-584-8362
E-mail: lkatz@hirschlerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Angela Shortall as chief restructuring
officer.
A full-text copy of the petition, which includes a list of the
Debtor's 10 unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/BE5R3DI/BNG_Group_LLC__vaebke-25-10463__0001.0.pdf?mcid=tGE4TAMA
BUS-TEV LLC: Court Extends Cash Collateral Access to March 27
-------------------------------------------------------------
Bus-Tev, LLC received interim approval from the U.S. Bankruptcy
Court for the Southern District of New York to use cash collateral
until March 27, marking the second extension since the company's
Chapter 11 filing.
The court's previous interim order issued on Feb. 8 allowed the
company to access cash collateral until Feb. 26 only.
The second interim order signed by Judge Philip Bentley authorized
the company to use cash collateral to pay the expenses set forth in
its budget.
The court order denied the company's request to provide "adequate
protection" to Channel Partners Capital, LLC and IOU Financial but
granted replacement liens to Velocity Capital Group, LLC for any
diminution in the value of its collateral.
The next hearing is scheduled for March 25.
About Bus-Tev LLC
Bus-Tev LLC is a merchant wholesaler of grocery and related
products in Bronx, N.Y.
Bus-Tev filed Chapter 11 petition (Bankr. S.D.N.Y. Case No.
25-10195) on January 31, 2025, listing between $1 million and $10
million in both assets and liabilities.
Judge Philip Bentley handles the case.
The Debtor is represented by:
Gary C. Fischoff, Esq.
Berger, Fischoff, Shumer, Wexler & Goodman, LLP
6901 Jericho Turnpike, Suite 230
Syosset, NY 11791
Tel: 516-747-1136
Email: gfischoff@bfslawfirm.com
CARGO LIFTS: Seeks to Hire Stichter Riedel Blain as Legal Counsel
-----------------------------------------------------------------
Cargo Lifts of North Florida, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Florida to hire
Stichter, Riedel, Blain & Postler, P.A. as counsel.
The firm's services include:
a. rendering legal advice with respect to the Debtor's powers
and duties as debtor in possession, the continued operation of the
Debtor's business, and the management of its property;
b. preparing on behalf of the Debtor necessary motions,
applications, orders, reports, pleadings, and other legal papers;
c. appearing before this Court and the United States Trustee
to represent and protect the interests of the Debtor;
d. assisting with and participating in negotiations with
creditors and other parties in interest in formulating a plan of
reorganization, drafting such a plan, and taking necessary legal
steps to confirm such a plan;
e. representing the Debtor in all adversary proceedings,
contested matters, and matters involving administration of this
case;
f. representing the Debtor in negotiations with potential
financing sources, and preparing contracts, security instruments,
and other documents necessary to obtain financing; and
g. performing all other legal services that may be necessary
for the proper preservation and administration of this Chapter 11
case.
The firm received a retainer in the amount of $11,738.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Elena Paras Ketchum, Esq., a partner at Stichter, Riedel, Blain &
Postler, P.A., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Elena Paras Ketchum, Esq.
Stichter, Riedel, Blain & Postler, P.A.
440 Bayfront Pkwy.
Pensacola, FL 32502
Telephone: (850) 637-1836
Email: eketchum@srbp.com
About Cargo Lifts of North Florida
Cargo Lifts of North Florida, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
25-10036) on February 10, 2025, listing between $100,001 and
$500,000 in assets and between $500,001 and $1 million in
liabilities.
Elena Paras Ketchum, Esq., at Stichter, Riedel, Blain & Postler,
P.A. represents the Debtor as legal counsel.
CARPENTER TECHNOLOGY: Fitch Hikes IDR to 'BB+', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded Carpenter Technology Corporation's
Issuer Default Rating (IDR) to 'BB+' from 'BB' and the company's
senior unsecured debt rating to 'BB+' from 'BB' with a Recovery
Rating of 'RR4'. Fitch has affirmed the rating on the secured
revolving credit facility at 'BBB-' with a Recovery Rating of
'RR1'. The Rating Outlook is Stable.
The upgrade and Stable Outlook reflect Fitch's expectation that
Carpenter's EBITDA leverage will remain below 2.5x and that EBITDA
margins will be sustained above 13%.
Carpenter's ratings reflect its position in specialty metal
products used for demanding applications, well-performing
operations, limited commodity price exposure, and high
concentration in aerospace, as well as the sector's high barriers
to entry and capacity constraints. Fitch believes the long-term
fundamentals of the aerospace industry are supportive of the
company's business model.
Key Rating Drivers
High, Diverse Aerospace Exposure: Fitch believes the diversity of
Carpenter's aerospace and defense (A&D) offerings position the
company well for a prolonged period of high A&D spend to replace
aging aircraft and support growing demand for air travel. The A&D
end-use typically accounts for between 50% and 60% of net sales,
excluding surcharge revenues. Fitch views the 2025 A&D sector
outlook as improving, reflecting strong aircraft demand, evidenced
by record high backlogs, and higher deliveries as supply chains
improve.
More recently, Carpenter reported that it signed several contracts
with aerospace customers that include favorable pricing and
expanded share opportunities. In addition, Carpenter has a
substantial backlog, hovering around $2.0 billion for the last two
years, most of which is A&D related. Even if there is disruption in
new plane builds, high air travel demand would result in higher
maintenance, repair and overhaul demand.
Profitability Surpasses Pre-Pandemic Levels: Fitch views the
company's gains in productivity and operating efficiency, following
the recovery of the aerospace industry and supply chains, as
sustainable and supportive of higher profitability should the price
mix revert to pre-pandemic levels. Fitch believes the current price
mix benefits could moderate, although they are supported by strong
barriers to entry, limited new capacity, few cost-effective
substitutes and strong demand in the company's core markets.
Strong Business Model: Carpenter's focus on specialty alloy
products for critical end-use applications generally supports
EBITDA margins in the low to mid-teens. The company's products are
required to meet complex customer specifications, which results in
those products commanding a premium and providing significant
barriers to entry. The company is moving forward with a $400
million brownfield expansion project to include a vacuum induction
melting furnace, remelt capacity and finishing assets designed for
the highest value applications and markets, which is expected to
begin producing in FY28.
Conservative Capital Structure: Carpenter did not increase its debt
level during the aerospace downdraft and exhibited sufficient
flexibility in servicing this debt level during that time. Fitch
expects leverage metrics to be strong for the ratings; EBITDA
leverage was 1.2x for the LTM Dec. 31, 2024.
Raw Material Volatility Mitigated: Carpenter has been able to
mitigate exposure to volatile metal prices by applying surcharges.
This allows the company to effectively pass through most raw
material price fluctuations, albeit with some lag. Surcharge
revenue as a percentage of total revenue has fluctuated between 13%
and 28% since 2016 but tends to rise and fall in line with metal
price fluctuations. Fitch believes the company would be able to
pass through any tariff-related increase in metals prices.
Peer Analysis
Carpenter's products are further upstream than those of downstream
aluminum peers Kaiser Aluminum Corporation (BB-/Stable) and Arsenal
AIC Parent LLC (BB-/Stable). Carpenter is more concentrated in
aerospace than Kaiser and Arsenal, especially following Kaiser's
acquisition of the Warrick rolling mill, but has less exposure to
packaging. Except for the 2020-2022 aerospace downturn, Carpenter
had higher margins than Kaiser or Arsenal.
Alcoa Corporation (BB+/Stable) is significantly larger than
Carpenter and has exposure to commodity prices, but margins and
leverage at midcycle prices are expected to be similar to
Carpenter's figures.
Key Assumptions
- Fairly flat volumes on average;
- Peak pricing and mix effects in FY25, and EBITDA margins in
FY26-FY28 average about 17%;
- Capex of around $175 million in FY25, $300 million in FY26 and
FY27, and $125 million in FY28;
- Dividends maintained at roughly historical levels;
- Excess cash used for share repurchases.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage expected to be sustained above 3.0x;
- EBITDA margins expected to be sustained below 10%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA margins expected to be sustained above 18%, reflective of
improved market conditions;
- EBITDA leverage maintained below 2.0x on a sustained basis.
- Release of security on revolving credit facility.
Liquidity and Debt Structure
As of Dec. 31, 2024, Carpenter had $162 million of cash and cash
equivalents, in addition to $349 million available under the $350
million secured revolving credit facility maturing April 12, 2028
($1 million utilized for letters of credit). Fitch expects FCF to
be positive on average.
The revolver is subject to financial covenants that include a
minimum interest coverage ratio of 3.0x and a consolidated maximum
net leverage covenant of 4.0x beginning June 30, 2023.
Issuer Profile
Carpenter Technology Corporation is a leader in high-performance
specialty alloy-based materials and process solutions for critical
applications in the aerospace, defense, transportation, energy,
industrial, medical, and consumer electronics 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
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
----------- ------ -------- -----
Carpenter Technology
Corporation LT IDR BB+ Upgrade BB
senior unsecured LT BB+ Upgrade RR4 BB
senior secured LT BBB- Affirmed RR1 BBB-
CARVANA CO: Holds 34.3% Equity Stake in Root Inc.
-------------------------------------------------
Carvana Group, LLC, Carvana Co. Sub LLC, and Carvana Co. disclosed
in a Schedule 13D/A filed with the U.S. Securities and Exchange
Commission that as of February 26, 2025, they beneficially owned
7,952,386 shares of Root, Inc.'s Class A common stock, representing
41.5% of the outstanding shares. The reported securities include
780,727 shares of Class A Common Stock issuable upon conversion of
14,053,096 shares of Preferred Stock and 7,171,659 shares of Class
A Common Stock issuable upon exercise of Exercisable Warrants. On a
fully diluted basis, the holdings represent 34.3% of the aggregate
issued and outstanding shares of Root, Inc.'s Class A and Class B
common stock.
Carvana may be reached through:
Ernest Garcia III
300 E. Rio Salado Parkway,
Tempe, AZ, 85281
Tel: (602) 922-9866
Legal representatives:
Robert M. Hayward, P.C. and Robert E. Goedert, P.C.
Kirkland & Ellis LLP,
333 West Wolf Point Plaza,
Chicago, IL, 60654
Tel: (312) 862-2000
Root, Inc. may be reached at:
80 E Rich Street
Suite 500
Columbus Oh 43215
Tel:(614) 591-4568
A full-text copy of the Company's SEC report is available at:
https://tinyurl.com/4ws7b63x
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars. The Company is transforming the used car buying
and selling experience by giving consumers what they want, a wide
selection, great value and quality, transparent pricing, and a
simple, no pressure transaction. Each element of its business, from
inventory procurement to fulfillment and overall ease of the online
transaction, has been built for this singular purpose.
Carvana reported a net income of $150 million for the year ended
Dec. 31, 2023, compared to a net loss of $2.89 billion for the year
ended Dec. 31, 2022. As of June 30, 2024, Carvana had $7.17 billion
in total assets, $7.05 billion in total liabilities, and $115
million in total stockholders' equity.
* * *
Moody's Investors Service upgraded Carvana Co.'s corporate family
rating to Caa3 from Ca, the TCR reported on Sept. 22, 2023. Moody's
said the upgrade of Carvana's CFR to Caa3 reflects the completion
of its debt exchange that pushes out some near-term maturities,
reduces outstanding debt, and materially reduces cash interest
expense in the two years following the exchange.
In August 2024, S&P Global Ratings raised its issuer credit rating
on U.S.-based Carvana Co. to 'B-' from 'CCC+'. S&P said, "At the
same time, we raised our unsolicited issue-level rating on
Carvana's senior secured debt to 'B-' from 'CCC+' with a '4'
recovery rating (30%-50%; rounded estimate: 40%). We also raised
our issue-level rating on its senior unsecured debt to 'CCC' from
'CCC-' with a '6' recovery rating (0%-10%; rounded estimate: 0%).
"The stable outlook reflects our view that Carvana will continue
increasing EBITDA, generating positive free cash flow, and
maintaining leverage of 6x-7x over the next 12 months.
CATHAY GENERAL: Fitch Affirms 'BB+/B' IDRs, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Cathay General Bancorp's (CATY) Long-
and Short-Term Issuer Default Ratings (IDR) at 'BB+' and 'B',
respectively. In addition, Fitch has affirmed Cathay Bank's Long-
and Short-Term IDRs at 'BBB-' and 'F3', respectively. The Rating
Outlook on the Long-Term IDRs is Stable.
Key Rating Drivers
Affirmation Reflects Strengths: The affirmation of CATY's Long-Term
and Short-Term IDRs and Rating Outlook reflects the bank's
historically strong earnings power, higher-than-peer capital
levels, and a management team experienced in restructuring and
workouts. However, these strengths are offset by a higher
loans-to-deposits ratio, lower levels of liquidity at the holding
company, and earnings that are spread reliant.
Solid Franchise in Niche Market: CATY has built a niche business by
focusing on its Chinese-American ethnic affinity and
relationship-focused banking serving the Asian-American community
in California. The bank caters to this demographic's needs by
offering Chinese-language services.
Average Risk Appetite, Concentrations Mitigated: Fitch considers
CATY's risk appetite to be average compared with that of its peers,
which is neutral to the rating. The bank has significant
concentration in commercial real estate (CRE) lending. However,
this is balanced by its current and expected capital buffer,
healthy internal capital generation, and appropriate growth
levels.
Strong Asset Quality Despite Concentration: CATY has strong asset
quality, with four-year average loan losses historically maintained
below peers. CATY's net charge-off (NCO) ratio increased to 15
basis points (bps) at YE 2024 from 9 bps at YE 2023, driven by a
syndicated commercial loan that was charged off in 4Q24. Fitch
notes that NCOs increased yoy as of YE 2024 for the peer group, but
CATY's NCO increase was below that of the peer group.
CATY's impaired loans-to-gross loans ratio increased to 94 bps as
of YE 2024 from 39 bps as of YE 2023, driven by a single loan on
which management currently does not expect a loss. Fitch expects
CATY's impaired loans ratio to continue to increase, consistent
with peers, as credit continues to normalize in 2025. However,
Fitch notes that CATY's above-peer capital levels will likely allow
it to absorb loan relatively easily.
Profitability Pressured by Higher Deposit Costs: CATY's operating
profit-to-risk-weighted assets (RWA) ratio declined to
approximately 1.7% at YE 2024 from 2.1% at YE 2023, and is closer
to peer median than in prior years. CATY is the most spread-reliant
bank in the peer group, with noninterest income making up 8% of
total revenue as of YE 2024.
The decline in operating profit-to-RWA ratio was driven by a
decline in net interest income due to mild loan contraction in 2024
and increased deposit costs. While the cost of deposits has
increased for the entire peer group yoy since YE 2021, the increase
in CATY's cost of deposits in 2024 was at the higher end of the
peer group. Fitch expects CATY's operating profit-to-RWA to
increase slightly in 2025, driven by lower deposit costs and loan
growth.
Capital Appropriate for Risk Appetite: CATY's common equity Tier 1
(CET1) ratio increased to 13.5% at YE 2024 from 12.8% at YE 2023.
Its total pay-out ratio of 64% as of YE 2024 is high among peers
due to share repurchases and a dividend payout ratio above peer
median. However, CATY maintains its CET1 ratio above peers, which
Fitch views as supportive to its rating given CATY's higher
concentration of regulatory CRE to risk-based capital. Fitch
expects CATY to continue to return capital to shareholders through
repurchases while maintaining its CET1 ratio above peers in 2025.
High Time Deposit Reliance: CATY's funding and liquidity rating
reflects its four-year average loans-to-deposit ratio that is the
highest in the peer group and high reliance on time deposits. Time
deposits represented approximately half of the deposit book as of
YE 2024. While the loans-to-deposits ratio declined to 98% at YE
2024 from 101% at YE 2023, it remains above peers.
Fitch expects time deposits to continue to constitute a large
proportion of CATY's deposits, given expectations for an elevated
rate environment in 2025, and for the bank's loans-to-deposits
ratio to remain relatively stable due to loan growth being
supported by similar levels of deposit growth.
Holding Company Notched from Bank: CATY's Viability Rating (VR) and
Long-Term IDR are notched one level below those of its subsidiary,
Cathay Bank (BBB-/Stable/bbb-), based on the holding company's
liquidity management. CATY will continue to be reliant on dividend
capacity from Cathay Bank to cover the next 12 months of dividends
and other cash outflows. As a result of CATY's reliance on bank
dividend capacity to cover expenses over the next 12 months, the
holding company's liquidity management remains a rating
constraint.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A significant deterioration in asset quality such that impaired
loans to gross loans meaningfully exceeds 3% and remains above that
threshold for several quarters and/or significant credit losses;
- Outsized deterioration in the level or volatility of earnings
relative to peers;
- If the CET1 ratio were to approach or dip below 10% and remain
there for multiple quarters absent a credible plan to build levels
back above this threshold. CATY's rating would also be sensitive to
any change in capital management that brought on a rapid decline in
capital levels, especially if CET1 were to fall near or below peer
medians.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive ratings movement could occur if CATY were to improve its
revenue diversity by reducing its reliance on spread income and
further diversifying its loan portfolio away from CRE. This would
be predicated on CATY maintaining its conservative capital
management and strong asset-quality performance.
- CATY's holding company ratings would be sensitive to any change
in Fitch's view of the close correlation between holding company
and subsidiary failures and default probabilities, including
sufficient cash levels to cover operating expenditures.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Long- and Short-Term Deposit Ratings: Cathay Bank's long-term,
uninsured deposits are rated one notch higher than the bank's
Long-Term IDR, as U.S. uninsured deposits benefit from depositor
preference. U.S. depositor preference gives deposit liabilities
superior recovery prospects in the event of default. In accordance
with the Bank Rating Criteria, Fitch rates Cathay Bank's
short-term, uninsured deposits 'F3', based on Cathay Bank's
long-term deposit rating and Fitch's assessment of the funding and
liquidity profile.
Government Support Rating: CATY and Cathay Bank Government Support
Ratings (GSRs) are rated 'No Support'. In Fitch's view, the
probability of support is unlikely.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
Long- and Short-Term Deposit Ratings: The long-term deposit rating
is sensitive to any negative change to Cathay Bank's Long-Term IDR.
Cathay Bank's short-term deposit rating is sensitive to negative
change in the company's long-term deposit rating and Fitch's
assessment of Cathay Bank's funding and liquidity profile.
Government Support Rating: The GSRs would be sensitive to any
change in U.S. sovereign support, which Fitch believes is
unlikely.
VR ADJUSTMENTS
- CATY's VR has been assigned at 'bb+', below the implied VR of
'bbb-', due to a negative adjustment for the 'weakest link'
financial profile key rating driver - Funding and Liquidity.
- The Asset Quality score has been assigned at 'bbb-', below the
implied score of 'aa', due to a negative adjustment for
Concentrations.
- The Earnings and Profitability score has assigned at 'bbb', below
the implied score of 'a', due to a negative adjustment for Revenue
Diversity.
- The Capitalization and Leverage score has been assigned at 'bbb',
below the implied score of 'a', due to a negative adjustment for
Capital Flexibility.
- The Funding and Liquidity score has been assigned at 'bb+', below
the implied score of 'a', due to a negative adjustment for
Liquidity Coverage.
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
----------- ------ -----
Cathay Bank LT IDR BBB- Affirmed BBB-
ST IDR F3 Affirmed F3
Viability bbb- Affirmed bbb-
Government Support ns Affirmed ns
long-term
deposits LT BBB Affirmed BBB
short-term
deposits ST F3 Affirmed F3
Cathay General
Bancorp LT IDR BB+ Affirmed BB+
ST IDR B Affirmed B
Viability bb+ Affirmed bb+
Government Support ns Affirmed ns
CENTRAL FLORIDA: Seeks Subchapter V Bankruptcy in Florida
---------------------------------------------------------
On March 3, 2025, Central Florida Construction Group Inc. filed
Chapter 11 protection in the U.S. Bankruptcy Court for
the Northern District of Florida. According to court filing, the
Debtor reports between $1 million and $10 million in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
About Central Florida Construction Group Inc.
Central Florida Construction Group Inc. is a construction company
specializing in a wide range of residential and commercial
services.
Central Florida Construction Group, Inc. sought relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Fla. Case No. 25-10051) on March 3, 2025. In its
petition, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
The Debtor is represented by:
Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue, Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
CES KIMBERLINA: Sec. 341(a) Meeting of Creditors on April 7
-----------------------------------------------------------
On March 3, 2025, CES Kimberlina Inc. filed Chapter 11 protection
in the U.S. Bankruptcy Court for the Central District of
California. According to court filing, the Debtor reports between
$1 million and $10 million in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
A meeting of creditors under Section 341(a) to be held on April 7,
2025 at 09:00 AM at UST-LA3, TELEPHONIC MEETING. CONFERENCE
LINE:1-866-811-2961, PARTICIPANT CODE:9609127.
About CES Kimberlina Inc.
CES Kimberlina Inc. is in the business of producing renewable
energy from solid waste, utilizing advanced power generation
technologies such as oxy-fuel combustion and carbon capture
systems. The Company operates cutting-edge research facilities,
including the Kimberlina Power Plant, to develop innovative
solutions that improve energy efficiency and reduce emissions.
CES Kimberlina Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-11691) on March 3,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Sheri Bluebond handles the case.
The Debtor is represented by:
Charles Shamash, Esq.
CACERES & SHAMASH, LLP
9701 Wilshire Boulevard, Suite 1000
Beverly Hills, CA 90212
Tel: (310) 205-3400
Fax: (310) 878-8308
Email: cs@locs.com
CHARLES RIVER: Continues to Defend Securities Class Suit in Mass.
-----------------------------------------------------------------
Charles River Laboratories International Inc. disclosed in its Form
10-K Report for the annual period ending December 28, 2024 filed
with the Securities and Exchange Commission on February 19, 2025,
that the Company continues to defend itself from securities class
suit in the United States District Court for the District of
Massachusetts.
A putative securities class action (Securities Class Action) was
filed on May 19, 2023 against the Company and a number of its
current/former officers in the United States District Court for the
District of Massachusetts.
On August 31, 2023, the court appointed the State Teachers
Retirement System of Ohio as lead plaintiff. An amended complaint
was filed on November 14, 2023 that, among other things, included
only James Foster, the Chief Executive Officer and David R. Smith,
the former Chief Financial Officer as defendants along with the
Company. The amended complaint asserts claims under 10(b) and 20(a)
of the Securities Exchange Act of 1934 (the Exchange Act) on behalf
of a putative class of purchasers of Company securities from May 5,
2020 through February 21, 2023, alleging that certain of the
Company's disclosures about its practices with respect to the
importation of non-human primates made during the putative class
period were materially false or misleading.
On July 1, 2024, the court dismissed the complaint, denied the
plaintiff's informal request for leave to amend, and entered
judgment for defendants.
On July 30, the plaintiff filed a notice of appeal in the United
States Court of Appeals for the First Circuit.
While the Company cannot predict the final outcome of this matter,
it believes the class action to be without merit and plans to
vigorously defend against it. The Company cannot reasonably
estimate the maximum potential exposure or the range of possible
loss in association with this matter.
Headquartered in Wilmington, MA, Charles River is a full-service,
non-clinical global drug development partner with a mission to
create healthier lives. The company shares trade on the New York
Stock Exchange under the ticker symbol "CRL." [BN]
CHORD ENERGY: Moody's Rates Proposed Senior Unsecured Notes 'Ba2'
-----------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to Chord Energy Corporation's
(Chord) proposed offering of senior unsecured notes. Chord's
existing ratings, including its Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating, existing Ba2 senior unsecured notes
rating, SGL-1 Speculative Grade Liquidity (SGL) rating and stable
outlook are unchanged.
Chord plans to use net proceeds from the proposed notes to repay a
portion of its existing revolver borrowings and to fund the
redemption or tender offer to purchase its 2026 notes.
"Chord Energy's notes issuance is opportunistically refinancing
existing debt to extend maturities," commented Amol Joshi, Moody's
Ratings Vice President and Senior Credit Officer.
RATINGS RATIONALE
The Ba2 rating on the proposed senior unsecured notes is in line
with Chord's existing senior unsecured notes rating. The new notes
will rank equally with its existing notes. Chord's senior unsecured
notes are rated one notch below the company's Ba1 CFR, reflecting
the notes' junior priority claim on assets to borrowings under the
secured revolving credit facility.
Chord's Ba1 CFR reflects its significant reserves and production
scale with relatively low debt balances and strong leverage
metrics. Chord is Williston Basin's largest oil producer by volume.
The company produced about 274 thousand barrels of oil equivalent
per day (boepd) on a three-stream basis in the fourth quarter of
2024 following closing its combination with Enerplus Corporation at
the end of May. The benefits of larger scale are somewhat offset by
the risks of its largely single-basin focus and lack of meaningful
portfolio diversification. Chord's assets are oil-weighted with
improved cash margins at higher oil prices, and the company should
generate significant free cash flow through 2025 supported by
moderate capital spending. However, the company is facing
relatively low natural gas and natural gas liquids price
realizations, highlighting the risks of its asset concentration in
the Bakken.
Chord's very good liquidity is reflected by its SGL-1 rating and is
supported by its ability to generate meaningful free cash flow at
mid-cycle oil prices. At December 31, 2024, the company had $37
million in balance sheet cash and $445 million of revolver
borrowings. The proposed notes issuance should result in reduced
revolver borrowings and improved financial flexibility. The
company's secured credit facility has a borrowing base of $2.75
billion with an elected commitment of $2 billion and matures in
July 2027. The credit facility is subject to financial covenants
including a maximum Total Net Debt to EBITDAX ratio of 3.5x and
minimum current ratio of 1x. Moody's expects Chord to comfortably
comply with these covenants through mid-2026.
Chord's stable outlook reflects Moody's expectations that the
company's credit profile should improve while maintaining low debt
levels due to acquisition integration and scale benefits even as
commodity prices remain volatile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if Chord strengthens its business
profile by either significantly increasing its production and
reserves scale, with production exceeding 400 thousand barrels of
oil equivalent per day, or achieving sufficient basin
diversification, while sustaining low leverage and strong credit
metrics. For an upgrade, the company's leveraged full-cycle ratio
(LFCR) should exceed 2x, it should generate consistent free cash
flow after sufficiently reinvesting in the business, and further
establish a track record with its overall capital allocation
framework and financial policy to support an investment grade
rating.
Ratings could be downgraded if Chord generates meaningful negative
free cash flow, LFCR approaches 1x, retained cash flow (RCF) to
debt falls below 35%, or Chord's financial policy becomes more
aggressive, such as using substantial debt for acquisitions or to
provide shareholder payouts.
Chord Energy Corporation, headquartered in Houston, Texas, is an
independent exploration & production company with operations
focused largely in the Williston Basin.
The principal methodology used in this rating was Independent
Exploration and Production published in December 2022.
CIBUS INC: Peter Beetham Named Interim CEO
------------------------------------------
Cibus, Inc. announced key leadership changes pursuant to the
Company's succession planning strategy.
The Board has accepted Rory Riggs' resignation as the Company's
Chief Executive Officer. Peter Beetham, the Company's President and
Chief Operating Officer, also will serve as the Company's Interim
Chief Executive Officer. Dr. Beetham is a co-founder of Cibus
Global with Mr. Riggs and with Greg Gocal, who will remain the
Company's Chief Scientific Officer. Mr. Riggs will remain Chairman
of the Board of Directors. Dr. Beetham also will continue as a
director.
The Board of Directors intends to initiate a search for the
Company's next CEO and will consider external and internal
candidates.
"On behalf of the Board of Directors, I want to acknowledge Rory's
unwavering dedication to Cibus that has spanned more than two
decades," stated Mark Finn, lead independent director of the Board.
"Rory has been instrumental in building Cibus and evolving its
technologies into what they are today, driving a cutting-edge
agricultural company poised to transform the development and
commercialization of plant traits with its proprietary Rapid Trait
Development SystemTM, or RTDS®, gene editing process. We also want
to recognize Rory's visionary leadership through the scientific,
operational, and strategic developments over the past several years
as we worked to unlock the intrinsic value that we see in Cibus.
The Board of Directors is confident that Peter Beetham, Greg Gocal,
Carlo Broos and the rest of the Cibus leadership team will ensure
strong execution of our commercial priorities during this
transition."
In reflecting on his tenure as Chief Executive Officer, Rory Riggs
commented, "I am looking forward to continuing my work on the Board
and am fully confident the Company will execute a seamless
transition. Cibus is at an important inflection point as it
continues its transformation from an agricultural trait development
company to a commercial trait company. One of my key objectives as
Chief Executive Officer was to demonstrate the potential of our
RTDS® technologies and our Trait Machine process. As of today, I
can proudly say that we've met that objective. I believe that now
is the right time to formally activate our succession planning and
begin the transition to Cibus' next leader as its commercial
transformation accelerates. Peter Beetham, as a Cibus co-founder
and leader, as well as a pioneer in agricultural gene editing, has
been integral to getting Cibus to this point and is well poised to
lead the company during this transition."
About Cibus Inc.
Headquartered in San Diego, CA, Cibus, Inc. is an agricultural
biotechnology company that uses proprietary gene editing
technologies to develop plant traits (or specific genetic
characteristics) in seeds. Its primary business is the development
of plant traits that help address specific productivity or yield
challenges in farming such as traits for weed management and
disease resistance. These traits are referred to as productivity
traits because they can improve farming productivity, profitability
and sustainability. Certain productivity traits lead to the
reduction in the use of chemicals like fungicides, insecticides, or
the reduction of fertilizer use, while others make crops more
adaptable to their environment or to climate change. The ability
to develop productivity traits in seeds that can increase farming
productivity and reduce the use of chemicals in farming is the
promise of gene editing technologies.
San Diego, California-based BDO USA, P.C., the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 21, 2024. The report highlights that the Company has
incurred recurring losses from operations and negative cash flows
from operations.
The Company has incurred losses since its inception. The Company's
net loss was $337.6 million, and cash used for operating activities
was $46.2 million for the year ended Dec. 31, 2023. The Company's
primary source of liquidity is its cash and cash equivalents, with
additional capital resources accessible (subject to market
conditions and other factors) from the capital markets, including
through offerings of common stock or other securities.
The Company anticipates that it will continue to generate losses
for the next several years.
CIRQUE DU SOLEIL: Moody's Alters Outlook on 'B2' CFR to Stable
--------------------------------------------------------------
Moody's Ratings changed Cirque du Soleil Holding USA NewCO, Inc.'s
("Cirque") rating outlook to stable from positive and affirmed the
company's B2 corporate family rating and the B2-PD probability of
default rating. Moody's also affirmed the B2 ratings on both
Cirque's backed senior secured term loan and the backed senior
secured multi-currency revolving credit facility.
"The change in rating outlook to stable reflects the softer
attendance at Cirque du Soleil's shows in the US that has led to
lower revenue and EBITDA than anticipated in 2024, causing
financial leverage to rise above 4x." said Dion Bate, Moody's
Ratings Analyst. "Nonetheless, the company remains solidly
positioned in its B2 rating with good liquidity underpinning the
rating affirmation."
RATINGS RATIONALE
Demand for Cirque's shows has slowed in 2024 with softer attendance
per show, primarily from low-to-middle income consumers in the US
pulling back from discretionary spending. This has been partially
offset by stable pricing and good demand from its international
touring shows. To mitigate the softer US demand Cirque has closed
underperforming shows in the second half of 2024 and has adjusted
their show plans by reducing length of stay and frequency of visits
to keep the attendance per show high. While new show openings will
help offset the show closures, revenue will remain constrained in
2025. Cirque has also reduced its cost base by rationalizing its
corporate functions which is expected to result in higher operating
margins and EBITDA growth in 2025. If Cirque is successful with new
show launches and maintains its lower cost base, debt/EBITDA could
decline below 4x from 4.5x as of LTM Q3 2024. However, Cirque faces
several macro-economic headwinds, including US trade tariffs, which
create uncertainty. Should trade tariffs escalate, higher inflation
will likely erode the North American consumers disposable income
and jeopardize discretionary spending.
Cirque's B2 CFR is constrained by: 1) the cautious discretionary
spending in the US that has led to weaker than expected performance
and modest leverage and interest coverage with adjusted debt to
EBITDA of 4.5x and EBITA to interest expense of 1.5x as of
September 29, 2024; 2) geographic concentration of Las Vegas
venues, which Moody's estimates accounts for close to half of
Cirque's EBITDA; 3) business concentration that is focused on live
entertainment which is discretionary in nature and requires ongoing
innovation and investment to maintain consumer appeal; and 4)
limited track record of conservative financial policies.
Cirque rating benefits from: 1) a good operational track record of
developing, managing and acquiring shows that helps preserve
consumer appeal; 2) strong brand recognition and a price model that
targets households with high disposable income which are fairly
resilient against recessionary pressures; 3) a partnership model
for resident shows and flexible profit model on touring shows, that
minimizes capital outlays and supports operational stability; and
4) good liquidity.
Cirque has good liquidity. Liquidity sources will total around $185
million versus expected loan amortization of about $5.5 million to
March 2026. As per Moody's estimates, liquidity sources consist of
unrestricted cash on hand of $85.6 million as of September 29,
2024, a fully available $100 million committed revolving credit
facility expiring 2028, as well as Moody's forecast of neutral free
cash flow to March 2026. The term loan has no financial covenants
and the revolving facility is subject to a springing net leverage
covenant after 35% is drawn. Cirque's assets are largely encumbered
and unavailable to provide additional liquidity.
Cirque's senior secured term loan due 2030 and multi-currency
revolving credit facility rank pari passu to each other and are
both rated B2, the same as the CFR because there is no other funded
debt in the capital structure.
The stable outlook reflects Moody's expectations that while demand
for Cirque shows in the US will be soft in 2025 it will be offset
by Cirque's new show launches, show optimization plans and cost
rationalization that will promote EBITDA growth and drive
sequential positive free cash flow over the next 12 months. It
further incorporates Moody's expectations that Cirque will maintain
financial discipline regarding capital expenditures, financial
leverage and shareholder distributions, and maintain good
liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Cirque exhibits a track record of
good show execution; adjusted debt to EBITDA is sustainably
maintained below 4x and EBITA to interest is maintained above 2x;
the company maintains conservative financial policies with respect
to re-leveraging transactions such as acquisitions or dividends;
and liquidity remains good with a healthy cash balance and
sustained positive free cash flow.
The ratings could be downgraded if Cirque experienced a
deterioration in its liquidity, in particular, sustained negative
free cash flow; or if adjusted debt to EBITDA rises above 5.5x or
interest coverage deteriorates below 1.5x for a sustained period.
Cirque du Soleil is a provider of unique, live acrobatic theatrical
performances operating under two divisions: Resident Show Segment
and Touring Show Segment. Cirque is owned by lenders representing a
fragmented group of creditors including private equity investors
The Catalyst Capital Group Inc, Sound Point Capital, CBAM Partners
and Benefit Street Partners.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
COSMOS HEALTH: Grigorios Siokas Holds 16.6% Equity Stake
--------------------------------------------------------
Grigorios Siokas disclosed in a Schedule 13D/A filed with the U.S.
Securities and Exchange Commission that as of February 24, 2025, he
beneficially owned 4,609,399 shares of Cosmos Health Inc.'s common
stock, representing 16.6% of the 26,979,875 shares outstanding. His
holdings include 3,897,016 issued shares, 212,383 shares issuable
upon exercise of Exchange Warrants, and 500,000 shares issuable
upon exercise of Series B Common Warrants.
Mr. Siokas may be reached through:
Elliot H. Lutzker
605 Third Avenue,
New York, NY, 10158
Tel: 646-428-3210
A full-text copy of the Mr. Siokas' SEC report is available at:
https://tinyurl.com/5a3bf4ne
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.
DATAVAULT AI: Amends $5 Million Asset Purchase Deal With CSI
------------------------------------------------------------
As previously disclosed, on December 19, 2024, Datavault AI Inc.
entered into an asset purchase agreement, as amended by that
certain amendment to the asset purchase agreement, dated as of
December 30, 2024, with CompuSystems, Inc., a Texas corporation,
pursuant to which the Company has agreed to purchase, assume and
accept from CSI all of the rights, title and interests in, to and
under the assets and interests used in the Acquired Business, and
products and services solely to the extent they utilize the
Transferred Assets, including CSI's customer contracts, trademarks,
and other intellectual property.
On February 25, 2025, the Company and CSI entered into a second
amendment to the Asset Purchase Agreement. Pursuant to the Second
Amendment, the Closing Cash Consideration was reduced to $5,000,000
and as consideration, the parties agreed to a payment at Closing of
$5,000,000 payable in the form of the convertible note. The Company
will issue the Initial Convertible Note in an aggregate principal
amount of $5,000,000, due on the second anniversary of the closing.
The Company agreed to pay interest to CSI on the aggregate
unconverted and then outstanding principal amount of the Initial
Convertible Note at the rate of 10% per annum. If the Initial
Convertible Note has not been satisfied in full within three months
after the closing date, then at CSI's option, it shall be
convertible to common stock of the Company, par value $0.0001 per
share, in increments of $500,000, at a price of $1.14 per share.
The Company shall also repay the principal amount and all accrued
interest under the Initial Convertible Note in full, without a
penalty, within three business days after the Company raises an
additional amount of capital totaling at least $15,000,000, after
the Company shall have closed an initial offering or financings
resulting in aggregate gross proceeds to the Company of at least
$15,000,000, from one or more investors and/or financial
institutions, by no later than March 31, 2025.
Pursuant to the Second Amendment, the parties agreed that the
assets and rights acquired by CSI pursuant to the EventsPass APA
shall be Transferred Assets under the Asset Purchase Agreement and
the assumed liabilities under the EventsPass APA shall be
Transferred Liabilities under the Asset Purchase Agreement,
including without limitation, any payments required as part of the
earnout payment under the EventsPass APA. The parties also amended
Exhibit B of the Asset Purchase Agreement to clarify that
A4Safe-Related Items are part of the Excluded Assets.
The parties agreed that the Company will inform the stockholders of
the Company of the receipt of the Stockholder Consent by preparing
and filing with the U.S. Securities and Exchange Commission, within
two business days after the Company files its Annual Report on Form
10-K, an information statement with respect thereto. The parties
further agreed that, at closing, the Company will deliver to CSI
$500,000 as reimbursement of certain audit, review, reporting,
legal, and other closing costs and expenses CSI has incurred and
will incur associated with the closing.
Pursuant to the Second Amendment, the parties will instruct the
Escrow Agent (as defined in the Asset Purchase Agreement) to
release the Breakup Fee from the Escrow Account and pay it to CSI
within three business days from the execution of the Second
Amendment.
The parties also agreed to amend the definition of Outside Date to
mean April 30, 2025, after which the Asset Purchase Agreement may
be terminated by any party if the closing shall not have
consummated on or prior to such Outside Date.
About Datavault AI
Datavault AI Inc. (f/k/a WiSA Technologies, Inc.) --
www.wisatechnologies.com -- develops and markets spatial audio
wireless technology for smart devices and home entertainment
systems. The Company's WiSA Association collaborates with consumer
electronics companies, technology providers, retailers, and
industry partners to promote high-quality spatial audio
experiences. WiSA E is the Company's proprietary technology for
seamless integration across platforms and devices.
San Jose, California-based BPM LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company's recurring losses from
operations, a net capital deficiency, available cash, and cash used
in operations as factors raising substantial doubt about its
ability to continue as a going concern.
As of Sept. 30, 2024, Datavault AI had $8.02 million in total
assets, $3.72 million in total liabilities, and $4.30 million in
total stockholders' equity.
DENTISTRY BY DESIGN: Gets Final OK to Use Cash Collateral
---------------------------------------------------------
Dentistry by Design, P.C. received final approval from the U.S.
Bankruptcy Court for the Eastern District of New York to use the
cash collateral of its lenders.
The final order signed by Judge Louis Scarcella authorized
Dentistry by Design to use cash collateral from Feb. 28 until
confirmation of a Chapter 11 plan or the occurrence of so-called
termination events.
Dentistry by Design was ordered to provide its lenders with
protection in the form of a replacement lien on all of its
property; monthly cash payments; and additional liens with the same
validity and extent as the lenders' pre-bankruptcy liens.
About Dentistry by Design
Dentistry by Design P.C., formerly known as Walt Whiman Family
Dental P.C., offers a comprehensive array of cosmetic, general, and
preventative dental procedures.
Dentistry by Design filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-74271) on
November 8, 2024, listing $45,036 in assets and $2,022,966 in
liabilities. Samuel Dawidowicz serves as Subchapter V trustee.
Judge Louis A. Scarcella presides over the case.
Alex E. Tsionis, Esq., at the Law Offices of Avrum J. Rosen, PLLC
represents the Debtor as bankruptcy counsel.
DHW WELL: Taps Keller Williams Laredo as Realtor
------------------------------------------------
DHW Well Service, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Keller Williams
Laredo as realtor.
The professional services to be rendered by the brokerage firm
include the sale of the real property and improvements located at
255 Loop 517, Carrizo Springs, TX 78834.
The brokerage firm will request the payment of its 5 percent
commission of the sale proceeds.
Keller Williams Laredo neither holds nor represents an interest
adverse to the Debtor, or its estate, and is a disinterested person
within the meaning of 11 U.S.C. Section 327(a), according to court
filings.
The firm can be reached through:
Gilma Cervera
Keller Williams Laredo
1000 Crown Ridge Blvd., Suite C
Eagle Pass, TX 78852
Tel: (830) 325-6647
About DHW Well Service
DHW Well Service, Inc., a company in Carrizo Springs, Texas,
operates a vacuum trucking business in the South Texas oil field.
DHW Well Service sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-52436) on August 5,
2024, with up to $50,000 in assets and up to $10 million in
liabilities. Michael Colvard serves as Subchapter V trustee.
Judge Craig A. Gargotta presides over the case.
William R. Davis, Jr., Esq., at Langley & Banack, Inc., represents
the Debtor as legal counsel.
DIGITALSPEED COMMUNICATIONS: Taps Asterion as Financial Advisor
---------------------------------------------------------------
Digitalspeed Communications, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
Asterion, Inc. as financial advisors.
The firm's services include:
(a) take meetings and telephone conferences with the Debtor's
counsel and interested parties;
(b) assist in preparation of the Plan, Disclosure Statement,
Projections, Liquidation Analysis, Sources and Uses of Funds and
other reporting and informational needs during the pendency of the
Debtor's bankruptcy proceeding;
(c) provide expert testimony at any hearings that constitute
part of the bankruptcy process, including, without limitation,
financial matters relating to the Plan, the feasibility of such
Plan, any new value contribution, and the valuation of the assets;
and
(d) perform such other tasks as appropriate and as may be
requested by the Debtor's management or the Debtor's counsel.
The firm will be paid at these rates:
Principals and Managing Directors $325 to $595/hour
Senior Consultants $225 to $370/hour
Associates and Staff $100 to $245/hour
Asterion has requested a post-petition retainer in the amount of
$20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Stephen J. Scherf, a principal at Asterion, Inc., disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Stephen J. Scherf
Asterion, Inc.
1617 JFK Boulevard, Suite 1040
Philadelphia, PA 19103
Tel: (215) 893-9901
About Digitalspeed Communications, Inc.
DigitalSpeed Communications, Inc. d/b/a Slingshot Techonologies
Corporation in West Conshohocken, PA, sought relief under Chapter
11 of the Bankruptcy Code filed its voluntary petition for Chapter
11 protection (Bankr. E.D. Pa. Case No. 25-10500) on Feb. 6, 2025,
listing $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Adam H. Pasternack as president, signed the
petition.
Judge Ashely M. Chan oversees the case.
KARALIS PC serve as the Debtor's legal counsel.
DMCC 62ND AVE: Claims to be Paid From Continued Operations
----------------------------------------------------------
DMCC 62nd Ave LLC and DMCC 26th Ave LLC filed with the U.S.
Bankruptcy Court for the Middle District of Florida a Joint
Disclosure Statement describing Joint Plan of Reorganization dated
February 20, 2025.
The Debtors were formed in 2018 to hold commercial real estate
properties located across Central Florida. The Debtors' business
model is based, in part, on renting the Debtors' respective
properties to qualified medium to long term commercial tenants.
Each of the Debtors is owned 100% by Oracle Holdings, LLC. Oracle
Holdings, LLC is owned exclusively by Mr. Jayant Patel and Mr.
Pradeep Matharoo. DMCC Americas, Inc. ("Americas") manages the
Debtors and all operations by each Debtor entity.
During 2022, the Debtors made a decision to refinance and payoff
the Rialto loan and attempt to be done with the headache of the
accounting of the loan facility. Term sheets were obtained for each
Debtor, but unfortunately, a Canadian lawsuit resulted in a
temporary order prevented the sale, refinance or redemption by the
Debtors.
The interim order lasted from June 2022 to March 2023 when the
matter was finally heard on the merits. During 2023, a further
$500,000.00 was paid to the SS in payments. A further hearing in
Canada resulted in a receiver, B. Riley Farber, being appointed.
The receiver stopped paying many of the lenders and placed most of
the real estate assets into default and foreclosure.
The Debtors filed Chapter 11 to reorganize their debts for the
benefit of all stakeholders and to efficiently adjudicate all
claims. Specifically, the Debtors plan to propose a 100% payment
plan to all allowed claims with a combination of: (i) refinancing,
(ii) finding new tenants for vacant spaces, (iii) exploring the
sale of some of its properties; and (iv) servicing debt from
current revenue.
Class 4 consists of the Allowed General Unsecured Claims against
the Debtors. In full satisfaction of the Allowed Class 4 Claims,
commencing on the Effective Date, Holders of Class 4 Claims shall
receive equal to 50% of the actual net profits received by the
Debtors as established by the Debtors' financial projections as
attached to the Disclosure Statement. Payments shall be made
quarterly for a period of three years. Allowed Class 4 Claim
Holders shall receive, upon request and no more than once a
quarter, financial documentation from the Debtors to substantiate
any such quarterly payments. Class 4 is Impaired.
The Debtors will continue to manage and operate their business in
the ordinary course, but with restructured debt obligations. It is
anticipated that the Debtors' continued operations will be
sufficient to make the Plan Payments.
Funds generated from the Debtors' operations through the Effective
Date will be used for Plan Payments; however, the Debtors' cash on
hand as of Confirmation will be available for payment of
Administrative Expenses.
A full-text copy of the Joint Disclosure Statement dated February
20, 2025 is available at https://urlcurt.com/u?l=eyjaFE from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: jluna@lathamluna.com
About DMCC 62nd Ave
DMCC 62nd Ave LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03658) on December 1,
2024, with $1 million to $10 million in assets and liabilities.
Pradeep Matharoo, authorized agent, signed the petition.
Judge Jacob A. Brown presides over the case.
Justin M. Luna, Esq., at LATHAM LUNA EDEN & BEAUDINE LLP, is the
Debtor's legal counsel.
DMD FLORIDA: Court Extends Cash Collateral Access to April 2
------------------------------------------------------------
DMD Florida Development 2, LLC and its affiliates received interim
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to use cash collateral until April 2, marking the third
extension since the companies' Chapter 11 filing.
The third interim order signed by Judge Scott Grossman authorized
the companies to use the cash collateral of Florida Restaurant
Franchise Group IX, LP to pay the expenses set forth in their
respective budgets. The companies may exceed any line item by up to
10% without additional approval.
As protection, the lender was granted a replacement lien on all
post-petition property of the companies to the same extent and with
the same priority as its pre-bankruptcy lien.
The next hearing is scheduled for April 2.
About DMD Florida Development 2
DMD Florida Development 2, LLC and its affiliates, DMD Florida
Restaurant Group C LLC, and DMD Florida Restaurant Group D, LLC,
filed Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No.
25-10088) on January 6, 2025. Jack Flechner, manager and co-chief
executive officer, signed the petitions.
At the time of the filing, each Debtor reported $500,001 to $1
million in assets and $10 million to $50 million in liabilities.
Judge Scott M. Grossman oversees the cases.
The Debtors are represented by Aaron A. Wernick, Esq., and Hayley
G. Harrison, Esq., at Wernick Law, PLLC.
Florida Restaurant Franchise Group LX, LP, as lender is represented
by:
Nestor C. Bustamante, Esq.
David M. Stahl, Esq.
Cozen O'Connor
Southeast Financial Center
200 South Biscayne Blvd., Suite 3000
Miami, FL 33131
Telephone: (305) 358-1991
nbustamante@cozen.com
dstahl@cozen.com
DOCUDATA SOLUTIONS: Seeks Chapter 11 Bankruptcy in Texas
--------------------------------------------------------
On March 3, 2025, DocuData Solutions L.C. filed Chapter 11
protection in the U.S. Bankruptcy Court for the Southern District
of Texas. According to court filing, the Debtor reports between
$1 billion and $10 billion in debt owed to 1,000 and 5,000
creditors. The petition states funds will be available to unsecured
creditors.
About DocuData Solutions L.C.
DocuData Solutions L.C., together with their non-Debtor affiliates
(the Company), are a global leader in business process automation.
Leveraging their worldwide presence and proprietary technology, the
Company offers high-quality payment processing and digital
transformation solutions across the Americas and Asia, helping
clients enhance efficiency and lower operational costs. The Company
has worked with over 60% of the Fortune 100 companies. They provide
essential services to top global banks, financial institutions,
healthcare payers and providers, and major global brands. These
services include finance and accounting solutions, payment
technologies, healthcare payer and revenue cycle management,
hyper-automation and remote work solutions, enterprise information
management, integrated communications and marketing automation, as
well as digital solutions for large enterprises.
DocuData Solutions L.C. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 25-90023) on March
3, 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 Christopher M. Lopez handles the
case.
The Debtor is represented by:
Timothy A. Davidson II, Esq.
Ashley L. Harper, Esq.
Philip M. Guffy, Esq.
HUNTON ANDREWS KURTH LLP
600 Travis Street, Suite 4200
Houston TX 77002
Tel: (713) 220-4200
Email: taddavidson@hunton.com
ashleyharper@hunton.com
pguffy@hunton.com
- and -
Ray C. Schrock, Esq.
Alexander W. Welch, Esq.
Hugh Murtagh, Esq.
Adam S. Ravin, Esq.
Jonathan J. Weichselbaum, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: (212) 906-1200
Email: ray.schrock@lw.com
alex.welch@lw.com
hugh.murtagh@lw.com
adam.ravin@lw.com
jon.weichselbaum@lw.com
Debtors'
Bankruptcy
Co-Counsel: LATHAM & WATKINS LLP
Debtors'
Investment
Banker: HOULIHAN LOKEY, FINANCIAL ADVISORS, INC.
Debtors'
Financial
Advisor: ALIXPARTNERS, LLP
Debtors'
Claims,
Noticing, &
Solicitation
Agent: OMNI AGENT SOLUTIONS, INC.
EASTSIDE DISTILLING: Nasdaq Extends Compliance Deadline to Aug. 25
------------------------------------------------------------------
Eastside Distilling, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that it received a
letter from the Nasdaq Stock Market LLC notifying the Company that
the Company is eligible for an additional 180 calendar day period,
or until August 25, 2025, to regain compliance with the Nasdaq
Listing Rule 5550(a)(2).
As of February 26, 2025, the Company remained noncompliant with the
Rule by failing to maintain a minimum bid price for its common
stock of at least $1.00 per share for 30 consecutive business days.
Prior to the recent letter, the Company had received the original
notice of noncompliance with the Rule from Nasdaq wherein the
Company had been given until February 25, 2025, to regain
compliance.
The Company expects to effect a reverse stock split if needed to
regain compliance with the Rule prior to the expiration of the
additional grace period.
The letter has no immediate impact on the listing of the Company's
common stock, which will continue to be listed and traded on The
Nasdaq Capital Market, subject to the Company's compliance with the
other continued listing requirements of The Nasdaq Capital Market.
About Eastside Distilling
Headquartered in Portland, Oregon, Eastside Distilling, Inc. (d/b/a
Beeline Holdings) 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.
ELEGANT TENTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Elegant Tents and Catering, Inc.
303 North 3rd Street
Youngwood, PA 15697
Business Description: Elegant Tents & Catering is a family-owned
business based in Youngwood, PA, offering
event rental services and catering for
various occasions, including weddings,
birthdays, and corporate events. The
Company provides tent rentals, linens,
furniture, and other event equipment, along
with a variety of catering menus, made from
family recipes and tailored to meet dietary
needs. The Company serves the Tri-State
area and prides itself on delivering
personalized service.
Chapter 11 Petition Date: March 9, 2025
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 25-20594
Judge: Hon. John C Melaragno
Debtor's Counsel: Justin P. Schantz, Esq.
LAW CARE
David A. Colecchia and Associates
324 South Maple Ave.
Greensburg, PA 15601-3219
Tel: (724) 837-2320
Fax: (724) 837-0602
E-mail: jschantz@my-lawyers.us
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeff Yelinek as president.
A full-text copy of the petition, which includes a list of the
Debtor's 20 largest unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/7T4YG2Y/Elegant_Tents_and_Catering_Inc__pawbke-25-20594__0001.0.pdf?mcid=tGE4TAMA
EMPIRE COMMUNITIES: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Empire Communities Corp.
(Empire), including its Long-Term Issuer Default Rating (IDR) at
'B-', its secured revolver at 'BB-' with a Recovery Rating of
'RR1', and its senior unsecured notes at 'B-'/'RR4'. The Rating
Outlook is Stable.
The company's ratings reflect Empire's high leverage, limited but
improving geographic diversity, and long land position. The
company's long history and leadership position in its Canadian
housing markets, its diminishing exposure to high rise projects,
and adequate financial flexibility are also factored into the
ratings. The Stable Rating Outlook reflects Fitch's expectation
that the company will maintain sufficient cushion relative to its
sensitivities for the 'B-' IDR.
Key Rating Drivers
High Leverage: Fitch expects Empire's leverage to remain elevated
as it expands its U.S. operations organically and through
acquisitions, generating negative FCF. At Sept. 30, 2024, net debt
to capitalization was 74%, excluding CAD35 million of cash
classified by Fitch as not readily available for working capital
and non-controlling equity interest. This also includes Empire's
proportionate share of unconsolidated high-rise debt. Fitch
forecasts net debt to capitalization will be about 75% at YE 2024,
approach 70% at YE 2025, and settle below 70% at YE 2026.
EBITDA leverage was 6.4x for the LTM ended Sept. 30, 2024, and is
forecast to be between 6.0x and 6.5x at YE 2024 and YE 2025, and at
or below 6x at YE 2026.
Volatile Cash Flow: Fitch expects Empire will generate negative
cash flow from operations (CFO after distributions from joint
ventures [JVs] and distributions to non-controlling interests) of
CAD275 million to CAD325 million in 2024 due to higher inventory
levels. Fitch expects Empire to generate neutral to slightly
negative CFO in 2025. Fitch expects Empire to generate strong cash
flow during housing downturns as it monetizes its inventory and
lowers land and inventory investment. This strategy should allow it
to build cash or pay down debt during periods of distress.
Measured Growth Strategy: Empire has grown its presence in the U.S.
over the past five years. Most recently, the company expanded its
presence in the Southeast U.S. market with the acquisition of
SouthCraft Builders. This acquisition followed Empire's entry in
the Colorado Springs market with its strategic partnership with
Covington Homes. The company now operates in eight markets across
the U.S. and Fitch expects higher community count in the U.S. in
2025.
Land Strategy: Empire has a longer land position than its U.S.
peers due to its extensive land holdings in the land-constrained
Greater Golden Horseshoe (GGH) market and its land development
operations. The company is pivoting to a more land-light strategy,
increasing its lots under option in the U.S. and Canada. As of
Sept. 30, 2024, Empire owned and controlled about 26,000 lots
(excluding high-rises [HRs]), equating to a 12-year supply based on
LTM closings. Empire's homebuilding owned lot position of 3.2 years
in the U.S. is comparable to some of its U.S. homebuilder peers.
Adequate Financial Flexibility: Empire ended 3Q24 with CAD112.8
million of cash and roughly CAD35 million of borrowing availability
under its USD480 million RCF that matures in June 2027. Fitch
expects availability under the RCF to increase at YE 2024 as
borrowings under the facility are reduced by excess proceeds of its
4Q24 issuance of CAD300 million 7.625% senior unsecured notes due
2029, which were used to repay its CAD150 million 7.375% senior
notes due 2025. EBITDA interest coverage is forecast to be around
2.0x during the next few years.
Limited Geographic Diversification: Empire is less geographically
diversified than most homebuilders in Fitch's coverage, which
exposes it to an outsized impact during regional downturns. As of
3Q24, Empire had more than 40 active communities across eight
markets in the U.S. and operations in the GGH market (including the
Greater Toronto area) in the Southern Ontario region of Canada.
Empire entered the Colorado Springs, CO market in September and
recently expanded its operations in Charlotte, NC.
Strong Local Market Position in Canada: Empire is one of the
leading low-rise builders in the GGH region and Greater Toronto
Area. Fitch views this as an advantage as scale in local metro
markets provides homebuilders with purchasing efficiencies and
enhances access to local labor pool and land. This is evident in
Empire's strong gross margins in Canada. Empire is predominantly a
second-tier player (top 20 builder) in its U.S. given that it has
only recently entered the market. The company's gross margins for
its U.S. operations improved in 2024 but continues to lag its
larger U.S. peers.
High-Rise Condominiums: Empire has two HR condominium projects. One
is completed and completely closed, while the other is under
construction and expected to start occupancy in 2025. Although
Empire deconsolidates these HR projects in its financial
statements, Fitch considers them strategically important. As a
result, Fitch includes Empire's proportional share of the debt
associated with these projects in calculating its leverage metrics.
Fitch expects Empire's exposure to HR projects to decrease going
forward.
Peer Analysis
Empire Communities is comparable to STL Holding Company, LLC
(B+/Stable) and Adams Homes, Inc. (B+/Stable) in terms of revenue,
and smaller than Landsea Homes Corporation (B/Stable). The
company's credit metrics are weaker than these 'B' category peers.
Similar to these peers, Empire has limited geographic diversity
compared with the larger public homebuilders, which are rated
investment grade.
The company's overall land position is also longer than its peers,
although its land position in the U.S. is comparable to some of the
large U.S. public homebuilders. Empire's risk profile is higher
given its land development operations as well as exposure to HR
projects. Its EBITDA margin is higher than STL Holding and Landsea
Homes, and is historically lower than Adams Homes.
Key Assumptions
- U.S. single-family housing starts improve 4% in 2025 and 3% in
2026;
- Revenues decline 12.5%-13% in 2024 and grows 30%-33% in 2025;
- EBITDA margin of 18%-19% in 2024 and 14%-15% in 2025;
- Fitch-calculated net debt/capitalization of 75% at YE 2024 and
around 71% at YE 2025;
- Negative CFO of CAD275 million-CAD325 million in 2024 and flat to
slightly negative CFO in 2025;
- EBITDA leverage of 6.2x at YE 2024 and YE 2025;
- EBITDA interest coverage of around 2.0x in 2025 and 2026.
Recovery Analysis
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Empire would be reorganized as a
going concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim.
Going-Concern (GC) Approach
The GC EBITDA estimate of CAD175 million reflects Fitch's view of a
sustainable, post-restructuring sustainable level of EBITDA, on
which the agency bases the enterprise value (EV). The GC EBITDA is
based on Fitch's assumption that distress would arise from a
further weakening in the housing market combined with a loss of
market share in key markets.
Fitch estimates annual revenue of CAD1.4 billion (20% below
projected 2025 revenues) and EBITDA margin of 13% (150 bps below
projected 2025 EBITDA margin) would capture the lower revenue base
of the company after a housing downturn, plus a sustainable margin
profile after right sizing. The GC EBITDA of CAD175 million is
about 28% below projected 2025 EBITDA (after distributions to
noncontrolling interests).
Fitch previously used a CAD150 million GC EBITDA. The revision to
CAD175 million reflects the company's growing operations in the
U.S., including the recent acquisition of SouthCraft Builders and
Empire's entry into the Colorado Springs market with its strategic
partnership with Covington Homes. The GC approach yields a slightly
higher EV than the liquidation value approach.
An EV multiple of 6.0x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization EV. The choice of this multiple
considered the following factors:
- Fitch used a 5.5x multiple to calculate the EV of Adams Homes
(Adams; B+/Stable), STL Holding Company, LLC (DSLD; B+/Stable) and
Landsea Homes (B/Stable). Adams is the 31st-largest homebuilder by
deliveries, with operations concentrated in the Southeast. DSLD
ranks 28th by deliveries with operations in Louisiana, northwest
Florida, Alabama, Mississippi, and east Texas. Landsea ranks 42nd
by deliveries with operations in Arizona, California, Florida, New
York, and Texas.
- Average trading multiples (EV/EBITDA) for public homebuilders
have ranged between 5.5x and 8.0x over the past 24 months.
Fitch assumed that the company's USD480 million secured RCF will be
70% drawn during a distress scenario, which incorporates shrinkage
in the borrowing base. The secured credit facility is senior to the
company's unsecured notes in the waterfall.
The allocation of the value in the liability waterfall results in a
recovery corresponding to an 'RR1' for the senior secured RCF and a
recovery corresponding to an 'RR4' for the unsecured notes. A
material increase in the amount of revolver commitment and/or
capacity, a higher amount of secured mortgages, and/or an increase
in unsecured debt without a corresponding increase in Fitch's
enterprise value assumptions in a recovery scenario could lead to a
lower expected recovery for the unsecured notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Deterioration in liquidity profile, including accelerating
negative cash flow from operations;
- EBITDA interest coverage below 1.25x;
- Inventory/debt consistently below 1.0x;
- Net debt/capitalization consistently above 80%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Net debt/capitalization below 65% and EBITDA leverage
consistently below 6.0x and the company maintains a healthy
liquidity position;
- Fitch may also consider positive rating actions if the company
further diversifies its operations in the U.S. while maintaining a
leadership position in the GGH and Greater Toronto areas, while
reporting net debt-to-capitalization approaching 65% and EBITDA
leverage around 6.0x.
Liquidity and Debt Structure
Empire ended 3Q24 with CAD112.8 million of cash and roughly CAD35
million of borrowing availability under its USD480 million RCF that
matures in June 2027. Fitch expects availability under the RCF to
increase at YE 2024 as borrowings under the facility will be
reduced from the excess proceeds of its 4Q24 issuance of CAD300
million 7.625% senior unsecured notes due 2029 used to repay its
CAD150 million 7.375% senior notes due 2025. EBITDA interest
coverage is forecast to be around 2.0x during the next few years.
Empire refinanced its 2025 maturities in 2024 and has no major debt
coming due until its revolver matures in 2027 and its unsecured
notes become due in 2029.
Issuer Profile
Empire Communities Corp. is one of the largest private homebuilders
in North America. The company has leading market positions in the
Greater Golden Horseshoe and Greater Toronto areas in Canada and
has a small, albeit growing presence in the U.S.
Summary of Financial Adjustments
Historical and projected EBITDA is adjusted to add back interest
expense included in cost of sales and also excludes impairment
charges, land option abandonment costs. Fitch also includes
shareholder loans and Empire's proportional share of unconsolidated
JV debt related to its high-rise projects in the calculation of
leverage ratios.
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
----------- ------ -------- -----
Empire Communities
Corp. LT IDR B- Affirmed B-
senior unsecured LT B- Affirmed RR4 B-
senior secured LT BB- Affirmed RR1 BB-
ENERGIZER HOLDINGS: Moody's Rates New $1.5BB 1st Lien Loans 'Ba1'
-----------------------------------------------------------------
Moody's Ratings assigned a Ba1 rating to Energizer Holdings, Inc.
("Energizer") proposed new $760 million senior secured first lien
term loan and new $500 million senior secured first lien revolving
credit facility. Energizer's other ratings are unchanged including
the company's B1 Corporate Family Rating, B1-PD Probability of
Default Rating, B2 rating on the senior unsecured notes, and B2
rating on the backed senior unsecured notes issued by Energizer
Gamma Acquisition B.V. and guaranteed by Energizer Holdings, Inc.
The outlook is stable and there is no change to the company's SGL-1
speculative grade liquidity rating (SGL). Moody's expects to
withdraw the Ba1 rating on the existing senior secured first lien
term loan due 2027 and senior secured first lien revolving credit
facility due 2025 upon completion of the refinancing.
The transaction is credit positive because it improves Energizer's
liquidity including extending the revolver expiration. Proceeds
from the new $760 million term loan due 2032 will be used to repay
a roughly equivalent amount of debt outstanding on the existing
term loan due 2027. The transaction will extend Energizer's
maturity profile without materially affecting interest expense. The
term loan will be subject to quarterly amortization of principal of
1% per annum. Moody's do not anticipates the roughly $7.6 million
of amortization payments to materially affect the company's very
good liquidity. Energizer is also issuing a new $500 million senior
secured first lien revolving credit facility which will expire in
2030 and replaces the existing similarly sized facility that
expires in December 2025. The transaction is leverage neutral and
debt/EBITDA is expected to remain unchanged at roughly 6.8x
including Moody's standard adjustments for the 12-month period
ended December 31, 2024.
Moody's anticipates debt-to-EBITDA leverage will decline to 5.9x in
2025 and 5.4x in 2026 as the upfront cost of Project Momentum
moderates and culminates by year-end, along with a continued focus
on debt repayment. The investments into supply chain improvement,
analytics and cost reductions will also improve the EBITDA margin.
Moody's expects steady volumes to offset pricing pressures from
cost conscious consumer's economizing spending.
RATINGS RATIONALE
Energizer's B1 CFR reflects the company's very high leverage
following large debt funded acquisitions and earnings weakness in
recent years that has hurt the EBITDA margin. Energizer's strategy
to increase product diversity to mitigate the effects of its slow
growing and mature disposable battery business leads to periodic
acquisitions. Earnings nevertheless remain concentrated in
disposable batteries and the company has not made any significant
acquisitions since the purchase of Spectrum Brands' global battery
and auto care businesses in January 2019. Energizer faced elevated
input costs and supply chain inefficiencies in 2021-2023. More
recently, input costs are moderating and Project Momentum is
helping to reduce costs and improve operations. However, the EBITDA
margin remains muted due to ongoing restructuring costs as
Energizer works through its remaining initiatives as part of
Project Momentum, which is expected to be completed in 2025.
Secondary rechargeable batteries continue to take market share from
primary batteries in various device categories. These pressures are
modestly outweighed by the broader expansion of electronic devices
that benefit from key advantages found in disposable batteries.
Primary batteries, compared to secondary batteries, offer a lower
upfront cost, longer shelf life, lower self-discharge, and the
ability to provide a constant voltage supply with no need to
charge. This makes primary batteries ideal for low-drain,
long-duration applications or where portability and upfront costs
are key factors.
Energizer's credit profile is supported by its leading market
position in the single use and specialized battery market, its
portfolio of well-known brands in the battery and consumer car
maintenance segments, and historically good EBITDA margin.
Liquidity is very good supported by Energizer's strong operating
cash flow and ample available capacity on its $500 million revolver
that is typically lightly utilized.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectations for continued
improvement in operating earnings and the EBITDA margin as well as
solid free cash flow. Debt repayment is contributing to
debt-to-EBITDA leverage improvement. The stable outlook also
reflects that the company's very good liquidity provides capacity
to repay debt while maintaining good business reinvestment.
An upgrade would require consistent operational performance
including stable organic revenue growth, and a higher EBITDA margin
that leads to sustained debt to EBITDA below 4.5x and consistently
strong free cash flow.
The ratings could be downgraded if Energizer does not continue to
see improvement in the EBITDA margin in the next 12-18 months. The
ratings could also be downgraded if free cash flow deteriorates for
any reason or if the company does not repay debt such that
debt-to-EBITDA is likely to remain elevated above 5.5x. A
deterioration of liquidity, or if the company engages in
acquisitions or share repurchases before reducing leverage could
also lead to a downgrade.
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 $700 million and 100% of the pro
forma trailing four quarter Adjusted EBITDA, plus unlimited amounts
subject to 3.0x first lien net leverage. There is an inside
maturity limit up to the greater of $350 million and 50% of the pro
forma trailing four quarter Adjusted EBITDA; and up to the greater
of $300 million and 42.5% of the pro forma trailing four quarter
Adjusted EBITDA if structured as a "Term Loan A". 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.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Energizer Holdings, Inc. manufactures and markets batteries,
lighting products, car fragrance and appearance, and engine
additives around the world. The product portfolio includes
household batteries, specialty batteries, portable lighting
equipment and various car fragrance dispensing systems. Some key
brands include Energizer, Eveready, Rayovac, STP, and ArmorAll.
Headquartered in St. Louis, MO, the publicly-traded company
generates roughly $2.9 billion in annual revenue.
ENVIRI CORP: Moody's Alters Outlook on 'B1' CFR to Negative
-----------------------------------------------------------
Moody's Ratings affirmed the ratings of Enviri Corporation (Enviri,
fka Harsco Corporation), including the B1 corporate family rating
and B1-PD probability of default rating. Concurrently, Moody's
affirmed the Ba3 rating on the existing senior secured bank credit
facility, consisting of the company's revolving credit facilities
expiring in 2026 and 2029 and term loan due in 2028, and affirmed
the B3 rating on the senior unsecured notes. Moody's also changed
the outlook to negative from stable. The SGL-3 speculative grade
liquidity rating remains unchanged.
The negative outlook reflects continuing execution risks, primarily
in the company's rail business, driven by challenges in delivering
on certain key European rail contracts that have led to high costs
and weak free cash flow. Enviri is negotiating with these customers
to reduce the risk of losses, for which it has recorded forward
loss provisions resulting from supply chain issues and higher
manufacturing costs. However, the timing to resolve the rail
business challenges remains uncertain. Failure to resolve these
issues will result in weaker operating results and prolong Enviri's
negative free flow. The company is also facing pressure in its
steel production end markets amid continuing macro headwinds.
RATINGS RATIONALE
The affirmation of the B1 CFR reflects Enviri's sizeable services
under contract and order backlog that provide revenue visibility,
underpinned by longstanding customer relationships. Additionally,
the company is well positioned in its Clean Earth (CE) and Harsco
Environmental (HE) business segments, which have high barriers to
entry and diversification by region, end market and customer.
However, Enviri operates in a fragmented and competitive landscape
for its environmental services. Demand is driven in part by the
need for customers to comply with environmental waste regulations.
The backlog and demand fundamentals at CE, including recurring
waste volumes, will help offset lower revenue at HE through 2025
following recent divestitures and certain site exits amid slow
global steel production end markets.
The rating also reflects Enviri's high leverage and cyclical
exposure in HE. Sales in this segment are correlated with steel
production volumes and sensitive to prolonged slowdowns in steel
mill production or excess production capacity. Steel production
remains subdued in most regions globally, including Europe, amid
weak economic growth, cheaper alternatives from Asia and rising
geopolitical tensions and the threat of tariffs. This is tempered
by higher volumes in fast-growing areas such as India and the
Middle East. The company continues to face the risk of losses on
its large European rail contracts. Labor and material cost
inflation will exert margin pressure over the next year. However,
Moody's expects CE's higher pricing, volume growth and efficiency
initiatives to help offset the cost pressures and support modest
margin expansion into 2026. HE's new contract wins and efficiency
actions will also support results. Moody's expects Enviri's
debt-to-EBITDA to remain near 5x through 2025 and improve through
2026. The leverage ratio includes Moody's standard adjustments for
pension and leases as well as an A/R securitization, which was $150
million at December 31, 2024.
Moody's expects Enviri to maintain adequate liquidity over the next
year, as reflected by the SGL-3 speculative grade liquidity rating.
This is supported by a cash balance of over $100 million and
Moody's expectations for the company to maintain ample revolver
availability. However, Moody's expects negative free cash flow
(cash flow from operations less dividends and capex) to continue in
the near term before turning positive in 2026. The improvement will
be aided by earnings growth, reduced pension contributions and some
rail milestone payments over the next 12-18 months. There are no
near term debt maturities except for scheduled term loan
amortization of $5 million annually. The $625 million revolving
facility expiring in 2029 had approximately $220 million available,
net of borrowings and about $30 million in letters of credit at
December 31, 2024. The revolver will likely be drawn for working
capital needs. The company's $50 million revolver tranche expiring
in March 2026 had $30 million drawn. Moody's expects these amounts
to be repaid in the near term. Enviri's amendment in February 2025
to loosen covenants will moderately increase the headroom.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with good operational execution,
demonstrated by consistent top line growth and meaningfully
stronger metrics. Quantitatively, Moody's would expect to see
adjusted debt-to-EBITDA sustained below 4x, adjusted EBIT to
interest expense above 2x and EBIT margin improving and sustained
above 6.5% for a ratings upgrade. The maintenance of good
liquidity, including consistent positive free cash flow along with
ample revolver availability and covenant headroom, would also be
required for an upgrade.
The ratings could be downgraded if debt-to-EBITDA remains above 5x,
margins decline due to execution challenges or weakening business
fundamentals, or EBIT to interest is sustained below 1x. Any
deterioration in liquidity, including weaker than expected free
cash flow or declining headroom in complying with covenants, could
also result in a ratings downgrade. A meaningful increase in
expected losses related to continued delays on delivering under key
European rail contracts or the company's inability to execute on
its plan related to these contracts would also drive a ratings
downgrade. Lastly, evidence of a more aggressive posture on capital
allocation, including debt funded acquisitions or dividends that
weaken the metrics could also drive a ratings downgrade.
The principal methodology used in these ratings was Environmental
Services and Waste Management published in August 2024.
Enviri Corporation, headquartered in Philadelphia, PA, is a global
provider of environmental solutions for industrial and specialty
waste streams through Harsco Environmental and Clean Earth business
segments, and innovative equipment and technology for the rail
sector through Harsco Rail. Revenue was approximately $2.3 billion
for the year ended December 31, 2024.
FAMILY SOLUTIONS: Gets Extension to Access Cash Collateral
----------------------------------------------------------
Family Solutions of Ohio, Inc. received seventh interim approval
from the U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, to use cash collateral.
The seventh interim order authorized Family Solutions of Ohio to
use cash collateral for operating expenses in accordance with its
budget. Any expenditure exceeding 10% of the budget requires
written consent from the merchant cash advance lenders.
Family Solutions of Ohio projects total operational expenses of
$384,810.51 for March.
The lenders will receive post-petition replacement liens on all of
the collateral securing the indebtedness with the same validity,
priority, and enforceability as their pre-bankruptcy liens.
The seventh interim order will remain in full force and effect
until the earlier of April 2; termination of the order; or the
filing of a notice of default.
The next hearing will be held on April 2.
About Family Solutions of Ohio
Family Solutions of Ohio, Inc. filed voluntary Chapter 11 petition
(Bankr. E.D.N.C. Case No. 24-03043) on September 5, 2024, listing
between $1 million and $10 million in both assets and liabilities.
John Hopkins, Jr., vice president of Family Solutions of Ohio,
signed the petition.
Judge Pamela W. Mcafee oversees the case.
The Debtor is represented by Jason L. Hendren, Esq., and Rebecca F.
Redwine, Esq., at Hendren Redwine & Malone, PLLC.
FLUENT INC: Reports Unaudited Net Loss of $29.3 Million in FY24
---------------------------------------------------------------
Fluent, Inc. reported unaudited results for the fourth quarter and
fiscal year ended December 31, 2024. These results are preliminary
and subject to ongoing audit procedures.
Donald Patrick, Fluent's Chief Executive Officer, commented, "In
the fourth quarter and full year 2024 we continued to execute on
our strategic pivot into our Commerce Media Solutions business. As
part of this repositioning, we discontinued the ACA business in the
third quarter of 2024, and due to a change in estimate driven by a
higher than anticipated attrition rate partly related to the
continuing impacts of regulatory challenges in the marketplace, we
recorded a write-down of accounts receivables and an equal offset
of revenue of $2.5 million in Q4. The impact of this $2.5 million
write-down is reflected equally in consolidated revenue, gross
profit, and net loss. Most important, the core driver to our
evolving business model - Commerce Media Solutions - is performing
exceptionally well, with revenue increasing 139% year-over-year to
$17.2 million in the fourth quarter, and 284% over full year 2023
to $41.3 million supported by the addition of top-tier media
partners throughout 2024. With our visibility today, we expect to
continue the trend of triple-digit year-over-year revenue growth of
our Commerce Media Solutions business in 2025."
Mr. Patrick concluded, "We are pleased with the increasing momentum
of our growth strategies this year and are confident about the
trajectory of our business as we build a more predictable,
profitable and valuable business over time."
Fourth Quarter Highlights (Unaudited):
* Revenue of $65.4 million, a decrease of 10.1% compared to
$72.8 million in Q4 2023
* Owned and Operated revenue decreased 23% to $38.2 million
compared to $49.9 million in Q4 2023 as the Company executed its
shift in focus and revenue mix to higher margin Commerce Media
Solutions
* Commerce Media Solutions revenue increased 139% to $17.2
million compared to $7.2 million in Q4 2023
* Net loss of $3.4 million, or $0.19 per share, compared to
net loss of $1.9 million, or $0.14 per share, for Q4 2023. Net loss
represented 5.2% of revenue for Q4 2024.
* Gross profit (exclusive of depreciation and amortization) of
$13.9 million, a decrease of 33.3% over Q4 2023 and representing
21% of revenue. The Company's growing Commerce Media Solutions
business reported gross profit (exclusive of depreciation and
amortization) of $6.7 million, representing 39% of revenue, for Q4
2024, up from 18% of revenue in Q4 2023.
* Media margin of $16.5 million, a decrease of 31.4% over Q4
2023 and representing 25.3% of revenue. The Company's growing
Commerce Media Solutions business reported media margins of 39.3%
for Q4 2024, up from 18.5% in Q4 2023.
* Adjusted EBITDA of negative $1.7 million, a decrease of $4.2
million compared to Q4 2023 and representing 2.6% of revenue
* Adjusted net loss of $3.3 million, or $0.18 per share,
compared to adjusted net loss of $0.4 million, or $0.03 per share,
for Q4 2023
* Revenue, net loss, gross profit, media margin, adjusted
EBITDA and adjusted net loss were all impacted by a $2.5 million
write-down during the fourth quarter associated with the previously
discontinued ACA business. This write-down caused adjusted EBITDA
to be negative for the quarter.
Full-Year 2024 Highlights (Unaudited):
* Revenue of $254.6 million, a decrease of 14.7% compared to
$298.4 million in 2023
* Owned and Operated revenue decreased 29% to $168.4 million
compared to $235.7 million in 2023 as the Company executed its
shift in focus and revenue mix to higher margin Commerce Media
Solutions
* Commerce Media Solutions revenue increased 284% to $41.3
million compared to $10.7 million in 2023
* Net loss of $29.3 million, or $1.80 per share, compared to
net loss of $63.2 million, or $4.59 per share, for the prior year.
Net loss represented 11.5% of revenue for 2024.
* Gross profit (exclusive of depreciation and amortization) of
$60.8 million, a decrease of 22.6% over 2023 and representing 24%
of revenue. The Company's growing Commerce Media Solutions business
reported gross profit (exclusive of depreciation and amortization)
of $14.3 million, representing 35% of revenue, for the twelve
months ended December 31, 2024, up from 8% of revenue, for the
twelve months ended December 31, 2023.
* Media margin of $72.5 million, a decrease of 20.6% over
prior year and representing 28.5% of revenue. The Company's growing
Commerce Media Solutions business reported media margins of 35.1%
for 2024, up from 8.5% for 2023.
* Adjusted EBITDA of negative $5.6 million, a decrease of
$12.4 million compared to 2023 and representing 2.2% of revenue
* Adjusted net loss of $18.5 million, or $1.14 per share,
compared to adjusted net income of $7.2 million, or $0.52 per
share, for the prior year
Business Outlook & Goals:
* Further establish Fluent's Commerce Media Solutions business
as a leader in the performance marketing sector among both media
partners and advertisers to capitalize on the growing demand for
this advertising channel across numerous high volume market
verticals.
* Drive double-digit revenue growth, improvement in net loss
as compared to 2024, and positive adjusted EBITDA for full-year
2025 supported by the growth of Fluent's Commerce Media Solutions.
These improvements are expected to occur in the second half of 2025
as Commerce Media Solutions continues to scale as a percentage of
consolidated revenue.
* Leverage 14-year leadership position at the forefront of
customer acquisition and robust database of first-party user data
to differentiate Fluent from competitors in the commerce media
space.
Update on SLR Credit Facility:
"On January 30, 2025, we entered into a letter agreement with
Crystal Financial LLC D/B/A SLR Credit Solutions, as administrative
agent, lead arranger and bookrunner, pursuant to which SLR extended
the deadline for delivery of the compliance certificate required
under the credit agreement for the fiscal month ended December 31,
2024, and the related notice of default, to March 4, 2025, while
the parties negotiate a fourth amendment to the credit agreement."
"While we expect to enter into a fourth amendment to the credit
agreement, there can be no assurance that we will be able to enter
into definitive agreements for such amendment prior to March 4,
2025 or that such deadline will be extended if we are unable to
enter into any such agreement. We have not always met our
projections in recent quarters, and we do not expect to be in
compliance with the existing financial covenants during the next
twelve months under our current credit agreement. In the near term,
we expect we will need to raise additional capital, but there can
be no assurance that additional capital will be available when
needed."
"The financial statements included in our Form 10-Q for the three
months ended September 30, 2024 contained a note expressing
substantial doubt about our ability to continue as a going concern
over the subsequent twelve months. This determination will be
reevaluated at the issuance date of our Form 10-K for the fiscal
year ended December 31, 2024 based on the status of the credit
agreement, as potentially amended, in place at that time, our
anticipated ability to satisfy covenants contained in such
agreement, and other factors consistent with GAAP."
About Fluent Inc.
Fluent, Inc. -- https://www.fluentco.com -- is a digital marketing
services company specializing in customer acquisition. The Company
operates highly scalable digital marketing campaigns that connect
advertiser clients with their target consumers. The Company's
services leverage both its owned and operated digital media
properties and auxiliary syndicated performance marketplace
products. In 2023, the Company delivered data-driven,
performance-based customer acquisition services for over 500
consumer brands, direct marketers, and agencies across various
industries, including Media & Entertainment, Financial Products &
Services, Health & Life Sciences, Retail & Consumer, and Staffing &
Recruitment.
Fluent said in its Quarterly Report on Form 10-Q for the period
ended Sept. 30, 2024, that "Based on current projections, the
Company expects to be in compliance with the new financial
covenants for each of the quarters in the 12 months following the
issuance date of this Quarterly Report on Form 10-Q. However, the
Company has not met its projections for certain recent quarters, so
there can be no assurance that the Company will meet its
projections in the future. If during any fiscal quarter, the Credit
Parties do not comply with any of their financial covenants, such
non-compliance would result in an event of default that would give
SLR the right to accelerate maturities. Additionally, if the
Company fails to raise capital in at least the amount required
under the Third Amendment by November 29, 2024, such failure would
also result in an event of default. In such case, the Company would
not have sufficient funds to repay the SLR Term Loan … and the
SLR Revolver…In addition, even if the Company is able to raise
additional capital as required by the Third Amendment, there is no
assurance that such capital plus the available cash plus borrowing
base on the SLR Revolver will be sufficient to fund operations over
the next 12 months. If needed, the Company will consider
implementing other cost-saving measures, but there is no guarantee
that such plans would be successfully executed or have the expected
benefits. As a result, management concluded that there is
substantial doubt about the Company's ability to continue as a
going concern for one year after the date of this Quarterly Report
on Form 10-Q."
As of Sept. 30, 2024, Fluent Inc. had $95.95 million in total
assets, $75.97 million in total liabilities, and $19.98 million in
total shareholders' equity.
FOCUS UNIVERSAL: Posts $3.2 Million Net Loss in FY 2024
-------------------------------------------------------
Focus Universal Inc. filed its Annual Report on Form 10-K with the
Securities and Exchange Commission, reporting a net loss of
$3,200,138 on total revenues of $398,137 for the year ended
December 31, 2024, compared to a net loss of $4,718,142 on $440,543
of total revenue for the year prior.
Los Angeles, Calif.-based Weinberg & Company, P.A, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated February 28, 2025, citing that the Company has
suffered recurring losses from operations and has experienced
negative cash flows from operating activities that raise
substantial doubt about its ability to continue as a going
concern.
In addition, the Company had an accumulated deficit of $25,782,308
and $22,582,170 as of December 31, 2024 and 2023, respectively, and
negative cash flow from operating activities of $4,656,754 and
$3,528,762 for the years ended December 31, 2024 and 2023,
respectively.
At December 31, 2024, the Company had cash and cash equivalents,
and short-term investments, in the amount of $3,613,978. The
ability to continue as a going concern is dependent on the Company
attaining and maintaining profitable operations in the future and
raising additional capital to meet its obligations and repay its
liabilities arising from normal business operations when they come
due. Since inception, the Company has funded its operations
primarily through equity and debt financings, and it expects to
continue to rely on these sources of capital in the future. No
assurance can be given that any future financing will be available
or, if available, that it will be on terms that are satisfactory to
the Company. Even if the Company is able to obtain additional
financing, it may contain undue restrictions on our operations, in
the case of debt financing, or cause substantial dilution for our
stockholders, in case of equity financing, or grant unfavorable
terms in future licensing agreements.
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/mr2y3aj8
About Focus Universal
Focus Universal Inc. (NASDAQ: FCUV) is a provider of patented
hardware and software design technologies for Internet of Things
(IoT) and 5G. The company has developed five disruptive patented
technology platforms with 28 patents and patents pending in various
phases and 8 trademarks pending in various phases to solve the
major problems facing hardware and software design and production
within the industry today. These technologies combined to have the
potential to reduce costs, product development timelines, and
energy usage while increasing range, speed, efficiency, and
security.
As of December 31, 2024, the Company had $4,080,313 in total
assets, $885,089 in total liabilities, and $3,195,224 in total
stockholders' equity.
FORTREA HOLDINGS: Moody's Puts 'B1' CFR on Review for Downgrade
---------------------------------------------------------------
Moody's Ratings placed Fortrea Holdings Inc's ratings on review for
downgrade, including the B1 corporate family rating, the B1-PD
probability of default rating and the B1 rating of senior secured
credit facilities and notes. The SGL-3 Speculative Grade Liquidity
Rating (SGL) remains unchanged. In tandem, Moody's revised
Fortrea's outlook to rating under review from negative.
The review for downgrade reflects Moody's concerns that erosion in
profitability and cash flow will result in rising financial
leverage and a weaker credit profile. This follows the company's
recent earnings report that included challenges related to slower
conversion of booked business into revenue, less favorable revenue
mix (pre-spin projects vs. post-spin awards), as well as higher
cost to establish stand-alone operations, and guidance for 2025
that reflects a continuation of these pressures.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Notwithstanding the ratings review, Fortrea's B1 Corporate Family
Rating considers the company's high financial leverage. The rating
also reflects ongoing headwinds in profitability underpinned by
margin compression and less favorable revenue mix. Fortrea's rating
also encompasses the risks inherent in the pharmaceutical services
industry, including project delays and cancellations. The company
benefits from its considerable size, geographic footprint, and
established market position as a pharmaceutical contract research
organization (CRO).
The review will focus on the path of reversal of Fortrea's negative
operating trends, including its plans to mitigate slower conversion
of booked business into revenue and less favorable project mix with
expense reductions. The review will also focus on the company's
ability to manage headwinds to liquidity, reflected by negative
free cash flow and the potential for increasing reliance on its
revolving credit facility for operational needs in 2025. The review
will also consider the company's position as a sizeable contract
research organization with longstanding customer relationships and
good customer diversity.
Fortrea Holdings Inc - headquartered in Durham, NC - is a leading
global contract research organization ("CRO") providing
comprehensive phase I through IV biopharmaceutical product and
medical device services to pharmaceutical, biotechnology and
medical device organizations. Fortrea Holdings Inc. was spun off
from Labcorp in June 2023. Revenue for the twelve months ended
December 31, 2024, pro forma for divestitures of Endpoint Clinical
and Patient Access was approximately $2.7 billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
FORTRESS HOLDINGS: Gets Final OK to Use Cash Collateral
-------------------------------------------------------
Fortress Holdings, LLC received final approval from the U.S.
Bankruptcy Court for the District of New Jersey to use cash
collateral.
The final order authorized the company to use cash collateral to
pay the expenses set forth in its 90-day budget.
As protection, Bogota Savings Bank, a secured creditor, was granted
a replacement lien on all property of the company. In case of any
diminution in the value of its collateral, the bank will be granted
a superpriority administrative expense claim senior to all claims
against the company.
Bogota Savings Bank asserts $15,754,206.42 in claims as of Dec. 1,
2024. The claim is secured by liens on some of Fortress Holdings'
assets.
About Fortress Holdings
Fortress Holdings, LLC, a company in Totowa, N.J., filed Chapter 11
petition (Bankr. D. N.J. Case No. 25-10977) on January 30, 2025,
listing up to $50 million in both assets and liabilities. Paul
Qassis, managing member of Fortress Holdings, signed the petition.
Judge Vincent F. Papalia oversees the case.
Richard D. Trenk, Esq., at Trenk Isabel Siddiqi & Shahdanian P.C.,
represents the Debtor as legal counsel.
Bogota Savings Bank, as secured creditor, is represented by:
David H. Stein, Esq.
Wilentz, Goldman & Spitzer, P.A.
90 Woodbridge Center Drive
Suite 900, Box 10
Woodbridge, NJ 07095
Telephone: 732-855-6126
Facsimile: 732-726-6570
Email: dstein@wilentz.com
FREE COURTESY: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: Free Courtesy Shuttle, LLC
1178 Broadway, 3rd Floor #374
New York, NY 10001
Business Description: Free Courtesy Shuttle is a single asset real
estate debtor, as defined in 11 U.S.C.
Section 101(51B).
Chapter 11 Petition Date: February 27, 2025
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 25-41003
Debtor's Counsel: Joshua Bronstein, Esq.
THE LAW OFFICES OF JOSHUA R. BRONSTEIN &
ASSOCIATES, PLLC
114 Soundview Drive
Port Washington NY 11050
Tel: (516) 698-0202
Email: jbrons5@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Periklis Dervas as managing member.
The Debtor has listed Wilmington Trust, c/o Frenkel Lambert Weiss
Weisman & Gordon LLP, 53 Gibson Street, Bay Shore, NY 11706, as its
only unsecured creditor, which has a claim of approximately
$200,000.
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/VOPDSTA/Free_Courtesy_Shuttle_LLC__nyebke-25-41003__0004.0.pdf?mcid=tGE4TAMA
GAUCHO GROUP: Seeks to Hire Alvarez & Marsal as Appraisal Expert
----------------------------------------------------------------
Gaucho Group Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Alvarez &
Marsal Valuation Services, LLC as valuation and appraisal experts.
The firm will render these services:
a. provide valuation of its real and personal property that is
subject to the disputed security agreement and UCC-1 financing
statement;
b. prepare a valuation report for its real and personal
property; and
c. provide testimony regarding the valuation in this matter.
The firm's professionals will be paid at these hourly rates:
Managing Director $600
Senior Director $505
Director $420
Manager $370
Senior Associate $320
Associate $240
The firm received a retainer in the amount of $10,000.
Steven J. Kurtz, a managing director at Alvarez & Marsal, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Steven J. Kurtz, CRE
Alvarez & Marsal Valuation Services, LLC
600 Madison Avenue, 8th Floor
New York, NY 10022
About Gaucho Group Holdings, Inc.
Gaucho Group Holdings Inc operates as a holding company. The
Company, through its subsidiaries, provides luxury real estate and
consumer marketplace with collection of wine, hospitality, fashion
brands, and real estate holdings. Gaucho Group Holdings serves
customers in the United States and Argentina.
Gaucho Group Holdings Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fl. Case No. 24-bk-21852) on
November 12, 2024. At the time of filing, the Debtor estimated
$10,000,001 to $50 million in both assets and liabilities.
Judge Laurel M Isicoff handles the case.
Nathan G Mancuso, Esq. at Mancuso Law, P.A. represents the Debtor
as counsel.
GENESIS ENERGY: Moody's Alters Outlook on 'B2' CFR to Positive
--------------------------------------------------------------
Moody's Ratings affirmed Genesis Energy, L.P.'s B2 Corporate Family
Rating, B2-PD Probability of Default Rating and B3 ratings on its
existing senior unsecured notes. Concurrently, Moody's changed the
company's rating outlook to positive from stable.
These actions follow the divestiture of Genesis Energy's soda ash
business for an implied enterprise value of $1.425 billion. The
company intends to use the vast majority of the $1.0 billion cash
proceeds to redeem outstanding debt and preferred shares, which
immediately reduces the level of financial leverage of the
company.
"The positive outlook reflects Genesis Energy's improved financial
position following the divestiture of its soda ash business," says
Thomas Le Guay, a Moody's Ratings Vice President. "Moody's expects
the company's financial profile to continue to improve gradually as
earnings from its expanded offshore transportation business start
ramping up in the second quarter of 2025."
RATINGS RATIONALE
The divestiture of the soda ash business will immediately bring
leverage down to around 6.2x debt/EBITDA (after Moody's
adjustments), from 6.7x as of December 31, 2024. The positive
outlook reflects Moody's expectations that Genesis Energy will
gradually reduce and maintain its leverage below 5.0x over the
course of 2025 and into 2026.
Genesis Energy's B2 CFR benefits from the scale of its primary
businesses, a meaningful proportion of fee-based cash flow, and a
degree of business line diversification relative to its size, with
offshore pipeline transportation, marine transportation, sulfur
services and onshore facilities & transportation operations. The
company will benefit from higher earnings from its expanded
offshore transportation business starting in the second quarter of
2025 following the completion of new offshore wells that will
increase throughput volumes, and from the continued strong
performance of its marine transportation business. Combined with
the completion of the company's large capital expansion programs,
these higher earnings will result in meaningful positive free cash
flow starting in the second half of 2025.
Genesis Energy's CFR continues to be constrained by the company's
high level of financial leverage, which Moody's expects to continue
to gradually reduce following the divestiture. Moody's expects the
company's offshore pipeline transportation segment to recover in
2025 following a series of operational issues at the producer level
in the latter half of 2024.
The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectations that Genesis Energy will have adequate liquidity over
the next 12 to 18 months, supported by cash flow from operations
and full availability under its $800 million revolving credit
facility following the divestiture. The revolver matures in
September 2028 (springing to November 2027 so long as more than
$150 million of the February 2028 notes remain outstanding). The
credit facility has three financial covenants (1) a maximum
consolidated leverage ratio of 5.50x; (2) a maximum senior secured
leverage ratio of 2.50x; and (3) a minimum interest coverage ratio
of 2.50x. The company received the following temporary covenant
waivers: a maximum of 5.75x through September 30, 2025 for the
consolidated leverage ratio; and a minimum of 2.00x through
December 31, 2025, 2.25x from and after December 31, 2025 through
December 31, 2026 for the interest coverage ratio. Moody's expects
Genesis Energy to remain in compliance with its financial covenants
over the next 12 to 18 months, with modest cushion that should
improve if it delivers on anticipated EBITDA growth. Following the
repayment of the 2027 notes, the company's next debt maturity will
be $679 million of notes due in February 2028. Substantially all of
Genesis Energy's assets are currently pledged as security under the
revolver which limits the extent to which asset sales could provide
additional sources of liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Genesis Energy's businesses
exhibit steady earnings growth and Debt to EBITDA is sustained at
or below 5.0x. The ratings could be downgraded if Genesis Energy's
core business fundamentals deteriorate, it generates greater than
expected negative free cash flow or does not execute on growth
projects, Debt to EBITDA does not decline below 6.0x on a sustained
basis, interest coverage does not rise above 2.0x.
Genesis Energy, L.P., headquartered in Houston, Texas, is a master
limited partnership (MLP) with midstream assets located in the US
Gulf Coast region. The company conducts a wide variety of
operations through four different business segments: offshore
pipeline transportation, sulfur services, onshore facilities &
transportation, and marine transportation.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
GLOBALSTAR INC: Net Loss Widens to $63.2 Million in FY 2024
-----------------------------------------------------------
Globalstar Inc. filed its Annual Report on Form 10-K with the
Securities and Exchange Commission, reporting a net loss of $63.2
million on total revenues of $250.3 million for the year ending
December 31, 2024, compared to a net loss of $24.7 million on
$223.8 million of total revenue for the year prior.
As of December 31, 2024, the Company had $1.7 billion in total
assets, $1.4 billion in total liabilities, and $358.9 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/5yns2ka6
About Globalstar Inc.
Headquartered in Covington, Louisiana, Globalstar Inc. provides
Mobile Satellite Services including voice and data communications
services globally via satellite. The Company offers these services
over its network of in-orbit satellites and its active ground
stations, which the Company refers to collectively as the
Globalstar System. In addition to supporting Internet of Things
data transmissions in a variety of applications, the Company
provides reliable connectivity in areas not served or underserved
by terrestrial wireless and wireline networks and in circumstances
where terrestrial networks are not operational due to natural or
man-made disasters.
* * *
Egan-Jones Ratings Company on January 15, 2025, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Globalstar, Inc. to CCC- from CC.
GLOBALSTAR INC: Registers Additional 2.53M Shares Under Equity Plan
-------------------------------------------------------------------
Globalstar, Inc. filed a Registration Statement on Form S-8 with
the U.S. Securities and Exchange Commission to register an
additional 2,528,496 shares of its common stock, par value $0.0001
per share, that may be issued to eligible participants under the
Third Amended and Restated Globalstar, Inc. 2006 Equity Incentive
Plan. Accordingly, the contents of the Registration Statements on
Form S-8 filed by the Registrant with the U.S. Securities and
Exchange Commission on April 10, 2024 (File No. 333-278606) and on
May 18, 2023 (File No. 333-272071).
A full-text copy of the Registration Statement is available at:
https://tinyurl.com/mr3akxat
About Globalstar Inc.
Headquartered in Covington, Louisiana, Globalstar Inc. provides
Mobile Satellite Services including voice and data communications
services globally via satellite. The Company offers these services
over its network of in-orbit satellites and its active ground
stations, which the Company refers to collectively as the
Globalstar System. In addition to supporting Internet of Things
data transmissions in a variety of applications, the Company
provides reliable connectivity in areas not served or underserved
by terrestrial wireless and wireline networks and in circumstances
where terrestrial networks are not operational due to natural or
man-made disasters.
* * *
Egan-Jones Ratings Company on January 15, 2025, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Globalstar, Inc. to CCC- from CC.
GROUP RESOURCES: Creditors to Get Proceeds From Liquidation
-----------------------------------------------------------
Group Resources Acquisitions, LLC, and affiliates filed with the
U.S. Bankruptcy Court for the Northern District of Georgia a First
Amended Disclosure Statement concerning Joint Plan of
Reorganization dated February 24, 2025.
The Debtors are all third-party administrators ("TPAs") for single
employers who have self-funded health plans, and provided
associated services such as stop loss placement and consulting. A
TPA is a company that provides operational services, such as
medical claims processing, under a contract to another company.
The Debtors' bankruptcy filings were largely caused by revelations
of misappropriation, embezzlement, or misuse of funds.
The Debtors believe that starting no later than January 2017, Mr.
Obermeyer, the former CFO of each of the Debtor entities, began
embezzling or misusing the Debtors' funds, as well as the funds of
certain of the Debtors' clients that had been entrusted to the
Debtors by those clients. This activity impacted all Debtors other
than Group Resources Acquisitions from January 2017 until the
formation of Group Resources Acquisitions in October 2018. After
Group Resources Acquisitions was formed in October 2018, Mr.
Obermeyer also began embezzling or misusing funds from Group
Resources Acquisitions and its clients.
The Debtors filed these Chapter 11 Cases: (i) to provide the
Debtors with the ability and time to continue to administer health
plans for their remaining clients, (ii) to assist those clients who
are transitioning to different third-party administrators but who
needed additional time and assistance, (iii) to obtain time to
continue exploring sales of lines of business that can be sold, and
(iv) to pursue the rights to recover from wrongdoers for the
benefit of all claimants.
The Debtors had cash on hand in the amount of approximately
$721,000 as of November 30, 2024. By the estimated Effective Date
of the Plan, the projected cash balance will be approximately
$75,000 due to previously incurred attorney's fees and expenses,
the expected attorney's fees and expenses not yet incurred but
anticipated, previously incurred Chief Restructuring Officer
("CRO") fees and expenses, the expected CRO fees and expenses not
yet incurred but anticipated, costs of serving the Plan, Ballots,
and hearing notice on all creditors, and costs for other ongoing
matters such as preparing monthly operating reports, paying U.S.
Trustee quarterly fees, and similar expenses.
Shortly prior to filing the Chapter 11 Cases, Debtors sold a number
of accounts to an unrelated TPA. The purchaser of those accounts is
obligated to pay the Debtors for the number of lives who remain in
service with the purchaser at agreed-upon intervals. Debtors expect
the amount to be received to be approximately $50,400.
The Plan is a plan of liquidation. The Plan would effectuate a
liquidation of the Debtors' Estate Assets to Cash and distribute
those proceeds to holders of Allowed Claims. If the Bankruptcy
Court confirms the Plan, an Estate Trustee will be appointed as
trustee of the Estate Trust. The PAT Trustee will be appointed as
trustee of the Private Actions Trust.
The Plan is a joint plan proposed by each Debtor. It will not
substantively consolidate the Debtors and each Debtor will remain
an independent legal entity after Plan confirmation. However, while
the Debtors are not being substantively consolidated, substantially
all Estate Assets will be vested in the Estate Trust on the
Effective Date and creditors of each Debtor will receive beneficial
interests in the Estate Trust equal to their Allowed Claim against
any of the Debtors. Thus, all holders of Unsecured Claims against
each of the Debtors will receive similar treatment under the Plan.
Class 3 consists of all Allowed Unsecured Claims that are PAT
Eligible. Each holder of an Allowed General Unsecured Claim in
Class 3 shall be entitled to receive such holder's pro rata share
of Cash available after payment of or reserve for Allowed Claims
described in the Plan on the later of: (a) the date or dates
determined by the Estate Trustee, to the extent there is Cash
available for distribution in the judgment of the Estate Trustee,
having due regard for the anticipated and actual expenses, and the
likelihood and timing of the process of liquidating or disposing of
the Assets; and (b) the date on which such Claim becomes Allowed.
In calculating the pro rata share of Cash for distribution, the
Estate Trustee shall account for all General Unsecured Claims in
both Classes 3 and 4.
Class 4 consists of all Allowed General Unsecured Claims that are
not PAT Eligible. Each holder of an Allowed General Unsecured Claim
in Class 4 shall be entitled to receive such holder's pro rata
share of Cash available after payment of or reserve for Allowed
Claims described in the Plan the later of: (a) the date or dates
determined by the Estate Trustee, to the extent there is Cash
available for distribution in the judgment of the Estate Trustee,
having due regard for the anticipated and actual expenses, and the
likelihood and timing of the process of liquidating or disposing of
the Assets; and (b) the date on which such Claim becomes Allowed.
Each holder of an Interest will not receive any distribution on
account of such Interest. Each holder of an Interest shall not
receive or retain an Interest or other property or interests of the
Debtors on account of such Interest.
A full-text copy of the First Amended Disclosure Statement dated
February 24, 2025 is available at https://urlcurt.com/u?l=uB36qd
from PacerMonitor.com at no charge.
Counsel for the Debtor:
Michael D. Robl, Esq.
Maxwell W. Bowen
Robl Law Group, LLC
3754 Lavista Road, Suite 250
Tucker, GA 30084
Tel: (404) 373-5153
Fax: (404) 537-1761
Email: michael@roblgroup.com
max@roblgroup.com
About Group Resources Acquisitions
Group Resources Acquisitions, LLC and its affiliates, Group
Resources of Iowa, LLC and Employee Benefits Concepts, Inc. filed
Chapter 11 petitions (Bankr. N.D. Ga. Case Nos. 24-59671, 24-59675
and 24-59673) on September 13, 2024. Another affiliate, Group
Resources Incorporated, filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ga. Case No. 24-59729) on Sept. 16, 2024. The cases
are jointly administered under Case No. 24-59671.
At the time of the filing, Group Resources Acquisitions reported up
to $10 million in assets and up to $50,000 in liabilities.
Judge Sage M. Sigler oversees the cases.
The Debtors are represented by Michael D Robl, Esq., at Robl Law
Group, LLC.
HAWAIIAN ELECTRIC: S&P Alters Outlook to Pos., Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating (ICR) on
Hawaiian Electric Industries Inc. (HEI) and its subsidiaries HECO,
HELCO, and MECO. We also affirmed our 'B' short-term rating on HEI
and HECO, including HEI's commercial paper.
S&P said, "Our positive outlooks reflect the increased likelihood
that the global wildfire settlement will be finalized in its
current form, limiting the extent of liabilities for HEI and its
subsidiaries due to the 2023 Maui wildfires.
"We view the Hawaii Supreme Court's decision as supportive of HEI's
and its subsidiaries' credit quality. Based on the court's
decision, insurance companies seeking to recover amounts paid to
settling plaintiffs, cannot separately sue the defendants,
including HEI and HECO, for amounts beyond the settlement agreement
(previously reached in November 2024) between the plaintiffs and
defendants. The court's ruling increases the likelihood that the
global settlement will finalize in its current form, potentially
limiting HEI's exposure related to the 2023 Maui wildfires at $1.99
billion, without any additional liabilities beyond our base case
expectations.
"We expect a final judicial approval for the finalized settlement
by year-end 2025. Key near-term developments include legislative
approval of the state's contribution toward the settlement fund and
an agreement between the plaintiffs and the insurance subrogation
claims regarding the sharing of the settlement funds. In addition,
we expect HEI to implement a long-term capital financing plan to
fund its share of the remaining settlement payments (approximately
$1.43 billion) in a credit-supportive manner, demonstrate
consistent capital market access, and manage litigation risk in
line with our base case expectations.
"We revised our liquidity assessment for HEI and HECO to adequate
from less than adequate. This reflects the recent 90.1% equity
stake sale of ASB to a group of investors, raising approximately
$384 million, and improving the company's consolidated liquidity
profile. HEI has also taken recent steps to improve its liquidity
position, including raising approximately $558 million in 2024
through its equity issuance. Our revised liquidity assessment
further reflects increased confidence that the global wildfire
settlement will get finalized in its current form, resulting in no
material developments over the next 12 months that may pressure
HEI's liquidity position. Overall, HEI collectively has a
consolidated cash balance of about $750 million as of Dec 31, 2024
and around $492 million in restricted cash (including proceeds from
equity issuance). The company also has access to a $250 million
asset-based lending facility that became effective in July 2024.
This compares to consolidated debt maturities of about $157 million
over the next 12 months (including short-term debt)."
The positive outlooks on HEI and its subsidiaries reflect the
increased likelihood that the global wildfire settlement will be
finalized in its current form, limiting the extent of liabilities
for HEI and its subsidiaries due to the 2023 Maui wildfire.
Although unlikely, S&P could revise the outlook on HEI and its
subsidiaries to negative over the next 12 months if the company's
credit quality weakens. This could stem from unforeseen events that
cause the current settlement related to the 2023 Maui wildfires to
unravel.
S&P could raise its ratings on HEI and its subsidiaries by one or
more notches over the next 12 months if:
-- Finalization of the Maui wildfire settlement is consistent with
S&P's base-case expectations;
-- There is confirmation of a credible plan to finance the
remaining settlement payments in a credit supportive manner; and
-- The company's regulatory construct remains supportive of credit
quality.
Environmental factors are a negative consideration in S&P's credit
rating analysis of HEI and its subsidiaries, reflecting
above-average physical risk, including risks from wildfires,
tsunamis, volcanoes, and floods. HECO's service territory suffered
a devastating wildfire in 2023, and the company has as of 2024
began implementing public safety power shutoffs to mitigate this
risk. In addition, HECO's exposure to about 65% oil and coal
generation exposes the company to energy transition risk. However,
this is only partially mitigated by the state's renewable portfolio
standard program, requiring HECO to derive 100% of its energy from
renewable sources by 2045.
HEART OF GOLD: Court Extends Cash Collateral Access to April 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
extended Heart of Gold Home Care, LLC's authority to use cash
collateral until April 28.
The second interim order authorized the company to use cash
collateral to cover post-petition expenses in accordance with its
budget.
The budget shows total operational expenses of $226,646.70 for
March and $224,146.70 for April.
Biz2Credit, a secured creditor, was granted a replacement lien on
post-petition cash collateral, including receivables and cash, and
on other assets of the company. If necessary, Biz2Credit will be
granted a superpriority administrative claim.
Heart of Gold was ordered to pay the secured creditor $10,000 this
month and another $10,000 in April. If a Chapter 11 plan is not
confirmed by April 15, the companies will negotiate as to any
future payments.
The next hearing is set for April 24.
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. Jill Durkin, Esq., at Durkin Law, LLC
serves as Subchapter V trustee.
Judge Mark J. Conway oversees the case.
Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky
PC, represents the Debtor as legal counsel.
HUDSON'S BAY: Seeks Creditor Protection Under CCAA
--------------------------------------------------
Hudson's Bay Company ULC, the Canadian entity that comprises the
retailer Hudson's Bay and TheBay.com, announced on March 7, 2025
that it has commenced proceedings under the Companies' Creditors
Arrangement Act pursuant to an initial order for creditor
protection from the Ontario Superior Court of Justice (Commercial
List). Pursuant to the Initial Order, the Court has appointed
Alvarez & Marsal Canada Inc. as the monitor to oversee the CCAA
proceedings.
After careful consideration of all reasonably available
alternatives, the decision to seek protection under the CCAA was
made in consultation with Hudson's Bay's legal and financial
advisors. Among other things, the Initial Order provides for a stay
of proceedings in favour of Hudson's Bay and its subsidiaries for
an initial period of 10 days, subject to extension thereafter as
the Court deems appropriate. The stay of proceedings is also
extended to Hudson's Bay's real estate joint venture with RioCan.
Restore Capital, LLC, an affiliate of Hilco Global, together with
other lenders, has committed to provide interim
debtor-in-possession financing to finance Hudson's Bay's operations
in the lead up to the "comeback motion" hearing, with a CAD$16
million advance approved earlier today. Hudson's Bay will be
seeking additional financing to fund its operations during the CCAA
proceedings.
"Hudson's Bay has been a vital retailer to Canadians for
generations, and this decision was made with the best interests of
our customers, associates and partners in mind," said Liz Rodbell,
President and CEO of Hudson's Bay. "While very difficult, this is a
necessary step to strengthen our foundation and ensure that we
remain a significant part of Canada's retail landscape, despite the
sector-wide challenges that have forced other retailers to exit the
market. Now more than ever, it is critical that Canadian businesses
are protected and positioned to succeed."
Ms. Rodbell added, "Earlier this year, we worked with potential
investors to refinance a portion of our credit facilities to
improve our liquidity and support our business plan. However, the
threat and realization of a trade war has created significant
market uncertainty and has impacted our ability to complete these
transactions."
The company is exploring strategic alternatives and engaging
stakeholders to explore potential solutions to preserve and
strengthen its business. While no assurances can be provided, these
discussions reflect Hudson's Bay's commitment to preserving jobs
and community ties where possible.
Ms. Rodbell added, "Hudson's Bay remains deeply connected to Canada
and is focused on the future. Our goal is to re-establish our
foothold and ensure the company's long-term place in the evolving
Canadian retail market. As we go through this process, we will
continue to show up for our customers and communities, as we always
have."
Like many retailers, Hudson's Bay has been navigating significant
macroeconomic and industry-wide pressures, including:
-- Trade and Financing Uncertainty: Ongoing trade tensions with the
U.S., including the new and wide-ranging tariffs on exports to the
U.S., together with retaliatory tariffs imposed by Canada on U.S.
imports, have created economic uncertainty, directly impacting
refinancing efforts and limiting access to the capital needed to
support the business.
-- Post-Pandemic Shifts: Marked shifts in Canada's corporate
culture resulting from work-from-home policies has created a
permanent and drastic population reduction in downtown stores.
This, among other long-lasting impacts of pandemic-related
challenges, has put significant pressure on the retail sector.
-- Economic Headwinds: Rising costs of living, higher mortgage
rates, and a weakening Canadian dollar have strained household
budgets, leading to subdued discretionary consumer spending and
broader economic challenges.
The CCAA process will allow Hudson's Bay to restructure its
operations, streamline costs, and refocus on its core strengths.
Through a license agreement, Hudson's Bay Company ULC has a small
footprint of Canadian Saks Fifth Avenue and Canadian Saks OFF 5TH
stores. These stores will also continue to operate.
The CCAA proceedings do not affect U.S.-Saks Global, which is a
standalone entity distinct from Hudson's Bay Company ULC.
Additional Information
Court filings as well as other information related to Hudson's Bay
Company's CCAA proceedings will be available on the Monitor's
website at www.alvarezandmarsal.com/HudsonsBay. Information
regarding the CCAA process may also be obtained by calling the
Monitor's hotline at (416) 847-5157 (toll free), or by email at
hudsonsbay@alvarezandmarsal.com. Hudson's Bay will continue to
provide updates regarding the CCAA proceedings as developments or
circumstances may warrant.
About Hudson's Bay Company ULC
Hudson's Bay Company ULC is a Canadian entity that includes the
retail company Hudson's Bay, comprising 80 stores and TheBay.com.
Through a licensing agreement, 3 Saks Fifth Avenue and 13 Saks OFF
5TH stores also operate in Canada under Hudson's Bay Company ULC.
INFINERA CORP: Completes Merger With Nokia, Neptune of America
--------------------------------------------------------------
As previously disclosed, on June 27, 2024, Infinera Corporation
entered into an Agreement and Plan of Merger with Nokia Corporation
and Neptune of America Corporation ("Merger Sub").
On February 28, 2025, pursuant to the Merger Agreement, Merger Sub
merged with and into Infinera, with Infinera surviving as a wholly
owned subsidiary, directly or indirectly, of Nokia.
Pursuant to the Merger Agreement, at the effective time of the
Merger, which occurred on the Closing Date, each issued and
outstanding share of Infinera's common stock, par value $0.001 per
share (other than as specified in the Merger Agreement), was
automatically cancelled, extinguished, and converted into, at the
election of the holder, the right to receive one of the following:
* Cash in an amount equal to $6.65, without interest;
* 1.7896 American Depositary Shares;
* Cash in an amount equal to $4.66, without interest, and
0.5355 Nokia ADSs (such consideration, the "Mixed Consideration"
and, together with the Cash Consideration and the Share
Consideration, the "Merger Consideration").
The Merger Agreement includes a proration mechanism to ensure that
no more than 30 percent of the aggregate consideration in the
Merger is paid in the form of Nokia ADSs. As of the Closing Date,
Infinera stockholders collectively made elections that would result
in approximately 72 percent of the aggregate Merger Consideration
being paid in Nokia ADSs. Accordingly, approximately 58 percent of
the shares of Company Common Stock for which an election to receive
the Share Consideration or the Mixed Consideration was made were
instead converted into the right to receive the Cash
Consideration.
On the Closing Date, in connection with the consummation of the
Merger, Infinera and U.S. Bank Trust Company, National Association
(as successor to U.S. Bank National Association), as trustee,
entered into:
* A first supplemental indenture, dated as of February 28,
2025, to the indenture, dated as of March 9, 2020, by and between
Infinera and the Trustee, relating to Infinera's 2.50% Convertible
Senior Notes due 2027.
* A first supplemental indenture, dated as of February 28,
2025, to the indenture, dated as of August 8, 2022, by and between
Infinera and the Trustee, relating to Infinera's 3.75% Convertible
Senior Notes due 2028.
As a result of the Merger and pursuant to these indentures, from
and after the effective time of the Merger, the Convertible Notes
are no longer convertible into shares of Company Common Stock.
Instead, each $1,000 principal amount of the 2027 or 2028
Convertible Notes is now convertible into a number of units of
Reference Property equal to the applicable conversion rate, with
each unit consisting of $4.66 in cash and 0.5355 Nokia ADSs.
Additionally, on the Closing Date, all outstanding obligations
under the Loan, Guaranty, and Security Agreement, dated June 24,
2022, were repaid, and the Loan Agreement was terminated. The Loan
Agreement previously provided a senior secured asset-based
revolving credit facility of up to $200 million, with the option to
increase commitments by an additional $100 million.
Also on the Closing Date, pursuant to the Merger Agreement, the
Merger was consummated. At the Effective Time, each issued and
outstanding share of Company Common Stock was automatically
cancelled, extinguished, and converted into the right to receive
the applicable Merger Consideration.
Pursuant to the Merger Agreement, at the Effective Time, Infinera's
outstanding restricted stock units (RSUs) were treated as follows:
* Each outstanding RSU (other than those held by non-employee
directors) was converted into a Nokia RSU subject to the same terms
and conditions as the original Infinera RSU.
* Each outstanding RSU held by a non-employee director fully
vested and converted into the right to receive the Cash
Consideration.
* Each performance-based Company RSU (PSU) vested per the
governing award agreement and:
* If fully vested, converted into $6.65 per PSU in cash.
* If partially vested with service-based conditions
remaining, converted into a Nokia RSU.
* If unearned, it was canceled with no consideration.
Furthermore, on the Closing Date, Infinera notified Nasdaq of the
consummation of the Merger and requested that Nasdaq:
1. Suspend trading of Company Common Stock.
2. Withdraw Company Common Stock from listing on Nasdaq.
3. File with the SEC a Form 25 to delist Company Common
Stock.
As a result, trading of Company Common Stock was suspended before
Nasdaq opened on the Closing Date.
At the Effective Time, holders of shares of Company Common Stock
ceased to have any rights as stockholders of Infinera, except for
the right to receive the Merger Consideration.
Additionally, at the Effective Time, Infinera's directors,
including George A. Riedel, Christine B. Bucklin, Gregory P.
Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul
J. Milbury, Amy H. Rice, and David F. Welch, ceased to be members
of the Board.
Infinera's certificate of incorporation and bylaws were amended and
restated per the Merger Agreement.
Finally, also on the Closing Date, Infinera commenced offers to
purchase for cash any and all outstanding 2027 and 2028 Convertible
Notes at an offer price equal to 100% of the principal amount, plus
accrued and unpaid interest. This offer was made per the
Convertible Notes Indenture following the occurrence of a
"Fundamental Change," such as the closing of the Merger.
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services. The Company's
portfolio of solutions includes optical transport platforms,
converged packet-optical transport platforms, compact modular
platforms, optical line systems, coherent optical engines and
subsystems, a suite of automation software offerings, and support
and professional services. Leveraging its U.S.-based compound
semiconductor fabrication plant and in-house test and packaging
capabilities, the Company designs, develops and manufactures indium
phosphide-based photonic integrated circuits for use in its
vertically integrated, high-capacity optical communications
products.
As of December 28, 2024, the Company had $1.5 billion in total
assets, $1.4 billion in total liabilities, and $116.5 in total
stockholders' equity.
* * *
Egan-Jones Ratings Company, on September 18, 2024, maintained its
'CC' foreign currency and local currency senior unsecured ratings
on debt issued by Infinera Corporation.
INFINERA CORP: Swings to $150.3 Million Net Loss in FY 2024
-----------------------------------------------------------
Infinera Corp. filed its Annual Report on Form 10-K with the
Securities and Exchange Commission, reporting a net loss of $150.3
million on total revenues of $1.4 billion for the year ended
December 28, 2024, compared to a net loss of $25.2 million on $1.6
billion of total revenue for December 30, 2023.
As of December 28, 2024, the Company had $1.5 billion in total
assets, $1.4 billion in total liabilities, and $116.5 million in
total stockholders' equity.
Infinera CEO, David Heard, said "We exited 2024 with significant
momentum in our business, growing Q4'24 bookings sequentially by
more than 50% and by approximately 20% compared to Q4'23. The
growth in bookings and substantial increase in backlog in 2024,
when combined with our strategic wins, position us well in 2025 and
beyond for the next wave of optical spend fueled by relentless
bandwidth growth, increased fiber deployments, and AI-driven
data-center builds."
"Looking ahead, I remain excited about our pending merger with
Nokia, as we prepare to join forces with a recognized industry
leader. With greater scale and deeper resources together, we intend
to set the pace of innovation as optics take on an increasingly
critical role in the era of AI," continued Mr. Heard.
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/3vvd3pce
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services. The Company's
portfolio of solutions includes optical transport platforms,
converged packet-optical transport platforms, compact modular
platforms, optical line systems, coherent optical engines and
subsystems, a suite of automation software offerings, and support
and professional services. Leveraging its U.S.-based compound
semiconductor fabrication plant and in-house test and packaging
capabilities, the Company designs, develops and manufactures indium
phosphide-based photonic integrated circuits for use in its
vertically integrated, high-capacity optical communications
products.
* * *
Egan-Jones Ratings Company, on September 18, 2024, maintained its
'CC' foreign currency and local currency senior unsecured ratings
on debt issued by Infinera Corporation.
INTELGENX TECHNOLOGIES: Files Chapter 7 Bankruptcy
--------------------------------------------------
IntelGenx Technologies Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on February
28, 2025, it filed a voluntary petition for relief under the
provisions of Chapter 7 of Title 11 of the United States Code, 11
U.S.C. §101 et seq. The Bankruptcy Filing was filed in the United
States Bankruptcy Court for the District of Delaware (.
As a result of the Bankruptcy Filing, a Chapter 7 trustee will be
appointed by the Bankruptcy Court and will administer the Company's
bankruptcy estate, including liquidating the assets of the Company
in accordance with the Bankruptcy Code. Once a Chapter 7 trustee is
appointed, an initial hearing for creditors will be scheduled, and
the Notice of Bankruptcy Case Filing will be sent to known
creditors.
The Bankruptcy Filing may trigger events of default under certain
of the Company's contracts, agreement or debt instruments, which
may result termination of or an acceleration of the Company's
obligations under such contracts, agreements or instruments Such
events of defaults, however, may be stayed pursuant to 11 U.S.C.
S362.
About Intelgenx Technologies
Intelgenx Technologies Corp. is a drug delivery company established
in 2003 and headquartered in Montreal, Quebec, Canada. Its focus is
on the contract development and manufacturing of novel oral thin
film products for the pharmaceutical market. More recently, the
Company has made the strategic decision to enter the psychedelic
market by entering into a strategic partnership with atai Life
Sciences.
INTERMEDIATE DUTCH: S&P Affirms 'B' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed all ratings on global provider of
critical retail measurement data, services, and analytics
Intermediate Dutch Holdings' (dba Nielsen IQ or NIQ), including the
'B' issuer credit rating.
The stable outlook reflects S&P's expectation for leverage
reduction and FOCF to debt to approach 5% over the next year,
supported by 5%-6% annual revenue growth and improving
profitability from lower one-time costs and the realization of cost
synergies.
S&P said, "NIQ's S&P Global Ratings-adjusted leverage was elevated
at about 13x for the TTM ended Sept. 30, 2024, but we are weighting
FOCF to debt more heavily in our analysis. We include capitalized
software development costs as an operating expense, which depresses
our calculation of adjusted EBITDA, resulting in higher leverage.
NIQ's debt to EBITDA was also impacted by about $205 million of
one-time expenses associated with its acquisition of GfK SE and
cost saving initiatives, which we do not add back to EBITDA.
Because we expect capitalized software development expenses will
remain elevated at $200 million-$250 million annually, we believe
it is appropriate to more heavily weight FOCF to debt in our
analysis.
"We expect NIQ's FOCF to debt to improve to about 5% in 2025, which
is supportive of the 'B' issuer credit rating. NIQ's FOCF to debt
was weaker than expected at about 4% for the TTM ended Sept. 30,
2024, (vs our expectation for 5% in 2024), due to higher one-time
expenses of $205 million (compared with our previous projections
for $35 million), most of which was pulled forward. Additionally,
cash interest expense of about $445 million was elevated due to
higher overall rates and an increase in debt to accommodate the GfK
acquisition.
"Our base-case forecast assumes FOCF to debt modestly improves to
about 5% in 2025, benefitting from stable top-line growth of 5%-6%
and improving EBITDA margins of 12% in 2025 from 9.4% in 2024.
However, this is partly offset by our expectation for ongoing
one-time expenses of about $135 million. In 2026, we expect FOCF to
debt to increase to 6%-7% in 2026 as one-time expenses wind down
and margins improve to 14%-15%. We expect the majority of
nonrecurring expenses to decline as NIQ realizes synergies from the
acquisition and cost savings initiatives, which should contribute
to improving profitability longer-term.
"We also expect cash interest expense to decline to $390
million-$400 million in 2025, supported by lower projected SOFR
rates (i.e., our base case assumes SOFR rates decline to 3.9% in
2025 and 3.4% in 2026 from 5.1% in 2024) and cash interest savings
from recent repricing transactions. As a result, we expect reported
FOCF to grow to $160 million-$175 million in 2025 (up from $15
million-$20 million in 2024)."
NIQ's retention rates continued to significantly improve over the
past 12 months. As of Sept. 30, 2024, NIQ reported that it
renewed 100% of its contracts with top global clients that have
come up for renewal since the 2021 Carve Out. The company also
benefitted from recent pricing actions, which contributed
approximately 3% to total revenue growth year to date through Sept.
30, 2024. S&P expects price increases will add 2%-3% to top-line
growth annually.
NIQ has made significant investments in its technology and service
offerings since the LBO as it aims to improve its competitive
advantage in the industry, recapture market share, and defend its
global market position against other competitors. In addition, the
company completed several acquisitions that expanded the scope of
its services, including its major acquisition of GfK in 2023, that
add technology and durables sector expertise and a leading market
position in Europe. S&P expects NIQ will continue to benefit from
revenue synergies with GfK as it expands its technology and
durables offerings in the U.S. while using GfK's strong European
presence to enhance NIQ's offerings in the region.
NIQ is a key global player, and its relationships provide barriers
to entry. NIQ's geographic scale and range of services, coupled
with the continued success of its Discover platform, are key
competitive advantages. The company also benefits from long-term
established relationships within the industry with multiyear
contracts that provide it with good revenue predictability for at
least two-thirds of its total revenue. In addition, the industry
also has significant barriers to entry given the high annual
spending required to maintain the technology and platforms, as well
as significant required lead time to collect data, which somewhat
protects NIQ's market share.
S&P said, "The stable outlook reflects our expectation for
improving credit metrics, including FOCF to debt approaching 5%
over the next year, supported by stable top-line growth and
improving profitability from lower one-time costs and increased
realization of cost synergies."
S&P could lower its rating on NIQ over the next 12 months if it
expects its cash flow generation to deteriorate, resulting in FOCF
to debt remaining below 5% on a sustained basis. This could occur
if:
-- One-time expenses are still elevated and the realization of
cost synergies is slower-than-expected, resulting in margin
degradation; or
-- Cash interest expense remains elevated due to persistently high
market rates.
S&P could raise the rating on NIQ over the next 12 months if its
expect FOCF to debt to improve above 10% on a sustained basis. This
could occur if:
-- One-time expenses are significantly lower than S&P's
expectations and realized cost synergies are higher than expected,
resulting in material margin expansion and improving FOCF; and
-- Revenue growth accelerates to 8%-10%, resulting in S&P Global
Ratings-adjusted EBITDA margin approaching the high-teens percent
area; or
-- The company does an IPO transaction and allocates a majority of
the proceeds to debt reduction, resulting in significantly lower
S&P Global Ratings-adjusted leverage and high FOCF to debt.
INW MANUFACTURING: Moody's Ups CFR to 'Caa1', Outlook Stable
------------------------------------------------------------
Moody's Ratings upgraded INW Manufacturing, LLC's ("INW") Corporate
Family Rating to Caa1 from Caa2 and Probability of Default Rating
to Caa1-PD from Caa2-PD. Moody's additionally upgraded the
company's $340 million senior secured first lien and $100 million
senior secured delayed draw term loan to Caa1 from Caa2. The
ratings outlook is stable.
The upgrade reflects Moody's views that INW's earnings will
continue to increase in the next 12 to 18 months because cost
reduction efforts and an improvement in customer mix and
procurement efforts have driven revenue growth and EBITDA margin
expansion. As of the LTM period ended September 2024, INW's Moody's
adjusted debt to EBITDA was 6.0x - 6.5x. In the next 12 to 18
months Moody's are projecting leverage to decline to below 6x,
driven predominantly by EBITDA growth. The positive momentum has
come from new contracts, consumer focus on health and wellness that
is increasing sales in the vitamins, minerals and supplements (VMS)
industry, and cost saving initiatives implemented by new
management. The earnings improvement is leading to modestly
positive free cash flow, which if continues to increase would
provide the company more leeway to address the refinancing risk
associated with the entire capital structure in early 2027.
Liquidity is adequate based on $17 million in cash as of September
2024, modestly positive projected free cash flow for fiscal 2025,
approximately $37 million of capacity on the $115 million senior
secured asset-based revolving credit facility expiring in 2027, and
$62 million of undrawn commitment available on the company's $73
million tranche B delayed draw term loan as of February 2025. These
cash sources result in more than $100 million of available
liquidity and provide adequate coverage of the approximately $22
million of required annual term loan amortization. Liquidity will
deteriorate if the company does not proactively address the 2027
debt maturities.
RATINGS RATIONALE
INW's Caa1 CFR reflects the company's high Moody's adjusted
debt-to-EBITDA leverage of 6.0x - 6.5x as of 12 months ended
September 2024, low free cash flow and refinancing risk associated
with the maturity of its entire capital structure in early 2027.
The company is reliant on the revolver and delayed draw term loan
to fund the elevated $22 million of required annual term loan
amortization despite recent earnings improvements. The rating also
reflects the company's relatively small scale. The vitamin minerals
and supplements (VMS) co-packaging industry is very competitive but
has reasonably good longer term growth prospects because of
consumer focus on health and wellness. INW attempts to
differentiate itself from competitors by creating a one-stop-shop
in which it can offer customers many different product formats,
such as powders, tablets, capsules, liquids, soft-gels, and bars.
The company is demonstrating some recovery from operational
challenges that meaningfully weakened earnings and led to negative
free cash flow following the March 2021 leveraged buyout. Such
challenges included weaker demand in certain channels such as
direct selling, supply chain disruptions, cost increases, the
integration of multiple acquisitions and a fire at one of its
manufacturing facilities. Operational improvements including new
contracts and cost reductions led to a rebound in earnings and
modest free cash flow in 2024. The company has successfully
increased its market share with core customers, generated strong
recent wins and established partnerships with some of the fastest
growing customers in the market. INW nevertheless faces meaningful
refinancing risk that could be challenging without continued
improvement in earnings and free cash flow. The $115 million
revolver and $29 million tranche A term loan mature in January 2027
and the remainder of the company's debt matures in March 2027.
At the time of the leveraged buyout in March 2021, Cornell Capital
planned to double INW's EBITDA through organic growth and
acquisitions. Moody's believes this growth strategy would help the
company expand its customer reach but a needed focus on improving
cash flow makes acquisitions unlikely over the next year. Cornell
Capital has supported the company through an additional equity
investment in fiscal 2021 and secured term loans. INW's management
team has stated that they would like to maintain a debt-to-EBITDA
ratio of 4.0-5.0x over the long-term.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook incorporates Moody's expectations of slight
EBITDA growth along with continued modestly positive free cash flow
over the next 12 months. Moody's also expects INW to have adequate
liquidity though there is a reliance on the ABL and unused portion
of the tranche B delayed draw term loan to fund the mandatory term
loan amortization assuming free cash flow and cash on the balance
sheet cannot fund the full amount of amortization.
INW's ratings could be upgraded if the company increases its
operating earnings, improves liquidity including addressing the
maturities at an interest cost that preserves comfortably positive
free cash flow, and reduces and sustains debt-to-EBITDA leverage
below 6.5x.
INW's ratings could be downgraded if operating performance does not
improve due to factors such as customer order declines, pricing
pressure or costs increases, free cash flow is low, or liquidity
deteriorates.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
INW Manufacturing, LLC ("INW") headquartered in Farmington, Utah
provides development and manufacturing services for the global
nutrition and wellness industry. The main company's capabilities
include powders, solid dose, cosmetics, liquids, gel packs and
nutrition bars; serving 550+ customers in the sports, nutrition,
diet, energy, hydration, personal care, cosmetics, pet care and
other related industries. The company has 14 manufacturing
facilities that produce over 4,000 SKUs. Cornell Capital acquired
the company in a March 2021 leveraged buyout simultaneous with the
purchase of Bee Health, and subsequently acquired Capstone
Nutrition in May 2021.
IRECERTIFY: Seeks to Hire Peterson Shafer Inc as Accountant
-----------------------------------------------------------
IRecertify seeks approval from the U.S. Bankruptcy Court for the
District of Utah to hire Peterson Shafer Inc. as accountant.
The firm will be performing accounting duties, including
preparation of tax returns.
The firm will be paid $5,000 for the completion of the Debtor' 2024
tax returns and related schedules, and $150/hour of additional
services.
As disclosed in the court filings, the accountant has agreed to
apply a $1,495 pre-petition payment to post-petition services to
avoid a conflict and remain disinterested.
The accountant can be reached through:
Desiree Shafer
Peterson Shafer Inc
1432 East 840 North, Suite 100
Orem, UT 84097
Telephone: (801) 224-7317
Facsimile: (801) 224-2385
About IRecertify
IRecertify, doing business as Warehouse B, is a merchant wholesaler
of professional and commercial equipment and supplies.
IRecertify sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Utah Case No. 24-25156) on Oct. 7, 2024. In the
petition filed by Brett Kitson, as managing member, the Debtor
estimated assets between $100,000 and $500,000 and estimated
liabilities between $1 million and $10 million.
The Debtor is represented by Russell S. Walker, Esq. at PEARSON
BUTLER PLLC.
JDC RENTALS: Court OKs Deal to Extend Use of Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved a
stipulation between JDC Rentals, LLC and First-Citizens Bank &
Trust Company, extending the company's authority to use the
lender's cash collateral through confirmation of its Chapter 11
plan or six months, whichever comes first.
The bankruptcy court's previous order allowed JDC Rentals to use
cash collateral until Feb. 28 only.
The court-approved stipulation authorized the company's continued
use of cash collateral to pay post-petition operating expenses and
"adequate protection" payments in accordance with its budget.
About JDC Rentals
JDC Rentals, LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-07708) on
September 16, 2024, with up to $500,000 in assets and up to $10
million in liabilities. Jordan Dale Call, sole member and manager
of JDC Rentals, signed the petition.
Judge Daniel P. Collins oversees the case.
D. Lamar Hawkins, Esq., at Guidant Law PLC serves as the Debtor's
bankruptcy counsel.
JERSEY CITY CCS: Moody's Upgrades Rating on Revenue Bonds to Ba1
----------------------------------------------------------------
Moody's Ratings has upgraded to Ba1 from Ba2 the revenue rating of
Jersey City Community Charter School, NJ. The outlook is stable.
The charter school currently has approximately $10 million in
outstanding revenue debt.
The upgrade reflects the school's strong and expanding cash
position and annual debt service coverage, driven by a significant
increase in per pupil funding over the past several years.
RATINGS RATIONALE
The Ba1 rating reflects the school's steady growth in operating
revenue to nearly $20 million, attributed to growth in per pupil
funding and stable student demand and enrollment. The school is
likely to run another strong surplus in fiscal 2025. Management's
conservative budgeting has also contributed to the strong operating
performance.
Draft fiscal year 2024 draft financial statements indicate over 500
days cash on hand and annual debt service coverage of over 15
times; general fund balance is nearly $20 million. Of this balance,
the school has set aside $7.5 million to fully fund bond redemption
and management expects to redeem outstanding bonds in July of 2026.
In addition the school set aside $5 million for capital
expenditures and $7 million remains undesignated. The school's debt
is modest and it has no debt or expansion plans. The school remains
small at just under 600 students and its disclosure practices are
limited and have included delayed release of annual audited
financial statements.
RATING OUTLOOK
The stable outlook reflects the likelihood that the school's market
position will remain stable and that enrollment will remain
limited, while financial performance will remain satisfactory.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Increased enrollment to over 1,000 students increasing
operating flexibility
-- Reduction of debt
-- Improved disclosure on quarterly and annual basis
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Declining enrollment
-- Weakening of cash position or financial performance
-- Significant increase in debt without commensurate increase in
balance sheet
LEGAL SECURITY
The bonds are secured by a revenue pledge of per-pupil revenue.
Additional security is provide by a first lien mortgage on both
school facilities as well as a Debt Service Reserve Fund sized at
maximum annual debt service. Under the bond documents, the school
covenants to maintain annual debt service coverage at a minimum of
1.10 times, with debt service coverage below 1.0 times representing
an event of default, and to maintain liquidity at a minimum of 30
days cash on hand.
PROFILE
Jersey City Community Charter School, founded and authorized in
1997, operates two campuses, K-5 and 6-8, under a single charter in
Jersey City, NJ. The school is nearly fully enrolled at 561
students as of October 2024 and has a waitlist. The school is
authorized by the State of New Jersey Department of Education and
the current charter expires June 30, 2026. The charter scores
generally low for academic proficiency across most grades.
METHODOLOGY
The principal methodology used in this rating was US Charter
Schools published in April 2024.
JERVOIS GLOBAL: Shareholders Push to Halt Texas Bankruptcy Plan
---------------------------------------------------------------
Jervois Global Limited advises in accordance with ASX Listing Rule
3.17A that it has received two notices from a group of shareholders
holding at least 5% of the votes that may be cast at a general
meeting of the Company.
The first notice is purportedly given under section 249D of the
Corporations Act 2001 (Cth). The notice requests that the Company
call and arrange to hold a general meeting of shareholders for the
purposes of considering and, if thought fit, passing the
resolutions set out in Part A of the attachment.
The second notice is also purportedly given under section 249D of
the Corporations Act. The notice requests that the Company call and
arrange to hold a general meeting of shareholders for the purposes
of considering and, if thought fit, passing the resolutions set out
in Part B of the attachment.
The Company is considering if the notices are valid and the
directors will comply with their obligations under the Corporations
Act.
The Company will update shareholders on any material developments.
Part A
Resolution 1 - Special resolution to amend Constitution
That the Company's Constitution be amended by the insertion of the
following new
clause 52A:
52A Member resolutions at general meeting
52A. 1 The Members in general meeting may by ordinary resolution
express an opinion, ask for information, or make a request, about
the way in which a power of the Company partially or exclusively
vested in the Directors has been or should be exercised. However,
such a resolution must relate to an issue of material relevance to
the Company or the Company's business as identified by the Company,
and cannot either advocate action which would violate any law or
relate to any personal claim or grievance. Such a resolution is
advisory only and does not bind the Directors or the Company.
Resolution 2 - Ordinary resolution on the Recapitalisation Proposal
announced 2 January 2025
With regard to the proposal (Recapitalisation Proposal) set out in
the Company's announcement dated 2 January 2025 titled 'Jervois
Global signs recapitalisation agreement', the Shareholders:
1. (a)do not approve of the Recapitalisation Proposal; 2.
(b)request that the Company and its related entities (including,
but not limited to, Jervois Texas, LLC), to the fullest extent
lawfully possible, immediately cease all acts undertaken for the
purpose of giving effect to the Recapitalisation Proposal; 3.
(c)request that the Company and its related entities (including,
but not limited to, Jervois Texas, LLC), to the fullest extent
lawfully possible:
(i) withdraw the "Joint Prepackaged Chapter 11 Plan of
Reorganization of Jervois Texas, LLC and its Debtor Affiliates"
(the Plan) filed by Jervois Texas, LLC in the United States
Bankruptcy Court for the Southern District of Texas on about 28
January 2025;
(ii) otherwise take steps to oppose the United States Bankruptcy
Court for the Southern District of Texas granting approval of the
Plan; and
1. (d)request that the Board immediately develop and implement an
alternative strategy which does not involve the Shareholders losing
the value of their investment in the Company.
Part B
Resolution 1 - Removal of Bryce Crocker as a director
That, pursuant to section 203D of the Corporations Act and the
Company's Constitution, Bryce Crocker be removed as a director of
the Company effective immediately on the passing of this
resolution.
Resolution 2 - Removal of Peter Johnston as a director
That, pursuant to section 203D of the Corporations Act and the
Company's Constitution, Peter Johnston be removed as a director of
the Company effective immediately on the passing of this
resolution.
Resolution 3 - Removal of Brian Kennedy as a director
That, pursuant to section 203D of the Corporations Act and the
Company's Constitution, Brian Kennedy be removed as a director of
the Company effective immediately on the passing of this
resolution.
About Jervois Global
Jervois Global Limited (ASX: JRV) (TSX-V: JRV) (OTC: JRVMF) and its
affiliates are global suppliers of advanced manufactured cobalt
products, serving customers in the powder metallurgy, battery and
chemical industries. The Debtors' principal asset base is
comprised of an operating cobalt facility in Finland and
non-operating plants in both the United States and Brazil.
On January 28, 2025, Jervois Texas, LLC and seven affiliated
debtors, including Jervois Global Limited filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code.
The Debtors' bankruptcy cases are seeking joint administration
under Case No. 25-90002 and are pending before the Honorable Judge
Christopher M. Lopez in the United States Bankruptcy Court for the
Southern District of Texas.
The Debtors tapped SIDLEY AUSTIN LLP as restructuring counsel,
MOELIS & COMPANY as investment banker, and FTI CONSULTING, INC., as
restructuring advisor. STRETTO, INC., is the claims agent.
K & M AMUSEMENT: Court Extends Cash Collateral Access to March 20
-----------------------------------------------------------------
K & M Amusement Center, LLC received another extension from the
U.S. Bankruptcy Court for the District of Massachusetts to use cash
collateral.
The court issued a proceeding memorandum and order extending the
company's authority to use cash collateral from Feb. 27 to March 20
under the same terms and conditions.
The next hearing is scheduled for March 20.
About K & M Amusement Center
K & M Amusement Center, LLC owns and operates an amusement park in
Tewksbury, Mass.
K & M Amusement Center sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-41064) on October
22, 2024, with $1 million to $10 million in both assets and
liabilities. Angelica Morales, manager, signed the petition.
Judge Elizabeth D. Katz oversees the case.
The Debtor is represented by Douglas J. Beaton, Esq., at the Law
Office of Douglas J. Beaton.
KLX ENERGY: Sets Conditional Redemption of 11.5% Notes for March 30
-------------------------------------------------------------------
KLX Energy Services Holdings, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that it
issued a notice of conditional redemption, with respect to its
11.500% Senior Secured Notes due 2025.
The Company gave holders of the Notes notice that on March 30,
2025, subject to the Company's entry into a debt financing
transaction prior to the Redemption Date that yields net proceeds
sufficient to pay the redemption price on all of the Notes
outstanding on such date, the Company will redeem all of the
outstanding Notes at a redemption price of 100.000% of the
principal amount thereof, plus accrued and unpaid interest.
About KLX Energy
KLX Energy Services Holdings, Inc. -- https://www.klxenergy.com/ --
is a provider of diversified oilfield services to leading onshore
oil and natural gas exploration and production companies operating
in both conventional and unconventional plays in all of the active
major basins throughout the United States. The Company delivers
mission-critical oilfield services focused on drilling, completion,
production, and intervention activities for technically demanding
wells from over 60 service and support facilities located
throughout the United States.
As of September 30, 2024, KLX had $486.8 million in total assets,
$484.3 million in total liabilities, and $2.5 million in total
stockholders' equity.
* * *
As reported by the TCR in November 2024, S&P Global Ratings lowered
its Company credit rating on Houston-based oil and gas oilfield
services company KLX Energy Services Holdings Inc. to 'CCC' from
'CCC+'. S&P also lowered the issue-level rating on KLX's senior
secured notes due November 2025 to 'CCC' from 'CCC+'. The recovery
rating remains '4′, reflecting its expectations of average
(30%-50%; rounded estimate: 40%) recovery of principal in the event
of a payment default.
Moreover, Moody's Ratings changed KLX Energy Services Holdings,
Inc.'s (KLXE) outlook to negative from positive. The Caa1 Corporate
Family Rating, Caa1-PD Probability of Default Rating and Caa1
senior secured notes ratings were affirmed. The SGL-2 Speculative
Grade Liquidity Rating (SGL) was changed to SGL-4.
KUT AUTO: Court Denies Bid to Use Cash Collateral
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
issued an order denying Kut Auto Finance, LLC's motion to use cash
collateral.
The same order approved a settlement agreement between the company
and its secured lenders, PrimaLend Capital Partners, LP and Good
Floor Loans, LLC.
One of the terms of the settlement is the dismissal of Kut Auto
Finance's Chapter 11 case. Other key terms of the settlement are:
(i) Kut Auto Finance will allow PrimaLend to foreclose on its
loan portfolio of retail installment contracts and will cooperate
with the transition of the portfolio.
(ii) Kut Auto Finance will turn over all vehicles in its
inventory, except for 10 "salvage" vehicles and 14 specified
vehicles, to the secured lenders.
(iii) The secured lenders will credit the value of the
turned-over vehicles against the amounts owed on their loans, with
any excess funds applied to the other loan.
(iv) The guaranty liability of Nathan Jay Syme, the guarantor,
will be released.
(v) Kut Auto Finance will cooperate with the transfer of the
vehicles and loan portfolio.
About Kut Auto Finance
Kut Auto Finance, LLC is a used car dealership in Birmingham, Ala.,
which offers a wide selection of vehicles, including cars, pickups,
and SUVs, tailored to fit various budgets.
Kut Auto Finance filed Chapter 11 petition (Bankr. N.D. Ala. Case
No. 25-00389) on February 8, 2025, listing $3,142,240 in assets and
$2,730,169 in liabilities. Nathan Syme, managing member of Kut Auto
Finance, signed the petition.
Judge Tamara O. Mitchell oversees the case.
Steven D. Altmann, Esq., at Altmann Law Firm, LLC, represents the
Debtor as bankruptcy counsel.
LAKE SPOFFORD: Seeks Chapter 11 Bankruptcy in New Hampshire
-----------------------------------------------------------
On March 3, 2025, Lake Spofford Cabins Inc. filed Chapter 11
protection in the U.S. Bankruptcy Court for the District of New
Hampshire. According to court filing, the Debtor reports between
$100,000 and $500,000 in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
About Lake Spofford Cabins, Inc.
Lake Spofford Cabins Inc., located in Spofford, NH, offers
year-round rental cottages on Spofford Lake with amenities such as
fully furnished interiors, Wi-Fi, and access to a private beach,
docks, and watercraft.
Lake Spofford Cabins, Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.H. Case No. 25-10128 on March 3,
2025. In its petition, the Debtor reports estimated assets between
$1 million and $10 million and estimated liabilities between
$100,000 and $500,000.
The Debtor is represented by:
William J. Amann, Esq.
AMANN BURNETT PLLC
757 Chestnut Street
Manchester NH 03104
Tel: 603-696-5404
Email: wamann@amburlaw.com
LANDMARK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Landmark Holdings of Florida, LLC (Lead Case) 25-00397
2430 Vanderbilt Beach Road
Suite 108-564
Naples, FL 34109
Landmark Management Services of Florida, LLC, 25-00398
Landmark Rehabilitation Hospital of Columbia, LLC 25-00399
Landmark Hospital of Athens, LLC 25-00400
Landmark Hospital of Cape Girardeau, LLC 25-00401
Landmark Hospital of Columbia, LLC 25-00402
Landmark Hospital of Joplin, LLC 25-00403
Landmark Hospital of Savannah, LLC 25-00404
Business Description: Landmark Holdings of Florida, LLC, founded
in 2015, manages six long-term acute care
hospitals in Florida, Georgia, and Missouri.
Landmark Hospital is dedicated to delivering
advanced care to medically complex patients
who need extended recovery times, including
those with respiratory failure, congestive
heart failure, severe stroke, and multi-
system failure. They prioritize critical
care services, utilizing cutting-edge
medical technology and offering
compassionate care. The Company's mission
is to support patients in their healing
journey, with the goal of becoming the
leading critical care hospital in the areas
they serve.
Chapter 11 Petition Date: March 9, 2025
Court: United States Bankruptcy Court
Middle District of Florida
Judge: Hon. Caryl E Delano
Debtors' Counsel: Jamie Z. Isani, Esq.
HUNTON ANDREWS KURTH LLP
333 SE 2nd Avenue, Suite 2400
Miami, Florida 33131
Tel: 305-536-2724
Email: jisani@huntonAK.com
- and -
Justin F. Paget, Esq.
Jennifer E. Wuebker, Esq.
951 E. Byrd Street
Richmond, Virginia
Tel: (804) 788-8200
Fax: (804) 788-8218
Email: jpaget@hunton.com
jwuebker@hunton.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Bryan Day as CEO.
A full-text copy of the Lead Debtor's petition is available for
free on PacerMonitor at:
https://www.pacermonitor.com/view/F3AAP2A/Landmark_Holdings_of_Florida_LLC__flmbke-25-00397__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Ventas, Inc. $13,000,000
300 North LaSalle Street,
Suite 1600
Chicago, IL 60654
Phone: (877) 483-6827
Email: bod@ventasreit.com
2. Centers for Medicare & $6,451,316
Medicaid Services
PO Box 8788
Madison, WI 53708
Wisconsin Physicians Service
Reimbursement
Phone: (877) 267-2323
Email: mcare@cms.hhs.gov
3. J&R Fuller, LLC $3,266,132
713 Fourth Street
Blanco, TX 78606
LaVon Atkinson,
Accounting Manager;
Phone: (210) 745-4000
Email: latkinson@pharmacareservices.com
4. GA Dept. of Comm. Health $1,197,993
2 Peachtree ST. NW
Atlanta, GA 30303
Div of Fin. Mgt.
Email: msimon@dch.ga.gov
5. Medline Industries, Inc. $675,427
Three Lakes Drive
Northfield, IL 60093
Ryan Kaufman
Phone: (847) 949-5500
Email: rkaufman@medline.com
6. Connected Health Care, LLC $405,050
1408 E 13th St
Austin, TX 78702
Jane Rickman
Phone: (512) 887-3999
Email: jane@connectedhc.com
7. TFG Billing LLC $387,894
19614 S Muirfield Circle
Baton Rouge, LA 70810
Michael Freeman
Tel: (225) 310-2510
Email: mfreeman@tfgconsulting.com
8. Upright Healthcare Workforce $379,317
2330 Scenic Hwy S Ste 652
Snellville, GA 30078
Venel Pierre Louis
Phone: (844) 669-0444
Email: venel@uprightstaff.com
9. Food Management Group Inc. $377,928
70 Jesse Dupont Hwy
Burgess, VA 22432
Brenda Pope
Tel: (404) 386-9411
Email: brendap@fmg.com
10. LRS Healthcare LLC $265,236
120 N. 103rd Plaza
Omaha, NE 68114
Phone: (402) 896-4562
Email: invoicing@LRSHealthcare.com
11. M & Z Telemedicine $250,379
4403 Silver Valley D
Columbia, MO 65203
Tareq Abu-Salah
Email: Tabu_salah@hotmail.com
12. Jackson Nurse Professionals $226,357
3452 Lake Lynda Drive
Orlando, FL 32817
Phone: (888) 300-5132
Email: JNPBilling@jacksonnursing.com
13. Prolink Healthcare, LLC $216,787
4600 Montgomery Rd
Suit 300
Cincinnati, OH 45212
Donna Mason
Phone: (513) 530-1895
Email: DMASON@PROLINKSTAFF.COM
14. Marvel Medical Staffing, LLC $209,295
9394 West Dodge Road, Suite 300
Omaha, NE 68114
Phone: 323-977-4437
Email: Info@marvelmedstaff.com
15. KCI USA Inc. $198,532
PO Box 301557
Dallas, TX 75303-1557
Joshua Mendoza
Phone: (972) 957-3016
Email: jmendoza@solventum.com
16. Outset Medical, Inc $197,179
3052 Orchard Dr
San Jose, CA 95134
Elizabeth Gill
Phone: (669) 231-8200
Email: egill@outsetmedical.com
17. Freeman Health System $190,664
P.O. Box 4769
1102 W 32nd St
Joplin, MO 64803
Michael Sanders
Tel: (417) 347-1111
Email: mbsanders@freemanhealth.com
18. Genie Healthcare, Inc $180,474
50 Millstone Road, Building 100
Suite 100
East Windsor, NJ 08520
Phone: (855) 888-7333
Email: info@geniehealthcare.com
19. Curators of the University of $174,501
Missouri System
PO BOX 802728
Kansas City, MO 64180-2728
Phone: (573)-882-2388
Email: boardofcurators@umsystem.edu
20. Advantis Medical Staffing LLC $168,957
20 Sunnyside Ave Ste E
Mill Valley, CA 9494
Phone: (469) 447-9135
Email: amedar@advantismed.com
LEFEVER MATTSON: Hires Lake Tahoe Brokerage as Real Estate Broker
-----------------------------------------------------------------
Lefever Mattson seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ The Lake Tahoe
Brokerage Company, Inc. dba Tahoe Mountain Realty, as real estate
broker.
Lake Tahoe Brokerage will serve as a real estate broker to list for
sale and market the Properties owned by the Debtors.
Lake Tahoe Brokerage's commission will be 2.05 percent of the
purchase price for each Property, payable at the close of escrow.
Lake Tahoe Brokerage neither holds nor represents an interest
adverse to the Debtors or their estates, according to court
filings.
The firm can be reached through:
Jeffrey Brown
The Lake Tahoe Brokerage Company, Inc.
dba Tahoe Mountain Realty
PO Box 3757
Truckee, CA 96160
Tel: (530)412-4547
Email: jeff@jeffbrownrealestate.com
About Lefever Mattson
LeFever Mattson, a California corporation, manages a large real
estate portfolio. Timothy LeFever and Kenneth W. Mattson each owns
50% of the equity in the company. Based in Citrus Heights, Calif.,
LeFever Mattson manages a portfolio of more than 200 properties,
comprised of commercial, residential, office, and mixed-use real
estate, as well as vacant land, located throughout Northern
California, primarily in Sonoma, Sacramento, and Solano Counties.
It generates income from the properties through rents and use the
proceeds to fund its operations.
LeFever Mattson and its affiliates filed voluntary Chapter 11
petitions (Bankr. N.D. Calif. Lead Case No. 24-10545) on September
12, 2024. At the time of the filing, LeFever Mattson listed $100
million to $500 million in assets and $10 million to $50 million in
liabilities.
Judge Charles Novack oversees the cases.
Thomas B. Rupp, Esq., at Keller Benvenutti Kim LLP represents the
Debtors as counsel. Kurtzman Carson Consultants, LLC is the
Debtors' claims and noticing agent.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
LEFEVER MATTSON: Seeks to Hire KKG Inc. as Real Estate Broker
-------------------------------------------------------------
Lefever Mattson seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ KKG Inc. dba Coldwell
Banker Kappel Gateway Realty as real estate broker.
CB Kappel Gateway will serve as a real estate broker to list for
sale and market the Properties owned by the Debtors.
CB Kappel Gateway's commission will be 2.5 percent of the purchase
price for each Property payable at the close of escrow.
CB Kappel Gateway neither holds nor represents an interest adverse
to the Debtors or their estates, according to court filings.
The firm can be reached through:
Sarah McKendry
KKG Inc.
dba Coldwell Banker Kappel Gateway Realty
750 Mason St. Suite 101
Vacaville, CA 95688
Tel: (707) 337-6938
Email: sarah.mckendry@kappelgateway.com
About Lefever Mattson
LeFever Mattson, a California corporation, manages a large real
estate portfolio. Timothy LeFever and Kenneth W. Mattson each owns
50% of the equity in the company. Based in Citrus Heights, Calif.,
LeFever Mattson manages a portfolio of more than 200 properties,
comprised of commercial, residential, office, and mixed-use real
estate, as well as vacant land, located throughout Northern
California, primarily in Sonoma, Sacramento, and Solano Counties.
It generates income from the properties through rents and use the
proceeds to fund its operations.
LeFever Mattson and its affiliates filed voluntary Chapter 11
petitions (Bankr. N.D. Calif. Lead Case No. 24-10545) on September
12, 2024. At the time of the filing, LeFever Mattson listed $100
million to $500 million in assets and $10 million to $50 million in
liabilities.
Judge Charles Novack oversees the cases.
Thomas B. Rupp, Esq., at Keller Benvenutti Kim LLP represents the
Debtors as counsel. Kurtzman Carson Consultants, LLC is the
Debtors' claims and noticing agent.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
LIFT SOCIETY: Gets OK to Use Cash Collateral Until March 18
-----------------------------------------------------------
Lift Society Inc. received interim approval from the U.S.
Bankruptcy Court for the Central District of California to use cash
collateral until March 18.
The interim order authorized Lift Society to use cash collateral to
pay the expenses set forth in its budget, with a 15% variance
allowed.
As protection, the U.S. Small Business Administration and other
secured creditors were granted replacement liens to the same
extent, validity and priority as their pre-bankruptcy liens. In
addition, SBA will receive monthly payments of $1,000.
Lift Society is not authorized to make "adequate protection"
payments to JPMorgan Chase Bank, N.A. at this time and to make
payments to insiders unless and until it has satisfied all legal
requirements for payments to insiders.
The next hearing is set for March 18.
About Lift Society Inc.
Established in 2016, Lift Society Inc. is a boutique fitness center
focused on strength and aesthetic training. The gym provides
semi-private lifting sessions, with a capacity of 8 to 12 people
per class, ensuring individualized guidance and expert coaching.
LIFT Society has several locations across Los Angeles, including
Hollywood, Studio City, Culver City, and Santa Monica.
Lift Society sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 25-10258) on
February 19, 2025. In its petition, the Debtor reported total
assets of $172,083 and total liabilities of $1,235,866.
Judge Martin R. Barash handles the case.
The Debtor is represented by:
Matthew D. Resnik, Esq.
RHM Law, LLP
17609 Ventura Blvd., Ste 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: matt@rhmfirm.com
LL FLOORING: Stark & John R. Weaver File Rule 2019 Statement
------------------------------------------------------------
In the Chapter 11 cases of LL Flooring Holdings, Inc. and certain
of its affiliates, the law firms of Stark & Stark, P.C. and John R.
Weaver, Jr., P.A. filed a verified statement pursuant to Rule 2019
of the Federal Rules of Bankruptcy Procedure.
Counsel represents Levin Properties, L.P., G&I IX Empire Big Flats
LLC, and M&A Horseshoe Bay, LLC in connection with the Chapter 11
cases.
Pursuant to Bankruptcy Rule 2019, no represented party has a
disclosable economic interest in relation to the Debtors. Formed
after due inquiry, Counsel does not hold any claims against or
equity interests in the Debtors.
The law firms can be reached at:
JOHN R. WEAVER, JR., P.A.
Attorney at Law
John R. Weaver, Jr., Esq.
2409 Lanside Drive
Wilmington, Delaware, 19801
(302) 655-7371 (direct)
Email: jrweaverlaw@verizon.net
-and-
STARK & STARK, P.C.
A Professional Corporation
Thomas S. Onder. Esq.
Joseph H. Lemkin, Esq.
100 American Metro Blvd
Hamilton, NJ 08619
(609) 896-9060 (main)
(609) 895-7395 (facsimile)
Email: tonder@stark-stark.com
jlemkin@stark-stark.com
About LL Flooring Holdings
LL Flooring Holdings, Inc., is a specialty retailer of flooring.
The company carries a wide range of hard-surface floors and carpets
in a range of styles and designs, and primarily sells to consumers
or flooring-focused professionals.
LL Flooring and four of its affiliates sought relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680)
on August 11, 2024. In the petitions signed by Holly Etlin as chief
restructuring officer, LL Flooring disclosed total assets of
$501,117,025 and total debt of $416,298,035 as of July 31, 2024.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
counsel. Houlihan Lokey Capital Inc. serves as the Debtors'
investment banker, AlixPartners LLP acts as the Debtors' financial
advisor, and Stretto, Inc., acts as the Debtors' claims and
noticing agent.
LOUISIANA DELTA: Seeks to Hire Patrick J. Gros as Accountant
------------------------------------------------------------
Louisiana Delta Oil Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire
Patrick J. Gros, CPA, A Professional Accounting Corporation as
accountant.
The firm will assist the Debtor in amending and preparing monthly
operating reports and preparing and confirming a Plan of
Reorganization. The firm will be beneficial in assisting Debtor
with preparation for the Plan Confirmation hearing as well as
testifying at the same.
The firm will be paid at these rates:
Partner $275 per hour
Manager $175 per hour
Senior Accountant $150 per hour
Staff Accountant $105 per hour
The Debtor has agreed to pay a retainer of $3,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Patrick Gros, a certified public accountant at the firm, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Patrick J. Gros, CPA
Patrick J. Gros, CPA, A Professional Accounting Corporation
651 River Highlands Boulevard
Covington, LA 70433
Telephone: (985) 898-3512
About Louisiana Delta Oil Company
Louisiana Delta Oil Company, LLC is in the crude petroleum
extraction business. The company is based in Charlottesville, Va.
Louisiana Delta sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. La. Case No. 24-11493) on August 1,
2024, with $1 million to $10 million in assets and liabilities.
Ethan A. Miller, president/manager, signed the petition.
Judge Meredith S. Grabill presides over the case.
Frederick Bunol, Esq., at The Derbes Law Firm, LLC represents the
Debtor as bankruptcy counsel.
LSB INDUSTRIES: Moody's Affirms 'B2' CFR, Outlook Stable
--------------------------------------------------------
Moody's Ratings has affirmed LSB Industries, Inc.'s B2 Corporate
Family Rating, B2-PD Probability of Default Rating and B2 senior
secured notes rating. The speculative grade liquidity rating (SGL)
remains SGL-1. The ratings outlook is stable.
RATINGS RATIONALE
LSB Industries' B2 corporate family rating reflects its small
scale, limited operational diversity and inherent volatility in
performance because of its exposure to volatile nitrogen prices,
cyclical industrial and mining end markets (nearly 40%) and
weather-dependent agricultural market (60%). The company's rating
also reflects its access to low-cost natural gas in the US and its
focus on the domestic market. The rating is constrained by the
company's volatile credit metrics, with Moody's adjusted
debt/EBITDA ranging from 2x to 8x over the last seven years
depending on nitrogen fertilizer prices and production rates.
The company has maintained an adequate financial buffer against
cyclical market swings. The extraordinarily high earnings of 2022
allowed the company to retain a large amount of cash on balance
sheet and repay outstanding debt in the following two years. Cash
and short-term investments amounted to $184 million, accounting for
nearly 40% of $485 million in gross debt, at the end of 2024. Such
cash buffer is critical to the rating, as Moody's adjusted gross
debt leverage increased to about 5.5x (without adding back
turnaround costs) at the end of 2024, from 1.8x at the end of 2022.
Earnings fell from the 2022 peak due to the lower pricing
environment over the last two years and significant turnaround
costs in 2024.
Moody's expects production and sales to improve in 2025 after two
major turnarounds and incremental capacity in downstream products
such as UAN and nitric acid. LSB Industries plans to upgrade a
larger proportion of ammonia, which is facing price pressure from
new capacity coming on stream in 2025, into higher margin
downstream products such as ammonium nitrate, nitric acid and UAN.
Higher capacity utilization and better product mix will offset the
pricing pressure on ammonia, slightly improving the earnings
outlook for 2025. Nevertheless, free cash flow will be limited in
2025 due to elevated capital expenditure ($80 million to $90
million), interest expenses ($30 million to $35 million) and
turnaround costs ($20 million to $25 million).
Earnings uncertainty remains high due to the evolving US trade
policies and geopolitical dynamics. While tariffs on Canadian
imports could raise fertilizer prices in the US, a lift in
sanctions against Russia would ease Russian exports and lower
global fertilizer prices.
The company will continue to invest in production reliability and
safety, storage and logistics capabilities, as well as debottleneck
its production capacities. This will be key to achieving
consistently high production rates, improving product mix and
reducing disruptions caused by inclement weather. The company's
partnership with Lapis Energy to install carbon capture and
sequestration equipment at its El Dorado facility could add
incremental earnings once the equipment starts operation which is
expected in 2026.
The company's SGL-1 rating reflects excellent liquidity expected
over the next 12 months, supported by cash on hand and revolver
availability. The company had $20 million of cash on hand, $164
million short-term investments in treasury securities as of
December 31, 2024. The company had $37.2 million of availability
under its $75 million asset-based revolver, which is subject to
borrowing base limitations. The revolver expires in October, 2028.
The company is subject to 1x fixed charge covenant if its revolver
availability falls below 10% of the total commitment. Moody's don't
expect the covenant to be tested in the next 12 months. All assets
are encumbered by the revolver, senior secured notes and other
debt, leaving no sources of alternative liquidity.
The company's Credit Impact Score of CIS-4 indicates the rating is
lower than it would have been if ESG risk exposures did not exist.
This reflects exposure to environmental risks driven by carbon
transition and physical climate risks that impact the agricultural
sector. This also reflects governance risks due to a minority
private equity firm ownership.
The stable ratings outlook reflects Moody's expectations that the
company will maintain very good liquidity against the evolving
macroeconomic backdrop and the company will continue to improve
production safety and reliability.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade would require the company to show a long track record of
maintaining a conservative financial policy and consistently high
operating rates. An upgrade would require debt reduction and
increased confidence that the company can maintain debt/EBITDA
below 5.0x at the trough of the cycle and continue to fund its
growth projects from internally generated cash.
Moody's could downgrade the rating if the company experiences
significant operational challenges or fails to consistently improve
operating rates. Negative free cash flow, weakened liquidity or
more aggressive financial policies could also result in a negative
rating action.
LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is
a producer of commodity chemicals that are derived from ammonia
(nitrogen fertilizers, nitric acid and ammonium nitrate). LSB owns
and operates three facilities in El Dorado, Arkansas, Cherokee,
Alabama and Pryor, Oklahoma. The company also operates Baytown,
Texas, facility on a contractual basis for Coverstro AG. The
company generated sales of $522 million in 2024.
The principal methodology used in these ratings was Chemicals
published in October 2023.
LUCAS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lucas Construction Group, Inc.
270 Tennent Road
Morganville, NJ 07751
Business Description: Lucas Construction Group, Inc. is a
construction company based in Morganville,
New Jersey, specializing in heavy highway
and road construction as well as site
redevelopment projects for both public and
private sectors. With over 15 years of
experience, the Company has worked with
various federal, state, and local agencies,
handling complex construction tasks.
Chapter 11 Petition Date: March 7, 2025
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 25-12404
Debtor's Counsel: Andrew J. Kelly, Esq.
THE KELLY FIRM, P.C.
1011 Highway 71, Suite 200
Spring Lake, NJ 07762
Tel: 732-449-0525
Fax: 732-449-0592
E-mail: akelly@kbtlaw.com
Total Assets: $5,181,262
Total Liabilities: $16,950,049
The petition was signed by Anthony Lucas as president.
A full-text copy of the petition, which includes a list of the
Debtor's 20 largest unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/C732Y3I/Lucas_Construction_Group_Inc__njbke-25-12404__0001.0.pdf?mcid=tGE4TAMA
LUCENA DAIRY: Court Extends Cash Collateral Access to March 31
--------------------------------------------------------------
Lucena Dairy Inc. and Luna Dairy Inc. received another extension
from the U.S. Bankruptcy Court for District of Puerto Rico to use
cash collateral.
The order signed by Judge Edward Godoy extended the companies'
authority to use cash collateral from Feb. 28 to March 31 and
authorized the companies to make an additional payment of $20,000
to their secured creditor, Condado 4, LLC, by March 27.
The hearing to consider the permanent use of cash collateral is set
for March 31.
About Lucena Dairy Inc.
Lucena Dairy Inc. is engaged in the production of cows' milk and
other dairy products and in raising dairy heifer replacements.
Lucena Dairy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02835) on September 8,
2023. Its affiliate, Luna Dairy Inc., filed Chapter 11 petition
(Bankr. D. P.R. Case No. 23-02837) on September 9, 2023. Jorge
Lucena Betancourt, president, signed both petitions.
At the time of the filing, Lucena Dairy reported $1,905,560 in
assets and $11,464,130 in liabilities while Luna Dairy reported
$4,102,639 in assets and $11,316,130 in liabilities.
Judge Edward A. Godoy oversees the cases.
Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents
the Debtors as legal counsel.
LUMEN TECHNOLOGIES: Moody's Raises CFR to 'B3', Outlook Stable
--------------------------------------------------------------
Moody's Ratings upgraded Lumen Technologies, Inc.'s (Lumen)
corporate family rating to B3 from Caa1 and probability of default
rating to B3-PD from Caa1-PD. In addition, Moody's upgraded (i)
Level 3 Financing, Inc.'s (Level 3) senior secured bank credit
facilities and backed senior secured first lien notes ratings to B1
from B2, and Level 3's backed senior secured second lien notes
ratings to B3 from Caa1, (ii) Lumen's senior secured super priority
first out revolving credit facility rating to B3 from Caa1, Lumen's
backed senior secured term loan B, senior secured super priority
second out revolving credit facility, and senior secured super
priority bank credit facilities ratings to Caa1 from Caa2, its
senior secured first lien super priority second out notes, and
senior secured super priority second out notes ratings to Caa1 from
Caa2, and its senior unsecured notes ratings to Caa2 from Caa3. In
addition, Moody's upgraded Qwest Corporation's (Qwest) senior
unsecured notes ratings to Caa2 from Caa3. Furthermore, Moody's
affirmed Level 3's Caa1 backed senior unsecured notes ratings.
Lumen's speculative grade liquidity rating (SGL) remains unchanged
at SGL-1 reflecting very good liquidity. The outlooks for Lumen,
Level 3 and Qwest were changed to stable from positive.
The upgrade reflects modest improvement in the performance of
certain operating segments, continued solid demand for fiber
capacity from large enterprise, and improved financial flexibility.
As of December 31, 2024, Lumen had secured approximately $8.5
billion in new orders to provide fiber capacity and network
management to large customers including AWS, Google, Meta and
Microsoft. These contracts were structured with upfront cash
payments to be received between 2024 and 2027, materially
strengthening the company's near term free cash flow and liquidity.
Lumen ended 2024, with around $1.9 billion in cash and cash
equivalents, and had no significant debt maturities until 2028.
The stable outlook reflects Moody's expectations that Lumen over
the next twelve to eighteen months will maintain very good
liquidity, despite elevated levels of capital expenditures, and
declining revenue and EBITDA trends.
RATINGS RATIONALE
Lumen's B3 CFR, reflects execution risks associated with the
company's elevated capex program, high leverage, continued
declining revenue trends, and remaining uncertainty around the pace
of recovery in earnings. In addition, Moody's ratings consider the
highly competitive industry Lumen operates in, limited pricing
power and continued customer churn, particularly in its mass market
division. To offset these competitive challenges, Lumen is
aggressively reinvesting in its business to (i) deliver compelling
value add solutions such as network-as-a-service for its enterprise
customers, (ii) deploy additional fiber strands to meet growing
demand from large corporation to secure future fiber capacity, and
(iii) provide faster broadband speeds for its Mass Markets
subscribers.
In the short term, Moody's expects capex spending and operating
expenses to remain elevated negatively impacting the company's
credit profile until year end 2026. For the next two years Moody's
expects debt-to-EBITDA (inclusive of Moody's adjustments) to remain
elevated at around 5x, with the potential for improvement in 2027.
Lumen's ability to reduce debt and generate stable free cash flow
over the coming years will be important drivers of the credit
profile.
The SGL-1 speculative grade liquidity rating reflects Moody's
expectations that Lumen will have very good liquidity over the next
12 months, supported by (i) around $1.9 billion in cash as of
December 31, 2024, (ii) about $737 million in availability (net of
$217 million in letter of credits) under the company's
approximately $954 million senior secured revolving credit facility
expiring in June 2028, (iii) Moody's expectations of around $850
million of free cash flow in 2025, and (iv) a long dated debt
maturity schedule with no significant maturities due prior to
2028.
Lumen's ESG Credit Impact Score is (CIS-4). The score reflects an
aggressive financial policy, high leverage, and cyber security
risk exposure given the company's collection of sensitive consumer
data. Like other wireline telecommunications companies Lumen may
have exposure to unknown consequences of lead-sheathed cables.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Lumen achieves predictable and
material free cash flow generation that helps address the
sustainability of its capital structure, and the company maintains
very good liquidity, and total debt-to-EBITDA is sustained below
4.5x.
The ratings could be downgraded if the company's liquidity
position, operating performance or ability to service its debt
deteriorates, the company suffers a material decline / cancellation
of its $8.5 billion order book, or total debt-to-EBITDA is
sustained above 5.5x.
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc., is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
MALIA REALTY: Seeks to Extend Plan Exclusivity to May 30
--------------------------------------------------------
Malia Realty, LLC asked the U.S. Bankruptcy Court for the Northern
District of Georgia to extend its exclusivity periods to file a
plan of reorganization and obtain acceptance thereof to May 30 and
July 29, 2025, respectively.
The Debtor explains that it has had a long-standing dispute with
its secured lender regarding the payoff of the loan secured by the
Debtor's real property. The Debtor has requested documents from its
secured lender via Bankruptcy Rule 2004 that it feels it must
receive prior to filing a Plan of Reorganization. At this point, it
is clear that the Debtor's questions about the payoff will not be
resolved prior to the current deadlines for the Exclusivity Periods
in these Case; therefore, the Debtor requires an extension of such
deadlines.
The Debtor claims that it seeks an extension to the Exclusivity
Periods to preclude the costly disruption and instability that
would occur if competing plans were proposed.
The Debtor asserts that the request for an extension will not
unfairly prejudice or pressure the Debtor's creditor constituencies
or grant the Debtor any unfair bargaining leverage. The Debtor
needs creditor support to confirm any plan, so the Debtor is in no
position to impose or pressure its creditors to accept unwelcome
plan terms. The Debtor seeks an extension of the Exclusivity
Periods to advance the case and continue good faith negotiations
with its stakeholders.
The Debtor further asserts that premature termination of the
Exclusivity Periods may engender duplicative expense and litigation
associated with multiple competing plans. Any litigation with
respect to competing plans and resulting administrative expenses
will only decrease recoveries to the Debtor's creditors and
significantly delay, if not undermine entirely, the possibility of
prompt confirmation of a plan of reorganization.
Malia Realty LLC is represented by:
ROUNTREE LEITMAN KLEIN & GEER, LLC
William A. Rountree, Esq.
Elizabeth A. Childers, Esq.
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, Georgia 30329
(404) 584-1238 Telephone
Email: wrountree@rlkglaw.com
echilders@rlkglaw.com
About Malia Realty LLC
Malia Realty LLC is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
Malia Realty sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ga. Case No. 24-61684) on November 1, 2024, with
$1 million to $10 million in both assets and liabilities.
Judge Barbara Ellis-Monro oversees the case.
The Debtor tapped William Rountree, Esq., at Rountree, Leitman,
Klein & Geer, LLC as bankruptcy counsel and Robert Arrington, Esq.,
at Arrington Owoo, PC special counsel.
MASTER'S PLAN: Hires Prescott Business Solutions as Accountant
--------------------------------------------------------------
Master's Plan Construction Co. LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Prescott
Business Solutions, LLC as an accountant.
Prescott Business will provide tax accounting services necessary to
complete the Debtor's tax reporting obligations for the tax year
2024.
Prescott Business will provide the Debtor with tax services for the
2024 tax year for a flat fee of $775.
Prescott Business Solutions is a disinterested within the meaning
of 11 U.S.C. Sec. 101(14) and do not represent an interest adverse
to the Debtor or its estate, according to court filings.
The firm can be reached through:
Nichole Imes, EA
Prescott Business Solutions, LLC
3029 Dollar Mark Way, Suite C
Prescott, AZ 86305
Tel: (928) 776-4723
Email: nImes@prescottbusinesssolutions.com
About Master's Plan Construction Co. LLC
Master's Plan Construction Co. LLC, doing business as Bar None
Plumbing, is a Prescott, Arizona-based construction and plumbing
services provider.
Master's Plan Construction Co. LLC sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-11049) on
December 27, 2024. In its petition, the Debtor reports estimated
assets between $100,000 and $500,000 and estimated liabilities
between $1 million and $10 million.
Honorable Bankruptcy Judge Daniel P. Collins handles the case.
The Debtor is represented by Thomas H. Allen, Esq. at Allen, Jones
& Giles, PLC.
METROPOLITAN OPERA: Moody's Cuts Rating on 2012 Taxable Bonds to B1
-------------------------------------------------------------------
Moody's Ratings has downgraded the rating on the Metropolitan Opera
Association's (NY) (Met's) Taxable Bonds, Series 2012 to B1 from
Ba3. At year end fiscal 2024 the Metropolitan Opera had around $183
million of debt outstanding. The outlook was revised to stable from
negative.
The downgrade in the Metropolitan Opera Association's debt rating
to B1 from Ba3 reflects Moody's views that the Met's structural
imbalance is likely to persist while liquidity remains very thin
and entirely reliant on a bank line.
The revision in the outlook to stable reflects potential additional
sources of revenue through fundraising and other strategic
initiatives and ongoing efforts to reduce expenses. The outlook
also assumes there will not be further significant erosion in cash
and investments and that the Met's access to operating lines of
credit will be maintained.
RATINGS RATIONALE
The B1 debt rating incorporates the Opera's very good global brand
and considerable scope for a cultural nonprofit with just under
$300 million in operating revenue estimated by us in fiscal 2024.
But the Opera exhibits increasingly speculative grade elements
including the ongoing very low level of liquidity, heavy reliance
on the line of credit for operations, and elevated exposure to bank
agreements that are scheduled to mature in October 2026. A very
large structural imbalance, estimated by Moody's to be more
negative than the 10.9% operating deficit in fiscal 2023, has led
to an erosion in total cash and investments.
To plug the gap, the Met's board approved two years of
extraordinary endowment draws amounting to a total of $70 million
in fiscal 2023 and fiscal 2024. While management continues to
explore additional revenue opportunities and implement programming
changes to achieve savings, the budget gap is unlikely to be fully
closed in the next several years. To remain attractive to donors
and patrons, programs remain relatively high cost and exposure to
human capital risks remain elevated, both headwinds to full cost
reductions.
Offsetting credit positives include still sizeable reserves that
are estimated by us to be around $290 million in fiscal 2024,
although nearly 90% of that represents permanent endowment funds.
Favorably, exceptionally strong donor support for operations is a
credit positive but is subject to volatility. The board and
management will continue to explore strategic opportunities to
generate additional funds through fundraising and other activities.
RATING OUTLOOK
The stable outlook incorporates the Board and management's ongoing
exploration of strategic opportunities to generate additional
funds, through fundraising and other activities, as well as cost
reductions. This will be critical to stem further erosion in cash
and investments in fiscal 2025 and beyond. The outlook also
incorporates the extension of the line of credit maturity by one
year to October 2026 and the retirement of maturities coming due
over the next several years.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Material gains in unrestricted liquidity with significantly
reduced reliance on operating line
-- Growth of total wealth including spendable cash and investments
through substantial rise in fundraising including repaying amounts
drawn from endowment
-- Consistent strengthened operating performance with improved
debt service coverage from core operations
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Additional material draws on the endowment in fiscal 2025 and
beyond or further erosion of financial reserves
-- Any erosion in donor support, which is critical to support
operations and wealth
-- Inability to take action to increase revenues or decrease
expenses sufficiently to return to a financially sustainable
business model
-- Any signs that line of credit or term loan coming due October
2026 will not be further extended
LEGAL SECURITY
The Taxable Bonds, Series 2012 are unsecured general obligations of
the Metropolitan Opera Association. There are no additional bonds
tests or financial covenants incorporated in the bonds, however the
line of credit and term loan are secured by artwork and pledged
receivables.
PROFILE
The Metropolitan Opera is one of the largest cultural organizations
in the US with fiscal 2024 operating revenue estimated at around
$290 million. The Met was founded in 1883 and moved to its current
home in 1966 as it became part of Lincoln Center. Its opera house,
with 3,786 seats, is owned by Lincoln Center for the Performing
Arts (LCPA). A long term Constituency Agreement defines the Met's
relationship with LCPA, including its use of the hall. If the Met
exercises its remaining optional renewal period, which is likely,
the agreement will run through 2066.
METHODOLOGY
The principal methodology used in this rating was Nonprofit
Organizations (Other Than Healthcare and Higher Education)
published in August 2024.
MIRABAL DISCOUNT: Seeks to Hire Mendez Law Offices as Counsel
-------------------------------------------------------------
Mirabal Discount Corp. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Mendez Law
Offices, PLLC as counsel.
The firm will render these services:
(a) give advice to the debtor with respect to its powers and
duties as a debtor-in-possession and the continued management of
its business operations;
(b) advise the debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;
(d) protect the interest of the debtor in all matters pending
before the court;
(e) represent the debtor in negotiation with its creditors in
the preparation of a plan.
The firm will be paid at these rates:
Attorneys $450 to $500 per hour
Legal Assistant/Paralegal $150 per hour
The firm will be paid a retainer in the amount of $15,000, plus
$1,738 filing fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Diego G. Mendez, Esq. a partner at Mendez Law Offices, PLLC
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Diego G. Mendez, Esq.
Mendez Law Offices, PLLC
PO Box 228630
Miami, FL 33178
Telephone: (305) 264-9090
Facsimile: (305) 264-9080
Email: diego.mendez@mendezlawoffices.com
About Mirabal Discount
Mirabal Discount Corp., doing business as La Bodeguita Cubana,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 25-11525) on February 13, 2025. In
its petition, the Debtor reported between $50,001 and $100,000 in
assets and between $100,001 and $500,000 in liabilities.
Judge Robert A. Mark presides over the case.
Diego Mendez, Esq. represents the Debtor as legal counsel.
MITCHELL ROCK: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: Mitchell Rock, Inc.
27728 Highway 12
McCool, MS 39108
Business Description: Mitchell Rock is a mining and aggregate
processing company with locations in McCool,
Mississippi, and Autaugaville, Alabama.
Chapter 11 Petition Date: March 7, 2025
Court: United States Bankruptcy Court
Northern District of Alabama
Case No.: 25-00701
Judge: Hon. Tamara O Mitchell
Debtor's Counsel: Frederick M. Garfield, Esq.
SPAIN & GILLON, LLC
505 North 20th Street
Suite 1200 The Financial Center
Birmingham, AL 35203
Tel: (205) 328-4100
Fax: (205) 324-8866
E-mail: fgarfield@spain-gillon.com
Total Assets: $5,454,450
Total Liabilities: $4,586,374
The petition was signed by Chad Anthony Mitchell as owner.
A copy of the Debtor's list of four unsecured creditors is
available for free on PacerMonitor at:
https://www.pacermonitor.com/view/4LXDNZQ/Mitchell_Rock_Inc__alnbke-25-00701__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/4PJGSRI/Mitchell_Rock_Inc__alnbke-25-00701__0001.0.pdf?mcid=tGE4TAMA
MITEL NETWORKS: Seeks Chapter 11 Bankruptcy After Debt Maneuvers
----------------------------------------------------------------
Dorothy Ma and Janine Phakdeetham of Bloomberg News reports that
Mitel Networks, a Canadian telecommunications company, has filed
for bankruptcy in the U.S., citing ongoing financial difficulties
following debt restructuring efforts two years ago.
Court documents reveal that the company filed for Chapter 11
bankruptcy in the Southern District of Texas, listing assets and
liabilities each ranging from $1 billion to $10 billion.
Mitel Networks, which provides communication solutions such as
business phones and call centers, competes with major players like
Cisco Systems Inc. and Avaya Inc. The company reported having 75
million users in 2023, according to a press release.
About Mitel Networks Inc.
Mitel Networks Inc. provides communication solutions.
Mitel Networks Inc. and affiliates sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 25-90094) on
March 10, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $1 billion and $10 billion each.
MLN US HOLDCO: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Sixteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
MLN US HoldCo LLC (Lead Case) 25-90090
2160 W Broadway Road
Suite 103
Mesa Arizona 85202
Mitel Cloud Services, Inc. 25-90089
Mitel Business Systems, Inc. 25-90091
Mitel Communications Inc. 25-90092
Mitel (Delaware), Inc. 25-90093
Mitel Networks, Inc. 25-90094
Mitel Europe Limited 25-90095
Mitel Leasing, Inc. 25-90096
Mitel Technologies, Inc. 25-90097
Mitel Networks Corporation 25-90098
Mitel Networks (International) Limited 25-90099
Mitel US Holdings, Inc. 25-90100
Unify Inc. 25-90101
MLN US TopCo Inc. 25-90102
MLN TopCo Ltd. 25-90103
MNC I Inc. 25-90104
Business Description: The Debtors and their non-debtor affiliates
are a global provider of business
telecommunication solutions, offering on-
premise, cloud, and hybrid services to help
organizations of all sizes connect and
collaborate reliably. They have expanded
their capabilities and offerings through
strategic acquisitions and partnerships,
enhancing its portfolio of software,
hardware, and services. They serve a wide
range of industries, delivering flexible
solutions to meet the needs of diverse
customers worldwide.
Chapter 11 Petition Date: March 9, 2025
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Christopher M Lopez
Debtor's Counsel: John F. Higgins, Esq.
Eric M. English, Esq.
M. Shane Johnson, Esq.
James A. Keefe, Esq.
Jack M. Eiband, Esq.
PORTER HEDGES LLP
1000 Main St., 36th Floor
Houston, Texas 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
Email: jhiggins@porterhedges.com
eenglish@porterhedges.com
sjohnson@porterhedges.com
jkeefe@porterhedges.com
jeiband@porterhedges.com
- and -
Paul M. Basta, Esq.
John T. Weber, Esq.
Sean A. Mitchell, Esq.
Leslie E. Liberman, Esq.
PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019
Tel: (212) 373-3000
Fax: (212) 757-3990
Email: pbasta@paulweiss.com
jweber@paulweiss.com
smitchell@paulweiss.com
lliberman@paulweiss.com
Debtors'
Canadian
Counsel: GOODMANS LLP
Debtors'
Investment
Banker and
Financial
Advisor: PJT PARTNERS LP
Debtors'
Restructuring &
Financial
Advisor: FTI CONSULTING, INC.
Debtors'
Notice,
Claims, and
Solicitation Agent
and Administrative
Advisor: STRETTO, INC.
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by Janine Yetter as authorized
signatory.
A full-text copy of the Lead Debtor's petition is available for
free on PacerMonitor at:
https://www.pacermonitor.com/view/JDXNSOQ/MLN_US_HoldCo_LLC__txsbke-25-90090__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Estech Systems IP, LLC Contractual $2,100,000
3701 E Plano Parkway, Suite 300 Obligation
Plano, TX 75074-1806
Attn: Karen Boyd
Phone: 972-422-9700
Email: kboyd@esi-estech.com
2. Amazon Web Services Inc Trade Debt $1,341,249
410 Terry Ave North
Seattle, WA 98109-5210
Attn: Akshay Sampath
Phone: 416-618-0154
Email: sampaaks@amazon.com
3. Rackspace US Inc Trade Debt $1,301,685
PO Box 730759
Dallas, TX 75373-0759
Attn: Razi Parvez Gaffoor
Phone: 647-292-8929
Email: raziparvez.gaffoor@rackspace.com
4. Martello Technologies Trade Debt $1,256,623
Corporation
390 March Rd, Suite 110
Kanata, ON K2K 0G7
Canada
Attn: Vijita Namboothiri
Phone: 613-271-5989
Email: vnamboothiri@martello.com
5. ASC Americas Inc Trade Debt $1,007,059
101 Crawfords Corner Rd
Suite 4126
Holmdel, NJ 7733
Attn: Neil Bonser
Phone: 848-229-3388
Email: n.bonser@asctechnologies.com
6. HCL Technologies Limited Trade Debt $888,258
806, Siddharth, 96, Nehru Pl
New Delhi, 110019
India
Attn: Manit Kumar
Phone: 203-524-3209
Email: manit.k@hcltech.com
7. Wistron Corporation Trade Debt $791,171
No. 1, Zhihui Rd, Zhubei City
Hsinchu, 302059
Taiwan
Attn: Delia Liu
Phone: 886-3-5770707
Email: delia_liu@wistron.com
8. 1111 Systems Inc Trade Debt $655,711
695 Route 46, Suite 301
Fairfield, NJ 7004
Attn: Kerry Sabo
Phone: 717-269-2231
Email: ksabo@1111systems.com
9. Granite Park NM GP IV LP Lease $599,118
PO Box 207329 Obligation
Dallas, TX 75320-7329
Attn: Nicole Rustin
Phone: 972-731‑2395
Email: nrustin@graniteprop.com
10. Ascom Sweden AB Trade Debt $567,702
P.O. Box 8783 SE-402 76
Gothenburg, Sweden
Attn: Karin Fogelberg
Phone: +46 31 55-9410
Email: karin.fogelberg@ascom.com
11. CPA Global Trade Debt $525,497
3133 W Frye Road
Chandler, AZ 85226
Attn: Eric Winston
Phone: 866-739-2239
Email: eric.winston@clarivate.com
12. Workday Limited Trade Debt $487,003
Kings Bldg 152 155 Church St
Dublin, D7
Ireland
Attn: Irem Toprac
Phone: 647-913-9636
Email: accounts.receivable@workday.com
13. Softchoice LP Trade Debt $480,293
20 Mowat Ave
Toronto, ON M6K 3E8
Canada
Attn: Sabrina Mahdi
Phone: 514-846-7540
Email: sabrina.mahdi@softchoice.com
14. Innovatia Technical Trade Debt $401,275
Services Inc
1 Germain St
Saint John, NB E2M 2G1
Canada
Attn: Heather Boulter
Phone: 506-717-0063
Email: heather.boulter@innovatia.net
15. Softtek Integration Trade Debt $350,147
Systems Inc
15303 North Dallas Pkwy,
Suite 200
Addison, TX 75001
Attn: Silvia Rivera
Phone: 936-718-0822
Email: silvia.rivera@softtek.com
16. IDI Billing Solutions Trade Debt $324,743
7615 Omnitech Place
Victor, NY 14564
Attn: Carmen DeFeo
Phone: 585-453-6681
Email: cdefeo@idibilling.com
17. EBQ LLC Trade Debt $320,000
6800 Burleson Rd, Building 310,
Suite 265
Austin, TX 78744
Attn: Christina Harmel
Phone: 512-637-9253
Email: christina.harmel@ebq.com
18. Zuora Inc Trade Debt $319,140
101 Redwood Shores Parkway
Redwood City, CA 94065
Attn: Kennedy Ottenbreit
Phone: 650-641-3777
Email: kottenbreit@zuora.com
19. Concentrix CVG Customer Trade Debt $299,930
Management
201 E. 4th St
Cincinnati, OH 45202
Attn: Denise Goodrum
Phone: 615-523-5450
Email: svs_agencybilling@concentrix.com
20. TC III SPP South LLC Lease $292,318
1 Almaden Blvd, Suite 630 Obligation
San Jose, CA 95113
Attn: Lita Cunanan
Phone: 408-436-3608
Email: lita.cunanan@cushwake.com
21. Microautomation Inc Trade Debt $284,253
5870 Trinity Pkwy, Suite 600
Centreville, VA 20120-1970
Attn: Chris Gray
Phone: 703-543-2104
Email: cgray@microautomation.com
22. Syntax Systems Limited Trade Debt $272,679
111 Robert Bourassa Blvd, Suite 4500
Montreal, QC H3C 2M1
Canada
Attn: Pascal Galipeau
Phone: 819-431-3425
Email: pgalipeau@beyondtechnologies.ca
23. Genesys Cloud Services Inc Trade Debt $270,832
2001 Junipero Serra Blvd
Daly City, CA 94014
Attn: Paulo Sousa
Phone: 703-673-1752
Email: genesyslicensing@genesys.com
24. Movate Inc Trade Debt $252,912
5600 Tennyson Pkwy, Suite 255
Plano, TX 75024
Attn: Deepak Dwarakanath
Phone: 704-890-8274
Email: accounts.receivable@movate.com
25. Shenzhen Dinstar Co Ltd Trade Debt $251,649
Room 1801-1804, Building 7A, 44
Shenzhen, CN 518000
China
Attn: Lily Luo
Phone: +86 755-26456664
Email: lily@dinstar.com
26. Tech Mahindra Limited Trade Debt $250,669
4965 Preston Park Blvd, Suite 500
Plano, TX 75093
Attn: Rakshanda Srivastava
Phone: 214-974-9907
Email: rakshandas1@bsraffiliates.com
27. People AI Inc. Trade Debt $243,236
548 Market Street 58279
San Francisco, CA 94104-5401
Attn: Sheldon Buytenhuys
Phone: 888-997-3675
Email: sheldon.buytenhuys@people.ai
28. RingCentral Inc Contract Unliquidated
PO Box 734232 Counterparty
Belmont, CA 94002
Attn: Nancy Leone
Phone: 408-309-4011
Email: collections@ringcentral.com
29. Atos Contract Unliquidated
River Ouest - 80 Quai Voltaire Counterparty
Bezons, Cedex 95877
France
Attn: Alison Pearsall
Phone: + 33 (0)6 76 89 95 90
Email: alison.pearsall@eviden.com
30. Nice Systems Inc Contract Unliquidated
221 River St, 10th Floor Counterparty
Hoboken, NJ 7030
Attn: Jay Frank
Phone: 212-774-3640
Email: jay@nicetouch.net
MODIVCARE INC: Adjourns Stockholder Meeting to March 13
-------------------------------------------------------
ModivCare Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company intends to
convene and then adjourn, without commencing any business, the
previously announced special meeting of its stockholders from its
currently scheduled date and time on Monday, March 3, 2025, at
10:00 a.m., Mountain Time, to its new date and time on Thursday,
March 13, 2025, at 10:00 a.m., Mountain Time to provide for the
regularly scheduled reporting and dissemination of the Company's
fourth quarter and full year 2024 financial results prior to the
special meeting.
The record date for the special meeting has not changed as a result
of the adjournment, and Modivcare stockholders of record as of the
close of business on January 22, 2025 continue to be entitled to
vote at the special meeting. Stockholders who have voted do not
need to recast their votes, and proxies and voting instructions
previously submitted in respect of the special meeting will be
voted at the adjourned meeting unless properly revoked.
Stockholders who may want to change their vote or voting
instructions may do so by following the instructions for change or
revocation provided in the previously disseminated proxy materials
for the special meeting.
About ModivCare
ModivCare Inc. is a technology-enabled healthcare services company
that provides a suite of integrated supportive care solutions for
public and private payors and their members.
* * *
S&P Global Ratings lowered its issuer credit rating on ModivCare
Inc. to 'CCC+' from 'B-'. The outlook is negative.
NEDDY LLC: Gets Interim OK to Use Cash Collateral Until March 15
----------------------------------------------------------------
Neddy, LLC got the green light from the U.S. Bankruptcy Court for
the District of Arizona to use cash collateral until March 15.
The interim order signed by Judge Madeleine Wanslee authorized the
company to use cash collateral to pay the expenses set forth in its
budget.
Neddy projects total operational expenses of $48,523 for the period
from Feb. 22 to March 15.
As protection, The Huntington Bank will receive monthly payments of
$7,500, plus $400 in line-of-credit interest. In addition, the bank
was granted replacement liens on its pre-bankruptcy collateral,
with the same priority and extent as its pre-bankruptcy liens.
The next hearing is set for March 13.
The Huntington Bank, as secured creditor, is represented by:
Nicholas S. Bauman, Esq.
Womble Bond Dickinson (US) LLP
Tel: +1 602.262.5746
Nick.Bauman@wbd-us.com
About Neddy LLC
Neddy LLC, operating as Fortress Asphalt, is a construction company
based in Peoria, Ariz.
Neddy filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 25-01459) on February 22,
2025, listing between $500,000 and $1 million in assets and between
$1 million and $10 million in liabilities.
Judge Brenda K. Martin handles the case.
The Debtor is represented by:
Alan A. Meda, Esq.
Burch & Cracchiolo PA
1850 N. Central Ave., Suite 1700
Phoenix, AZ 85004
Phone: 602-234-8797
Fax: 602-850-9797
ameda@bcattorneys.com
NEW DIRECTION: Court Extends Cash Collateral Access to March 27
---------------------------------------------------------------
New Direction Home Health Care of DFW, Inc. received interim
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to use cash collateral until March 27, marking the third
extension since its Chapter 11 filing.
The court's previous interim order allowed New Direction to access
cash collateral until Feb. 27 only.
The third interim order authorized New Direction to use its secured
lenders' cash collateral to pay the expenses set forth in its
monthly budget, which shows projected monthly expenses of $25,500.
Timberland Bank, US Foods, Inc., CFG Merchant Solutions LLC and the
Internal Revenue Service are the secured lenders claiming liens on
New Direction's personal property. These lenders will be provided
with protection in the form of post-petition liens, a priority
claim in the Chapter 11 bankruptcy case, and cash flow payments.
A final hearing is scheduled for March 27.
About New Direction Home Health Care of DFW
New Direction Home Health Care of DFW, Inc. provides personalized
and compassionate home health care services.
New Direction sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 24-44654) on December
17, 2024, listing between $50,001 and $100,000 in assets and
between $500,001 and $1 million in liabilities. Chiketa Kelly
Williams, administrator, signed the petition.
Judge Mark X. Mullin oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC
represents the Debtor as bankruptcy counsel.
NEW GOLD: Moody's Rates New $400MM Unsec. Notes 'B3', Outlook Pos.
------------------------------------------------------------------
Moody's Ratings changed New Gold Inc.'s ("New Gold") outlook to
positive from stable and assigned a B3 rating to its proposed
US$400 million senior unsecured notes due 2032. At the same time
Moody's affirmed New Gold's B2 corporate family rating and B2-PD
probability of default rating. The company's existing B3 senior
unsecured rating has been reviewed in rating committee and remains
unchanged, and will be withdrawn once the notes are paid. New
Gold's speculative grade liquidity Rating was upgraded to SGL-1
from SGL-2.
Proceeds from the new note offering will be used to fund the tender
and repayment of its outstanding 7.5% senior unsecured notes due
2027.
The change in outlook to positive reflects anticipated increase in
free cash flow to be generated by New Gold following the completion
of its two major projects," said Jamie Koutsoukis, Moody's Ratings
analyst.
RATINGS RATIONALE
New Gold's CFR benefits from the company's operations being located
in a favorable mining jurisdiction (Canada) and low financial
leverage with good liquidity. The rating is constrained by
declining production post 2027 (without mine extensions); shorter
seven year mine life of New Afton and nine year mine life at Rainy
River; and somewhat smaller production profile (325 to 365 thousand
ounces of gold and copper of 50 to 60 million pounds guided in
2025); mine concentration with just two mines; and sensitivity to
gold and copper prices that can fluctuate. A comprehensive review
of all credit ratings for New Gold has been conducted during a
rating committee
The B3 rating on the company's $400 million senior unsecured notes,
one notch below the B2 CFR, reflects their subordination to the
unrated secured revolving credit facility.
New Gold has very good liquidity with sources of $800 million
against minimal uses through the end of March 2026. Sources consist
of $105 million of cash at Q4/24, about $320 million of free cash
flow over this period (using a Moody's gold price sensitivity of
$2,400oz in 2025 and $2,100 in 2026 and copper price sensitivity of
$4.00/lb in 2025 and $3.75/lb in 2026) and about $377 million of
availability on its $400 million revolving credit facility that
matures December 2026. Uses are limited with $0.6 million of lease
obligations within the next year. Moody's expects New Gold will
remain comfortably in compliance with its bank facility covenants.
The positive outlook reflects Moody's expectations that New Gold
will be able to generate meaningful free cash flow and grow gold
production above 350 thousand ounces per year.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company increases its scale
and operational diversity, including the successful ramp-up of
production from the New Afton C-Zone. An upgrade would also require
clarity regarding the company's plans to extend mine life and
manage production levels past 2027. New Gold would also need to
maintain adjusted debt to EBITDA below 1.5x, (CFO - dividends)/debt
above 30%, and sustain good liquidity.
The ratings could be downgraded if there as sustained negative free
cash flow,or if the company experiences material operational issues
at one of its mines . A downgrade could also occur if the adjusted
debt to EBITDA is sustained above 3.5x or (CFO - dividends)/debt
declines below 20%, or liquidity weakens.
The principal methodology used in these ratings was Mining
published in October 2021.
New Gold Inc. is a gold producer headquartered in Toronto, Ontario
with two operating mines: New Afton, British Columbia, Canada and
Rainy River, Ontario, Canada.
NEW LEDA LANES: Seeks Chapter 11 Bankruptcy in New Hampshire
------------------------------------------------------------
On March 3, 2025, New Leda Lanes Inc. filed Chapter 11 protection
in the U.S. Bankruptcy Court for the District of New Hampshire.
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 New Leda Lanes Inc.
New Leda Lanes Inc., d/b/a Leda Lanes, Kegler's Den, and Leda's
Light House, located at 340 Amherst Street in Nashua, NH, is a
family-owned candlepin
bowling center. The facility offers bowling lanes, pool tables,
arcade games, and a full bar, making it a popular venue for
parties, leagues, and community events. Leda Lanes is also known
for hosting local tournaments and supporting the Special Olympics
New Hampshire's State Bowling Tournament.
New Leda Lanes Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.H. Case No. 25-10129) on March 3,
2025. In its petition, the Debtor reports estimated assets between
$100,000 and $500,000 and estimated liabilities between $1 million
and $10 million.
The Debtor is represented by:
William J. Amann, Esq.
AMANN BURNETT, PLLC
757 Chestnut Street
Manchester, NH 03104
Tel: 603-696-5401
E-mail: wamann@amburlaw.com
NEXTDECADE CORP: Swings to $277.4 Million Net Income in FY 2024
---------------------------------------------------------------
NextDecade Corporation filed its Annual Report on Form 10-K with
the Securities and Exchange Commission, reporting a net income of
$277.4 million for the year ended December 31, 2024, compared to a
net loss of $221.6 million for December 31, 2023.
According to the Company, it generated negative cash flows from
operations and has an accumulated deficit as of December 31, 2024.
The Company believes the conditions and events, which previously
raised substantial doubt about its ability to continue as a going
concern, no longer exist following the execution of the credit
agreement (the "Corporate Credit Agreement").
* Corporate Credit Agreement
On December 31, 2024, Super Holdings, a wholly-owned subsidiary of
the Company, entered into a credit agreement to borrow an aggregate
principal amount of $175 million.
The Corporate Credit Agreement matures on December 31, 2030 and
bears a fixed annual interest rate of 12.0% which is payable
quarterly. The Company may elect to add to the outstanding
principal as paid-in-kind interest with respect to the first eight
interest payment dates and may elect 50% as paid-in-kind interest
of each interest payment date thereafter.
In conjunction with the Corporate Credit Agreement, the Company
issued to the lender warrants to purchase 7.2 million shares of its
common stock. The relative fair value of the Warrants of
approximately $28.6 million has been recognized as a discount to
the Corporate Credit Agreement.
Accordingly, the Company believes its current cash and cash
equivalents will be sufficient to fund its operations for at least
the next 12 months.
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/bdxst6xe
About NextDecade Corporation
NextDecade Corporation, a Delaware corporation, is a Houston-based
energy company primarily engaged in construction and development
activities related to the liquefaction of natural gas and sale of
LNG, and the capture and storage of CO2 emissions. The Company is
constructing and developing a natural gas liquefaction and export
facility located in the Rio Grande Valley in Brownsville, Texas,
which currently has three liquefaction trains and related
infrastructure under construction.
As of December 31, 2024, the Company had $6.4 billion in total
assets, $4.7 billion in total liabilities, and $1.7 billion in
total equity.
NIKOLA CORP: Hires M3 Advisory as Financial Advisor
---------------------------------------------------
Nikola Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire M3 Advisory Partners, LP, to
serve as their financial advisor.
The firm will render these services:
a) assist the Debtors in the development and administration of
its short-term cash flow forecasting and related methodologies, as
well as its cash management planning;
b) provide such assistance as reasonably may be required by
management of the Debtors in connection with (i) any restructuring
plans and strategic alternatives intended to maximize enterprise
value, and (ii) any related forecasts that may be required by
creditor constituencies in connection with negotiations or by the
Debtors for other corporate purposes;
c) assist the professionals who are representing the Debtors
in the reorganization process or who are working for the Debtors'
various stakeholders to coordinate their effort and individual work
product to be consistent with the Debtors' overall restructuring
goals;
d) assist, if required, the Debtors in communications and
negotiations with their outside constituents, including creditors,
trade vendors and their respective advisors;
e) assist the Debtors in obtaining and presenting such
information as may be required by the parties in interest to the
chapter 11 cases and bankruptcy processes that may be initiated by
the Debtors, including any creditors' committees and the bankruptcy
court;
f) provide such other services as are reasonable and customary
for a financial advisor in connection with the administration and
prosecution of a bankruptcy proceeding;
g) provide such other Services as are described in the
Engagement Letter; and
h) provide such additional services as M3 and the Debtors
shall otherwise agree in writing.
The firm will be paid at these hourly rates:
Managing Partner $1,415
Senior Managing Director $1,305
Managing Director $1,075 - $1,205
Senior Director $1,050
Director $880 - $990
Vice President $786
Senior Associate $680
Associate $575
Analyst $470
M3 received an initial retainer of $250,000 from the Debtors, which
was subsequently increased through various payments from the
Debtors to $750,000.
Kunal Kamlani, a senior managing director at M3 Advisory Partners,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Kunal S. Kamlani
M3 Advisory Partners, LP
1700 Broadway, 19th Floor
New York, NY 10019
Tel: (212) 202-2200
Email: info@m3-partners.com
About Nikola Corp.
Nikola Corporation manufactures commercial vehicles. The Company
provides battery and hydrogen fuel-cell electric vehicles,
drivetrains, components, energy storage systems, fueling station
infrastructure, and other transportation solutions. Nikola serves
customers worldwide.
Nikola Corp. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 25-10258) on February 19, 2025. In
its petition, the Debtor reports estimated assets between $500
million and $1 billion, with liabilities ranging from $1 billion to
$10 billion.
Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by M. Blake Cleary, Esq. at Potter
Anderson & Corroon LLP.
NIKOLA CORP: Seeks to Hires Ordinary Course Professionals
---------------------------------------------------------
Nikola Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to retain non-bankruptcy professionals
in the ordinary course of business.
The Debtors need ordinary course professionals to perform services
for matters unrelated to these Chapter 11 cases.
The Debtors seek to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtors do not believe that any of the ordinary course
professionals have an interest materially adverse to them, their
estates, creditors, or other parties in interest in connection with
the matter upon which they are to be engaged.
The OCPs include:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 6th Ave, New York, NY 10019
-- Defense counsel in pending class action matter
Grant Thornton
757 3rd Ave 9th floor, New York, NY 10017
-- Auditors
Snell & Wilmer LLP
One East Washington Street, Suite 2700
Phoenix, AZ 85004
-- Intellectual Property Counsel
About Nikola Corp.
Nikola Corporation manufactures commercial vehicles. The Company
provides battery and hydrogen fuel-cell electric vehicles,
drivetrains, components, energy storage systems, fueling station
infrastructure, and other transportation solutions. Nikola serves
customers worldwide.
Nikola Corp. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 25-10258) on February 19, 2025. In
its petition, the Debtor reports estimated assets between $500
million and $1 billion, with liabilities ranging from $1 billion to
$10 billion.
Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by M. Blake Cleary, Esq. at Potter
Anderson & Corroon LLP.
NIKOLA CORP: Taps Epiq Corporate as Administrative Advisor
----------------------------------------------------------
Nikola Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Epiq Corporate Restructuring,
LLC as administrative advisor.
The firm's services include:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a Chapter 11 plan;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the engagement
agreement.
The hourly rates of the firm's professionals are as follows:
IT / Programming $65 - $85
Case Managers $85 - $185
Project Managers/Consultants/ Directors $175 - $195
Solicitation Consultant $195
Executive Vice President, Solicitation $195
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a retainer in the
amount of $25,000 from the Debtor.
Alex Warso, a consulting director at Epiq, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Alex Warso
Epiq Corporate Restructuring, LLC
311 S. Wacker Drive, Suite 350
Chicago, IL 60606
Telephone: (212) 225-9200
About Nikola Corp.
Nikola Corporation manufactures commercial vehicles. The Company
provides battery and hydrogen fuel-cell electric vehicles,
drivetrains, components, energy storage systems, fueling station
infrastructure, and other transportation solutions. Nikola serves
customers worldwide.
Nikola Corp. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 25-10258) on February 19, 2025. In
its petition, the Debtor reports estimated assets between $500
million and $1 billion, with liabilities ranging from $1 billion to
$10 billion.
Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by M. Blake Cleary, Esq. at Potter
Anderson & Corroon LLP.
NIKOLA CORP: Taps Houlihan Lokey as Investment Banker
-----------------------------------------------------
Nikola Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Houlihan Lokey Capital, Inc.
as financial advisor and investment banker.
The firm's services include:
a) assisting the Debtors in the development and distribution
of selected information, documents and other materials, including,
if appropriate, advising the Debtors in the preparation of an
offering memorandum (it being expressly understood that the Debtors
will remain solely responsible for such materials and all of the
information contained therein);
b) assisting the Debtors in evaluating indications of interest
and proposals regarding any Transaction(s) from current and/or
potential lenders, equity investors, acquirers and/or strategic
partners;
c) assisting the Debtors with the negotiation of any
Transaction(s), including participating in negotiations with
creditors and other parties involved in any Transaction(s);
d) attending meetings of the Debtors' Board of Directors,
creditor groups, official constituencies and other interested
parties, as the Debtors and Houlihan Lokey mutually agree;
e) providing expert advice and testimony regarding financial
matters related to any Transaction(s), if necessary; and
f) providing such other investment banking services as may be
agreed upon by Houlihan Lokey and the Debtors.
The firm will be compensated as follows:
(a) Initial Fee: In addition to the other fees provided for
herein, upon the execution of this Agreement, the Company shall pay
Houlihan Lokey a nonrefundable cash fee of $175,000, which shall be
earned upon Houlihan Lokey's receipt thereof in consideration of
Houlihan Lokey accepting this engagement ("Initial Fee").
(b) Monthly Fees: In addition to the other fees provided for,
upon the first, second, and third monthly anniversary of the
Effective Date, the Debtors shall pay Houlihan Lokey in advance,
without notice or invoice, a nonrefundable cash fee of $175,000,
and on every subsequent monthly anniversary of the Effective Date
during the term of the Engagement Agreement, the Debtors shall pay
Houlihan Lokey in advance, without notice or invoice, a
nonrefundable cash fee of $150,000 ("Monthly Fee"); provided,
however, that no additional Monthly Fee shall be paid after the
payment of any final transaction fee referred to in paragraph
(c)(i) below with respect to a 3(a)(9) Offer. Each Monthly Fee
shall be earned upon Houlihan Lokey's receipt thereof in
consideration of Houlihan Lokey accepting this engagement and
performing services.
(c) Transaction Fee(s): In addition to the other fees provided
for herein, the Debtors shall pay Houlihan Lokey the following
transaction fee(s):
a. Restructuring Transaction Fee. Upon the earlier to
occur of: (I) in the case of an out-of-court Restructuring
Transaction (as defined below), the closing of such Restructuring
Transaction, and (II) the date of confirmation of a plan of
reorganization or liquidation under Chapter 11 or Chapter 7 of the
Bankruptcy Code pursuant to an order of the Court, Houlihan Lokey
shall earn, and the Debtors shall promptly pay to Houlihan Lokey, a
cash fee ("Restructuring Transaction Fee") of $3,000,000, provided
that, in the event the Restructuring Transaction is undertaken as a
3(a)(9) Offer, the Restructuring Transaction Fee, whether or not as
a part of a plan, shall be earned and payable immediately upon the
first mailing, delivery or other dissemination of offering
documents pursuant to the 3(a)(9) Offer.
b. Out-of-Court Exchange Transaction Fee. Upon the
closing of a Restructuring Transaction involving (i) an
out-of-court exchange offer related to the Debtors' existing
convertible notes, and (ii) a public equity offering of the
Debtors' common stock, Houlihan Lokey shall earn, and the Debtors
shall promptly pay to Houlihan Lokey, a cash fee ("Out-of-Court
Exchange Transaction Fee") of $1,500,000, provided that, in the
event the Restructuring Transaction is undertaken as a 3(a)(9)
Offer, the Out-of-Court Exchange Transaction Fee, whether or not as
a part of a plan, shall be earned and payable immediately upon the
first mailing, delivery or other dissemination of offering
documents pursuant to the 3(a)(9) Offer.
c. Sale Transaction Fee. Upon the closing of each Sale
Transaction, Houlihan Lokey shall earn, and the Debtors shall
thereupon pay to Houlihan Lokey immediately and directly from the
gross proceeds of such Sale Transaction, as a cost of such Sale
Transaction, a cash fee ("Sale Transaction Fee") based upon
Aggregate Gross Consideration ("AGC"), calculated as follows:
For AGC up to $150 million: $3,000,000, plus,
For AGC greater than $150 million: 3.0 percent of such
incremental AGC.
If more than one Sale Transaction is consummated, Houlihan Lokey
shall be compensated based on the AGC from all Sale Transactions,
calculated in the manner set forth above. 50 percent of the Sale
Transaction Fee, up to a maximum of $1,500,000, shall be credited
against the Restructuring Transaction Fee.
d. Financing Transaction Fee. Upon the closing of each
Financing Transaction, Houlihan Lokey shall earn, and the Debtors
shall thereupon pay to Houlihan Lokey immediately and directly from
the gross proceeds of such Financing Transaction, as a cost of such
Financing Transaction, a cash fee ("Financing Transaction Fee")
equal to the sum of: (I) 1.75 percent of the gross proceeds of any
indebtedness raised or committed that is senior to other
indebtedness of the Debtors, secured by a first priority lien and
unsubordinated, with respect to both lien priority and payment, to
any other obligations of the Debtors (other than with respect to
debtor-in-possession financing), (II) 2.75 percent of the gross
proceeds of any indebtedness raised or committed that is unsecured,
and (III) 4.75 percent of the gross proceeds of all equity or
equity-linked securities (including, without limitation,
convertible securities and preferred stock) placed or committed.
Any warrants issued in connection with the raising of debt or
equity capital shall, upon the exercise thereof, be considered
equity for the purpose of calculating the Financing Transaction
Fee, and such portion of the Financing Transaction Fee shall be
paid upon such exercise and from the gross proceeds thereof,
regardless of any prior termination or expiration of the Engagement
Agreement. It is understood and agreed that if the proceeds of any
such Financing Transaction are to be funded in more than one stage,
Houlihan Lokey shall be entitled to its applicable compensation
hereunder upon the closing date of each stage. The Financing
Transaction Fee(s) shall be payable in respect of any sale of
securities whether such sale has been arranged by Houlihan Lokey,
by another agent or directly by the Debtors or any of its
affiliates. Any non-cash consideration provided to or received in
connection with the Financing Transaction (including but not
limited to intellectual or intangible property) shall be valued for
purposes of calculating the Financing Transaction Fee as equaling
the number of Securities issued in exchange for such consideration
multiplied by (in the case of debt securities) the face value of
each such Security or (in the case of equity securities) the price
per Security paid in the then current round of financing. The fees
set forth herein shall be in addition to any other fees that the
Debtors may be required to pay to any investor or other purchaser
of Securities to secure its financing commitment. Houlihan Lokey
shall earn, and the Debtors shall thereupon pay to Houlihan Lokey
immediately and directly from the gross proceeds of such Financing
Transaction, a Financing Transaction Fee for any
debtor-in-possession financing that is raised of 1.5 percent of
gross proceeds.
e. Expenses. In addition to all of the other fees and expenses
described in the Engagement Agreement, and regardless of whether
any Transaction is consummated, the Debtors shall, upon Houlihan
Lokey's request, reimburse Houlihan Lokey for its reasonable
out-of-pocket expenses incurred from time to time. Houlihan Lokey
bills its clients for its reasonable out-of-pocket expenses
including, but not limited to (i) travel-related and certain other
expenses, without regard to volume-based or similar credits or
rebates Houlihan Lokey may receive from, or fixed-fee arrangements
made with, travel agents, airlines or other vendors, and (ii)
research, database and similar information charges paid to third
party vendors, and reprographics expenses, to perform
client-related services that are not capable of being identified
with, or charged to, a particular client or engagement in a
reasonably practicable manner, based upon a uniformly applied
monthly assessment or percentage of the fees due to Houlihan Lokey.
Houlihan Lokey shall, in addition, be reimbursed by the Debtors for
the fees and expenses of Houlihan Lokey's legal counsel incurred in
connection with the negotiation and performance of the Engagement
Agreement and the matters contemplated hereby.
Drew Talarico, managing director of Houlihan Lokey Capital, Inc.,
assures the Court that his firm is a "disinterested person," as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Drew Talarico
Houlihan Lokey Capital, Inc.
10250 Constellation Blvd. 5th Fl.
Los Angeles, CA 90067
Telephone: (310) 553-8871
Facsimile: (310) 553-2173
About Nikola Corp.
Nikola Corporation manufactures commercial vehicles. The Company
provides battery and hydrogen fuel-cell electric vehicles,
drivetrains, components, energy storage systems, fueling station
infrastructure, and other transportation solutions. Nikola serves
customers worldwide.
Nikola Corp. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 25-10258) on February 19, 2025. In
its petition, the Debtor reports estimated assets between $500
million and $1 billion, with liabilities ranging from $1 billion to
$10 billion.
Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by M. Blake Cleary, Esq. at Potter
Anderson & Corroon LLP.
NIKOLA CORP: Taps Pillsbury Winthrop Shaw as Co-Counsel
-------------------------------------------------------
Nikola Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Pillsbury Winthrop Shaw
Pittman LLP as co-counsel.
The firm will render these services:
(a) advise the Debtors of their rights, powers and duties;
(b) prepare legal documents to be filed by the Debtors in
these Chapter 11 cases;
(c) take all necessary actions to protect and preserve the
Debtors' estates;
(d) advise the Debtors in connection with the sale of
substantially all of their assets or the transfer of operations;
(e) prepare, file, and pursue approval of any Chapter 11 plan
and disclosure statement filed by the Debtors in these Chapter 11
cases;
(f) represent the Debtors in matters with and before the
United States Trustee; and
(g) perform all other legal services for and on behalf of the
Debtors that may be necessary or appropriate in these Chapter 11
cases.
The firm's hourly rates are as follows:
Partner $1,715 to $1,110
Counsel $1,175 to $1,070
Senior Associate $1,060
Associate $905 to $735
Paraprofessional $540
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received an initial retainer in the amount of $1,500,000.
Joshua Morse, Esq., a partner at Pillsbury Winthrop Shaw Pittman,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Joshua D. Morse, Esq.
Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111
Telephone: (415) 983-1000
Facsimile: (415) 983-1200
Email: joshua.morse@pillsburylaw.com
About Nikola Corp.
Nikola Corporation manufactures commercial vehicles. The Company
provides battery and hydrogen fuel-cell electric vehicles,
drivetrains, components, energy storage systems, fueling station
infrastructure, and other transportation solutions. Nikola serves
customers worldwide.
Nikola Corp. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 25-10258) on February 19, 2025. In
its petition, the Debtor reports estimated assets between $500
million and $1 billion, with liabilities ranging from $1 billion to
$10 billion.
Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by M. Blake Cleary, Esq. at Potter
Anderson & Corroon LLP.
NIKOLA CORP: Taps Potter Anderson & Corroon as Co-Counsel
---------------------------------------------------------
Nikola Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Potter Anderson & Corroon LLP
as co-counsel.
The firm's services include:
(a) advise the Debtors of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
(b) take action to protect and preserve the Debtors' estates;
(c) appear in court and at any meeting required by the U.S.
Trustee and any meeting of creditors at any given time on behalf of
the Debtors as their counsel;
(d) assist with any disposition of the Debtors' assets by sale
or otherwise;
(e) prepare legal papers in connection with the administration
of the Debtors' estates;
(f) prepare the plan of reorganization;
(g) prepare the disclosure statement and any related documents
and pleadings necessary to solicit votes on the plan of
reorganization;
(h) prosecute on behalf of the Debtors any proposed plan and
seek approval of all transactions contemplated therein and, in any
amendments, thereto; and
(i) perform all other services assigned by the Debtors to
Potter Anderson.
The hourly rates of the firm's counsel and staff are as follows:
Partner $750 - $1650
Counsel $775
Associates $475 - $735
Paraprofessionals $330 - $460
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the total amount of $250,000.
M. Blake Cleary, Esq., a partner at Potter Anderson & Corroon, also
provided the following in response to the request for additional
information set forth in Section D of the Revised U.S. Trustee
Guidelines:
a. Potter Anderson has not agreed to a variation of its
standard or customary billing arrangement for this engagement;
b. None of Potter Anderson's professionals included in this
engagement have varied their rate based on the geographic location
of these chapter 11 cases;
c. Potter Anderson has only represented the Debtors in
connection with this matter. The billing rates and material terms
of the representation prior to the Petition Date are the same as
the rates and terms described in this Application.
Mr. Cleary disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
M. Blake Cleary, Esq.
Potter Anderson & Corroon LLP
Hercules Plaza
1313 North Market Street, 6th Floor
P.O. Box 951
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
Email: bcleary@potteranderson.com
About Nikola Corp.
Nikola Corporation manufactures commercial vehicles. The Company
provides battery and hydrogen fuel-cell electric vehicles,
drivetrains, components, energy storage systems, fueling station
infrastructure, and other transportation solutions. Nikola serves
customers worldwide.
Nikola Corp. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 25-10258) on February 19, 2025. In
its petition, the Debtor reports estimated assets between $500
million and $1 billion, with liabilities ranging from $1 billion to
$10 billion.
Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by M. Blake Cleary, Esq. at Potter
Anderson & Corroon LLP.
NUASIN NEXT: Moody's Lowers Rating to Ba3, Outlook Negative
-----------------------------------------------------------
Moody's Ratings has downgraded Nuasin Next Generation Charter
School, NY's rating to Ba3 from Ba1 and assigned a negative
outlook. The school had $24.2 million of outstanding debt as of
draft audit fiscal year end 2024. This rating action concludes the
review for downgrade initiated on December 4, 2024, prompted by the
school's breach of its covenant agreement to maintain 1.0x annual
debt service coverage.
The downgrade to Ba3 reflects the school's very weak operating
performance in fiscal 2024, including the breach of the debt
service coverage covenant. Operating performance and the ability
to meet covenants in fiscal 2025 remains uncertain. Governance is a
key driver of this rating action due to weaker management
credibility and track record for fiscal 2024 and 2025. The school
has also yet to outline a clear path to achieving long term
stability of its operations and physical plant needs while growing
enrollment.
RATINGS RATIONALE
The Ba3 rating incorporates Nuasin's moderate scale and fair
competitive profile as a charter school with a 15 year operating
history. Despite some draw down of reserves in 2024, liquidity
remains solid at 150 days cash on hand providing some ability to
manage through the current period of operating volatility as the
school invests for future growth. This investment, including one
time capital expenditures, resulted in very weak 2024 results and
inability to cover debt service from operations, with 0.51 times
debt service coverage. This is well below the covenanted 1.0 times
and an event of default under the covenants. The school is pursuing
the consent of bondholders to waive their right to accelerate
principal repayment under the event of default. Nausin's ability to
pay debt service is enhanced by rental assistance provided by the
New York City Department of Education.
The school's initial 2025 posted budget indicated another year of
significant deficit operations, with a $1.8 million budgeted
deficit which would result in another year of covenant default. The
school has posted interim financial information indicating improved
performance service in 2025, with management forecasting an ability
to meet covenants. However, the reliability of the interim
financial information and ability of management to ultimately
execute on its financial turnaround plan is uncertain.
The school plans to expand its enrollment into additional space
that has been secured through a temporary annual lease that can be
renewed for up to five years. It is unclear whether the school
could maintain the necessary space for the enrollment growth after
the five-year lease period expires.
RATING OUTLOOK
The negative outlook reflects recent volatility of results and of
changing forecasts, which makes projecting ongoing ability to meet
financial covenants and execute on strategic initiatives uncertain.
In addition, while cash reserves currently are projected to remain
sound, inability to secure a waiver of its covenant default would
be a material credit event.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Consistent maintenance of strong coverage levels above 1.5x and
enhanced liquidity exceeding 185 days cash on hand
-- Improved governance, particularly around financial management
and best practices
-- Sustained growth in enrollment and successful execution of
expansion plans, leading to increased revenue and financial
stability
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Failure to receive a waiver from bondholders for breaching a
bond covenant that results in acceleration of principal
-- Continued deterioration in financial operations resulting in
ongoing coverage below sum sufficiency and weakened liquidity
-- Increase in leverage
-- A significant decline in demand, signaling a possible erosion
of the institution's standing and appeal
LEGAL SECURITY
The debt is secured by payments by the school to the issuer under a
loan agreement. The lease term aligns with bond amortization and
includes two five-year renewal options. The school pledges all
school revenues, excluding categorical education funds and
restricted gifts, defined as School Pledged Revenues. There is a
debt service reserve fund and bond holders also have a mortgage
interest in the school. Covenants require 90 days of cash for
sum-sufficient coverage or 1.1x debt service coverage, with
violations leading to consultant engagement. Events of default
include nonpayment and failure of the issuer to perform any
covenant under the Indenture. Upon an event of default, holders of
over 25% of outstanding principal may accelerate the bonds;
declaring all amounts to be due and payable immediately. The
Trustee is also authorized to make this same determination.
PROFILE
Nuasin Next Generation Charter School, formerly Metropolitan
Lighthouse Charter School, a public charter entity for K-12 grades,
started in 2010. Located in Highbridge, Bronx, New York City, NY,
it had 693 students FY 2024. The current charter, authorized by the
New York City Department of Education, Chancellor of Education,
expires on June 30, 2027. In New York, charters have a maximum term
of 5 years. The school aims to expand to another facility and
increase its student count to around 1,200 by 2030.
METHODOLOGY
The principal methodology used in this rating was US Charter
Schools published in April 2024.
ORB TERTIUS: Gets Interim OK to Use Cash Collateral Until March 25
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Orb Tertius, LLC interim approval to use cash collateral.
The interim order authorized the company to use cash collateral to
pay the expenses set forth in its budget, with a 15% variance
allowed.
As protection for the use of its cash collateral, the U.S. Small
Business Administration was granted a replacement lien on the
company's post-petition assets for the amount of cash collateral
used.
In addition, SBA will receive a monthly payment of $246.
Orb Tertius' authority to use cash collateral terminates on March
25 or upon the dismissal or conversion of its Chapter 11 case,
whichever comes first.
The next hearing is scheduled for March 25.
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.
The Debtor is represented by Matthew D. Resnik, Esq., at Rhm Law,
LLP.
OUTFRONT MEDIA: Posts $258.2 Million Net Income in FY 2024
----------------------------------------------------------
OUTFRONT Media Inc. filed its Annual Report on Form 10-K with the
Securities and Exchange Commission, reporting a net income of
$258.2 million on $1.8 billion of revenues for the year ended
December 31, 2024, compared to a net loss of $425.2 million on $1.8
million of revenues for December 31, 2023.
As of December 31, 2024, the Company had $5.2 billion in total
assets, $4.4 billion in total liabilities, $133. million in
commitments and contingencies, and $649 million in total equity.
According to the Company, it has substantial indebtedness that
could adversely affect its financial condition.
OUTFRONY said, "As of December 31, 2024, we had total indebtedness
of approximately $2.5 billion (consisting of the Term Loan, the
Notes and the AR Facility with outstanding aggregate principal
balances of $400.0 million, $2.1 billion and $10.0 million,
respectively), undrawn commitments under the Revolving Credit
Facility of $500.0 million, excluding $5.5 million of letters of
credit issued against the Revolving Credit Facility, and $140.0
million borrowing capacity remaining under the AR Facility."
"Our level of debt could have important consequences, including:
* making it more difficult for us to satisfy our obligations
with respect to the Notes and our other debt;
* requiring us to dedicate a substantial portion of our cash
flow from operations to payments on indebtedness, thereby reducing
the availability of cash flow to fund acquisitions, working
capital, capital expenditures, and strategic business development
efforts and other corporate purposes;
* increasing our vulnerability to and limiting our flexibility
in planning for, or reacting to, changes in the business, the
industries in which we operate, the economy and governmental
regulations;
* limiting our ability to make strategic acquisitions or
causing us to make non-strategic divestitures;
* exposing us to the risk of rising interest rates as
borrowings under the Senior Credit Facilities and the AR Facility
are subject to variable rates of interest;
* placing us at a competitive disadvantage compared to our
competitors that have less debt; and
* limiting our ability to borrow additional funds."
"The terms of the agreements governing our indebtedness restrict
our current and future operations, particularly our ability to
incur debt that we may need to fund initiatives in response to
changes in our business, the industries in which we operate, the
economy and governmental regulations."
"The Credit Agreement and the indentures governing the Notes
contain a number of restrictive covenants that impose significant
operating and financial restrictions on us and our subsidiaries and
limit our ability to engage in actions that may be in our long-term
best interests, including restrictions on our and our subsidiaries'
ability to:
* incur additional indebtedness;
* pay dividends on, repurchase or make distributions in
respect of our capital stock (other than dividends or distributions
necessary for us to maintain our REIT status, subject to certain
conditions);
* make investments or acquisitions;
* sell, transfer or otherwise convey certain assets;
* change our accounting methods;
* create liens;
* enter into agreements restricting the ability to pay
dividends or make other intercompany transfers;
* consolidate, merge, sell or otherwise dispose of all or
substantially all of our or our subsidiaries' assets;
* enter into transactions with affiliates;
* prepay certain kinds of indebtedness;
* issue or sell stock of our subsidiaries; and
* change the nature of our business."
"The agreements governing the AR Facility also contain affirmative
and negative covenants with respect to the SPVs holding our
accounts receivables."
"In addition, the Credit Agreement (and under certain
circumstances, the agreements governing the AR Facility) has a
financial covenant that requires us to maintain a Consolidated Net
Secured Leverage Ratio. Our ability to meet this financial covenant
may be affected by events beyond our control."
"As a result of all of these restrictions, we may be:
* limited in how we conduct our business;
* unable to raise additional debt or equity financing to
operate during general economic or business downturns; or
* unable to compete effectively or to take advantage of new
business opportunities."
"These restrictions could hinder our ability to grow in accordance
with our strategy or inhibit our ability to adhere to our intended
distribution policy and, accordingly, may cause us to incur
additional U.S. federal income tax liability beyond current
expectations."
"A breach of the covenants under the Credit Agreement or the
indentures governing the Notes, as well as a breach of the
covenants under the agreements governing the AR Facility, including
the inability to repay any amounts due and payable, could result in
an event of default or termination event under the applicable
agreement. Such a default or termination event would allow the
lenders under the Senior Credit Facilities, the Purchasers (as
defined below) under the AR Facility and the holders of the Notes
to accelerate the repayment of such debt and may result in the
acceleration of the repayment of any other debt to which a
cross-acceleration or cross-default provision applies. In the event
our creditors accelerate the repayment of our borrowings, we and
our subsidiaries may not have sufficient assets to repay that
indebtedness. An event of default or termination event under the
Credit Agreement, the indenture and related agreements governing
the 2031 Notes, and the agreements governing the AR Facility would
also permit the applicable lenders, holders of the 2031 Notes,
Purchasers and any other secured creditors to proceed against the
collateral that secures such indebtedness, and, with respect to the
Credit Agreement and AR Facility, terminate all other commitments
to extend additional credit to us. Any of these events could have
an adverse effect on our business, financial condition and results
of operations."
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/55sarpj6
About OUTFRONT Media Inc.
Headquartered in New York, OUTFRONT Media Inc. leases advertising
space on out-of-home advertising structures and sites.
* * *
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.
PAR PETROLEUM: Moody's Alters Outlook on 'Ba3' CFR to Negative
--------------------------------------------------------------
Moody's Ratings has revised the outlook on Par Petroleum, LLC (Par)
to negative from stable, while affirming the Ba3 Corporate Family
Rating, Ba3-PD Probability of Default Rating, and B1 rating on its
backed senior secured term loan B. Par's Speculative Grade
Liquidity (SGL) rating was downgraded to SGL-3 from SGL-2.
"The negative outlook for Par reflects risks from increased
leverage, potential additional borrowings in 2025, and
uncertainties about the pace of deleveraging," said Jonathan
Teitel, a Moody's Vice President - Senior Analyst.
RATINGS RATIONALE
Par's negative outlook is due to higher leverage and risks to the
pace of deleveraging because of cash flow pressures from planned
turnarounds, ongoing operating environment challenges, and
uncertainties around potential tariffs on Canadian oil imports. The
balance of share repurchases and maintenance of balance sheet
strength and effects on liquidity in such a highly cyclical
business will also be important considerations.
Par's Ba3 CFR reflects the company's diversified business,
integrated asset base and modest scale. The acquisition of the
Billings, Montana refinery, marketing and logistics assets in 2023
enhanced its presence in the western US. While the refining
business is highly cyclical, Par benefits from its integrated
operations and the stability provided by its logistics and retail
businesses. Potential tariffs on Canadian oil imports present a
feedstock sourcing risk.
Par's EBITDA declined in 2024 due to weak crack spreads in the
refining business, which along with share repurchases, has led to
lower cash flows, a reduced cash balance and increased revolver
borrowings, offset by lower intermediation obligations. While
EBITDA is expected to improve in 2025, turnaround activities and
remaining investment in its Hawaii sustainable aviation fuel
project (expected to start operations in the second half of the
year) will constrain cash flows, possibility necessitating
additional borrowing. Par has four refineries and plans a
turnaround at its Billings refinery in 2025 and another two in
2026. Par targets reducing operating and corporate costs in 2025,
which would lift EBITDA.
Also constraining EBITDA and cash flows in 2025 will be the damage
to the crude heater furnace at its Wyoming refinery on February 12
during severe winter weather, which led to the facility being
idled. Par expects to resume partial operations in mid-April and
full utilization levels by the end of May.
Par's SGL-3 rating indicates adequate liquidity. As of December 31,
2024, Par had $192 million in cash and a $1.4 billion ABL revolving
credit facility due in 2028, with $483 million in outstanding
borrowings, a borrowing base of $1.0 billion and $110 million in
letters of credit outstanding. The revolver has springing minimum
fixed charge coverage ratios based on availability tests, which are
not expected to be activated through mid-2026. The term loan has no
financial covenants. In May 2024, Par entered into a three-year
inventory intermediation agreement for crude oil to support its
Hawaii refining operations, with an option to extend for one year.
As of December 31, 2024, Par had $194 million in obligations under
inventory financing agreements, a $400 million decline compared to
the prior year.
Par's senior secured term loan due 2030 is rated B1, one notch
below the CFR. As of December 31, 2024, the outstanding term loan
balance was $640 million. The term loan is secured by first liens
on assets, except for those on which the ABL revolver and inventory
intermediation facility have first liens. Par Pacific Holdings,
Inc. (Par's parent company) provides a senior unsecured guarantee
for both the ABL and the term loan, covering principal and interest
payments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a downgrade include lack of improvement
in operating performance and debt reduction, leverage remaining
above 3x, weakening liquidity, or aggressive financial policies.
Factors that could lead to an upgrade include much greater scale
and diversification of refining assets, improved operating
performance and sustained low leverage through the cycle, and
consistent positive free cash flow. Conservative financial
policies, including maintaining a cadence of shareholder returns
that sustains a large cash balance and strong liquidity through the
cycle, is important to supporting further credit improvement.
Par, headquartered in Houston, Texas, is a subsidiary of Par
Pacific Holdings, Inc., a publicly traded energy company with
refining, logistics and retail operations in Hawaii, Montana,
Washington, and Wyoming.
The principal methodology used in these ratings was Refining and
Marketing published in August 2021.
PAVMED INC: Tasso Partners Holds 18.9% Equity Stake
---------------------------------------------------
Tasso Partners, LLC disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of February 21, 2025, it
beneficially owned 2,574,350 shares of PAVmed Inc.'s common stock,
representing 18.9% of the outstanding shares. The number of shares
beneficially owned excludes 53,974 shares issuable upon the
exercise of warrants that are not currently exercisable and will
not become exercisable within 60 days.
Tasso Partners may be reached through:
Dana Carrera
Manager of Tasso Capital, LLC
P.O. Box 503
Rumson NJ 07760
Tel: 347-986-0729
A full-text copy of the Tasso Partners' SEC report is available
at:
https://tinyurl.com/3wsxemd8
About PAVMed
Headquartered in New York, NY, PAVmed is structured to be a
multi-product life sciences company organized to advance a pipeline
of innovative healthcare technologies. Led by a team of highly
skilled personnel with a track record of bringing innovative
products to market, PAVmed is focused on innovating, developing,
acquiring, and commercializing novel products that target unmet
needs with large addressable market opportunities. Leveraging its
corporate structure -- a parent company that will establish
distinct subsidiaries for each financed asset -- the Company has
the flexibility to raise capital at the PAVmed level to fund
product development, or to structure financing directly into each
subsidiary in a manner tailored to the applicable product, the
latter of which is its current strategy given prevailing market
conditions.
Headquartered in New York, NY, Marcum LLP, the Company's auditor
since 2019, issued a "going concen" qualification in its report
dated March 25, 2024. The report cites that the Company has a
significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
The Company incurred a net loss attributable to PAVmed Inc. common
stockholders of approximately $66.3 million and had net cash flows
sed in operating activities of approximately $52.0 million for the
year ended Dec. 31, 2023. As of Dec. 31, 2023, the Company had
negative working capital of approximately $29.7 million, with such
working capital inclusive of the Senior Secured Convertible Notes
classified as a current liability of an aggregate of approximately
$44.2 million and approximately $19.6 million of cash.
"The Company's ability to continue operations beyond March 2025,
will depend upon generating substantial revenue that is conditioned
upon obtaining positive third-party reimbursement coverage for its
EsoGuard Esophageal DNA Test from both government and private
health insurance providers, increasing revenue through contracting
directly with self-insured employers, and on its ability to raise
additional capital through various potential sources including
equity and/or debt financings or refinancing existing debt
obligations," PAVMed said in its 2023 Annual Report.
PMHB LLC: Seeks Chapter 11 Bankruptcy in North Carolina
-------------------------------------------------------
On March 2, 2025, PMHB LLC filed Chapter 11 protection in the U.S.
Bankruptcy Court for the Western District of North Carolina.
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 PMHB LLC
PMHB LLC is a hotel development company based in Asheville, North
Carolina.
PMHB LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. ) on March 2, 2025. In its petition, the Debtor reports
estimated assets and liabilities between $10 million and $50
million each.
Honorable Bankruptcy Judge George R. Hodges handles the case.
The Debtor is represented by:
Dennis O'Dea, Esq.
SFS LAW GROUP
PO Box 78588
Charlotte, NC 28277
Tel: (704) 780-1544
Fax: (704) 973-0043
Email: dennis.odea@sfslawgroup.com
POET TECHNOLOGIES: Wins Lightwave Award for AI Hardware Technology
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POET Technologies Inc., a leader in the design and implementation
of highly integrated optical engines and light sources for
Artificial Intelligence networks, today announced that it was the
recipient of another prestigious award. Lightwave+BTR Innovation
Reviews, a recognized authority in the optoelectronics industry,
named POET as an Elite Score recipient for its 2025 awards.
The publication, which recognizes excellence in a product or
technology applicable to optical networks, singled out the POET
Optical Interposer™ for the honor. A panel of judges, comprised
of experts from the optical communications and broadband
communities, awarded POET in the Optical Transceiver and
Transponder category.
"On behalf of the Lightwave+BTR Innovation Reviews, I would like to
congratulate POET on achieving a well-deserved level honoree
status. This competitive program enables Lightwave+BTR to showcase
and applaud the most innovative products, projects, technologies,
and programs that significantly impact the industry," commented
Lightwave+BTR Editor-in-Chief Sean Buckley.
Lightwave+BTR will present POET with the award statue during the
2025 OFC Conference in San Francisco (March 31-April 3).
"The Lightwave+BTR honor is another in a growing list of indicators
that our platform technology and the innovation it brings is
gaining more attention from within our industry," stated POET
Chairman and Chief Executive Officer Dr. Suresh Venkatesan. "We are
seeing strong interest from new and existing customers precisely
because of the reasons that the Lightwave+BTR panelists identify.
The POET Optical Interposer provides costs savings, power
efficiency, and superior performance as the industry rapidly moves
toward speeds of 1.6Tbps and higher."
The accolade is the fourth award that POET has received in the past
eight months. The others include the AI Breakthrough Award for
"Best Optical AI Solution", Global Tech's "Best in Artificial
Intelligence" award and the Gold Medal from the Merit Awards as "AI
Innovator of the Year".
Lightwave+BTR judges reviewed entries based on the following
criteria:
* Originality
* Innovation
* Positive impact on the customer
* How well it addresses a new or existing requirement
* Novelty of approach
* Cost-effectiveness.
The POET Optical Interposer is the foundation for the Company's
highly integrated silicon-based optical engines and light sources
that are designed to power AI hardware applications and data center
hyperscalers to the next level of speed and performance.
Along with the Lightwave+BTR recognition, POET has also been
featured in a number of other industry outlets since the beginning
of 2025, including:
* Photonics Spectra: View Dr. Venkatesan's presentation at the
Integrated Photonics Summit
* Converge Network: POET's Predictions for 2025
* SI Market: A New Horizon for POET Technologies
* Photonics Online: Read POET's article on "Why Optical
Interposers Are The Hidden But Essential Component For The AI
Revolution"
About POET Technologies Inc.
POET Technologies Inc. -- www.poet-technologies.com -- is a design
and development company offering high-speed optical modules,
optical engines, and light source products to the artificial
intelligence systems market and hyperscale data centers. POET's
photonic integration solutions are based on the POET Optical
Interposer, a novel, patented platform that allows the seamless
integration of electronic and photonic devices into a single chip
using advanced wafer-level semiconductor manufacturing techniques.
POET's Optical Interposer-based products are lower cost, consume
less power than comparable products, are smaller in size, and are
readily scalable to high production volumes. In addition to
providing high-speed (800G, 1.6T, and above) optical engines and
optical modules for AI clusters and hyperscale data centers, POET
has designed and produced novel light source products for
chip-to-chip data communication within and between AI servers, the
next frontier for solving bandwidth and latency problems in AI
systems. POET's Optical Interposer platform also solves device
integration challenges in 5G networks, machine-to-machine
communication, self-contained "Edge" computing applications, and
sensing applications, such as LIDAR systems for autonomous
vehicles. POET is headquartered in Toronto, Canada, with operations
in Allentown, PA, Shenzhen, China, and Singapore.
Hartford, Conn.-based Marcum LLP, the Company's auditor since 2009,
issued a "going concern" qualification in its report dated March
15, 2024, citing that the Company has incurred significant losses
over the past few years and needs to raise additional funds to meet
its future obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
POTTERS BORROWER: Moody's Affirms B2 CFR & Rates New Term Loan B2
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Moody's Ratings affirmed the B2 Corporate Family Rating of Potters
Borrower, LP (Potters), the B2-PD probability of default rating and
B2 rating on the senior secured bank credit facilities. Moody's
also assigned a B2 rating to the proposed senior secured first lien
term loan due in 2027 issued to reprice the existing term loan
facility. The company plans to increase its term loan size by $25
million and use the proceeds to repay the outstanding borrowing on
the revolver. The ratings outlook is stable.
RATINGS RATIONALE
Potters Borrower, LP's (dba Potters Industries, LLC) rating
reflects its small scale, limited product diversity with the
majority of earnings generated by glass microspheres used in road
and transportation markings and in industrial and consumer
applications. The rating is constrained by weak credit metrics
following a 2024 dividend recapitalization. Moody's adjusted
debt/EBITDA stood at 6.11x as of September 2024 after the company
increased debt to fund a distribution to a private equity sponsor,
The Jordan Company, and prefund acquisitions and capital
investments. Completed acquisitions into adjacent businesses and a
new direct melt glass bead plant in Wilson, North Carolina, which
is expected to begin production in the second quarter of 2025, will
support earnings growth in 2025 and allow the company to reduce
leverage to around 5x. The company expects strong demand for Wilson
plant products because of the enhanced reflectivity requirements in
roadways in a number of states. Increasing demand for wider road
markings, brighter lines, and demand for recyclable materials
continue to support business visibility of glass microspheres.
The company's Performance Materials business has exposure to
several end markets, including general industrial, home
construction and repair/remodel, that are likely to remain
negatively impacted by weaker economic growth and is a limiting
factor to the rating. Private equity ownership is another
consideration incorporated in the rating profile. Significant
shareholder distributions, including $96 million in 2024 and $40
million in 2022, underpin Potters' aggressive financial policy
under its private equity ownership. Moody's expects Potters will
continue to use its free cash flow for shareholders distributions
and keep its absolute debt level elevated as evidenced by the
proposed $25 million term loan increase.
The rating is supported by the company's leading positions in the
global glass microsphere market in North America, Europe and Latin
America, and number two position in Asia-Pacific. The rating is
also supported by relatively stable sales volumes, particularly in
transportation safety, and historically attractive EBITDA margins.
The rating further considers Potters Industries' extensive global
production network with 30 facilities worldwide that serve a
diverse customer base with long-term customer relationships.
LIQUIDITY
The company is expected to have adequate liquidity. The company had
approximately $18 million of cash on hand as of December 2024 and
$94 million of availability under its $100 million revolver due in
September 2027 ($6 million outstanding as of December 2024).
Moody's expects the company to generate approximately $40 million
of free cash flow in 2025 on the back of higher EBITDA and a
decline in capital expenditures after the company completes its
investment into a new direct melt plant in Wilson, NC, in the first
quarter. Annual amortization payments are 1% or approximately $5.3
million. There are no near-term maturities. The company relies on
its revolver for seasonal working capital needs. It typically
builds inventory in the first quarter ahead of the road paving and
marking season and collects cash in the third and fourth calendar
quarter. The revolver has a springing first lien net leverage
covenant of 8.85x if revolver borrowing is more than 40% of
aggregate revolver commitments. The company will be in compliance
with the covenant when it borrows on the revolver to fund the
working capital. The term loan has no covenants. Assets are mostly
encumbered.
The stable rating outlook reflects Moody's expectations that
Potters will improve earnings and generate free cash flow in 2025
after making large investments in 2024 and its debt leverage will
decline toward 5.0x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider an upgrade if financial leverage, including
Moody's standard adjustments, is sustained below 4.0x, the
company's size increases to over $500 million in revenue, product
or end market diversity improves materially providing the potential
for greater organic growth, free cash flow remains positive and the
private equity sponsor is supportive of maintaining leverage below
4.0x on a sustained basis.
The ratings could be downgraded if leverage is above 6.0x and free
cash flow is negative for a sustained period, or if there is a
significant deterioration in liquidity, a large debt-financed
acquisition or dividend.
Potters Borrower, LP is a leading provider of glass spheres for
highway and safety markings and engineered glass materials used in
a variety of end use applications. The company operates in two
segments: Transportation Safety and Performance Materials, which
represented approximately 64% and 36% of gross margin. Potters
generated approximately $465 million in revenue for the twelve
months ending September 2024. Potters is owned by The Jordan
Company.
The principal methodology used in these ratings was Chemicals
published in October 2023.
PROMENADE NORTH: Gets Final OK to Use Cash Collateral
-----------------------------------------------------
Promenade North, LLC received final approval from the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, to use cash collateral.
The final order authorized the company to use cash collateral to
pay the expenses set forth in its budget, with a 10% variance
allowed.
Promenade North projects total operational expenses of $27,368 for
March; $28,956 for April; $37,956 for May; and $72,956 for June.
As protection, iBorrow Credit, LP was granted replacement liens on
all assets (other than Chapter 5 avoidance action claims) acquired
by Promenade North after the petition date.
In addition, Promenade North will make monthly payments to the
secured creditor in the amount of $5,000, starting on March 20.
In case of any diminution in the value of its collateral, iBorrow
Credit will be granted senior superpriority administrative expense
claim.
The order is effective until June 30 unless terminated earlier by
the occurrence of certain events such as the dismissal of the
company's Chapter 11 case or conversion to a Chapter 7 case.
About Promenade North
Promenade North, LLC, a company in Cumming, Ga., filed Chapter 11
petition (Bankr. N.D. Ga. Case No. 25-51152) on February 3, 2025,
listing between $10 million and $50 million in both assets and
liabilities. Hamidou Sacko, managing member of Promenade North,
signed the petition.
Judge Paul Baisier oversees the case.
David L. Bury, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor as legal counsel.
iBorrow Credit, LP, as secured creditor, is represented by:
Sean Kulka, Esq.
Arnall Golden Gregory, LLP
171 17th Street, N.W., Suite 2100
Atlanta, GA 30363-1031
(404) 873-7004
Email: Sean.Kulka@agg.com
QVC GROUP: CEO Rawlinson Signs New Contract Through 2027
--------------------------------------------------------
QVC Group, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that it has executed a new
employment agreement with David Rawlinson II, the President and
Chief Executive Officer of QVC Group, effective February 27, 2025.
The Employment Agreement provides for an initial term expiring
December 31, 2027, which may be extended through December 31, 2028,
if mutually agreed.
"I have been honored to serve as President and CEO of QVC Group and
I am excited about the opportunity ahead for the company. Over the
last three years, the team has successfully navigated a tragic
fire, post-COVID retrenchment, and significant levels of
cord-cutting, and still driven bottom-line results," Rawlinson
said. "Now, we can take a more nimble and more profitable QVC Group
and target a return to growth. As shopping grows quickly on social
and streaming platforms, we are well positioned to use our
exceptional content creation and selling capabilities to capture
market share. We still believe retail can be joyful and human."
Through the WIN growth strategy, QVC GroupSM will build on its
proud legacy in TV and become a live social shopping company by
accelerating its already-successful efforts in social and
streaming. The strategy is grounded in three priorities:
* Wherever She Shops: Drive live shopping content to
everywhere she spends her time
* Inspiring People and Products: Create the world's leading
live social shopping content engine, inspiring human connection
with incredible finds
* New Ways of Working: Lean into technology and continuous
improvement to fund expansion onto new platforms and into new
audiences
"During David's tenure, he has continued to lead with confidence
and great vision, successfully architecting and delivering the
company's multiyear Project Athens initiative, which improved our
profitability despite a challenging macro environment," said Greg
Maffei, Executive Chairman, QVC Group, Inc. "The Board and I are
confident he can lead QVC Group through its next chapter as we
focus on growth and transforming into a live social shopping
company."
Pursuant to the Employment Agreement, Mr. Rawlinson will receive an
annual base salary of $1.75 million, retroactive to January 1,
2025. Mr. Rawlinson will be eligible to receive an annual target
cash bonus during each year of the Term equal to 200% of his annual
base salary, capped at 300% of his annual base salary each year.
Mr. Rawlinson will receive a retention bonus of $2,250,000, which
will be subject to repayment on a pro-rated, after tax, basis in
the event Mr. Rawlinson is terminated for Cause or terminates his
employment without Good Reason, in either case, prior to the end of
the Initial Term.
Subject to Mr. Rawlinson's continued employment through the date of
grant, Mr. Rawlinson will receive a grant of restricted stock units
with respect to shares of QVC Group's Series A common stock with a
grant date fair value equal to $6,000,000. The Term Restricted
Stock Units will vest in three equal tranches on each of December
10, 2025, December 10, 2026, and December 10, 2027, in each case,
subject to Mr. Rawlinson remaining employed by QVC Group or a
subsidiary through the applicable vesting date.
Subject to Mr. Rawlinson's continued employment through the date of
grant, Mr. Rawlinson will receive a long-term cash award with a
target grant date value equal to $15 million, which can be earned
between 50% and 200% of the target value of $5,000,000 each year
for three years, based on the QVCGA stock price as measured after
earnings are released each year relative to the stock price as
measured after the prior year's earnings are released and Mr.
Rawlinson remaining employed by QVC Group or a subsidiary through
the date the level of achievement of the applicable performance
metrics are determined for that tranche.
Mr. Rawlinson is subject to certain restrictive covenants during
and following his employment, including perpetual confidentiality
provisions and non-competition and non-interference provisions
during his employment and for 18 months following the termination
of his employment for any reason and non-solicitation of employees
provisions during his employment and for two years following the
termination of his employment for any reason.
The Employment Agreement also provides that, in the event Mr.
Rawlinson is terminated for Cause or terminates his employment
without Good Reason (each as defined in the Employment Agreement),
he will be entitled only to his accrued base salary and any accrued
vacation through the date of termination, any unpaid expense
reimbursements, any vested benefits owed in accordance with other
applicable plans, programs and arrangements of QVC Group and any
amounts due under applicable law (the "Standard Entitlements"). In
addition, if Mr. Rawlinson terminates his employment without Good
Reason, he will be entitled to any awarded but unpaid annual bonus
for the calendar year prior to the year in which the termination
occurred, subject to his execution of a release and compliance with
the restrictive covenants. In each case, he will also forfeit all
rights to his unvested Performance Award and unvested Term
Restricted Stock Units.
If, however, Mr. Rawlinson is terminated without Cause or if he
terminates his employment for Good Reason, he will receive the
Standard Entitlements and, subject to the execution of a release
and compliance with the restrictive covenants, 1.5 times the sum of
his base compensation and his target annual bonus paid in
installments over 18 months as well as any Prior Year Annual Bonus.
The vesting tranche of Mr. Rawlinson's Term Restricted Stock Units
that is scheduled to vest in the calendar year of his termination,
to the extent not already vested, will vest. However, if Mr.
Rawlinson's termination occurs within 12 months following an
approved transaction (as such term is defined in QVC Group's 2020
Omnibus Incentive Plan), his Term Restricted Stock Units will vest
in full. The vesting tranche of Mr. Rawlinson's Performance Award
that would have been paid to Mr. Rawlinson had he remained employed
through the first determination date following his termination of
employment will remain outstanding and eligible to be earned based
on actual performance through the performance period. The vesting
of the portion of Mr. Rawlinson's Term Restricted Stock Units and
Performance Award, as described herein, will be subject, in any
case, to his execution of a release and compliance with the
restrictive covenants.
In the case of Mr. Rawlinson's death or disability, the Employment
Agreement provides for:
(i) payment of the Standard Entitlements,
(ii) continued payment of his base salary for one year and
(iii) payment of any Prior Year Annual Bonus, subject, in the
case of (ii) and (iii) to the execution of a release and compliance
with the restrictive covenants. In addition, any unvested Term
Restricted Stock Units will vest in full and, subject to Mr.
Rawlinson's execution of a release, the vesting tranche of Mr.
Rawlinson's Performance Award that would have been paid to Mr.
Rawlinson had he remained employed through the first determination
date following his termination of employment will remain
outstanding and eligible to be earned based on actual performance
through the performance period.
If Mr. Rawlinson's employment is terminated at or following
expiration of the Term, he will receive the Standard Entitlements
and, except in the case of a termination for Cause, and subject to
the execution of a release and compliance with the restrictive
covenants, Mr. Rawlinson will receive any Prior Year Annual Bonus
and the annual bonus for the calendar year in which the Term is
scheduled to end and the last vesting tranche of his Performance
Award will remain outstanding and eligible to be earned based on
actual performance through the performance period.
About QVC Group
QVC Group, Inc., formerly known as Qurate Retail, Inc. --
https://www.qvcgrp.com/ -- (NASDAQ: QVCGA, QVCGB, QVCGP) is a
Fortune 500 company with six leading retail brands - QVC, HSN,
Ballard Designs, Frontgate, Garnet Hill and Grandin Road
(collectively, "QVC GroupSM"). QVC GroupSM is a live social
shopping company that redefines the shopping experience through
video-driven commerce on every screen, from smartphones and tablets
to laptops and TVs. QVC Group reaches more than 200 million homes
worldwide via 15 television channels, which are widely available on
cable/satellite TV, free over-the-air TV, and FAST and other
digital livestreaming TV. The retailer also reaches millions of
customers via its QVC+ and HSN+ streaming experience, Facebook,
Instagram, TikTok, YouTube, Pinterest, websites, mobile apps, print
catalogs, and in-store destinations. QVC Group, Inc. also holds
various minority interests.
* * *
As reported by TCR on April 22, 2024, S&P Global Ratings revised
its outlook to stable from negative and affirmed all its ratings on
U.S.-based video commerce and online retailer Qurate Retail Inc.,
including its 'CCC+' Company credit rating. The stable outlook
reflects S&P's expectation that Qurate will maintain sufficient
liquidity over the next 12 months despite its view that its capital
structure remains unsustainable, as further cost reductions offset
sales weakness and support profit recovery.
RAPSYS INC: Court Extends Use of Cash Collateral to April 27
------------------------------------------------------------
Rapsys, Inc. received eighth interim approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to continue
to use its secured creditor's cash collateral to pay its
post-petition expenses.
The eighth interim order signed by Judge David Cleary approved the
use of cash collateral for the period from Feb. 28 to April 27 in
accordance with the company's projected budget, with a 10%
variance.
In return for the company's continued use of cash collateral, the
U.S. Small Business Administration was granted protection in the
form of replacement liens on the agency's collateral and its
proceeds.
A further interim hearing is set for April 23. Objections must be
filed by April 21.
About Rapsys Inc.
Rapsys, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code Bankr. N.D. Ill. Case No. 24-03481) on March 11,
2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Judge David D. Cleary oversees the case.
The Debtor is represented by:
Scott R Clar
Crane, Simon, Clar & Goodman
Tel: 312-641-6777
Email: sclar@cranesimon.com
REMEMBER ME: Seeks to Hire Chambliss Bahner & Stophel as Counsel
----------------------------------------------------------------
Remember Me Senior Care LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to hire Chambliss
Bahner & Stophel, P.C., as counsel to the Debtor.
The firm will render these services:
a. assist the Debtor in negotiations with its creditors,
obtain the use of cash collateral, if applicable, restructure its
debts, file a plan of reorganization, and reorganize their business
affairs;
b. give the Debtor legal advice with respect to its powers and
duties in the continued operation of any businesses;
c. prepare legal forms, pleadings, motions and other documents
for filing in the Bankruptcy Court and to assist and advise the
Debtor regarding the preparation and filing of the schedules,
statement of affairs, monthly reports and other schedules, lists
and reports required to be filed by the Debtor;
d. advise and assist the Debtor in the formulation and filing
of a disclosure statement and a plan of reorganization in this
case;
e. examine and, if necessary, contest claims filed or asserted
by creditors, and to represent the Debtors in contested matters
involving the extent, validity, valuation or allowance of claims;
f. represent the Debtor in adversary proceedings brought by or
against it; and
g. render such other legal services as might properly be
required by the Debtor.
Chambliss Bahner will be paid based upon its normal and usual
hourly billing rates. Chambliss Bahner will be paid a retainer in
the amount of $34,500. It will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jeffrey W. Maddux, a partner at Chambliss Bahner & Stophel, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Chambliss Bahner can be reached at:
Jeffrey W. Maddux, Esq.
Logan C. Threadgill, Esq.
CHAMBLISS BAHNER & STOPHEL, P.C.
605 Chestnut St., Liberty Tower, Suite 1700
Chattanooga, TN 37450
Tel: (423) 756-3000
Fax: (423) 508-1296
E-mail: jmaddux@chamblisslaw.com
lthreadgill@chamblisslaw.com
About Remember Me Senior Care LLC
Remember Me Senior Care LLC located in Cleveland, TN, offers
personalized assisted living and memory care services in a homelike
environment. The facility provides a range of services, including
help with daily activities, medication management, and specialized
care for those with Alzheimer's or other dementias.
Remember Me Senior Care LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 25-10451) on
February 18, 2025. In its petition, the Debtor reports estimated
assets up to $50,000 and estimated liabilities between $10 million
and $50 million.
The Debtor is represented by Jeffrey W. Maddux, Esq. at CHAMBLISS,
BAHNER & STOPHEL, P.C.
ROBERT PAUL: Seeks to Hire Tameria Driskill as Legal Counsel
------------------------------------------------------------
Robert Paul Johnson Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Alaska to hire
Tameria Driskill, Esq., an attorney practicing in Gadsden, Ala., to
handle its Chapter 11 case.
Ms. Driskill will render these legal services:
(a) advise the Debtor regarding its powers and duties;
(b) negotiate and formulate a plan of reorganization under
Chapter 11 acceptable to the creditors of the Debtor or approved by
the bankruptcy court over objection;
(c) deal with secured claim holders regarding adequate
protection and arrangements for payment of the Debtor's debts or
contesting the validity of claims or liens;
(d) prepare legal papers; and
(e) provide all other legal services which may become
necessary in the Chapter 11 case.
Ms. Driskill will be paid at her hourly rate of $325, plus
reimbursement of expenses incurred.
The attorney received a retainer of $5,000 from the Debtor for
pre-bankruptcy and post-petition services.
Ms. Driskill disclosed in a court filing that she is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The attorney can be reached at:
Tameria S. Driskill, Esq.
Williams Driskill Huffstutler & King
2100 Club Drive, Ste. 150
Gadsden, AL 35901
Telephone: (256) 442-0201
Email: tammy@williamsattorneyatlaw.com
About Robert Paul Johnson Properties
Robert Paul Johnson Properties, LLC operates a real estate
investment business focused on owning, managing, and renting
residential properties. Its portfolio includes a single-family home
in Guntersville, five properties in Grant, and a residential rental
property in Madison, Ala.
Robert Paul Johnson Properties filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
25-40242) on February 20, 2025, with $1,367,300 in assets and
$1,432,534 in liabilities. Robert Paul Johnson, president of Robert
Paul Johnson Properties, signed the petition.
Tameria S. Driskill, Esq., at Tameria S. Driskill, LLC represents
the Debtor as legal counsel.
ROTHMANS BENSON: Wins Court Approval for CCAA Settlement
--------------------------------------------------------
Philip Morris International Inc. has been informed by its
deconsolidated Canadian affiliate, Rothmans, Benson & Hedges Inc.,
that the court in RBH's Companies' Creditors Arrangement Act
proceeding has approved a plan of compromise and arrangement for
RBH. The Plan, as approved, will resolve all tobacco
product-related claims and litigation in Canada against RBH and its
affiliates, including PMI. The court also approved substantially
similar plans for Imperial Tobacco Canada Limited and Imperial
Tobacco Company Limited and JTI-Macdonald Corp.
As previously disclosed, RBH's court-appointed mediator and monitor
filed a proposed plan for RBH in October 2024. In January 2025, RBH
filed an objection to the proposed plan, arguing that the proposed
plan could not be approved because the issue of allocation of the
CAD 32.5 billion aggregate settlement amount among RBH, ITL, and
JTIM remained unresolved. Following a judicial hearing on the
proposed plan, RBH, JTIM and ITL reached a consensual resolution of
all outstanding objections to the proposed plan filed by the
companies, including with respect to the allocation issue,
resulting in plan amendments that, among other things, will permit
RBH to retain CAD 750 million (approximately USD 525 million) in
accumulated cash.
After years of mediation to resolve long-pending tobacco
product-related litigation in Canada, PMI is pleased that this
legal process will now draw to a close, allowing RBH and its
stakeholders to focus on the future.
Select Terms of Plan as Approved by Court
-- Under the resolution contemplated by the Plan, RBH, ITL and JTIM
will pay an aggregate global settlement amount of CAD 32.5 billion
(approximately USD 22.7 billion). This amount will be funded by an
upfront payment equal to the companies' cash and cash equivalents
on hand plus court deposits, less the CAD 750 million that RBH will
be permitted to retain (RBH Retained Amount), and annual payments
based on a percentage of the companies' aggregate "net after-tax
income" (NATI, as defined in the Plan and excluding that generated
by alternative products such as heat-not-burn, nicotine pouches,
and e-vapor) until the global settlement amount is paid in full;
-- RBH will be free to deal in its sole discretion with the RBH
Retained Amount of CAD 750 million, including being free to
transfer or distribute such monies outside of Canada;
-- RBH and its affiliates, including PMI and its indemnitees, will
obtain a release of claims relating to the manufacture, marketing,
sale, or use of or exposure to, RBH's combustible and traditional
smokeless tobacco products based on conduct prior to the effective
date of the Plan; related litigation would also be dismissed;
-- Alternative product businesses (including heat-not-burn,
e-vapor, and nicotine pouches) will be maintained separately from
RBH's combustible business; and
-- The Plan also contains a number of operating covenants that
would govern RBH's combustible business going forward until the
settlement amount has been paid.
Implementation of the Plan is subject to certain conditions
precedent, including exhaustion of appeal rights and execution and
delivery of definitive documentation, such as execution of
contractual releases. Subject to satisfaction of the conditions
precedent, it is expected that the Plan will be implemented and
become effective in 2025. The payment of any dividends by RBH
derived from NATI after implementation of the Plan is expected to
be incremental to PMI's operating cash flow and adjusted diluted
EPS. Following implementation of the Plan under the terms approved
by the Court, it expects that RBH will remain deconsolidated under
U.S. GAAP.
RYVYL INC: Expects 2024 Preliminary Revenue of $56 Million
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RYVYL Inc., a leading innovator of payment transaction solutions
leveraging electronic payment technology for diverse international
markets, announced it expects to report 2024 total revenue of $56
million, within the range of 2024 full year revenue guidance of $56
million to $60 million. Management intends to report financial
results in mid-March 2025.
"Robust business development and sales initiatives in 2024 have
positioned us to resume strong growth in 2025," said Fredi Nisan,
CEO of RYVYL. "In addition, our efforts to grow our high-margin,
banking-related revenue at RYVYL EU are coming to fruition. Our
product mix has been shifting. As this continues, we expect to
drive significantly higher overall gross margin in 2025."
* RYVYL 2025 Guidance
Based on the strength of its RYVYL EU as well as newly signed
business and a solid pipeline for both RYVYL EU and NEMS, the
Company expects 2025 revenue to be in the range of $80 million to
$90 million. This represents over 50% growth at the mid-point of
the range in comparison to 2024 preliminary revenue results. The
Company also expects to increase gross margins to the mid-40s
percent, which would yield a positive annual adjusted EBITDA and
positive operating cash flow in the second half of the year.
The foregoing guidance is based on the Company's continuation of
the business, as currently conducted. On January 24, 2025, the
Company entered into an agreement with a financing source that was
structured as a pre-funded asset sale with a 90-day closing period,
which ends on April 23, 2025 and may be extended an additional 30
days to May 23, 2025, if the Company pays $500,000 for such
extension. Shares in the Company's RYVYL EU subsidiary were placed
in escrow during the closing period. Although there are no
guarantees, the Company intends to terminate the asset sale within
the closing period by paying $16.5 million in consideration of such
termination. The Company's financial guidance for 2025 is based on
fully retaining its RYVYL EU subsidiary.
* Strengthened Balance Sheet
With the recent January 27, 2025 payment of $13.0 million to the
Securityholder, the outstanding balance of the Series B Convertible
Preferred Stock was fully retired and the 8% Senior Secured Note
balance was reduced to $4.0 million. The Company previously had
converted $55 million of the Note principal into the Preferred
Stock.
George Oliva, CFO of RYVYL, stated, "I am very pleased that the net
effect of these two transactions was to increase shareholder equity
by over $50 million without any associated dilution to the common
shareholders. We expect the impact of this balance sheet
restructuring will lower the cost of capital as we invest in our
growth in 2025."
The Company has recently filed an S-1 registration statement to
raise up to $24 million, including the overallotment, and intends
to explore all fund- raising options, including term debt, equity
or some combination to fund the termination payment of $16.5
million. There is an option to extend the closing period 30 days to
May 23, 2025, in exchange for a payment of an additional $500,000.
* Transaction Processing Volumes as a Percentage of Revenue
Transaction processing volumes in the Company's merchant acquiring
business is one measure of the Company's business, and this has
been correlated with overall revenue growth. The Company is
providing the following additional information regarding processing
volumes in relation to revenue for the period from January 1, 2021
through December 31, 2024 (estimated). During this period, the
blended percentage has been trending lower due to the rapid growth
in the Company's International business, which, as compared to
North America, has a higher mix of banking revenues that carry a
lower residual rate versus acquiring. The Company expects this
trend to continue in 2025 as its International revenue is expected
to increase as a percentage of total revenue compared to 2024.
About RYVYL, Inc.
San Diego, Calif.-based RYVYL Inc., together with its subsidiaries,
is a financial technology company that develops, markets, and sells
innovative blockchain-based payment solutions, which offer
significant improvements for the payment solutions marketplace. The
Company's core focus is to develop and monetize disruptive
blockchain-based applications, integrated within an end-to-end
suite of financial products, capable of supporting a multitude of
industries.
Rowland Heights, Calif.-based Simon & Edward, LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 26, 2024, citing that there has been a notable
decrease in processing volume during the first quarter of 2024
subsequently, primarily due to the transition of the QuickCard
product in North America. This transition has resulted in a
significant decline in processing volume and revenue, consequently
affecting the Company's short-term cash flow for operating
activities. The cash flow shortage has jeopardized its ability to
continue as a going concern.
As of Sept. 30, 2024, Ryvyl had $127.31 million in total assets,
$120.99 million in total liabilities, and $6.32 million in total
stockholders' equity.
SAFE & GREEN: Regains Nasdaq Compliance After Olenox Merger
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Safe & Green Holdings Corp. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that it received a
listing decision from The Nasdaq Stock Market LLC on behalf of the
Nasdaq Hearings Panel indicating that the Company has evidenced
compliance with the minimum equity standard set forth in Listing
Rule 5550(b)(1) and all other applicable criteria for continued
listing on The Nasdaq Capital Market. Accordingly, the previously
disclosed listing matter has been closed, and the Company's
securities will remain listed on Nasdaq.
To regain compliance with the Equity Rule, the Company proposed a
merger with Olenox Corp., a diversified energy company based in
Texas that operates in three vertically integrated business units:
Oil & Gas, Energy Services, and Energy Technologies. On February 6,
2025, the Company informed the Panel that the Company had completed
the first planned stage of the Olenox Merger, which served to
increase stockholders' equity by approximately $60 million. Based
on the information presented and publicly disclosed, the Panel
determined that the Company has satisfied the Equity Rule.
In its communications with the Panel, the Company further advised
that the conversion of the preferred stock issued in the
transaction is subject to the Company's receipt of shareholder
approval for the issuance of the underlying common shares and, upon
such issuance, will result in a change of control of the Company.
The Company plans to file an initial listing application for the
combined entity and to evidence compliance with Nasdaq's initial
listing criteria upon completion of the change of control aspect of
the transaction.
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.
SAMPLE TILE: Gets Final OK to Use Cash Collateral
-------------------------------------------------
Sample Tile and Stone, Inc. received final approval from the U.S.
Bankruptcy Court for the Central District of California to use cash
collateral to pay its operating expenses.
The final order authorized the company to make monthly payments of
$4,027.05 to the U.S. Small Business Administration as protection
for the use of its cash collateral.
SBAL holds the first position blanket lien on the company's assets.
As of the petition date, the company's personal property was valued
at $792,646.25. This property includes funds in its checking
accounts, office furniture and equipment.
About Sample Tile and Stone Inc.
Sample Tile and Stone Inc. is based in Los Angeles, Calif., and
operates as a tile contractor with ongoing projects including work
at WB Ranch TI and The Ranch Lot Studios.
Sample Tile and Stone filed Chapter 11 petition (Bankr. C.D. Calif.
Case No. 25-10137) on January 8, 2025, with assets between $500,000
and $1 million and liabilities between $1 million and $10 million.
Judge Barry Russell handles the case.
The Debtor is represented by:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Boulevard, 6th Floor
Beverly Hills CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
SCANROCK OIL: Hires Stretto Inc. as Claims and Noticing Agent
-------------------------------------------------------------
Scanrock Oil & Gas Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Stretto, Inc. as
notice and claims agent.
The Debtor requires a claims and noticing agent to serve notices to
creditors, equity security holders and other concerned parties, as
well as provide computerized claims-related services.
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About Scanrock Oil & Gas Inc.
Scanrock Oil & Gas Inc. operates an integrated oil and gas
exploration and production platform.
Scanrock Oil & Gas Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-90001) on February 3,
2025. In its petition, the Debtor reports estimated assets between
$10 million and $50 million and estimated liabilities between $50
million and $100 million.
Honorable Bankruptcy Judge Mark X. Mullin handles the case.
The Debtor is represented by Thomas Daniel Berghman, Esq. at Munsch
Hardt Kopf & Harr PC.
SCRIPPS (E.W.): Moody's Affirms B3 CFR & Alters Outlook to Negative
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Moody's Ratings affirmed The Scripps (E.W.) Company's ("Scripps" or
the "company") B3 corporate family rating and downgraded the
probability of default rating to Caa1-PD from B3-PD.
Concurrently, Moody's affirmed the B2 ratings on the existing
senior secured bank credit facilities, comprising the $721 million
outstanding term loan B-2 due May 2026 (the "TLB-2"), $545 million
outstanding term loan B-3 due January 2028 (the "TLB-3") and $585
million revolving credit facility (RCF) due January 2026. Moody's
also affirmed the B2 rating on the $523 million outstanding 3.875%
senior secured first-lien notes due January 2029 and Caa2 ratings
on the senior unsecured notes, comprising the $426 million
outstanding 5.875% notes due July 2027 and $392 million outstanding
5.375% notes due January 2031. Scripps' SGL-3 Speculative Grade
Liquidity rating remains unchanged. The outlook was changed to
negative from stable.
RATINGS RATIONALE
The downgrade of the PDR reflects Moody's continuing view that
within the coming months Scripps will likely pursue negotiated debt
exchanges and maturity extensions with its existing term loan
lenders (see Moody's March 29, 2024 rating action) given the
TLB-2's approaching May 2026 maturity, which becomes current in two
months. Moody's expectations is further supported by: (i) numerous
press reports, including Scripps' February 27th announcement
delaying the Q4 2024 earnings release date, publicizing that the
company has been engaged in refinancing discussions with its bank
lenders for the past several months; and (ii) the fact that the
revolver is already current (matures January 2026) and must be
refinanced shortly.
Upon completion of the exchanges, Moody's will consider the
transactions distressed debt exchanges, which is a "default" under
Moody's definitions, and is factored in the downgrade of the PDR to
Caa1-PD. At that time, Moody's will append the "/LD" designation to
the PDR. The "/LD" appendage will be removed in about three
business days from the time it is appended. Moody's considers the
transactions distressed exchanges because the effect of the
maturity extensions is default avoidance with respect to
facilitating a refinancing of the term loans with the existing
lender group rather than pursuing a traditional refinancing in the
debt capital markets, thus avoid paying meaningfully higher
interest expense that would result in an untenable debt capital
structure. Governance risk considerations, as indicated by the
revision of the governance score to G-5 and credit impact score to
CIS-5, were a key driver of the rating action reflecting Scripps'
leveraged balance sheet and likely distressed exchange transactions
(see ESG Considerations below).
The revision of the outlook to negative reflects the structural and
secular pressures in Scripps' business, coupled with the likely
distressed debt exchange transactions as well as the possibility of
additional distressed exchanges in the near future to address the
notes maturing in 2027. It also reflects refinancing risk
associated with the growing principal balance on the $688 million
outstanding preferred shares, which is increasing at a 9% PIK rate
compounded quarterly. This will result in a sizable repayment
obligation and negatively impact free cash flow (FCF) when the
instrument is eventually redeemed via a potential refinancing at a
high cost of capital. Given the absence of meaningful excess cash,
there is limited capacity to address upcoming maturities without a
balance sheet restructuring, which could include additional debt
exchanges, maturity extensions and/or debt for equity swaps.
While political advertising revenue will boost 2024 EBITDA, Moody's
expects leverage will remain near the 6x area over the rating
horizon (leverage metrics are Moody's adjusted on a two-year
average EBITDA basis). Moody's leverages forecast considers that
Scripps is committed to repaying debt with excess cash flow and
proceeds from asset sales. However, leverage will likely not
decline materially due to stalled growth in core advertising and
net retransmission revenue. Given the continuing pressures in the
TV broadcast industry, which heighten operating challenges
resulting in low growth in Scripps' core revenue,
lower-than-expected EBITDA could lead to downside risk to Moody's
leverage forecast. Moody's expects retransmission growth over the
next two years will be flat to down driven by mid-to-high single
digit percentage subscriber declines (comprising traditional MVPDs
and vMVPDs) that will exceed annual contractual escalators.
The affirmation of the B3 CFR reflects Moody's medium to long-term
expectation for continued pressure on retransmission revenue growth
due to the increasing pace of subscriber losses arising from
secular cord-cutting trends, as well as the ongoing weakness in
Scripps' linear TV core advertising growth. These trends will
continue to weigh on the company's future operating performance
leading to EBITDA declines and debt protection measures that are
consistent with B3 CFR issuers. The B3 CFR also reflects Scripps'
high financial leverage, which was 6.3x total debt to EBITDA at LTM
September 30, 2024. Though Moody's expects the company to repay
debt, leverage is expected to remain around 6x due to continued
top-line revenue and EBITDA pressures (leverage metrics are Moody's
adjusted on a two-year average EBITDA basis).
The B3 CFR is supported by Scripps' scale and market reach with
local television stations broadcasting to 36% of US households (25%
excluding local ION affiliates). The company is one of the largest
US broadcasters with local TV stations affiliated with the Big Four
broadcast networks. However, the credit profile is negatively
impacted by the industry's ongoing structural decline in linear TV
core advertising as non-political TV advertising budgets continue
to erode in favor of digital media, especially given that relative
to its rated TV broadcast peers, Scripps has a higher exposure to
advertising revenue, which is inherently cyclical. Moody's expects
Scripps' linear TV core ad revenue will continue to be pressured,
which could worsen during periods of weak CPM (cost per thousand
impressions) pricing, depressed TV ratings, deteriorating
macroeconomic conditions and/or displacement during election years.
To offset these challenges and diversify its operations, Scripps
has invested in new technologies (i.e., Connected TV and Tablo
Over-the-Air subscription-free TV) and businesses (i.e., Scripps
Sports), however this burdens cash flows and creates operational
risk in the short-term until these assets become profitable and can
contribute meaningfully to EBITDA.
Scripps' revenue model benefits from a mix of recurring
retransmission fees that historically helped to offset the inherent
volatility of traditional advertising revenue. Retransmission fees
tend to be revised upwards at the time of contract renewal and
benefit from annual escalators. Over the next several years,
however, Moody's expects retransmission revenue will continue to
experience pressure as the rate of traditional subscriber losses
outpaces annual fee increases, which constrains the rating. In even
numbered years, revenue benefits from material political
advertising spend, especially during presidential election years,
which can mask pressure in retransmission revenue, but also boosts
EBITDA. During election years, Scripps generates good operating
cash flow, which declines during non-election years.
Over the next 12-18 months, Moody's expects Scripps will maintain
adequate liquidity as reflected in the SGL-3 Speculative Grade
Liquidity rating. At LTM September 30, 2024, FCF (defined by
Moody's as cash flow from operations less capex less dividends)
totaled $189 million (Moody's adjusted), cash and cash equivalents
were around $35 million and $403 million was available under the
$585 million RCF. Over the next 12 months, Moody's expects the RCF
will remain partially drawn in the first half of 2025 to fund cash
outlays for transaction fees associated with the exchanges. To the
extent facility borrowings are outstanding, Moody's expects Scripps
to maintain leverage below the 4.75x first-lien leverage covenant,
which is triggered only when the RCF is drawn. Moody's expects that
Scripps will generate FCF of roughly $75 million to $100 million in
2025 (non-election year) and maintain sufficient cash balances. The
company is prevented from paying common dividends or engaging in
share repurchases while the $688 million preferred shares remain
outstanding.
STRUCTURAL CONSIDERATIONS
The B2 ratings on the senior secured debt obligations are one notch
lower than the implied outcome under Moody's Loss Given Default
(LGD) framework to better reflect Moody's views of the ultimate
recovery in a default scenario based on an estimated value of the
assets relative to the rank and size of these claims in the capital
structure given the continuing structural and secular pressures in
Scripps' core revenue. The secured obligations are rated one notch
above the CFR to reflect the sizable amount of cushion from the
senior unsecured notes ranked beneath them. The Caa2 ratings on the
senior unsecured notes reflect the very low anticipated recovery in
a distressed scenario given their unsecured position relative to a
sizeable amount of first-lien secured debt ahead of them.
Notably, the collateral and prepayment rights of term loan holders
not participating in the exchanges will likely become subordinated
because Moody's expects the covenants and collateral securing these
obligations are likely to be eliminated (typical in the majority of
debt exchanges), causing these debts to transition to a senior
unsecured creditor class. If non-participating tranches of the
existing term loans remain, they will likely be downgraded by
multiple notches (likely to Caa2) from B2, consistent with Scripps'
unsecured notes ratings. To the extent the term loan exchanges
obtain 100% participation and are fully extinguished, Moody's will
withdraw the ratings.
ESG CONSIDERATIONS
Scripps' ESG credit impact score was changed to CIS-5 from CIS-4,
driven by governance risks. The credit impact score reflects
increasing exposure to governance risk, chiefly influenced by
financial strategy and risk management as well as management
credibility and track record given the likely distressed exchange
transactions and aggressive financial policies characterized by a
tolerance for high leverage at a time when operating performance is
challenged by structural and secular industry pressures.
FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Though unlikely near-term, ratings could be upgraded if Scripps'
leverage is sustained well below 5x on a two-year average EBTIDA
basis and two-year average FCF to debt is sustained above 6%
(Moody's adjusted). Scripps would also need to: (i) exhibit organic
revenue growth and stable-to-improving EBITDA margins on a two-year
average basis; (ii) adhere to conservative financial policies; and
(iii) maintain at least good liquidity to be considered for an
upgrade. The company would also need to address redemption of the
preferred shares' growing principal balance without negatively
impacting leverage or materially burdening liquidity.
Ratings could be downgraded if leverage was sustained above 6x on a
two-year average EBITDA basis (Moody's adjusted) as a result of
weak operating performance or more aggressive financial policies. A
downgrade could also arise if two-year average FCF to debt was
sustained below 2% (Moody's adjusted), Scripps experienced
deterioration in liquidity or covenant compliance weakness or
Moody's expects that Scripps will pursue further distressed
exchanges beyond the one currently contemplated.
Headquartered in Cincinnati, OH and founded in 1878, The Scripps
(E.W.) Company owns and operates 61 local television stations in 42
markets and 44 ION stations across 8 national networks that
collectively reach about 36% of US households (25% excluding local
ION affiliates). The Local Media segment includes the company's
local TV stations and their related digital operations, while the
Scripps Networks unit comprises eight national entertainment and
news networks - ION, Bounce, Court TV, Defy TV, Grit, ION Mystery,
Laff and Scripps News - each reaching well over 90% of US
television households over-the-air. The company is publicly traded
with the Scripps family controlling effectively all common voting
rights (93%) and an estimated 28% economic interest, with remaining
shares widely held. Revenue at LTM September 30, 2024 totaled
approximately $2.4 billion.
The principal methodology used in these ratings was Media published
in June 2021.
SHARPLINK GAMING: Acquires 10% Stake in Armchair Enterprises
------------------------------------------------------------
SharpLink Gaming, Inc., an online performance-based marketing
company serving the U.S. sports betting and iGaming industries,
announced that the Company has acquired a 10% equity stake in
U.K.-based Armchair Enterprises Limited, which owns and operates
CryptoCasino.com. The acquisition was made for $500,000 in cash,
along with a right of first refusal to acquire a controlling
interest in Armchair.
SharpLink's investment in Armchair demonstrates its strategy to
become the first Nasdaq-listed company focused on crypto gaming.
Rob Phythian, Chairman and CEO of SharpLink, stated, "Over the past
year, our leadership team and highly engaged Board of Directors
have dedicated significant resources and time to identify the best
growth opportunities for our Company. Our goal is to strategically
leverage our existing performance-based marketing platform and
industry relationships to achieve deeper and more lucrative
penetration into the digital gaming and sports betting markets.
"Throughout this process, we carefully evaluated more than two
dozen compelling opportunities and determined that the combination
of market expansion, cost efficiency, security and player demand
makes crypto gaming one of the most promising growth opportunities
in the online gaming industry today. Furthermore, we believe that
the steps we have already taken -- and will continue to take -- to
execute a well-defined plan centered on the exponential growth of
crypto gaming, positions SharpLink to become a future leader in
this space. We aim to deliver strong, positive cash flow and
sustainable long-term value for our stockholders."
Launched in October 2024, CryptoCasino.com is an innovative online
gaming platform that partners with some of the world's leading
gaming studios. It utilizes blockchain technology to provide users
with a secure, transparent and engaging next-generation gaming
experience. The platform plans to offer over 6,000 online slots and
table games, a live dealer casino, a premium sportsbook, an eSports
betting hub and a racebook, among other features. CryptoCasino.com
accepts a wide range of cryptocurrencies, including Bitcoin,
Ethereum, Litecoin and more, catering to various user preferences
globally while ensuring enhanced security, transparency and
anonymity for players.
CryptoCasino.com offers both traditional registration and Web3
connectivity. By connecting instantly with wallets like MetaMask
and Trust Wallet, players can easily deposit and withdraw funds
within seconds. In addition, CryptoCasino.com serves over one
billion unique Telegram users by providing a Telegram Casino
integration, which allows anyone to join and start playing with
just one click.
The global crypto gaming market is expected to grow significantly,
fueled by the increasing adoption of blockchain technology and the
rising demand for decentralized gaming platforms. A report by
Fortune Business Insights predicts that the online gambling market
will reach $158.20 billion by 2028, with blockchain-based gaming
experiencing a compound annual growth rate (CAGR) of 12.5% from
2023 to 2028. Particularly, crypto casinos are gaining popularity
due to their enhanced security, privacy, and transparency features.
(Source: Fortune Business Insights, "Online Gambling Market Size,
Share & Industry Analysis," 2023)
Phythian continued, "After careful consideration, we identified
several key factors that convinced us that expanding into crypto
gaming was the right decision for us and our shareholders. Among
the factors that informed our decision-making processes were:
* The crypto gaming industry is rapidly growing, with more
players opting for blockchain-based casinos due to their
transparency, security, and quick transactions. This positions
SharpLink as an early mover, ready to benefit from the expected
industry expansion.
* Cryptocurrency transactions usually have lower fees and
faster processing times compared to traditional payment methods,
which benefits both the company and its users.
* As more players and operators move towards decentralized
gambling, early pioneers like SharpLink can secure a competitive
edge over traditional operators.
"We are actively advancing our efforts to acquire control of
Armchair Enterprises and CryptoCasino.com as efficiently and timely
as possible, and we are squarely focused on continued execution of
our expansion strategy. As we progress through 2025, we look
forward to sharing further details about our exciting plans and
future goals," concluded Phythian.
About SharpLink
Headquartered in Minneapolis, Minnesota, SharpLink Gaming --
http://www.sharplink.com-- is an online performance-based
marketing company that leverages its unique fan activation
solutions to generate and deliver high quality leads to its U.S.
sportsbook and global casino gaming partners.
Raleigh, North Carolina-based Cherry Bekaert LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has recurring
losses and negative cash flows from operations that raise
substantial doubt about their ability to continue as a going
concern.
SOUTHERN COLONEL: Taps Craig M. Geno PLLC as Bankruptcy Counsel
---------------------------------------------------------------
Southern Colonel Homes, Inc. seeks approval from the U.S.
Bankruptcy Court for the U.S. Bankruptcy Court for the Southern
District of Mississippi to hire the Law Offices of Craig M. Geno,
PLLC as counsel.
The firm will provide these services:
(a) advise and consult with the Debtor regarding questions
arising from certain contract negotiations which will occur during
the operation of business;
(b) evaluate and attack claims of various creditors who may
assert security interests in the assets and who may seek to disturb
the continued operation of business;
(c) appear in, prosecute, or defend suits and proceedings, and
take all necessary and proper steps and other matters and things
involved in or connected with the affairs of the estate of the
Debtor;
(d) represent the Debtor in court hearings and assist in the
preparation of legal papers and documents;
(e) advise and consult with Debtor in connection with any
reorganization plan which may be proposed in this proceedings and
any matters concerning it which arise out of or follow the
acceptance or consummation of such reorganization or its rejection;
and
(f) perform such other legal services on behalf of the Debtor
as they become necessary in this proceeding.
The firm will be paid at these hourly rates:
Craig Geno, Attorney $500
Associates $275
Paralegals $250
In addition, the firm will seek reimbursement for expenses
incurred.
The firm will be paid a retainer of $12,800 which includes the
$1,738 filing fee.
Mr. Geno disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
601 Renaissance Way, Suite A
Ridgeland, MS 39157
Telephone: (601) 27-0048
Facsimile: (601) 427-0050
Email: cmgenocmgenolaw.com
About Southern Colonel Homes, Inc.
Southern Colonel Homes, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 25-50179) on
February 10, 2025. In the petition signed by Randa
Campbell-Pittman, president, the Debtor disclosed up to $10 million
in both assets and liabilities.
Judge Katharine M. Samson oversees the case.
Craig M. Geno, Esq., at LAW OFFICES OF GRAIG M. GENO, PLLC,
represents the Debtor as legal counsel.
First Bank, as lender, is represented by Jeff Rawlings, Esq. at
Rawlings & MacInnis, P.A.
SPORTS INTERIORS: Gets OK to Use Cash Collateral Until April 30
---------------------------------------------------------------
Sports Interiors, Inc. received another extension from the U.S.
Bankruptcy Court for the Northern District of Illinois to use cash
collateral.
The interim order authorized the use of cash collateral for the
period from March 1 to April 30 to pay the expenses set forth in
its budget, with a 10% variance allowed.
The budget shows total expenses of $34,112 for the week starting
March 10; $6,242 for the week starting March 17; $74,242 for the
week starting March 24; $63,605 for the week starting March 31;
$68,242 for the week starting April 7; $6,242 for the week starting
April 14; $110,192 for the week starting April 21; and $171,286 for
the week starting April 28.
In return for the company's continued use of its cash collateral,
Bank Financial, National Association was granted security interests
in the company's post-petition assets to the same extent and with
the same priority as its pre-bankruptcy liens.
A final hearing is set for April 30.
About Sports Interiors Inc.
Sports Interiors, Inc. sells and installs liner system and metal
halide lighting system for indoor tennis facilities.
Sports Interiors filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00297) on January
9, 2024, listing up to $1 million in assets and up to $10 million
in liabilities. Robert Handler of Commercial Recovery Associates,
LLC serves as Subchapter V trustee.
Judge Deborah L Thorne oversees the case.
The Debtor is represented by David K. Welch, Esq., at Burke,
Warren, Mackay & Serritella, P.C.
SUNATION ENERGY: Closes Initial $15M Tranche of Direct Offering
---------------------------------------------------------------
SUNation Energy, Inc., a leading provider of sustainable solar
energy and backup power solutions for households, businesses, and
municipalities, announced the initial closing of its previously
announced securities purchase agreement with certain institutional
investors for the purchase and sale of 17,391,306 shares of the
Company's common stock (or common stock equivalents in lieu
thereof), Series A warrants to purchase up to an aggregate
17,391,306 shares of the Company's common stock and Series B
warrants to purchase up to an aggregate 17,391,306 shares of the
Company's common stock at an effective purchase price of $1.15 per
share (or common stock equivalents in lieu thereof) and associated
warrants in a registered direct offering priced at-the-market under
Nasdaq rules.
The initial closing of the offering generated gross proceeds to the
Company of approximately $15 million through the issuance of an
aggregate of 13,043,480 shares of common stock (or common stock
equivalents) consisting of:
(i) 1,965,000 shares of common stock, and
(ii) pre-funded warrants to purchase up to 11,078,480 shares of
common stock.
The second closing of the offering is expected to generate gross
proceeds of up to $5 million, consisting of:
(iii) 4,347,826 shares of Common Stock (or common stock
equivalents),
(iv) Series A warrants to purchase up to 17,391,306 shares of
common stock, and
(v) Series B warrants to purchase up to 17,391,306 shares of
common stock.
The second closing of the offering is expected to occur upon the
satisfaction of customary closing conditions, including receipt of
approval by the Company's stockholders in a specially called
stockholder meeting to approve the issuance of the series A common
stock warrants, series B common stock warrants and the shares of
common stock underlying such warrants, in addition to other
matters.
The gross proceeds from the offering, assuming the second closing
is consummated, are expected to be approximately $20 million before
deducting placement agent fees and other offering expenses payable
by the Company. The Company intends to use the net proceeds from
this offering to fund its operations, including for working
capital, potential strategic transactions, payment of certain debt
obligations and for other general corporate purposes.
Roth Capital Partners, LLC is acting as the exclusive placement
agent for the registered direct offering.
The Series A warrants will have an exercise price of $1.725 per
share subject to standard adjustments for dividends, splits and
similar events; a one-time adjustment on the date of issuance,
subject to a floor price described therein; and also subject to
adjustment upon a Dilutive Issuance, subject to a floor price
described therein. The Series A warrants will be issued at the
second closing and will be exercisable immediately after issuance
and have a term of exercise equal to 5 years from the date of
issuance.
The Series B warrants will have an exercise price of $2.875 per
share subject to standard adjustments for dividends, splits and
similar events; a one-time adjustment on the date of issuance,
subject to a floor price described therein; and also subject to
adjustment upon a Dilutive Issuance, subject to a floor price
described therein. The Series B warrants will be issued at the
second closing and will be exercisable immediately after issuance
and have a term of exercise equal to 5 years from the date of
issuance. The Series B warrants may also be exercised on an
alternative cashless basis pursuant to which the holder may
exchange each warrant for 3 shares of common stock.
About SUNation Energy,
fka Pineapple Energy Inc.
SUNation Energy Inc., formerly known as Pineapple Energy Inc. is
focused on growing leading local and regional solar, storage, and
energy services companies nationwide.
Melville, N.Y.-based UHY LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March
29, 2024, citing that the Company's current financial position and
the Company's forecasted future cash flows for 12 months beyond the
date of issuance of the financial statements indicate that the
Company will not have sufficient cash to make the first SUNation
earnout payment in the second quarter of 2024 or the first
principal payment of the Long-Term Note due on November 9, 2024,
factors which raise substantial doubt about the Company's ability
to continue as a going concern.
SUNNOVA ENERGY: CEO Resigns Following Going-Concern Warning
-----------------------------------------------------------
Mark Chediak and Jeff Sutherland of Bloomberg News reports that
Sunnova Energy International Inc. announced that CEO John Berger
has resigned, just a week after the residential rooftop solar
company raised substantial doubt about its ability to continue
operating. Following the news, the company's shares surged.
The Houston-based company appointed Paul Mathews, previously the
chief operating officer, as the new CEO effective immediately,
according to a statement released Monday. Berger, who founded
Sunnova over 12 years ago, is stepping down amid mounting
challenges, according to Bloomberg News.
Sunnova has struggled as high interest rates and reduced state
incentives have increased costs for consumers purchasing its home
solar equipment, the report states.
About Sunnova Energy International Inc.
Sunnova -- https://www.sunnova.com/ -- is a leading national
residential solar company.
TERRAFORM GLOBAL: Moody's Keeps 'Ba3' CFR on Review for Downgrade
-----------------------------------------------------------------
Moody's Ratings said TerraForm Global Operating LP's (Terraform
Global) ratings remain under review for downgrade, including its
Ba3 Corporate Family Rating, Ba3-PD probability of default rating,
and Ba3 senior unsecured rating. Terraform Global's speculative
grade liquidity rating has been downgraded to SGL-3 from SGL-2.
RATINGS RATIONALE
"The review continuation of Terraform Global's Ba3 ratings reflects
the progress made by the company in both selling assets and paying
down debt over the last month, including the redemption of $135
million of notes in late January and the imminent redemption of an
additional $33 million of notes this month from the proceeds of its
India asset sales" said Knox Gainer, Analyst. As a result, the
amount of senior unsecured notes outstanding will be approximately
$157 million at the end of the first quarter of 2025 and Moody's
expects this to fall to $113 million by the end of the second
quarter, primarily as a result of proceeds from project level
financings.
These remaining notes mature in less than one year, on March 01,
2026, with the company considering additional asset sales to pay
down the remainder. The ratings remain on review for downgrade
given the approaching bullet maturity of this debt and the
execution risk associated with these sales. The review will focus
on timing and expected proceeds from any additional asset sales,
management's alternative plans should these sales not be executed
on a timely basis, and the operating cash flow generation of the
company's remaining assets over the next year, which now consist
mostly of wind assets in Brazil and China. Moody's expects the
company to pay off or otherwise refinance the notes well before the
maturity date early next year.
LIQUIDITY
The downgrade of Terraform Global's speculative grade liquidity
rating to SGL-3 from SGL-2 is primarily driven by the approaching
maturity of the notes, which are now due in less than one year.
The company's adequate liquidity profile reflects the company's
internal sources from the positive cash flow available for debt
service generated by the wind projects and good availability under
its $45 million revolving credit facility. At the end of September
2024, TGO had a balance of cash and cash equivalents of around $13
million. In 2023, TGO amended and extended the maturity of the
revolving credit facility to July 2026 from February 2025, a credit
and liquidity positive as it now matures after the notes. At the
end of September 30, 2024, the facility had approximately $33.6
million of availability as outstanding letters of credit totaled
$11.2 million and amount drawn of $0.3 million. Together, the
company's operating cash flow over the next year and revolving
credit availability should provide some liquidity to pay off any
remaining notes due on March 01, 2026, depending on the amount
still outstanding at that time.
Moody's expects that TGO will remain comfortably in compliance with
the financial maintenance covenant embedded in the credit facility,
which is secured by the interest in the projects. The maintenance
covenants include a maximum leverage ratio of 5.50x (defined as net
debt to CAFDS). TGO reported a ratio of 4.7x at the end of
September 2024. In addition, TGO is subject to a distribution test
(minimum interest coverage of 1.75x) under the facility. Moody's
expects TGO's ratio of cash flow available for debt service (CFADS)
to interest payments on TGO's corporate debt to continue to exceed
3x.
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the planned asset sales do not
materialize as expected and management does not execute alternative
plans to pay off or refinance the remaining notes well before the
maturity date, or if there are operating problems or other issues
associated with its wind projects, such as weather or curtailment
events, that materially reduce the amount cash available for debt
service.
PROFILE
Terraform Global Operating LP (TGO) owns and operates a fleet of
wind and solar assets in Brazil, China and India. Excluding the 302
MW portfolio of operating solar and wind assets in India held for
sale, TPO's installed capacity of wind and solar generation
capacity approximates 473 Megawatts (MWs).
The senior unsecured notes are unconditionally guaranteed by TGO's
sole member, TerraForm Global LLC. Terraform Global Inc., TGO's
parent company, is owned by affiliates of Brookfield Corporation
(Brookfield, A3 stable), previously Brookfield Asset Management
Inc. Brookfield Infrastructure Fund III (BIF III), which owns 100%
of BRE GLBL Holdings LP, is TGO's direct parent company. Brookfield
Renewable Partners LP, a subsidiary of Brookfield, holds a 31%
interest in BRE GLBL Holdings LP through its participation in BIF
III. The fund was set up in 2016 with a 12-year term, subject to
one-year extension options.
The methodology used in these ratings was Unregulated Utilities and
Unregulated Power Companies published in December 2023.
TEXAS SOLAR: Court Extends Cash Collateral Access to March 29
-------------------------------------------------------------
Texas Solar Integrated, LLC received interim approval from the U.S.
Bankruptcy Court for the Western District of Texas to use cash
collateral until March 29, marking the fourth extension since the
company's Chapter 11 filing.
The fourth interim order authorized the company to use cash
collateral to pay the expenses set forth in its budget, with a 10%
variance allowed.
As protection for the use of their cash collateral, International
Bank of Commerce and Wesco Distribution, Inc. were granted liens on
all assets of the company.
In addition, IBC will receive payment of $46,930 pursuant to the
promissory note executed in March 2023 by Texas Solar Integrated in
favor of the bank; and $1 million to be credited to the second
promissory note executed in May last year.
A final hearing will be held on April 1.
About Texas Solar Integrated
Texas Solar Integrated, LLC is a solar panel installation company
in San Antonio, Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Texas Case No. 24-52297) on November
14, 2024, with $50 million to $100 million in assets and $10
million to $50 million in liabilities. Mike Sardo, manager, signed
the petition.
Judge Michael M. Parker oversees the case.
Ray Battaglia, Esq., at the Law Offices of Ray Battaglia, PLLC,
represents the Debtor as bankruptcy counsel.
International Bank of Commerce, as secured creditor, is represented
by:
Diann M. Bartek, Esq.
Dykema Gossett, PLLC
112 E. Pecan Street, Suite 1800
San Antonio, TX 78205
(210) 554-5500 (Telephone)
(210) 226-8395 (Facsimile)
dbartek@dykema.com
TOP ACES: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has assigned Top Aces Inc. and Top Aces Corp
first-time Long-Term Issuer Default Ratings (IDRs) of 'B'. Fitch
has also rated the company's proposed CAD175 million senior secured
RCF 'BB' with a Recovery Rating of 'RR1' and its proposed senior
unsecured notes 'B'/'RR4'. The Rating Outlook is Stable.
Proceeds from the proposed issuance and borrowings under the new
RCF will be used to repay bank debt, fund maintenance and growth
capex, pay transaction fees, and for general corporate purposes.
The ratings are based on completion of the planned transactions and
the new capital structure.
The ratings highlight Top Aces' leading market position and
competitive advantages. The company benefits from barriers to
entry, increased defense spending, and demand for advanced
adversary air (ADAIR) training. This is offset by its small scale,
limited diversification, and growth strategy that could reduce
financial flexibility.
Key Rating Drivers
Sub-3.5x Leverage, 4.0x Coverage: The ratings are constrained by
Top Aces' relatively limited scale, diversification, along with the
associated risks of obsolescence, substitution, and competition,
including the potential for governments to bring ADAIR training
services in-house. Fitch projects EBITDA leverage to remain in the
2.5x-3.5x range and EBITDA interest coverage to remain around 4.0x.
The company's (CFO-capex)/debt ratio is expected to be negative
through 2026 due to elevated growth capex. EBITDA growth exceeding
Fitch's expectations would alleviate this cash flow risk.
Advanced Training Capabilities Provide Competitive Advantage: Top
Aces benefits from competitive advantages over peers, including its
Transport Canada Civil Airworthiness Certification, which allows it
to enter new international markets with fewer barriers than U.S.
competitors. This globally recognized certification enables
operations in various international jurisdictions.
Top Aces' market-leading technology, such as advanced sensors,
mission systems, and potential for AI integration, enhances the
effectiveness and realism of its training missions. The company's
position is also underscored by the fact that management believes
it owns the largest fleet of commercially operated fighter
aircraft, including F-16s, crucial for sophisticated ADAIR
training. It is believed to be the only private commercial operator
of this aircraft type.
Revenue Visibility and Risks: Top Aces faces obsolescence risks as
medium-term demand for ADAIR services could diminish in a reduced
threat environment. However, global investments in aeronautics and
record military spending, spurred by the Russia-Ukraine conflict,
offer training opportunities and revenue stability. There is risk,
albeit limited, of possible government insourcing of ADAIR
training. However, Top Aces benefits from cost advantages and
limited qualified competitors. Demand for ADAIR training has grown
due to fifth-generation aircraft like the F-35, creating a
supply-demand imbalance.
High EBITDA Margins, Negative Cash Flow: Fitch projects Top Aces to
generate EBITDA margins greater than 30%, demonstrating robust
profitability. However, FCF is expected to remain negative through
2026 due to growth capital investments. Excluding growth capex, Top
Aces generates positive cash flow. The company has experienced
substantial profit volatility in recent years, which management
attributes to increased overhead costs in anticipation of newly
secured contracts and the irregular impact of opportunistic bulk
parts purchases, followed by improved profitability once the
contracts commence.
Growth Strategy Heightens Execution Risk: Top Aces' growth strategy
increases execution risk and will reduce financial flexibility in
the coming years. Capital investments should support the company's
competitive position and drive revenue growth beyond 2027,
depending on demand. Fitch's rating case assumes cash flow from
operations (CFO), proceeds from the proposed notes issuance, and
capacity under the proposed RCF will provide sufficient liquidity
for growth expenditures. However, weaker end-market demand or lower
margins than projected could further limit financial flexibility.
Small Scale and Limited Track Record: Top Aces' small scale and
limited history at its current size and profitability levels
introduce cash flow risks. In contrast to manufacturing peers whose
products are spec'd-in (i.e. integrated into the design
specifications of a platform), Top Aces has weaker revenue
visibility due to the short contract lengths typical in the
advanced airborne training and services sector. However, strong
customer relationships and high switching costs mitigate this risk,
emphasizing the importance of securing new contracts and renewals
to maintain revenue stability.
North American, European Footprint: Top Aces benefits from its
geographically diverse footprint in Canada, the U.S., and Europe.
Its sizable fleet, consisting of 136 aircraft, including F-16s,
Alpha Jets, and A-4s, among others, supports a broad range of
missions and enhances the company's capability to secure contracts.
Established relationships with the U.S., Canadian, and German
militaries further bolster the company's credit profile.
Derivation Summary
Top Aces position as a provider of adversary air services is unique
relative to Fitch-rated aerospace and defense companies in the 'B'
rating category. Kaman Corporation (d/b/a Arxis; B+/Stable) and
Signia Aerospace, LLC (Signia; B+/Stable) are manufacturers of
parts, systems, and sub-systems of aerospace-related components.
The proprietary, low cost, mission-critical and, particularly, the
spec'd-in nature of their products beget stability and visibility
of their revenues compared with Top Aces.
Signia and Top Aces have similar EBITDA margins, while Arxis' are
slightly lower (mid-to-high 20%). Arxis and Signia are projected to
generate consistently positive FCF and maintain superior
(CFO-capex)/debt ratios over the medium term given their
significantly lower capital intensity. Arxis and Signia are larger
than Top Aces, but are expected to operate with higher EBITDA
leverage: between 5.0x and 6.0x.
Key Assumptions
- Revenue is projected to increase more than 20% in 2024, largely
due to existing contracts. Revenue is expected to grow by mid-teen
percentages in 2025 and low-single digits in 2026, driven
increasingly by future contract wins;
- EBITDA margin sustains above 30%;
- Significant growth capex resulting in consistently negative FCF
through 2026;
- Growth investments are funded with CFO, proceeds from the notes'
issuance, and revolver borrowings;
- No material dividends to the sponsor over the next few years.
Recovery Analysis
The recovery analysis assumes that Top Aces Inc. would be
considered a going concern (GC) in bankruptcy and that the company
would be reorganized rather than liquidated. A 10% administrative
claim is assumed in the recovery analysis.
Fitch assumes a GC EBITDA of CAD50 million for Top Aces in the
analysis. This estimate reflects Fitch's view of a sustainable
post-reorganization EBITDA level, considering potential losses of
contracts or fixed contracts becoming unprofitable. Fitch's
recovery analysis assumes that restructuring would likely result
from the loss of key contracts due to poor execution or significant
shifts in industry dynamics or competition. These hypothetical
scenarios would lead to a sizable revenue loss and rapidly
deteriorating liquidity, inferring the materialization of
significantly higher substitution and obsolescence risk.
An enterprise value (EV) multiple of 5.5x EBITDA is applied to the
GC EBITDA to calculate a post-reorganization EV. The multiple
reflects Top Aces' competitive advantages, such as its Transport
Canada Civil Airworthiness Certification, market-leading
technology, and exclusive operation of F-16s for ADAIR training.
The multiple also captures the above-average, medium-term revenue
risks associated with demand for ADAIR training services.
Fitch assumed the first lien revolver is fully drawn, as cash
flow-based credit revolvers are typically tapped when companies are
under distress.
The recovery analysis resulted in a 'BB'/'RR1' rating for the
CAD175 million first lien revolving credit facility, implying
outstanding recovery and a 'B'/'RR4' rating for the proposed senior
unsecured notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Failure to secure new contracts or renew/extend existing
contracts, resulting in heightened cash flow risk and a constrained
liquidity position;
- Constrained financial flexibility, including revolver utilization
exceeding 50% and (CFO-capex)/debt sustained below 2.5%;
- EBITDA interest coverage sustained below 2.5x;
- EBITDA leverage sustained above 6.0x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Fitch does not expect an upgrade over the medium term given Top
Aces' operational profile. A longer track record of contract wins,
extensions and renewals, bolstering growth and diversification,
would alleviate substitution, obsolescence, and competitive risks.
Successful execution while maintaining a credit-conscious financial
and capital allocation policy could support future positive rating
momentum;
- Improved liquidity position, evidenced by sustained positive
FCF;
- Consistently strong credit metrics, including (CFO-capex)/debt
sustained above 5.0% and EBITDA leverage sustained below 5.0x.
Liquidity and Debt Structure
Fitch's rating case assumes CFO, proceeds from the proposed notes
issuance, and capacity under the proposed RCF will provide
sufficient liquidity to support the company's growth expenditures.
However, weaker end-market demand or lower margins than projected
could constrain financial flexibility. Pro forma for the
refinancing transaction, Fitch expects Top Aces to have CAD85
million of availability under the proposed CAD175 million revolver
and more than CAD30 million of cash on hand.
Following the refinancing transaction, Top Aces will have no
near-term debt maturities. The company's proposed capital structure
will be comprised of a senior secured revolving credit facility and
senior unsecured notes due in 2030.
Issuer Profile
Top Aces is a provider of adversary air services to the armed
forces of the U.S., Canada, Germany, and other Western allies.
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
----------- ------ --------
Top Aces Inc. LT IDR B New Rating
senior
unsecured LT B New Rating RR4
senior secured LT BB New Rating RR1
Top Aces Corp. LT IDR B New Rating
senior unsecured LT B New Rating RR4
senior secured LT BB New Rating RR1
TRIPADVISOR INC: Moody's Cuts Rating on First Lien TLB to 'Ba3'
---------------------------------------------------------------
Moody's Ratings downgraded Tripadvisor, Inc.'s Senior Secured First
Lien Term Loan B (TLB) facility to Ba3 from Ba2. All other credit
ratings, including the Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Rating were affirmed. The Speculative Grade
Liquidity (SGL) rating remains SGL-1. The outlook was changed to
stable from positive.
Tripadvisor is raising an incremental $350 million in debt under
its existing TLB. Moody's expects the proceeds to be used to fund
the repayment of its outstanding convertible notes due 2026 and
other corporate purposes. The issuance will initially increase
gross leverage by approximately 1x, but will be essentially
leverage credit neutral on a pro forma basis, when the convertible
notes are repaid. As a result of Moody's expectations for a shift
to a fully secured debt structure, the TLB facility will no longer
benefit from junior debt claims, causing a one notch downgrade of
the TLB, in line with the CFR.
Moody's also expects the company's plan to merge with Liberty
TripAdvisor Holdings, Inc. (the Parent) to be completed shortly,
effectively purchasing the Tripadvisor shares held by Parent. The
consideration for this transaction will include (i) $20 million to
common shareholders, (ii) $42.5 million plus approximately 3
million shares of Tripadvisor common stock to holders of Parent's
Series A Preferred Stock, and (iii) $330 million for the redemption
of Parent's outstanding exchangeable debentures. Combined, the
transaction will result in the use of approximately $392 million in
cash. Moody's don't believe this transaction will materially change
the company's very good liquidity profile. Additionally, while the
post-closing governance structure is unknown at this time, more
diversified ownership would be favorable.
The outlook was changed to stable as Moody's now forecast lower
profitability and free cash flows than previously assumed, due in
part to higher borrowing costs (as a result of the TLB issuance)
and softer EBITDA margins with the continued mix shift to its
higher-growth, but lower-margin segments and a compression in
profitability at Brand Tripadvisor which is under pressure due to a
mix of the company's investment in growth initiatives and revenue
declines in legacy offerings related to structural changes in the
hotel action funnel and deprioritization of certain other
offerings. Further, its prioritization of profitability in the
hotel auction market controls costs but slows revenue growth.
The Brand Tripadvisor segment is highly dependent on a
pay-per-click revenue model based on the value of hotel search and
discovery. Despite near-term strategic investment management
expects to help return the top-line to growth, the rising pressure
on this segment is evident in the 2024 revenue decline of 8% (a
significant decline from 7% growth reported in 2023). Without
material bookings and payment services, this business is
particularly vulnerable to emerging competitors – including
generative artificial intelligence (GenAI) services. GenAI is
quickly accelerating its relative utility and value proposition.
Moody's understand Tripadvisor is opportunistically partnering with
some of these companies. However, there is a significant risk any
favorable benefits from these partnerships are realized slower than
the negative impact from loss of customer engagement. Moody's
expects further declines in this segment which could accelerate,
making it more difficult to offset with the growth at Viator and
TheFork.
RATINGS RATIONALE
Tripadvisor's credit profile is supported by a track record of very
good liquidity and a disciplined financial policy that balances the
interests of shareholders and creditors. In particular, except for
the pandemic years, the Company has a long history of maintaining
cash balances in excess of debt obligations or operating the
business with no debt. Leverage has been generally managed to a
range of 3.5x to 4.0x (Moody's adjusted) in recent years. Moody's
also recognizes the strength of its global brand and growing
revenue diversity with a mix across geographies and increasing
balance across three travel segments. Its Viator brand, providing
travel experiences, is growing quickly and unlike the pay-per-click
revenue model which is the largest contributor to Brand
Tripadvisor, offers booking and payment (e.g. merchant) services.
Viator also has a leading and established market position, a
growing base of exclusive suppliers, a healthy and steady take rate
over 20% (revenue divided by bookings, gross of cancellations),
generates cost-less cash float, and is less exposed to competitive
threats from GenAI. The revenue contribution from this segment,
together with TheFork (a much smaller but also fast-growing segment
with a similar business model), is near 56% % of the consolidated
revenue mix, and over 11% of the EBITDA (in 2024). Over time, the
contribution of both will continue to rise helping to at least
partially offset the declines in Brand Tripadvisor.
The credit profile is constrained by its relatively small scale
(under $2 billion in revenue) and growing pressure on large legacy
segment, Brand Tripadvisor. Revenue and EBITDA declined in 2024 due
primarily to losses in its Tripadvisor-branded hotel service.
Moody's believes monetization remains very low relative to traffic
volume while competition is high and rising. Further, the company
has become more disciplined in its participation in the hotel
auction market which controls costs but slows revenue growth.
Consolidated profitability has been falling, to low-teens percent
(Moody's adjusted) range due in part to the mix shift to Viator and
TheFork which are still smaller in scale and lack the benefit of
operating leverage. Significant costs required to acquire and
retain customers across segments (about 40% of consolidated revenue
in 2024) is also a drag on better profitability.
Liquidity is very good (SGL-1) supported by significant cash
balances (over $1 billion at the end of the last quarter end, but
expected to fall by nearly $400 million pro forma for the
transactions related to the merger with the Parent and the funding
of the Tripadvisor convertible notes) and an undrawn $500 million
(unrated) revolving credit facility which is covenant-lite.
Alternate liquidity is limited with the anticipation of a fully
secured capital structure.
The stable outlook reflects Moody's expectations that the Company
will maintain very good liquidity and gross leverage in the mid 3x
range (Moody's adjusted) following repayment of the convertible
notes due 2026. Moody's projects sustained revenue and growth of at
least low single digit percent, with EBITDA margins in the low-
teens percent range. Free cash flows should range between $90 to
$110 million with FCF to debt between 7% to 12%. Key operating
assumptions include the expectation that the growth in revenue
contributions from Viator and TheFork will more than offset
declines in the Brand Tripadvisor segment, but sustaining
profitable growth is less certain and could become more
challenging.
Note: Unless otherwise stated, all figures are Moody's adjusted
over the next 12 to 18 months.
Moody's rates the senior secured term loan facility (due 2031) Ba3.
The instrument rating reflects the probability of default of the
Company, as reflected in the Ba3-PD Probability of Default Rating,
an average expected family recovery rate of 50% at default given
the single-class of secured debt and covenant-lite structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider an upgrade if:
-- Leverage (Moody's adjusted gross debt to EBITDA) is sustained
below 3.75x, and
-- Consolidated revenue and EBITDA (Moody's adjusted) growth is
sustained, and
-- Profitability (Moody's adjusted EBITDA margin) is sustained
above 15%, and
-- Free cash flow to debt (Moody's adjusted) is sustained above
10%, and
-- Very good liquidity is sustained
An upgrade could also be conditional on larger scale and more
diversity, as well as reasonable clarity and a high degree of
confidence that the Company's market position remains strong
despite competitive threats including the adoption of new
technology by market participants.
Moody's could consider a downgrade if:
-- Gross leverage (Moody's adjusted gross debt to EBITDA) rises
above 4.75x, or
-- Consolidated revenue or EBITDA (Moody's adjusted) declines, or
-- Profitability (Moody's adjusted EBITDA margin) falls below 10%,
or
-- Free cash flow to debt (Moody's adjusted) falls below 5%, or
-- Very good liquidity is not maintained
A downgrade could also be considered if there were unfavorable and
material changes in operating performance, market share, or the
business model.
The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), founded in
2000 and based in Needham, MA, owns and operates a portfolio of
travel media brands and businesses, including Tripadvisor, Viator,
and TheFork. Revenue for the last twelve months ended 2024 was
approximately $1.8 billion. The Tripadvisor Group operates as a
family of brands that connects people to experiences worth sharing,
and aims to be the world's most trusted source for travel and
experiences. The Company leverages its brands, technology, and
capabilities to connect global audience with partners through rich
content, travel guidance, and two-sided marketplaces for
experiences, accommodations, restaurants, and other travel
categories.
Tripadvisor is publicly traded but closely held by Liberty
TripAdvisor Holdings, Inc. ("LTRIP") which controls roughly 56% of
the voting share, which is in turn tightly controlled by one
shareholder (Greg Maffei) which owns approximately 43% of LTRIP.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TURNONGREEN INC: Glendale Securities Holds 9.2% Stake
-----------------------------------------------------
Glendale Securities, Inc. disclosed in a Schedule 13G filed with
the U.S. Securities and Exchange Commission that as of June 25,
2024, it beneficially owned 16,917,362 shares of TurnOnGreen,
Inc.'s common stock, representing 9.2% of the outstanding shares.
Glendale Securities may be reached through:
George Castillo, President
15233 Ventura Blvd., Suite 712
Sherman Oaks, CA 91403
Tel: 347-986-0729
A full-text copy of the Glendale Securities' SEC report is
available at:
https://tinyurl.com/mr3bnf78
About TurnOnGreen Inc.
TurnOnGreen, Inc. (formerly known as Imperalis Holding Corp.), a
Nevada corporation, through its wholly owned subsidiaries Digital
Power Corporation and TOG Technologies Inc., is engaged in
thedesign, development, manufacture, and sale of highly engineered,
feature-rich, high-grade power conversion and power system
solutions for mission-critical applications and processes.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated April
11, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses, and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
TurnOnGreen had a net loss of $4.83 million for the year ended
December 31, 2023, compared to a net loss of $4.22 million in 2022.
As of June 30, 2024, TurnOnGreen had $3.94 million in total assets,
$10.91 million in total liabilities, $25 million in redeemable
convertible preferred stock, and $31.97 million in total
stockholders' deficit.
U-TELCO UTILITIES: Seeks to Hire Orville & McDonald Law as Counsel
------------------------------------------------------------------
U-Telco Utilities Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of New York to hire Orville &
McDonald Law, P.C. as counsel.
The firm will provide these services:
(a) give advice regarding the powers and duties of the Debtor
in the continued operation of its business and in the management of
its property;
(b) take necessary action to avoid liens against the Debtor's
property, remove restraints against its property and such other
actions to remove any encumbrances or liens which are avoidable;
(c) take necessary action to enjoin and stay until final
decree herein any attempts by secured creditors to enforce liens
upon the Debtor's property;
(d) represent the Debtor in any proceedings which may be
instituted in this court by creditors or other parties during this
proceeding;
(e) prepare legal papers; and
(f) perform all other legal services for the Debtor.
The firm will be paid at these rates:
Peter Orville $350 per hour
Zachary D. McDonald $200 per hour
Non-lawyer Staffs $125 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also requires a retainer in the amount of $10,662.
Peter Orville, Esq., an attorney at Orville & McDonald Law,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Peter Orville, Esq.
Orville & McDonald Law, P.C.
30 Riverside Dr.
Binghamton, NY 13905
Tel: (607) 770-1007
About U-Telco Utilities Inc.
U-Telco Utilities Inc. specializes in the rental of commercial and
industrial machinery and equipment, including heavy construction
machinery such as dozers, excavators, and compact track loaders.
The Company provides a diverse range of equipment for construction
and mining operations, offering machinery for rent to support
grading, excavation, and material screening projects.
U-Telco Utilities Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 25-30126)
on February 25, 2025. In its petition, the Debtor reports total
assets of $544,250 and total liabilities of $1,184,527.
Honorable Bankruptcy Judge Wendy A. Kinsella handles the case.
The Debtor is represented by Peter A. Orville, Esq. at ORVILLE &
MCDONALD LAW, P.C.
ULTRA SAFE: Unsecureds Will Get 15.6% of Claims in Plan
-------------------------------------------------------
Ultra Safe Nuclear Corp. and its affiliates submitted a Revised
Disclosure Statement for the Joint Chapter 11 Plan of Liquidation
dated February 24, 2025.
On November 21, 2024, the Bankruptcy Court entered an order (the
"Bid Procedures Order") approving certain bidding procedures to
govern the Sale Process, including the solicitation of competing
bidders to participate in an auction (the "Auction") in accordance
with the Bid Procedures Order, which enabled the Debtors to obtain
the highest or otherwise best offers for the assets, thereby
maximizing the value of the assets for the benefit of the Debtors'
estates and creditors.
On December 7, 2024, the Series A Preferred Shareholders of USNC
appointed Ms. Jill Frizzley to serve as an independent director on
the Board. because, prior to the Petition Date, each of the other
directors provided unsecured loans to USNC and was issued one or
more Convertible Notes. As a result, each of the other directors
holds Claims against USNC, which necessitated the appointment of an
independent director with no Claims against the Debtors to
independently evaluate those transactions, among others, in
connection with the proposed releases set forth in the Plan.
Class 3 consists of the Prepetition Note Claim. Except to the
extent that the Holder of the Prepetition Note Claim and the
Debtors or the Liquidating Trustee, as applicable, agree to less
favorable treatment for such Holder, in full and final satisfaction
of the Prepetition Note Claim, the Prepetition Noteholder will
receive (i) to the extent that such Prepetition Note Claim is a
secured Claim, payment in full in Cash up to the remaining sale
proceeds associated with the Prepetition Collateral on the later of
the Effective Date and the date that is ten Business Days after the
date on which such Prepetition Note Claim becomes an Allowed Claim
or as soon as reasonably practicable thereafter or (b) to the
extent that such Prepetition Note Claim is not a secured Claim, in
whole or in part, and the Bankruptcy Court concludes that the
Prepetition Note Claim is an Allowed General Unsecured Claim, in
whole or in part, its pro rata share of the Beneficial Trust
Interests for such General Unsecured Claim, which Beneficial Trust
Interests shall entitle the holders thereof to receive their pro
rata share of the distributable proceeds from the Liquidating Trust
Assets.
The amount of claim in Class 3 total $28,221,044.60. This Class
will receive a distribution of 25.7% to 26.0% of their allowed
claims.
Class 4 consists of all General Unsecured Claims against the
Debtors. On the Effective Date, or as soon as reasonably
practicable thereafter, except to the extent that a Holder of an
Allowed General Unsecured Claim and the Debtors or the Liquidating
Trustee, as applicable, agree to less favorable treatment for such
Holder, in full and final satisfaction of the Allowed General
Unsecured Claim, each Holder thereof will receive its pro rata
share of the Beneficial Trust Interests, which Beneficial Trust
Interests shall entitle the holders thereof to receive their pro
rata share of the distributable proceeds from the Liquidating Trust
Assets. The allowed unsecured claims total $35,326,000.00. This
Class will receive a distribution of 15.6% of their allowed
claims.
Subject in all respects to the provisions of this Plan concerning
the Professional Fee Reserve, and except as otherwise provided for
herein, the Debtors or the Liquidating Trustee (as applicable)
shall fund distributions under this Plan with Cash on hand on the
Effective Date and all other Liquidating Trust Assets.
A full-text copy of the Revised Disclosure Statement dated February
24, 2025 is available at https://urlcurt.com/u?l=bvDrFZ from
Stretto Inc., claims agent.
The Debtors' Counsel:
Michael R. Nestor, Esq.
Elizabeth S. Justison, Esq.
Matthew B. Lunn, Esq.
Elizabeth S. Justison, Esq.
Shella Borovinskaya, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mnestor@ycst.com
mlunn@ycst.com
ejustison@ycst.com
sborovinskaya@ycst.com
About Ultra Safe Nuclear Corporation
Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a
privately-owned provider of nuclear fuel and reactor components.
Ultra Safe Nuclear and its affiliates filed Chapter 11 petitions
(Bankr. D. Del. Lead Case No. 24-12443) on Oct. 29, 2024, with $10
million to $50 million in assets and $50 million to $100 million in
liabilities. Kurt A. Terrani, the interim chief executive officer,
signed the petition.
The Debtors are represented by Elizabeth Soper Justison, Esq., at
Young Conaway Stargatt & Taylor, LLP.
UNITED FIBER: Seeks to Extend Plan Exclusivity to May 27
--------------------------------------------------------
United Fiber Comm. Inc. asked the U.S. Bankruptcy Court for the
Central District of California to extend its exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to May
27 and July 26, 2025, respectively.
This is the first request by Debtor to extend the exclusivity
periods and the requested extension is relatively short. Debtor has
made progress in this case by negotiating successfully with a
holder of pre-petition accounts receivable that was in excess of
$700,000 and obtaining turnover of the same.
Additionally, the Debtor has made progress in generating new
receivables, which has been its primary focus post-petition since
the success of the Debtor's reorganization hinges first and
foremost on the rebounding of its business. Debtor is working
toward a solution with Vox. Debtor is hopeful that a reasonable
solution may be reached with this creditor, as the outcome of this
dispute will dictate the distributions to creditors in junior
classes.
The Debtor explains that it is facing two disputes presently that
were not anticipated at the outset of this case. First, Mr.
Keyner's assertion of entitlement to $14 million based on an
alleged purchase of the Debtor's shares has been an unexpected
development, the outcome of which may dictate various facets of the
plan including the distributions to unsecured creditors, among
other things. Additionally, Mr. Keyner is seeking relief from stay
to pursue this litigation at a time when the Debtor is focused on
reorganization and increasing revenues.
Moreover, the other dispute the Debtor is working to resolve is the
collection of matured accounts receivable from Cox. Cox owes the
Debtor approximately $838,250.93 in matured accounts receivable
from the pre- and post-petition periods and is refusing to turnover
these funds based on allegations of a setoff defense. Due to the
recalcitrance of Cox, and after the Debtor has exhausted its
efforts in obtaining turnover without the need for Court
intervention, it appears litigation is necessary. Debor is
preparing its complaint for turnover against Cox.
The Debtor claims that the status of the foregoing disputes renders
it prudent for the Debtor to obtain an extension of the exclusivity
periods, since it will be more difficult to present adequate
information and forecasting of the Debtor's financial future
without more information about these contingencies will play out.
For example, Debtor will be able to better forecast its
administrative and legal expenses when Mr. Keyner's motion for stay
relief has been resolved, when it understands the Committee's
position on the outsized claim filed by Mr. Keyner, which has a
huge impact on the treatment of unsecured creditors, and when
Debtor knows whether it can avoid litigation with Vox, which Debtor
expects will be determined very soon.
United Fiber Comm. Inc. is represented by:
Robert P. Goe, Esq.
Goe Forsythe & Hodges LLP
17701 Cowen, Lobby D, Suite 210
Irvine, CA 92614
Telephone: (949) 796-2460
Facsimile: (949) 955-9437
Email: rgoe@goeforlaw.com
About United Fiber Comm.
United Fiber Comm., Inc. is a telecommunications contractor in
California, with offices in Goleta, Corona, and Vista.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-16470) on October
29, 2024, with $1,663,379 in assets and $8,172,909 in liabilities.
Raymond Martinez, chief executive officer, signed the petition.
Judge Scott H. Yun oversees the case.
The Debtor is represented by Robert P. Goe, Esq., at Goe Forsythe &
Hodges, LLP.
UNRIVALED BRANDS: Seeks to Extend Plan Exclusivity to June 4
------------------------------------------------------------
Unrivaled Brands, Inc., and Halladay Holding, LLC, asked the U.S.
Bankruptcy Court for the Central District of California to extend
their exclusivity periods to file a plan of reorganization and
obtain acceptance thereof to June 4 and August 3, 2025,
respectively.
The Debtors explain that they have already filed a joint plan and
disclosure statement, but those were filed prior to reaching a
global settlement with Peoples. Given the outstanding contested
matters and adversary proceedings, the Debtors are net yet prepared
to formulate and finalize an amended plan and disclosure statement
incorporating the global settlement until it has been fully
documented and approved by order of the Court pursuant to Rule 9019
of the Federal Rules of Bankruptcy Procedure.
The Debtors claim that they have diligently sought to advance these
cases since the Petition Date. However, given the numerous
contested proceedings, including in successfully closing the Sale
and the successful global settlement with the Settlement Judge.
However, the Debtors need additional time to incorporate these
developments into an amended plan and disclosure statement. The
Debtors are operating in good faith and intend to work
collaboratively with as evidenced by the Debtors' success on the
global settlement.
The Debtors cite that despite the fact that the Debtors only filed
their bankruptcy cases less than four months ago, the Debtors have
already made substantial progress in taking the first steps toward
a liquidating plan. The Debtors have already closed the Sale of the
Property and reached a global settlement with Peoples.
The Debtors assert that their request for an extension of their
plan exclusivity periods is being made in good faith and is not
being made for the purpose of pressuring creditors into acceding to
certain plan terms, particularly as the Debtors already reached a
global settlement with Peoples with the help of the Settlement
Judge.
The Debtors further assert that they will need additional time to
evaluate all of the claims that are timely filed in these cases,
particularly litigation-based claims, to ensure that all such
claims are addressed in the Debtors' plan. The Debtors submit that
these contingencies warrant an extension of their plan exclusivity
periods. Accordingly, the Debtors respectfully submit that this
factor also weighs in favor of an extension of the Debtors' plan
exclusivity periods.
The Debtors' Counsel:
John Patrick M. Fritz, Esq.
Robert M. Carrasco, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Ave.
Los Angeles, CA 90034
Tel: (310) 229-1234
Email: jpf@lnbyg.com
About Unrivaled Brands
Business Description: Unrivaled owns 100% membership interests in
Halladay, and Halladay is Unrivaled's wholly owned subsidiary.
Halladay's primary asset is a commercial real property building.
Unrivaled Brands, Inc. in Downey, CA, sought relief under Chapter
11 of the Bankruptcy Code filed its voluntary petition for Chapter
11 protection (Bankr. C.D. Cal. Lead Case No. 24-19127) on Nov. 6,
2024, listing $10 million to $50 million in assets and $1 million
to $10 million in liabilities. Sabas Carrillo as chief executive
officer, signed the petition.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. serves as the
Debtor's legal counsel.
UPSALA ISD 487: Moody's Lowers Issuer & GOULT Ratings to Ba2
------------------------------------------------------------
Moody's Ratings has downgraded Upsala Independent School District
487, MN's issuer rating and general obligation unlimited tax
(GOULT) ratings to Ba2 from Baa2. The district has about $7 million
in debt outstanding.
The downgrade to Ba2 from Baa2 reflects the expectation that the
district's financial profile will remain challenged at least
through fiscal 2027 following a very sharp and unexpected decline
in reserves which are now deeply negative.
RATINGS RATIONALE
The Ba2 issuer rating reflects the district's deeply negative
reserves that rapidly deteriorated with audited fiscal 2024 results
materially deviating from prior estimates. The district is under
Statutory Operating Debt (SOD) status, which places it under state
oversight and requires it to submit to the Commissioner of
Education a five-year budget plan to balance operations. The
original SOD plan indicated a small $120,000 surplus in fiscal 2024
but significant variances grew the operating deficit to over
$600,000, decreasing the available fund balance ratio to negative
19%. The district increased its cash flow borrowing to $2 million
from $1 million during calendar year 2024 providing sufficient
liquidity for operations, with current projections showing a
remaining $1 million cash balance at the close of fiscal 2025.
The revised SOD plan has not yet been approved by the state.
Current year-to-date figures reflect a much smaller gap between
revenue and expenditure of up to $250,000. The nominally limited
size of the district and small enrollment count constrain the
district's expenditure reduction flexibility. Favorably, the
district has a resident income ratio just above 100%, a full value
per capital approaching $200,000 and a moderate long-term
liabilities ratio around 290% that will not likely increase.
Governance was a key driver of the rating action because the
district has had significant negative budget variances though it
also now under state monitoring, which Moody's considers to be a
credit positive.
The Ba2 GOULT rating is at the same level as the district's Ba2
issuer rating because of the district's full faith and credit
pledge and authority to levy ad valorem property taxes to pay debt
service without limit as to rate or amount.
RATING OUTLOOK
Moody's do not assign outlooks to local governments with this
amount of debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Consistent operational improvements that provide confidence the
district's fund balance will return to positive position
-- A stable enrollment trend
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Fiscal 2025 financial performance that adversely deviates from
current estimates or the inability to restore structural balance in
fiscal 2026
-- The failure to receive the state's approval for a revised
fiscal 2026 SOD plan that places the district on a path to balanced
financial operations
-- The inability to maintain a cash position sufficient to meet
operating expenditures on a timely basis
LEGAL SECURITY
The GOULT bonds are supported by the district's full faith and
credit pledge and the authority to levy a dedicated property tax
unlimited as to rate and amount.
The bonds are additionally secured by statute and are supported by
the State of Minnesota's School District Credit Enhancement
Program, which provides for an unlimited advance from the state's
general fund should the district be unable to meet debt service
requirements.
PROFILE
Upsala Independent School District 487 is in central Minnesota (Aaa
stable) about 35 miles northwest of St. Cloud (Aa2). The district
provides kindergarten through twelfth grade education to around 330
students and serves a community of about 2,000 residents.
METHODOLOGY
The principal methodology used in these ratings was US K-12 Public
School Districts published in July 2024.
VYRIPHARM BIOPHARMACEUTICALS: Hires Tran Singh LLP as Counsel
-------------------------------------------------------------
Vyripharm Biopharmaceuticals Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Tran
Singh LLP as counsel.
The firm will render these services:
(a) analyze the financial situation, and render advice and
assistance to the Debtor;
(b) advise the Debtor with respect to its rights, duties, and
powers in this case;
(c) represent the Debtor at all hearings and other
proceedings;
(d) prepare and file all appropriate legal papers as necessary
to further the Debtor's interests and objectives;
(e) represent the Debtor at any meeting of creditors and such
other services as may be required during the course of the
bankruptcy proceedings;
(f) represent the Debtor in all proceedings before the court
and in any other judicial or administrative proceeding where its
rights may be litigated or otherwise affected;
(g) prepare and file a Disclosure Statement, if required, and
Subchapter V Plan of Reorganization;
(h) assist the Debtor in analyzing the claims of the creditors
and in negotiating with such creditors; and
(i) assist the Debtor in any matters relating to or arising
out of the captioned case.
The firm will be paid at these hourly rates:
Susan Tran Adams, Attorney $550
Brendon Singh, Attorney $550
Mayur Patel, Attorney $425
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a pre-petition retainer of $20,000 from the
Debtor.
Mr. Singh disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Brendon Singh, Esq.
Tran Singh LLP
2502 La Branch Street
Houston, TX 77004
Telephone: (832) 975-7300
Facsimile: (832) 975-7301
Email: bsingh@ts-llp.com
About Vyripharm Biopharmaceuticals
Vyripharm Biopharmaceuticals Inc. is a leading
biopharmaceutical/biotechnology innovator in personalized
medicine.
Vyripharm Biopharmaceuticals Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 25-30395) on
January 27, 2025. In its petition, the Debtor reports estimated
assets up to $50,000 and estimated liabilities between $50,000 and
$100,000.
Judge Jeffrey P. Norman handles the case.
The Debtor is represented by Susan Tran Adams, Esq. at Tran Singh
LLP.
WALGREENS BOOTS: S&P Places 'BB-' ICR on CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings placed all its ratings on Walgreens Boots
Alliance Inc., including the 'BB-' issuer credit rating, on
CreditWatch with negative implications.
S&P plans to resolve the CreditWatch when the company announces a
firm capital structure. In assessing the go-forward rating, S&P
will assess Walgreen's capital structure, financial forecast, and
business mix. S&P could lower its issuer credit rating if it
expects S&P Global Ratings-adjusted debt to EBITDA to remain above
5.5x or for the business to be materially weaker.
Walgreens Boots Alliance Inc. announced it entered into a
definitive agreement with Sycamore Partners to be acquired for
$23.7 billion. Financing plans have not been disclosed. The
transaction stated an intention to divest the company's equity
interest in VillageMD and pay up to $3 per share to shareholders
following the sale or approximately $2.5 billion.
A Sycamore-led group intends to acquire 100% of the outstanding
shares of WBA that it currently does not already own for $11.45 per
share likely through a combination of equity and debt. The
transaction also includes an additional up to $3 per share from the
intended divestiture of VillageMD, although a deal for that
business is still uncertain. S&P's prior forecast included
VillageMD as an important source of EBITDA growth and deleveraging.
Although the valuation and full use of proceeds is uncertain, the
divestiture of VillageMD is likely to weaken future credit
metrics.
S&P said, "Additionally, we think Sycamore, similar to other
private equity sponsors, is incentivized to increase leverage to
maximize equity returns in a finite holding period. We expect
Sycamore's take-private transaction will likely increase S&P Global
Ratings-adjusted leverage above our 5.5x threshold for the current
'BB-' ratings. The company has not disclosed its intention to
redeem or maintain its current debt.
"We expect to resolve the CreditWatch placement once Walgreens
announces a firm capital structure. In resolving the CreditWatch,
we will assess Walgreen's capital structure and financial forecast
as well as evaluate the go-forward business mix in terms of
competitive dynamics and diversification. We could lower our issuer
credit ratings if we expect adjusted leverage will remain above
5.5x on a sustained basis and/or if we believe the business is
materially weaker."
WALKER & DUNLOP: Moody's Assigns 'Ba2' Rating to New Unsec. Notes
-----------------------------------------------------------------
Moody's Ratings has affirmed Walker & Dunlop, Inc.'s (Walker &
Dunlop) Ba1 corporate family rating and upgraded the company's
senior secured bank credit facility rating to Baa3 from Ba1. The
Baa3 rating reflects the rating on the firm's existing term loan as
well as the ratings assigned to the firm's amended senior secured
first lien term loan B and new senior secured first lien revolving
credit facility. Moody's also assigned a Ba2 rating to the new
senior unsecured notes. Walker & Dunlop's outlook is stable.
The rating actions follow Walker & Dunlop's announcement of its
plan to issue a $450 million 7-year senior secured term loan B,
establish a new $50 million 3-year revolving credit facility, and
issue new 8-year $400 million senior unsecured notes. The proceeds
of the issuances will be used to refinance the firm's existing $778
million term loan due in 2028 and for general corporate purposes.
RATINGS RATIONALE
The affirmation of Walker & Dunlop's Ba1 CFR reflects its strong
market position as an originator and servicer of multifamily agency
loans, its resilient profitability, and its moderate corporate
leverage. The rating also considers that the issuances will improve
Walker & Dunlop's debt capital structure, increasing the proportion
of unsecured debt thereby improving the firm's access to
alternative liquidity in times of stress.
The rating also takes into account the credit challenges posed by
the cyclical nature of the agency-sponsored multifamily market and
the company's exposure to credit risk as a significant servicer
under the Federal National Mortgage Association's (Fannie Mae, Aaa
negative) Delegated Underwriting and Servicing (DUS) program, where
servicers bear a portion of the credit risk with respect to loans
they service. Although loan originations have declined in the
high-interest rate environment, reducing Walker & Dunlop's
profitability, the firm's earnings remain strong compared to other
non-bank commercial real estate lenders during the same period.
Walker & Dunlop's large servicing portfolio provides a stable
source of revenue even as agency multifamily volumes fluctuate.
The firm's capitalization, measured by tangible common equity to
tangible managed assets (TCE/TMA), is solid at approximately 21.0%
as of December 31, 2024. While capitalization may fluctuate
periodically with originations, Moody's expects TCE/TMA to remain
above 15%.
Moody's upgraded the secured rating to Baa3 from Ba1 to reflect the
relative positions of the new term loan B and secured revolver
along with the senior unsecured notes within Walker & Dunlop's
recourse debt capital structure following repayment of the existing
term loan.
The stable outlook reflects Moody's expectations that Walker &
Dunlop will maintain stable capitalization and liquidity and will
demonstrate improved profitability over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company improves its overall
funding profile by increasing the amount of unsecured debt in its
capital structure and laddering debt maturities, while maintaining
strong profitability and solid capital levels, such as a ratio of
net income to average managed assets sustainably above 4% and
TCE/TMA above 20%.
The ratings could be downgraded if Moody's expects profitability as
measured by net income to average managed assets to remain below 2%
for an extended period or if Moody's expects TCE/TMA to remain
below 15%. The ratings could also be downgraded if the firm has
more than a modest increase in asset risk or if its liquidity and
funding profile deteriorate. Downward ratings pressure could also
develop if the firm undertakes a large debt-funded acquisition.
The principal methodology used in these ratings was Finance
Companies published in July 2024.
WATLOW ELECTRIC: Moody's Ups CFR to B1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded Watlow Electric Manufacturing Company's
("Watlow") corporate family rating to B1 from B2 and probability of
default rating to B1-PD from B2-PD. Concurrently, Moody's upgraded
the backed senior secured first lien bank credit facilities to B1
from B2. The outlook changed to stable from positive.
The ratings upgrades reflect Watlow's conservative financial
policies, solid operating performance and good liquidity. Watlow's
financial policies are atypical for a privately owned business and
prioritize debt reduction over shareholder distributions. Revenue
and margin expansion will continue to be supported by strength in
the business, primarily in the semiconductor end market, in
addition to continued expansion of industrial electrification
solutions. Liquidity is good with Moody's expectations of sustained
positive free cash flow and limited use of the revolver.
The change in the outlook from positive to stable in conjunction
with the upgrade reflects Moody's expectations that Watlow will
continue to generate positive free cash flow and reduce leverage
over the next 12-18 months.
RATINGS RATIONALE
The B1 CFR reflects Watlow's well established market position as a
supplier of thermal solutions to diverse end markets and
particularly the semiconductor sector. Moody's expects continued
growth in the semiconductor sector through 2025. Growth will be
driven by the construction of microchip foundries in the United
States. Watlow also benefits from longstanding customer
relationships supported by its good reputation in the market and
high switching costs for customers. Moody's expects debt/EBITDA
will decline towards 3.5x over the next 12 to 18 months as the
company uses its free cash flow to further reduce outstanding debt.
The company's financial policies are conservative because it is
owned by a family office which has a significantly longer
investment horizon relative to most other privately owned firms.
The ratings also reflect Watlow's niche focus on thermal solutions
and operations in a fragmented sector. The company will continue to
be exposed to the cyclical semiconductor market which has resulted
in revenue and cash flow swings in the past.
The stable outlook reflects Moody's expectations that Watlow will
continue to generate positive free cash flow, reduce outstanding
debt and continue to deleverage the business over the next 12-18
months.
Good liquidity is supported by free cash flow generation of $25
million annually, a solid cash balance and an undrawn revolver.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company increases scale and
effectively manages its growth. Free cash flow-to-debt sustained in
the high single digits and debt/EBITDA sustained below 3.5x could
also support an upgrade.
Ratings could be downgraded if financial policies become more
aggressive or if liquidity worsens. Debt/EBITDA sustained above
4.5x could also result in a downgrade.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquarters in St. Louis, Missouri, Watlow Electric Manufacturing
Company produces highly engineered thermal technology products for
diverse end-markets including semiconductor manufacturing, medical,
aerospace & defense, energy, industrial electrification, heavy
vehicle and general industrial. The company generated $779 million
during the 12-month period ending September 30, 2024.
The company is majority owned by Tinicum.
WW INTERNATIONAL: Posts $345.7 Million Net Loss in FY 2024
----------------------------------------------------------
WW International Inc. filed its Annual Report on Form 10-K with the
Securities and Exchange Commission, reporting a net loss of $345.7
million on $785.9 million of revenues for the year ended December
28, 2024, compared to a net loss of $112.3 million on $889.6
million of revenues for December 30, 2023.
As of December 28, 2024, the Company had $550.3 million in total
assets, $1.7 billion in total liabilities, and $1.1 billion in
total deficit.
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/5bc8p9y4
About WW International
Headquartered in New York, WW International Inc. is a technology
company at the forefront of weight health, grounded in nutritional
and behavior change science. The Company is powered by its weight
loss and weight management programs, its award-winning app and its
commitment to tailoring solutions for its members to improve their
weight health, including providing medical weight management
treatment via access to clinician-prescribed weight management
medications and related support through the WeightWatchers Clinic
affiliated practices.
WW International reported a net loss of $112.25 million in 2023
following a net loss of $256.87 million in 2022. As of March 30,
2024, WW International had $654.25 million in total assets, $1.76
billion in total liabilities, and a total deficit of $1.11
million.
* * *
As reported by the TCR on Nov. 20, 2024, S&P Global Ratings lowered
the issuer credit rating on WW International Inc. to 'CCC' from
'CCC+'. The outlook is negative.
At the same time, S&P lowered the ratings on the company's senior
secured debt to 'CCC' from 'B-'. S&P also revised downward its
recovery rating on the debt to '4' from '2', indicating its
expectation for average recovery (30%-50%; rounded estimate 30%) in
the event of a payment default. This reflects the secular decline
in the traditional weight loss category as evidenced by continued
subscriber losses due to increased competition, as well as an aging
demographic with weaker demand from younger consumers and an
overall weaker brand name.
The negative outlook reflects the potential for a debt
restructuring, including potentially a bankruptcy filing, over the
subsequent 12 months.
YJ SIMCO: Case Summary & Two Unsecured Creditors
------------------------------------------------
Debtor: YJ Simco LLC
1055 Park Avenue
New York, NY 10028
Chapter 11 Petition Date: March 9, 2025
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 25-10437
Judge: Hon. Lisa G Beckerman
Debtor's Counsel: Charles Wertman, Esq.
LAW OFFICES OF CHARLES WERTMAN P.C.
100 Merrick Road Suite 304W
Rockville Centre NY 11570-4807
Tel: (516) 284-0900
E-mail: charles@cwertmanlaw.com
Total Assets: $9,250,000
Total Liabilities: $6,045,000
The petition was signed by David Goldwasser as chief reorganizing
officer.
A full-text copy of the petition, which includes a list of the
Debtor's two unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/3DEZMIQ/YJ_Simco_LLC__nysbke-25-10437__0001.0.pdf?mcid=tGE4TAMA
[] Auctionadvisors to Hold NJ Bankruptcy Property Auction March 19
------------------------------------------------------------------
AuctionAdvisors, a leading real estate auction firm, announces a
bankruptcy auction featuring a diverse portfolio of multi-family
and mixed-use properties in Paterson and Hawthorne, New Jersey. The
auction will take place on Wednesday, March 19, 2025, at 6:00 PM at
the Wyndham Garden Totowa. Registration begins at 5:00 PM.
According to Oren Klein, Managing Partner at Auction Advisors, this
significant auction presents investors with unique opportunities to
acquire properties ranging from vacant mixed-use buildings to
occupied multi-family dwellings, each offering substantial
potential for return on investment. A total of seven properties are
available, with various sizes, unit counts, and reserve prices.
Joshua Olshin, Managing Partner at Auction Advisors highlights
several key features making this a unique opportunity, including:
-- Diverse Property Types: The portfolio includes mixed-use
buildings suitable for a variety of commercial and residential
uses, and multi-family properties ideal for rental income
generation. Some properties offer a mix of commercial space on the
ground floor and residential apartments above.
-- Prime Locations: The properties are strategically located in
Paterson and Hawthorne, providing access to convenient amenities,
transportation routes, and growing communities.
-- Investment Potential: The auction offers properties at
attractive Minimum Bid/Reserve Prices, ranging from $50,000 to
$499,000.
-- Attractive Terms: Properties to be sold "free and clear" of
liens, financial encumbrances, back taxes etc.
A $20,000 deposit, in the form of a bank or certified check, is
required to bid on EACH property. Detailed information on the
properties, including property facts, pictures, and tax maps, is
available on the AuctionAdvisors website: www.AuctionAdvisors.com
or by going to www.PatersonAuction.com.
Auction Details:
-- Date: Wednesday, March 19, 2025
-- Time: 6:00 PM (Registration at 5:00 PM)
-- Location: Wyndham Garden Totowa, One Route 46 West, Totowa, NJ
07512
-- Contact: Oren Klein (oklein@auctionadvisors.com) or Joshua
Olshin (jolshin@auctionadvisors.com)
About AuctionAdvisors:
AuctionAdvisors is a national real estate auction firm with a local
touch. We provide a comprehensive range of auction services to
buyers and sellers of various properties.
[] Pierson Ferdinand Adds Two New Partners to Bankruptcy Practice
-----------------------------------------------------------------
Pierson Ferdinand LLP, one of the world's fastest-growing law firms
renowned for its commitment to client service excellence and
innovation, announced the appointment of two experienced
bankruptcy, financial restructuring, and reorganization attorneys
-- Mette Kurth and Lynnette Warman -- as Partners.
Ms. Kurth joins PierFerd in Wilmington, Delaware, while Ms. Warman
will be based in Dallas, Texas. Both arrive at PierFerd from CM Law
PLLC, adding significant experience and considerable books of
business to PierFerd's Bankruptcy, Financial Restructuring, and
Reorganization practice.
Ms. Kurth has over two decades' experience in bankruptcy and its
alternatives, financial restructuring, and distressed M&A;
representing distressed companies, entities purchasing distressed
companies, creditors and committees, and other stakeholders across
a wide range of industries including retail, restaurant and
hospitality, import and distribution, manufacturing, financial
services, agriculture, healthcare, and entertainment. She has built
a deep understanding of the intricacies involved in distressed
asset sales and reorganizations across her career in addition to
bankruptcy-related litigation and appeals. She also serves as a
mediator in bankruptcy matters.
Ms. Kurth frequently receives industry accolades. She has been
regularly recognized among "The Best Lawyers in America", regularly
ranked as a "California Super Lawyer" by Super Lawyers Magazine,
and named one of the leading bankruptcy and restructuring attorneys
in both California and Delaware by Chambers USA.
Ms. Kurth has also been part of deal teams recognized for
distressed M&A and restructuring work. Notably, activity in
connection with Stimwave Technologies, Inc. was awarded "Pharma &
Devices Restructuring of the Year" at the Turnaround Atlas Award;
and work on behalf of Playhut received an honorable mention for the
Asset Sale of the Year Award from the American Bankruptcy
Institute. Additionally, activity for Contessa Premium Foods
received the "Transaction of the Year: Mid-Sized Company" award
from the Turnaround Management Association; and the turnaround of
The Walking Company was awarded M&A Advisor's "Turnaround Award of
the Year Award – Lower Middle Market."
Previously she held roles at Am Law 200 firms Fox Rothschild LLP;
ArentFox Schiff LLP; and Sheppard, Mullin, Richter & Hampton LLP;
and nationally recognized bankruptcy-boutiques Stutman Treister &
Glatt P.C., and KTBS Law LLP (formerly Klee, Tuchin, Bogdanoff &
Stern LLP).
Michael Pierson and Joel Ferdinand, Co-Chairmen of Pierson
Ferdinand, said: "In the fields of bankruptcy and restructuring
representation, Mette and Lynnette's reputations are of the highest
caliber. Their arrivals are an impressive coup for PierFerd,
enhancing our capabilities in handling distressed M&A transactions,
Chapter 11 bankruptcy filings, and bankruptcy litigation matters.
We all look forward to working alongside them both."
Ms. Warman, previously a Partner at Am Law 100 firms Jenkens &
Gilchrist, P.C. and Hunton Andrews Kurth LLP; as well as CM Law
PLLC; has considerable experience counselling clients on all
aspects of bankruptcy, restructuring, asset sales, and receivership
matters, in addition to bankruptcy and workout litigation and
appeals.
She represents creditors' committees, debtors, distressed
companies, and entities purchasing those assets or companies.
Clients operate in diverse industries, such as technology; retail;
hospitality; health and fitness; manufacturing and distribution;
agriculture; financial services; real estate; transport; media; and
entertainment.
Held in the highest esteem by clients and peers, Lynnette
frequently receives industry accolades. She has been ranked
regularly as a "Texas Super Lawyer" by Super Lawyers Magazine;
holds an AV(R) Preeminent(TM) Peer Reviewed rating from
Martindale-Hubbell; was recognized among the "Best Lawyers in
Dallas" by D Magazine for Bankruptcy Law in multiple years; and was
ranked in "The Best Lawyers in America" for Bankruptcy and Creditor
Debtor Rights / Insolvency and Reorganization Law between 2010-25.
She is also a fellow at the American Bankruptcy College.
Ms. Kurth holds a J.D. from the University of California, Los
Angeles, and a B.A. from Trinity University.
Ms. Warman holds a J.D., magna cum laude, from Creighton University
School of Law and a B.A. from the University of Nebraska.
About PierFerd
Pierson Ferdinand LLP is an international law firm serving clients
globally from 25+ markets. Its 200+ partners practice in 80+ areas
of law, including corporate, employment and executive compensation,
intellectual property, litigation, private clients & estates, and
tax. Its partners have a reputation for excellence, and have
significant experience practicing in preeminent law firms,
corporate legal departments, and government.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2025. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The single-user TCR subscription rate is $1,400 for six months
or $2,350 for twelve months, delivered via e-mail. Additional
e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each per
half-year or $50 annually. For subscription information, contact
Peter A. Chapman at 215-945-7000.
*** End of Transmission ***