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250523.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 23, 2025, Vol. 29, No. 142 Headlines 125 MIDWOOD STREET: $48K Unsecured Claims to Recover 100% in Plan 22ND CENTURY: Registers 11.3M Shares for Resale by Stockholders 23ANDME HOLDING: Regeneron to Acquire Assets in $256-Mil. Deal ACUTE HVACR: Hires Campbell Law Firm P.A. as Counsel ADVENT AIR: Gets Interim OK to Use Cash Collateral Until June 15 ALGORHYTHM HOLDINGS: Closes $1.75M Deal With SemiCab Inc. AMERICAN AUTO: S&P Rates Proposed Debt Refinancing 'B-' AMERIGAS PARTNERS: Fitch Lowers LongTerm IDR to 'B', Outlook Neg. ARCHDIOCESE OF NEW ORLEANS: $179MM Settlement Reached in Abuse Case ASURION GROUP: S&P Affirms 'B+' Long-Term Issuer Credit Rating AZUL SA: Debt Negotiations Shift Toward Chapter 11 Financing AZZUR GROUP: Creditors Defeat Insider Release Provisions in Ch. 11 BANNING, CA: S&P Lowers Revenue Bond Rating to 'B+', Outlook Neg. BEELINE HOLDINGS: Launches Referral Program to Boost DSCR Growth BELMONT TRADING: Court OKs Asset Sale to Kassel Financing BIZ AS USUAL: Seeks Chapter 11 Bankruptcy in Pennsylvania BLACKBERRY LIMITED: TSX OKs NCIB to Buy Back Up to 27.8M Shares BLUM HOLDINGS: Issues $1M Unsecured Note Due 2027 BMX TRANSPORT: Seeks Chapter 11 Bankruptcy in Georgia BRIGHT CARE: Court OKs Deal to Use BofA's Cash Collateral BROADWAY REALTY: Case Summary & 20 Largest Unsecured Creditors CALVIN1 LLC: Gets Interim OK to Use Cash Collateral Until June 9 CAMPBELL FAMILY: Unsecureds Will Get 100% of Claims over 5 Years CANYON CREEK: Hires EquiReal Appraisal Services as Appraiser CANYON CREEK: Hires Lyons Gaddis P.C. as Special Counsel CASCADES INC: S&P Alters Outlook to Negative, Affirms 'BB-' LT ICR CBDMD INC: Completes 1-for-8 Reverse Split, Stock Conversion CBDMD INC: Director Jeffrey Porter Holds 6.4% Equity Stake CELSIUS NETWORK: Ionic Ordered to Reopen Board Seats Nomination CHANDON LTD: Gets Interim OK to Use Cash Collateral Until June 11 CHARTER COMMUNICATIONS: Fitch Puts BB+ Unsec. Rating on Watch Pos. CHG US HOLDINGS: Gets Court Okay to Tap $1.75MM DIP Funding CHICAGO SMILES: Case Summary & 20 Largest Unsecured Creditors CLAROS MORTGAGE: Sale of $145.6M Loan Lifts Liquidity to $260M CLEAN ENERGY: Nasdaq Extends Bid Price Compliance Period to Nov. 3 CLEAN ENERGY: Raises $4.4 Million Through Subscription Agreement CONSOLIDATED APPAREL: Hires Kelley Kaplan as General Counsel COREWEAVE INC: Fitch Assigns 'BB-' LongTerm IDR, Outlook Positive COSMOS HEALTH: Granted Extension to Regain Nasdaq Compliance COWTOWN BUS: Seeks to Sell Residual Assets CURIS INC: Registers 10.5M Shares for Resale by Warrant Holders CYANOTECH CORP: Amends Promissory Note With Skywords Family CYANOTECH CORP: Board Renews Employment Contract With CEO D LASSEN: Case Summary & 20 Largest Unsecured Creditors D&B RENTALS: Gets Final OK to Use Cash Collateral DAATS COMPANIES: Hires Shifflett & Philips LLP as Accountant DANNIKLOR ENTERPRISES: Files Emergency Bid to Use Cash Collateral DIAMONDHEAD CASINO: CBIZ Appointed Auditor After Marcum Resignation DIGITAL ALLY: Completes 1-for-20 Reverse Stock Split DIGITAL ALLY: Nasdaq Panel Grants Continued Listing Until Sept. 2 DIGITAL ALLY: Two Out of Three Proposals Pass at Special Meeting DIOCESE OF NORWICH: Gets Court Okay for Ch. 11 Plan w/ Abuse Fund DOTDASH MEREDITH: S&P Upgrades ICR to 'BB-', Outlook Stable DUNBAR PROPERTIES: Seeks Chapter 11 Bankruptcy in New Jersey ELEMENTS UES: Gets Another Extension to Access Cash Collateral EPIC COMPANIES: Unsecureds to Recover Between 18.9% and 28.8% ERC MANUFACTURING: Unsecureds to Split $120K over 5 Years EVOFEM BIOSCIENCES: Adds 3-Applicator Package to License Agreement EXTREME PROFITS: Case Summary & 11 Unsecured Creditors FIREPAK INC: Seeks to Sell Vehicles in Private Sale FIRST AMERICAN: To Sell Orlando Property to Watson Real Estate FLEXSYS HOLDINGS: S&P Cuts ICR to 'CC' on Announced Debt Exchange FMC CORP: Moody's Rates New $750MM Subordinated Notes Due 2055 Ba1 FULLER INVESTMENT: Case Summary & 12 Unsecured Creditors GEORGIA VASCULAR: Hearing to Use Cash Collateral Set for June 4 GREAT OUTDOORS: S&P Alters Outlook to Negative, Affirms 'BB-' ICR HAVOC BREWING: Hires Buckmiller & Frost as Counsel HUB INTERNATIONAL: S&P Raises ICR to 'B+' On Expected Deleveraging IAC INC: S&P Upgrades ICR to 'BB' Following Spin-Off of Angi Inc. INTELSAT S.A.: S&P Withdraws 'B+' Issuer Credit Rating JAGUAR HEALTH: Streeterville Entities Hold 6.7% Equity Stake JM GROVE: Unsecured Creditors to Split $6K over 5 Years JUNK SHUTTLE: Gets Final OK to Use Cash Collateral KLE EQUIPMENT: Case Summary & 16 Unsecured Creditors KLE EQUIPMENT: Seeks Chapter 11 Bankruptcy in Wisconsin KTRV LLC: Seeks $4MM DIP Loan From Bedrock Industries KW LAND: Voluntary Chapter 11 Case Summary KYTTO ENTERPRISE: Seeks to Hire Tamarez CPA LLC as Accountant LEISURE INVESTMENTS: Dolphin Deaths Prompt Defense from Ex-CEO MOM CA: Court Extends Cash Collateral Access to June 10 NATIONAL CAMPUS: S&P Affirms 'BB' Rating on Housing Revenue Bonds NEWKIRK NOSTRAND: Seeks to Hire Robert M. Marx as Legal Counsel NLC PRODUCTS: Hires Marcus & Millichap as Real Estate Broker NORTHERN LIBERTIES: Hires Robert J. Dudash Esq. as Attorney NRG ENERGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable OFFSHORE SAILING: Case Summary & 20 Largest Unsecured Creditors PIVOTAL ANALYTICS: Hires Dal Lago Law as Counsel PRIVATE LENDER: Seeks Chapter 11 Bankruptcy in Texas PROFRAC HOLDING: S&P Lowers ICR to 'CCC+' on Reduced Liquidity PROJECT PIZZA LLC: Seeks Subchapter V Bankruptcy in California PROJECT PIZZA: Hires Charyn Asset Management as Appraiser QUADRA FS: Gets Interim OK to Use Cash Collateral QXC COMMUNICATIONS: Gets Extension to Access Cash Collateral RENASCENCE INC: Gets Interim OK to Use Cash Collateral Until May 28 RITE AID: Court OKs Sale of Pharmacy Assets to CVS and Others RITE AID: Landlords Hit Committee Composition RT ACQUISITION: Voluntary Chapter 11 Case Summary S.E.E.K. ARIZONA: Case Summary & 20 Largest Unsecured Creditors S3 GROUP: Seeks Chapter 11 Bankruptcy in California SHERWOOD HOSPITALITY: Hires George Thana CPA PC as Accountant SINTX TECHNOLOGIES: Board OKs New Executive Employment Contracts SMITH MICRO: Registers Up to $75M in Securities SOFT PACKAGING: Seeks Cash Collateral Access SRX HEALTH: Adesh Vora Reports Beneficial Ownership of 16.9M Shares SRX HEALTH: Director David Allan White Holds 189,384 Common Shares SRX HEALTH: Director Simon Conway Holds 50,664 Common Shares SRX HEALTH: President Davender Sohi Reports 512K Shares STOLI GROUP: Court Extends Cash Collateral Access to May 30 SULLIVAN MECHANICAL: To Sell Cast Iron Items to Northeastern Supply SUNNOVA ENERGY: Handelsbanken No Longer Holds Stake as of March 31 TECHNO TOY: Seeks Cash Collateral Access UNITY MINES: Seeks to Sell Coal Business at Auction WAUSAU OFFICE: Seeks Chapter 11 Bankruptcy in Wisconsin WOODMAN INVESTMENT: Seeks Cash Collateral Access WW INTERNATIONAL: Files for Bankruptcy to Restructure Debt WYNDHAM HOTELS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ********* 125 MIDWOOD STREET: $48K Unsecured Claims to Recover 100% in Plan ----------------------------------------------------------------- 125 Midwood Street Partners, LLC submitted an Amended Disclosure Statement describing Chapter 11 Plan dated May 5, 2025. The Debtor foresees full payment on the Effective Date for all Statutory Fees, Administrative Claims, and all Classes (Class 1 to Class 4). A plan encompassing 100% payment for all creditors is proposed. The Debtor has entered into a contract of sale for the Property located at 125 Midwood Street, Brooklyn, NY, for $1,840,000, subject to bankruptcy court approval. The estimated proceeds from the sale will be the sales price minus 4.5% broker's commission and approximately $10,000 in miscellaneous fees, leaving $1,747,200, which is sufficient to cover all expenses and fully satisfy the Debtor's claims. The estimated total expenses in this matter amount to $1,628,229, ensuring that all obligations are met with a remaining surplus. The sale is an arms-length transaction with purchasers Cameron Ketcham and Sarah RuelBergeron. The contract includes a mortgage contingency clause, giving the purchasers 60 days to secure financing. Upon approval from the bankruptcy court, the sale will proceed, allowing the Debtor to distribute funds accordingly. The proceeds will be used to pay all secured claims, administrative expenses, and priority claims in full. The estimated expenses include the mortgage payoff, closing costs, broker commissions, legal and administrative fees, and outstanding taxes and liens. Any remaining funds after satisfying these obligations will be distributed in accordance with the Bankruptcy Code. Class 1 consists of Priority Claims. Each holder of an Allowed Class 1 Priority Claim will receive on account of such Allowed Priority Claims payment in full from Available Cash on or about the Effective Date. The Debtor estimates that the Claims in Class 1 will total $8,500. Class 2 consists of the Secured Claims, which consist of Shellpoint. Claims in Class 2 will be paid in full, with interest, if required, at the applicable rate, on the Effective Date. The Debtor estimates that the Claims in Class 2 will total $1,506,589. Class 3 consists of General Unsecured Claims, which have been submitted in the Debtor's schedules and/or for which proofs of claims have been filed in the Court's Claims Register. Each holder of an Allowed Class 3 General Unsecured Claim will receive Available Cash after all payments to Class 1 Claims, Class 2 Claims, Statutory Fees and Administrative Claims, with simple interest, if required, from the Petition Date. The Debtor estimates that the amount of Allowed General Unsecured Claims will be $47,970. This Class will receive a distribution of 100% of their allowed claims. The Debtor's Plan is feasible and provides a clear path to the full satisfaction of all Allowed Claims. The Plan is funded through the private sale of the Property for $1,840,000, which is sufficient to cover all obligations. The estimated total expenses in this matter amount to $1,638,229. With the total estimated expenses at $1,638,229, the Debtor will have sufficient proceeds from the sale to pay all secured, administrative, and priority claims in full, with a remaining surplus after distributions. A full-text copy of the Amended Disclosure Statement dated May 5, 2025 is available at https://urlcurt.com/u?l=rNOwNT from PacerMonitor.com at no charge. Counsel to the Debtor: Nnenna Onua, Esq. McKinley Onua & Associates, PLLC 233 Broadway, Suite 2348 New York, New York 10279 Telephone: 718-522-0236 Facsimile: 718-701-8309 Email: nonua@mckinleyonua.com About 125 Midwood Street Partners LLC 125 Midwood Street Partners LLC is the fee simple owner of the real property located at 125 Midwood Street, Brooklyn, NY 11225 valued at $2.41 million. 125 Midwood Street Partners LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43803) on September 12, 2024. In the petition filed by Yolanda Shivers, as managing member, the Debtor reports total assets of $2,408,000 and total liabilities of $1,415,412. Honorable Bankruptcy Judge Elizabeth S. Stong handles the case. The Debtor is represented by Nnenna Onua, Esq. at MICKINLEY ONUA & ASSOCIATES. 22ND CENTURY: Registers 11.3M Shares for Resale by Stockholders --------------------------------------------------------------- 22nd Century Group, Inc. filed a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission relating to the resale from time to time by the selling stockholders -- Anson East Master Fund LP, Anson Investments Master Fund LP, Joseph Reda, Dawson James Securities, Inc, Gregory Castaldo, Jonathan Schechter, Robert Forster, SEG Opportunity Fund, LLC, Iroquois Capital Investment Group LLC, Iroquois Master Fund Ltd., and North Carolina State University -- of up to 11,272,093 shares of the Company's common stock, par value $0.00001 per share, or the Shares, comprising up to: (i) 7,089,497 shares of our common stock, (ii) 685,089 shares of common stock issuable upon the exercise of outstanding warrants issued in a private placement on September 13, 2024, (iii) 628,916 shares of common stock issuable upon the exercise of outstanding warrants issued in a private placement on October 1, 2024, (iv) 34,887 shares of common stock issuable upon the exercise of outstanding Placement Agent Warrants issued in a private placement on October 1, 2024; (v) 815,363 shares of common stock issuable upon the exercise of outstanding warrants issued in a private placement involving a warrant inducement, (vi) 34,384 shares of common stock issuable upon the exercise of outstanding Placement Agent Warrants issued in a private placement involving a warrant inducement (vii) 1,887,379 shares of common stock issuable upon the exercise of outstanding warrants issued in a private placement on October 14, 2024, and (viii) 96,578 shares of common stock issuable upon the exercise of outstanding Placement Agent Warrants issued in connection with the private placement on October 14, 2024 The Company stated that it will not receive any proceeds from the sale of shares being sold by the selling stockholders. It will, however, receive proceeds on the exercise by the selling stockholders of outstanding warrants for shares of common stock covered by the prospectus if the warrants are exercised for cash. "We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of the warrant shares. The selling stockholders identified in this prospectus may offer the shares from time to time through public or private transactions at fixed prices, at prevailing market prices, at varying prices determined at the time of sale, or at privately negotiated prices. We provide more information about how the selling stockholders may sell their shares of common stock in the section titled "Plan of Distribution" beginning on page 11 of this prospectus. We will not be paying any underwriting discounts or commissions in connection with any offering of shares under this prospectus," the Company explained. The Company's common stock is listed on the Nasdaq Capital market under the symbol "XXII." On May 7, 2025, the closing price of common stock was $1.25 per share. A full-text copy of the Registration Statement is available at: https://tinyurl.com/yc6hznwt 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. Buffalo, New York-based Freed Maxick P.C. (F/K/A Freed Maxick CPAs, P.C.), the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 20, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024 citing that the Company 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. This raises substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2024, the Company had $21.7 million in total assets, $17.7 million in total liabilities, and $4 million in total stockholders' equity. 23ANDME HOLDING: Regeneron to Acquire Assets in $256-Mil. Deal -------------------------------------------------------------- 23andMe Holding Co., a human genetics and biotechnology company, announced on May 19, 2025, that it has entered into a definitive agreement for the sale of 23andMe to Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN), a leading U.S.-based, NASDAQ-listed biotechnology company that invents, develops and commercializes life-transforming medicines for people with serious diseases. The agreement includes Regeneron's commitment to comply with the Company's privacy policies and applicable law, process all customer personal data in accordance with the consents, privacy policies and statements, terms of service, and notices currently in effect and have security controls in place designed to protect such data. "We are pleased to have reached a transaction that maximizes the value of the business and enables the mission of 23andMe to live on, while maintaining critical protections around customer privacy, choice and consent with respect to their genetic data," said Mark Jensen, Chair and member of the Special Committee of the Board of Directors of 23andMe. He added: "We are grateful to Regeneron for offering employment to all employees of the acquired business units, which will allow us to continue our mission of helping people access, understand and gain health benefits through greater understanding of the human genome." Under the terms of the agreement, Regeneron will acquire substantially all of the assets of the Company, including the Personal Genome Service (PGS), Total Health and Research Services business lines, for a purchase price of $256 million. The agreement does not include the purchase of the Company's Lemonaid Health subsidiary, which the Company plans to wind down in an orderly manner, subject to and in accordance with the agreement. "Regeneron is a science-driven, patient-focused biotechnology company that understands the power of genetic research to improve the lives of individuals, as well as the way society treats and prevents illness as a whole," said George D. Yancopoulos, M.D. Ph.D., co-Founder, Board co-Chair, President and Chief Scientific Officer of Regeneron. "When we opened our labs in New York State more than three decades ago, we bet our company's future on the power of DNA, fueling our drug discovery efforts so as to deliver some of the world's leading and most innovative medicines, including treatments to prevent blindness, for allergic diseases from asthma to atopic dermatitis, for several forms of cancer, and even for Ebola and COVID-19. Through our Regeneron Genetics Center, we have a proven track record of safeguarding personal genetic data, and we assure 23andMe customers that we will apply our high standards for safety and integrity to their data and ongoing consumer genetic services. We believe we can help 23andMe deliver and build upon its mission to help people learn about their own DNA and how to improve their personal health, while furthering Regeneron's efforts to improve the health and wellness of many." Regeneron intends to ensure compliance with 23andMe's consumer privacy policies and applicable laws with respect to the treatment of customer data. As the successful bidder, Regeneron is prepared to detail the intended use of customer data and the privacy programs and security controls in place for review by a court-appointed, independent Customer Privacy Ombudsman and other interested parties. "23andMe is a pioneer in consumer genetics and research, and we are excited for the opportunity to support their important mission and grow their platform and business. As a world leader in human genetics, Regeneron Genetics Center is committed to and has a proven track record of safeguarding the genetic data of people across the globe, and, with their consent, using this data to pursue discoveries that benefit science and society. We assure 23andMe customers that we are committed to protecting the 23andMe dataset with our high standards of data privacy, security and ethical oversight and will advance its full potential to improve human health," said Aris Baras, MD, Senior Vice President and Head of the Regeneron Genetics Center(R). "Since 2013, the Regeneron Genetics Center has sequenced the genetic information of nearly three million people in research studies, using this deidentified data to make meaningful discoveries at speed and scale. We share 23andMe's founding vision of the power of genetics and data and the health benefits to individuals and society in understanding the human genome. We believe we are uniquely suited to be responsible and effective stewards of 23andMe's future, and we look forward to welcoming their talented team." 23andMe will be operated as a wholly owned direct or indirect subsidiary of Regeneron Pharmaceuticals, Inc. and continue operations as a personal genomics service. Regeneron's purchase does not include 23andMe's Lemonaid Health business. Additional details about the company's operating plans will be shared at time of closing. As part of the Court-supervised sale process, 23andMe required all bidders to guarantee that they will comply with the Company's privacy policies and applicable law. While the transaction aligns with 23andMe's Privacy Statement, a Court-appointed, independent Consumer Privacy Ombudsman will also conduct an examination of the transaction and the impact, if any, on consumers' privacy if the transaction is approved, taking into account the privacy and security program of the proposed acquirer and present a report to the Court by June 10, 2025. The definitive agreement follows the auction's completion on May 16, 2025, as part of the Company's Court-supervised sale process and ongoing Chapter 11 proceedings. The proposed transaction remains subject to approval by the U.S. Bankruptcy Court for the Eastern District of Missouri, approval under the Hart-Scott-Rodino Act and customary closing conditions. A Court hearing to consider approval of the transaction is currently scheduled for June 17, 2025 and the transaction is expected to close in the third quarter of 2025. As previously disclosed, the Company secured Court-approved debtor-in-possession financing of up to $35 million from JMB Capital Partners. The outcome of this auction satisfies conditions to access the second tranche of the financing, providing additional liquidity to support the business during the pendency of the sale transaction. Additional information regarding 23andMe's Chapter 11 filing, proceedings and claims process is available at https://restructuring.ra.kroll.com/23andMe. Questions about the claims process should be directed to the Company's claims agent, Kroll, at 23andMeInfo@ra.kroll.com or by calling (888) 367-7556. Advisors Paul, Weiss, Rifkind, Wharton & Garrison LLP and Carmody MacDonald P.C. are serving as legal counsel to 23andMe and Alvarez & Marsal North America, LLC as restructuring advisor. Moelis & Company LLC is serving as investment banker to the Special Committee of 23andMe's Board of Directors. Reevemark and Scale are serving as communications advisors to the Company. About 23andMe 23andMe is a genetics-led consumer healthcare and biotechnology company empowering a healthier future. Through its direct-to-consumer genetic testing, 23andMe offers personalized insights into ancestry, genetic traits, and health risks. The Company has developed a large database of genetic information from over 15 million customers, enabling it to provide health and carrier status reports and collaborate on genetic research for drug development. On the Web: http://www.23andme.com/ On March 23, 2025, 23andMe Holding Co. and 11 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 25-40976). The Company disclosed $277,422,000 in total assets against $214,702,000 in total liabilities as of Dec. 31, 2024. Paul, Weiss, Rifkind, Wharton & Garrison LLP; Morgan, Lewis & Bockius LLP; and Carmody MacDonald PC are serving as legal counsel to 23andMe and Alvarez & Marsal North America, LLC as restructuring advisor. Lewis Rice LLC, Moelis & Company LLC, and Goodwin Procter LLP are serving as special local counsel, investment banker, and legal advisor to the Special Committee of 23andMe’s Board of Directors, respectively. Reevemark and Scale are serving as communications advisors to the Company. Kroll is the claims agent. ACUTE HVACR: Hires Campbell Law Firm P.A. as Counsel ---------------------------------------------------- Acute HVACR, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Campbell Law Firm, P.A. as counsel to handle its Chapter 11 case. The firm will be paid at these rates: Kevin Campbell $450 per hour Michael H. Conrady $400 per hour Suzanne Campbell Chisholm $300 per hour Staff $100 per hour The firm was paid a retainer in the amount of $20,020. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Campbell, Esq., a partner at Campbell Law Firm, 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: Kevin Campbell, Esq. Campbell Law Firm, P.A., 890 Johnnie Dodds Blvd., Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Fax: (843) 884-0997 About Acute HVACR, LLC Acute HVACR LLC is a heating, ventilation, air conditioning, and refrigeration contractor based in Summerville, South Carolina. Acute HVACR LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 25-01661) on May 1, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Elisabetta Gm Gasparini handles the case. The Debtor is represented by Michael Conrady, Esq. at Campbell Law Firm, PA. ADVENT AIR: Gets Interim OK to Use Cash Collateral Until June 15 ---------------------------------------------------------------- Advent Air Conditioning, Inc. got the green light from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to use cash collateral. The order penned by Judge Mark Mullin authorized the Debtor's interim use of cash collateral from May 19 to June 15 in accordance with its budget. The Debtor needs immediate access to cash collateral to continue its operations, including paying critical expenses like payroll, utilities, rent, taxes, and vendor obligations. As protection, BlueVine Capital and other merchant cash advance (MCA) creditors that may assert claims to cash collateral were granted a replacement lien on the Debtor's post-petition accounts, cash, accounts receivable and their proceeds. The final hearing is set for June 12, with objections due by June 9. About Advent Air Conditioning Inc. Advent Air Conditioning Inc. is a family-owned HVAC services company based in Lewisville, Texas, serving the greater Dallas Fort Worth area. Established in 1981, the company specializes in AC repair, heating repair, and HVAC system replacements, offering energy-efficient and indoor air quality solutions. Advent Air Conditioning sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 25-41696) on May 9, 2025. In its petition, the Debtor reported total assets of $142,986 and total liabilities of $1,333,818. Judge Mark X. Mullin handles the case. The Debtors are represented by Clayton L. Everett, Esq., at Norred Law, PLLC. ALGORHYTHM HOLDINGS: Closes $1.75M Deal With SemiCab Inc. --------------------------------------------------------- Algorhythm Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company, entered into and closed an equity purchase agreement with SemiCab Inc., a Delaware corporation, pursuant to which: (i) SemiCab Holdings purchased 9,999 shares of the issued and outstanding equity shares, Rs. 10 par value, of SMCB Solutions Private Limited, an Indian company, representing 99.99% of the issued and outstanding equity shares of SMCB, for $1,750,000, the payment of which amount was evidenced by the issuance of a promissory note by the Company to the Seller, and (ii) the Company purchased the 20% membership interest in SemiCab Holdings then held by Seller for aggregate consideration consisting of 119,742 shares of the Company's common stock, par value $0.01 per share. On the Closing Date, the Company and SemiCab Holdings entered into an amended and restated employment agreement with each of Ajesh Kapoor and Vivek Sehgal pursuant to which Mr. Kapoor agreed to serve as the Chief Executive Officer and Chief Technology Officer of SemiCab Holdings and Mr. Sehgal agreed to serve as the Chief Product Officer of SemiCab Holdings. Pursuant to the amended employment agreement, Mr. Kapoor was granted the right to serve as a member of the board of directors of the Company and the right to appoint an additional member to the board of directors upon the occurrence of certain specified events. Also on the Closing Date, the Company, SemiCab Holdings, Ajesh Kapoor and Vivek Sehgal entered into an Amended and Restated Limited Liability Company Agreement for SemiCab Holdings which sets forth the terms and conditions governing the operation and management of SemiCab Holdings. The Promissory Note provides that $1,500,000 is due and payable by the Company on the first anniversary of the Closing Date and the remaining $250,000 is due and payable by the Company on the 18-month anniversary of the Closing Date. The Promissory Note bears interest at six percent per annum. The Promissory Note includes customary events of default, such as the failure to pay principal or interest when due and the occurrence of certain bankruptcy events. If an event of default occurs, Seller has the right to declare all outstanding amounts immediately due and payable. In the event any payment is not made when due, regardless of whether it constitutes an event of default, the amount of such payment will accrue interest at a default rate of eight percent per annum. The Shares were issued to the Seller in a private placement transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Securities Act directly by the Company without engaging in any advertising or general solicitation of any kind and without payment of underwriting discounts or commissions to any person. About Algorhythm Holdings Algorhythm Holdings, Inc., fka The Singing Machine Company, Inc. -- http://www.singingmachine.com/-- is a holding company for an AI enabled software logistics business operated through its SemiCab Holding subsidiary and a home karaoke consumer products company that designs and distributes karaoke products globally to retailers and ecommerce partners through the Singing Machine subsidiary. Philadelphia, Penn.-based Marcum LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $18,302,000 in total assets, $28,823,000 in total liabilities, and a total stockholders' deficit of $10,521,000. AMERICAN AUTO: S&P Rates Proposed Debt Refinancing 'B-' ------------------------------------------------------- S&P Global Ratings assigned a 'B-' issue-level rating and '3' recovery rating to American Auto Auction Group LLC's (AAAG; B-/Stable/--) proposed refinancing. The recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery prospects in a hypothetical default scenario. AAAG is raising a new seven-year, first-lien, $885 million term loan along with new cash equity of $50 million. The proceeds will be used to repay $765 million outstanding on its existing first-lien term loan, $150 million outstanding on its second-lien term loan, and the remainder toward transaction fees and expenses. The company is also issuing a five-year, $100 million revolving credit facility (undrawn at close) to replace its $60 million revolving credit facility (undrawn). S&P said, "Our ratings and stable outlook on AAAG are unchanged. The proposed first-lien debt facilities will not significantly affect the company's credit quality. The recovery expectation is slightly weaker than our previous estimate of 55% for the existing first-lien facilities because our calculation of distressed enterprise value is now spread over a larger amount of outstanding first-lien debt. "Pro forma for the transaction, we estimate AAAG's S&P Global Ratings-adjusted leverage will improve marginally by about 0.2x, benefiting from a nearly $30 million reduction in book debt. Additionally, we estimate funds from operations (FFO) to debt will improve slightly by 0.5% as the company replaces a higher-priced second-lien term loan with a lower-priced first-lien term loan, resulting in annualized interest cost savings of about $8 million. "AAAG has benefited from a modest recovery in used car sales over the last year following weaker volumes when used car prices spiked significantly during the COVID-19 pandemic. Recently imposed higher than expected tariffs on autos and components that push prices of new cars higher, and their demand lower will likely boost demand for used cars, assuming used car prices don't increase more than expected. This would be advantageous for used-car auction facilitators such as AAAG, which operates under a percentage-of-price fee model. We believe the knock-on effects of rising new car prices will contribute to revenue growth. "We estimate AAAG's profitability and credit metrics will improve in 2025, remaining commensurate for the rating. Specifically, we expect leverage to decrease to 7x in 2025 from 8x in 2024 and FFO to debt to 6.8% from 4.8%, with further improvements in 2026. "We expect volumes will improve somewhat over the next 12 months and support free cash flow, gradually improving metrics. Its financial sponsor ownership and record of raising incremental debt to fund tuck-in acquisitions present a risk of metrics deteriorating. While we believe that available cash balances exceeding $110 million will be used before any new debt is raised, we cannot dismiss the possibility of a decline in credit metrics if AAAG becomes more acquisitive than we expect." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- The simulated default scenario assumes that AAAG defaults in 2027 because of heightened competitive pressure, the loss of customer relationships, or challenges passing through inflationary cost pressures. -- S&P expects these conditions would reduce auction volumes, revenue, and profitability, which we view would lead to a cash flow deficit and liquidity burden. -- Based on the company's capital structure and S&P's assumption of higher borrowing costs in a default scenario, it estimates that EBITDA would need to decline to nearly $95 million. Simulated default assumptions -- Year of default: 2027 -- Jurisdiction: U.S. -- LIBOR: 250 basis points -- $100 million cash flow revolver: Standard 85% drawn at default All debt includes six months of accrued interest -- Administrative claims: 5% of gross enterprise value Simplified waterfall -- Gross enterprise value: $525 million -- Administrative expenses: $26 million -- EBITDA at emergence: $95 million -- Enterprise value multiple: 5.5x -- Net enterprise value: $499 million -- Obligor/nonobligor valuation split: 100%/0% -- Priority claims: None -- Total collateral value for secured debt: $499 million -- Total first-lien debt: $990 million --Recovery expectations: 50%-70% (rounded estimate: 50%) AMERIGAS PARTNERS: Fitch Lowers LongTerm IDR to 'B', Outlook Neg. ----------------------------------------------------------------- Fitch Ratings has downgraded AmeriGas Partners, L.P.'s Long-Term Issuer Default Rating (IDR) to 'B' from 'B+'. Fitch has also downgraded the senior unsecured notes co-issued by AmeriGas and AmeriGas Finance Corp to 'B' with a Recovery Rating of 'RR4' from 'B+'/'RR4'. The Rating Outlook is Negative. The downgrade is due to AmeriGas's actual and Fitch's projected EBITDA leverage sustaining above 5.5x. Deleveraging is underway, but progress has been slower than Fitch expected. For the LTM ending March 31, 2025, EBITDA reflected normal winter conditions, demonstrating the company's operational capabilities and profitability. The downgrade also factors in customer service issues disclosed during the 1Q25 earnings call. The Negative Outlook reflects execution risk in AmeriGas's core focus areas. The past few winters highlighted the need for stabilization and improvements to achieve its goals. Limited time remains until late calendar-year 2026, when Fitch expects the May 2027 notes to be refinanced. It is also uncertain whether the planned paydown of the subordinated intercompany loan will occur on schedule. Key Rating Drivers Leverage Remains Elevated: Fitch-calculated AmeriGas' leverage over the last 12 months (LTM) ending March 31, 2025 at around 5.6x. This is down from 6.6x as of the fiscal year ending Sept. 30, 2024 (FY24). Fitch's leverage calculation is around 0.5x higher than management's calculation. Fitch is forecasting higher yoy EBITDA for FY25 due to a more normal, colder winter that partially offset customer attrition. This supports a leverage forecast around 5.6x for FY25 while maintaining EBITDA interest coverage around 2.0x over the near term. The company typically generates about 80%-85% of EBITDA over the first two fiscal quarters. The 2024-2025 winter heating season was 1.1% warmer than normal but 6.1% colder than the prior year's six-month winter heating season ending in March 2025. Retail gallons sold increased 1% for the yoy six-month heating season as weather helped offset continued customer attrition. As of FY24, AmeriGas' total customers fell to about 1.1 million from about 1.2 million in FY23. The company continues to work to improve customer service-related issues. Capital Allocation for Debt Reduction: Parent UGI Corp (UGI; not rated) has a long-term leverage target for AmeriGas of 4.0x to 4.5x (management's calculation differs from Fitch's). Fitch believes that UGI and AmeriGas mainly plan to use internally generated FCF to reduce some senior debt. This is incremental to the stated plan to make prepayments to the subordinated inter-company loan, which Fitch deems 100% debt credit. Fitch expects future UGI family support could occur through transactions similar to the intercompany loan from UGI International (UGII; BB+/Stable). Fitch believes the loan could be amended if winter weather headwinds impede timely repayment. Fitch views the ownership dynamic between UGI and AmeriGas as supportive of the company's credit quality. This was recently demonstrated by a series of cash contributions and demonstrated to foregoing of distributions to support deleveraging. UGI has a more near-term goal of decreasing leverage below 5.0x. Fitch's leverage calculation differs from management's calculation, resulting in a difference of about 0.5x. Refinancing Rates Weaken Interest Coverage: AmeriGas has around $664 million of senior notes maturing in 2026, $712 million of maturing debt in 2027 and around $493 of senior notes maturing in 2028. Fitch expects prolonged higher refinancing rates may pressure EBITDA interest coverage below 2.0x in the later years of the forecast. Fitch expects the company to manage upcoming maturities before they become current. The new ABL RCF has a springing fixed charge coverage ratio covenant that is less restrictive than the previous unsecured RCF, which removes near-term covenant overhang. Focus on Turnaround Plan: Fitch regards the company's new 'Pod' organization of the business as sensible, and understands that the company wants to make significant, integrated and intensive changes to the entire business, which has not been attempted in previous turnaround plans. AmeriGas is focusing improvement efforts around efficient deliveries for their highest margin customers. Additionally, the company is seeking to leverage their scale and consolidate their propane suppliers as well as take advantage of the downward pressure on propane prices. Scale of Business: The market for propane distribution in the U.S. is fragmented with a handful of national distributors in competition with smaller local players. AmeriGas has around 11% market share with the largest retail propane distributor network in the U.S. by gallons distributed annually, providing it with a large customer and geographic footprint across all 50 states. This broad scale and diversity help to reduce weather-related volatility of cash flows. Retail gallon sales are fairly evenly distributed by geography, which can help limit the effect of warm weather within its regional base. Rating Linkages: There is a parent-subsidiary relationship between UGI and AmeriGas. Fitch believes UGI has a stronger Standalone Credit Profile (SCP) than AmeriGas and follows the stronger parent path. While Legal Incentive is Low, the UGI credit agreement contains cross default language that includes AmeriGas debt. Strategic and Operational Incentives are also Low. AmeriGas has a history of paying dividends up to UGI Corp., but the amount is varied and flexible. Additionally, AmeriGas has its own finance team and liquidity access. Due to the aforementioned linkage considerations, Fitch rates the company on a standalone basis. Peer Analysis Fitch considers Sunoco LP, (BB+/Stable) a wholesale fuel distributor to be comparable to AmeriGas as both companies have seasonal or cyclically exposed cash flow and perform fuel sourcing operations. AmeriGas' retail propane demand tends to be more seasonally affected than motor fuel demand. Sunoco's business risk profile is improved following through a series of large acquisitions increasing its size in terms of EBITDA generation as well as geographic and business line diversity. Fitch expects Sunoco's leverage to be within Fitch's rating sensitivity band of 3.8x to 4.8x. The midpoint of this sensitivity band is about 1.5x turns below Fitch's forecast for AmeriGas' leverage. The lower business risk and leverage account for the multi-notch difference between AmeriGas and Sunoco's IDRs. UGI International, LLC (UGII; BB+/Stable) is AmeriGas' international propane retail affiliate. UGII operates in less fragmented European markets with lower leverage. In terms of EBITDA, UGII is larger, generating roughly $100 million higher EBTIDA in FY24. In addition to its larger size, UGII has lower leverage which Fitch forecasts to average 2.6x over the forecast period, over three turns lower than its leverage forecast for AmeriGas, justifying the rating difference. Key Assumptions - Retail sales and wholesale sales relatively flat yoy for FY 2025 and trending downward thereafter; - Base interest rate applicable to the RCF reflects the Fitch Global Economic Outlook, 4.25% for 2025 and 3.50% in 2026; - No distributions paid by AmeriGas in the near-term; - Average retail unit margins remain flat to FY 2025; - No material acquisitions or distributions assumed. Recovery Analysis The recovery analysis assumes the enterprise value of AmeriGas would be maximized in a going-concern (GC) scenario vs a liquidation scenario. Fitch contemplates a scenario in which a default is caused by warmer winter weather and continued customer attrition leading to the inability to refinance upcoming maturities in advance of triggering the liquidity covenant of the senior secured ABL RCF. Fitch assumes a sustainable, post-reorganization GC EBITDA of $200 million, reflecting continued secular decline and loss of market share per the contemplated scenario leading to further loss of customers. As per Fitch's criteria, the going concern EBITDA reflects some residual portion of the distress that caused the default. This GC EBITDA is lower than the $300 million assumed previously based on the company's decreased size following continued customer attrition as total customers has fallen to around 1.1 million customers as of fiscal YE23 from around 1.2 million customers as of fiscal YE23. Fitch estimates AmeriGas would receive a GC recovery multiple of 5.5x, consistent with past reorganizations multiples in the energy sector. In Fitch's bankruptcy case study report Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries, published in October 2024, the median enterprise valuation exit multiplies for 51 energy cases was 5.3x, with a wide range of multiples observed. Fitch assumes AmeriGas' ABL RCF would be roughly 75% to 80% drawn down at bankruptcy. A 10% administrative claim is incorporated in the recovery calculation. The recovery analysis results in a 'B'/'RR4' rating for the senior unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch-calculated EBITDA leverage expected to be above 6.5x on a sustained basis; - EBITDA interest coverage sustained below 2.0x; - Lack of parental support compared to Fitch's expectation; - Continued deterioration of business fundamentals; - Absence of proactive refinancing of upcoming maturities about one year in advance; - Imminent impairments to liquidity could result in a multi-notch downgrade. Factors That Could, Individually Or Collectively, Lead To A Stable Outlook - Steady improvements to financial performance including leverage and interest coverage metrics consistent with the current rating. In additional Fitch will be monitoring for improvement of operational goals which the company is currently in process of planning and executing; - Proactive refinancing of upcoming maturities about one year in advance. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Achieve Fitch-calculated EBITDA leverage below 5.5x on a sustained basis; - Increased scale of business while improving profitability. Liquidity and Debt Structure Fitch considers AmeriGas' liquidity to be sufficient over the near-term with around $340 million of available liquidity as of March 31, 2025. There was about $298 million of available borrowing capacity on the senior secured ABL RCF based on the borrowing base of about $298 million and about $44 million of cash and cash equivalents. The ABL RCF contains a springing fixed charge coverage ratio covenant of greater than 1.0x based on the undrawn availability of the facility. AmeriGas' has several upcoming maturities. The company has debt maturing each year beginning with the $664 million senior unsecured notes due in August 2026 followed by the unsecured intercompany loan matures in January 2027 followed by $512 million of senior unsecured notes maturing in May 2027. The ABL RCF contains covenant requiring liquidity greater than or equal to the outstanding principal amount of any senior notes maturing within 91 days plus 20% of the maximum revolving advance amount. Issuer Profile AmeriGas is a large retail propane distributor serving residential, commercial, industrial, agricultural, wholesale and motor fuel customers across the U.S. The company is a wholly owned subsidiary of UGI Corporation. Summary of Financial Adjustments In calculating EBITDA, Fitch adds/subtracts unrealized losses/gains from commodity derivative instruments not associated with current-period transactions. 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 ----------- ------ -------- ----- AmeriGas Finance Corp. senior unsecured LT B Downgrade RR4 B+ AmeriGas Partners, L.P. LT IDR B Downgrade B+ senior unsecured LT B Downgrade RR4 B+ ARCHDIOCESE OF NEW ORLEANS: $179MM Settlement Reached in Abuse Case ------------------------------------------------------------------- James Nani of Bloomberg Law reports that the Archdiocese of New Orleans has reached a $179.2 million settlement to resolve clergy sex abuse allegations as it moves toward emerging from bankruptcy. The proposed deal -- between the archdiocese, its parishes, and select insurers -- comes five years after the organization filed for Chapter 11 bankruptcy, according to a statement released Wednesday, May 21, 2025, by the committee representing abuse survivors. Roughly 600 claims of child sexual abuse involving clergy members have been filed against the archdiocese, the report states. Pending approval from the bankruptcy court, the settlement would create a trust funded with $179.2 million in cash to compensate victims, the committee said. About Roman Catholic Church of The Archdiocese Of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans -- https://www.nolacatholic.org/ -- is a non-profit religious corporation incorporated under the laws of the State of Louisiana. Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need,including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano& Company, Inc., is the claims agent. The U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on May 20, 2020. The committee is represented by the law firms of PachulskiStangZiehl& Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. ASURION GROUP: S&P Affirms 'B+' Long-Term Issuer Credit Rating -------------------------------------------------------------- S&P Global Ratings affirmed the 'B+' long-term issuer credit ratings on Asurion Group Inc. (Asurion) and 'B' issue rating on the second-lien senior secured debt; the '5' (20%) recovery rating on the second lien debt is unchanged. S&P also revised up the recovery rating on subsidiary Asurion LLC's first-lien senior secured debt to '2' (70%) from '3' (65%) and as a result raised its issue rating on the debt to 'BB-' from 'B+'. The stable outlook on Asurion reflects its expectation that it will maintain its dominant presence in the mobile protection industry and sustain credit metrics that support the rating. In first-quarter 2025, Asurion pre-paid $158 million of its B-8 tranche per it's excess cash flow sweep requirement. Since Asurion's latest dividend recapitalization in 2021, it has reduced total debt by over $1 billion (about 10% of total reported debt) through a combination of required and voluntary debt pre-payments. S&P expects continued modest reductions in debt over the next couple of years. A lower proportion of international earnings is the other main driver of our upward revision. Asurion's estimated recovery value from its international segment is not directly available to first-lien creditors, and instead is on a generally unsecured basis ratable with second-lien claims. As a result, the lower weighting of international earnings boosts first-lien recovery in our simulated default analysis. In contrast with U.S. earnings that have continued to grow, international earnings have been falling in conjunction with lower subscribers, given factors such as the unbundling of equipment sales and rate plans in Japan, increased competition from mobile virtual network operators (MVNOs), and a declining population in Japan. S&P expects the international earnings contribution will continue to decline meaningfully in 2025 from a recent contract renewal with a key Japanese client. Asurion demonstrated generally steady performance in the past year and recently secured key contract renewals. The company demonstrated fairly flat growth for the 12 months ended March 31, 2025, with expansion in the Americas continuing to offset declines in international markets. While Americas subscriber growth declined marginally, revenue has benefited from greater penetration of ancillary services such as Connected Home and a 2024 mobility program redesign with a key contract. S&P Global Ratings-adjusted EBITDA margins showed slight gains for the 12 months ended March 31, 2025, on benefits from restructuring initiatives and lower nonrecurring charges. In conjunction with its fourth-quarter reporting and audit release earlier this year, Asurion also announced contract extensions with its two largest clients. These are the longest secured contract durations in the company's history across its major clients and a testament to the strength of Asurion's market position in the U.S. The company also announced the extension of its contract with a key Japanese client. S&P said, "Despite an expected overall EBITDA decline in 2025, Asurion maintains credit metrics comfortably within our rating parameters. While we expect modestly positive overall top line growth in 2025 (with revenue growth in the Americas offsetting continued International declines), we expect modest EBITDA and margin contraction driven primarily by the recent contract renewals. While the situation is fluid, developments around U.S. tariff policy are not a meaningful headwind in our base case forecast. Given our expectations for modest EBITDA decline, S&P Global Ratings-adjusted leverage, which stood at 5.4x for the 12 months ended March 31, 2025, will likely uptick modestly to near 6.0x. We expect leverage to start trending down again in 2026 given our expectation of resumed EBITDA growth." Outlook The stable outlook reflects S&P Global Ratings' expectation that Asurion will maintain its dominant presence in the mobile protection industry and sustain credit metrics that support the rating. Downside scenario S&P said, "We could lower our ratings on Asurion in the next 12 months if its debt-to-EBITDA ratio rises above 6.5x-7x, and interest coverage declines below 2x because of earnings shortfalls or a more aggressive financial policy. We could also lower our ratings if the company loses a key client, has negative organic growth, or material margin declines." Upside scenario Although it is unlikely, S&P could raise its ratings by one notch in the next 12 months if Asurion maintains financial leverage consistently below 5x and coverage above 3.5x, while reducing client concentration through successful diversification and expansion. Company Description Founded in 2008, Asurion is a global provider of product protection and support services to the wireless, insurance, retail, and home repair service industries. In 2024, the company generated revenue of $9.3 billion, with the majority derived from Americas operations and the international segment, consisting pre-dominantly of a sizeable Japan operation and a modest presence in other Asian countries and Europe. Through its core mobility segment, Asurion's main product involves partnering with network carriers to provide device protection, including replacement or repair services for lost or broken devices, and additional technology and administrative services to carriers and subscribers. Under its retail and other businesses, the company also provides extended service contracts for replacement or repair of consumer electronics, appliances, and other products. S&P's Base-Case Scenario Assumptions -- Real U.S. GDP growth of 1.9% in 2025 and 2026. -- Revenue growth of 2%-4% for 2025-2026. -- S&P Global Ratings-adjusted EBITDA margin contraction of 100-200 basis points in 2025 and relatively steady in 2026. -- Debt paydowns of $200 million-$300 million collectively in 2025 and 2026. Based on these assumptions, S&P arrives at the following credit measures: -- Adjusted debt-to-EBITDA ratio of 5.7x-6.0x in 2025 and 5.4-5.7x in 2026 -- S&P adjusted EBITDA coverage of 2.0x-2.2x in 2025 and 2.2x-2.4x in 2026 -- Free operating cash flow to debt of 2%-4% in 2025 and 3%-5% in 2026 Liquidity S&P said, "We expect Asurion's liquidity sources will exceed uses by at least 1.2x, with sources exceeding uses of cash even if forecast EBITDA declines 15% during the next 12 months. In our opinion, the company has sound relationships with banks and a satisfactory standing in the credit markets." Principal liquidity sources: -- $250 million revolver (undrawn). -- Cash balance of about $1.2 billion as of first-quarter 2025 -- Sizeable cash funds from operations. Principal liquidity uses: -- Required 1% mandatory amortization of debt (about $80 million annually). -- Required excess cash flow sweep payments and potential voluntary pre-payments. -- Capital expenditure of $300 million-$350 million annually. Issue Ratings - Recovery Analysis Key analytical factors -- S&P revised the recovery rating on the first-lien debt to '2' (70%) from '3' (65%), resulting in an upgrade of the first-lien debt to 'BB-' from 'B'; our issue and recovery ratings on the second-lien debt are unchanged at 'B' and '5' (20%). -- S&P valued the company on a going-concern basis using a 6.5x multiple over its projected emergence EBITDA. -- In S&P's simulated scenario, it contemplates a payment default in 2029 arising from substantial decline in revenue and EBITDA related to subscriber attrition and client losses. -- S&P thinks lenders would achieve the greatest recovery value through reorganization rather than liquidation of the business. Simplified default assumptions -- Simulated year of default: 2029 -- Emergence EBITDA: $1.1 billion -- Multiple: 6.5x Simplified waterfall -- Gross recovery value: $7.1 billion -- Net recovery value (after 5% administrative expenses): $6.8 billion -- Collateral/foreign subsidiaries with 65% stock pledge/unpledged foreign value: 75%/1%/24% -- Value available for first-lien claims: $5.1 billion --Recovery expectations: 70%-90% (rounded point estimate: 70%) -- Value available for second-lien claims: $1.0 billion --Recovery expectations: 10%-30% (rounded point estimate: 20%) Ratings Score Snapshot -- Issuer Credit Rating: B+/Stable/-- -- Business risk: Satisfactory -- Country risk: Very low -- Industry risk: Intermediate -- Competitive position: Satisfactory -- Financial risk: Highly leveraged -- Cash flow/leverage: Highly leveraged -- Anchor: b+ Modifiers -- Diversification/portfolio effect: Neutral (no impact) -- Capital structure: Neutral (no impact) -- Financial policy: FS-6 (no additional impact) -- Liquidity: Adequate (no impact) -- Management and governance: Moderately negative (no impact) -- Comparable rating analysis: Neutral (no impact) AZUL SA: Debt Negotiations Shift Toward Chapter 11 Financing ------------------------------------------------------------ Reshmi Basu, Rachel Gamarski, and Giovanna Bellotti Azevedo of Bloomberg News report that Brazil's Azul SA is nearing a deal with creditors for about $600 million in financing to support the airline through a potential bankruptcy filing that could happen as soon as next week, according to people familiar with the discussions. The airline and its lenders have been evaluating restructuring options, including a possible Chapter 11 process, Bloomberg previously reported. Azul is seeking relief as it faces declining revenues and upcoming interest payments, the sources said. Data compiled by Bloomberg shows the carrier has $52.2 million in bond interest due this May 2025, the report states. About Azul SA Azul S.A. offers airline services. The Company provides passenger air transportation services by air carriers, assistance for boarding, and cabins for pets, as well as compartments for elderly and disabled passengers. Azul serves customers worldwide. AZZUR GROUP: Creditors Defeat Insider Release Provisions in Ch. 11 ------------------------------------------------------------------ Ben Zigterman of Law360 reports that a Delaware bankruptcy judge on Tuesday, May 20, 2025, the court sustained an objection to insider liability releases in Azzur Group’s Chapter 11 liquidation plan, concluding the company had not provided sufficient justification for releasing current and former officers, directors, and equity holders from claims related to their conduct before the bankruptcy. About Azzur Group Holdings Azzur Group Holdings, a Pennsylvania-based professional services company operates across multiple locations including Boston, Chicago, San Diego, and San Francisco, providing specialized life sciences services including consulting, laboratory testing, cleanrooms-on-demand, and technical training services. Azzur Group Holdings and more than 30 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10342) on March 2, 2025. In their petitions, the Debtors reported estimated assets and liabilities between $100 million and $500 million. Honorable Bankruptcy Judge Karen B. Owens handles the cases. DLA Piper LLP represents the Debtors as general bankruptcy counsel. Ankura Consulting Group LLC serves as restructuring advisor to the Debtors, Brown Gibbons Lang & Co. Securities Inc. acts as investment banker, and Stretto Inc. acts as claims and noticing agent. BANNING, CA: S&P Lowers Revenue Bond Rating to 'B+', Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its underlying rating (SPUR) to 'B+' from 'BB-' on the Banning Financing Authority, Calif.'s outstanding electric system revenue bonds, issued on behalf of the city of Banning. The outlook is negative. The downgrade reflects significant issues related to the utility's billing system that began in November 2024, whereby customer billing has not occurred on time, resulting in persistent backlogs and delayed revenue collection. Lagging revenue collections exacerbate the utility's continued weak financial position and reliance on citywide pooled cash to support operations and make timely debt service payments. S&P said, "The negative outlook reflects a one-in-three chance that we could lower the rating further in the next two years if the utility is not able to stabilize its financial position and rebuild cash, particularly given what we view as weak income demographics that could hinder cost recovery for a utility that is collecting in arrears. "In our opinion, the utility's combined weak risk management and financial reporting have contributed to our negative rating actions and, in our view, led to its structural imbalance and are further compounded by reactive rate-setting practices. However, we believe the utility has implemented credit-supportive measures to restore structural balance, such as approving a rate increase expeditiously for fiscal 2025, despite previously stating that the city would not raise electric rates in fiscal 2025, and by hiring a municipal advisor and a consultant as the city progresses through its remediation plan. "Although management has initiated several credit-supportive strategies to enhance revenue collections and improve financial metrics, we believe a sustained financial improvement hinges on management committing to review, implement, and update these strategies and long-term plans, and hiring key personnel while decreasing turnover. "In our view, rate affordability risks are elevated for the electric system. Although system rates, measured on a weighted average basis by customer class, are below the state average (2023), suggesting solid competitiveness, significant annual residential rate increases are likely during the next five years, which will likely erode affordability, especially in light of below-average economic metrics. Moreover, current relative electric rate competitiveness reflects the state's investor-owned utilities' recent substantial rate increases, indicating that relative competitiveness and affordability are not synonymous. "We recognize that residents' median household effective buying income (MHHEBI) as a percentage of the U.S. average is depressed at 73% and the city has an elevated poverty rate of 19%. As management increases base rates in the near term and uses its power cost adjustment factor (PCAF) monthly to address liquidity challenges, we believe affordability could worsen, as we expect rate competitiveness will deteriorate somewhat--especially as delinquencies are currently elevated and if economic indicators deteriorate. "We are monitoring the strength and stability of electric utilities' revenue streams given inflationary pressures on electricity prices (which have outpaced the broader Consumer Price Index inflation rate), reflecting higher operating and debt costs due to investments in emissions reductions, load growth, and climate resilience. We anticipate that substantial and sweeping tariffs could also pressure electricity prices as utilities source costlier materials and components critical to the sector's build cycle. Coupled with the high degree of unpredictability around federal policy, the economy's stressors and the associated financial pressures consumers are facing, including diminished consumer confidence and expectations of rising inflation and unemployment, might make it more difficult for rate-setting bodies to harmonize the interests of utilities, their customers, and their investors, which could negatively affect utilities' financial metrics. "We believe the utility faces acute physical risks related to wildfires, as the city maintains 11 miles of overhead distribution lines in Tier 2 and 3 zones and 3% of the system's customers are located within these zones. The utility has undertaken measures to reduce wildfire risk and will continue to de-energize circuits for operational reasons at the request of police and fire personnel as a form of risk management. Wildfire mitigation practices include annual vegetation management in Tier 2 and 3 zones and strong collaboration with fire and emergency services, which we believe partly offset the utility's wildfire liability exposure. Furthermore, the city maintains a regularly updated Wildfire Mitigation Plan, which is a regulatory requirement by the California Public Utilities Code that assesses wildfire risks to inform their investments and to collaborate with all community stakeholders who could be affected." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Risk management, culture, and oversight -- Transparency and reporting S&P said, "The negative outlook reflects our view that, despite planned rate increases, the utility's cash balance will likely remain negative through fiscal 2027, as indicated by management and the utility's continued dependence on interfund borrowings. While management expects to be caught up on billing by the end of September, there is further uncertainty as to how long it will take the utility to catch up on billing past months and whether rate increases and cost controls will produce credit-supportive DSC in fiscal years 2025 and 2026 given weak coverage as of unaudited fiscal 2024. "We could lower the rating by one or more notches if the city's overall liquidity deteriorates materially and citywide pooled cash is no longer able to support the electric systems operations. We could also do so if there is a delayed ability to raise rates; if there is an inability to maintain structural balance on a sustained basis that considers revenue, expenses, debt service, and capital spending; or if rate affordability becomes materially compromised. "We could revise the outlook to stable if we see a sustained track record of improved liquidity and reserves supported by timely billing, sufficient rate increases, and prudent cost control while maintaining DSC at levels near those achieved in fiscal years 2021-2023. Due to recent weak financial performance and the anticipation that the utility will only achieve structural balance by fiscal year-end June 30, 2027, we do not anticipate raising the rating in the near term." BEELINE HOLDINGS: Launches Referral Program to Boost DSCR Growth ---------------------------------------------------------------- Beeline Holdings, Inc. announced the launch of its Realtor and Content Creator Partner Program. The initiative is designed to accelerate origination growth in Debt Service Coverage Ratio (DSCR) mortgages -- one of the fastest-growing segments in investor lending. The program empowers affiliates including licensed real estate professionals and digital creators with a custom referral platform to drive DSCR mortgage applications. Each affiliate receives a unique referral link, enabling their network to quote and apply directly through Beeline's platform. DSCR loans are underwritten based on rental income from the property rather than the borrower's personal income, making them especially attractive to real estate investors and short-term rental operators. Over one-third of Beeline's current volume consists of DSCR mortgages, supported by proprietary tech and expert Loan Guides who think and act like investors themselves. "This program gives forward-thinking realtors and creators a way to plug into our engine--and generate income--by connecting their audiences to a platform that actually performs," said Nick Liuzza, CEO of Beeline. "We're not repackaging an old process. We've reimagined mortgage lending for today's investors, and this initiative is a natural extension of our growth strategy." Beeline's Net Promoter Score (NPS) currently exceeds 80--more than 4x the industry average--underscoring customer trust and satisfaction. Reviews consistently cite Beeline's speed, transparency, and DSCR expertise as competitive differentiators. With this program, Beeline is strategically merging the credibility of licensed real estate agents with the distribution power of modern content creators to unlock scalable, cost-effective growth in a high-margin loan category. About Beeline Holdings Beeline Holdings f/k/a Eastside Distilling, Inc. is a forward-thinking mortgage lender leveraging cutting-edge technology to simplify and streamline the home financing process. The company is committed to providing a seamless, customer-centric experience while expanding its presence in the mortgage industry. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred recurring losses and negative cash flows from operations since its inception, has a significant working capital deficit, and is dependent on debt and equity financing. These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $66.5 million in total assets, $17.5 million in total liabilities, and a total stockholders' equity of $49 million. BELMONT TRADING: Court OKs Asset Sale to Kassel Financing --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, has approved Belmont Trading Co. Inc. to sell all of its Assets, free and clear of liens, interests, and encumbrances. The Court has authorized the Debtor to sell all of its Assets to Kassel Financing LLC and all right, title, and interests in and to all of the Seller's Assets including but not limited to: (i) all furniture, fixtures, equipment (ii) all inventory (iii) all work in process and pending orders (iv) all customer lists, customer data; (v) all supplier lists, supplier data, sales data; (vi) all supplies; (vii) the name "Belmont Trading Co., Inc" (viii) all trade marks and or tradenames: (ix) all telephone numbers (x) all subcontractor information; (xi) all employee information, including all employment records; (xii) all warranties enforceable and in favor of Seller; (xiii) all credits and/or cash for any work in progress in which advance payment has been received (xiv) all computers, software, and stationary (xv) all trademarks registered or owned by common; (xvi) all other assets used in the operation of the business; (xvii) all accounts receivable (xviii) all shares of stock, membership interests, and similar forms of equity in any and all of Seller's subsidiary companies The purchase price of the Assets is $200,000. The Court also held that nothing in the order affects the Small Business Administration's lien on all tangible and intangible personal property of the Debtor in the amount of $387,612.07 as of May 12, 202. About Belmont Trading Co. Inc. Belmont Trading Co., Inc., offers full-service value recovery and recycling services for mobile devices. Belmont Trading processes retired mobile devices and remarket and resell them. Belmont Trading sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12083) on Sept. 12, 2023. In the petition signed by Igor Boguslavsky, president, the Debtor disclosed $2,575,764 in assets and $15,773,104 in liabilities. Judge Janet S. Baer oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, is the Debtor's legal counsel. BIZ AS USUAL: Seeks Chapter 11 Bankruptcy in Pennsylvania --------------------------------------------------------- On May 20, 2025, Biz as Usual LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of Pennsylvania. According to court filing, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Biz as Usual LLC Biz as Usual LLC leases real estate properties and operates from Ardmore, Pennsylvania. Biz as Usual LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 25-11985) on May 20, 2025. In its petition, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. Honorable Bankruptcy Judge Derek J. Baker handles the case. The Debtors are represented by Jonathan Stanwood, Esq. at JONATHAN H. STANWOOD, LLC. BLACKBERRY LIMITED: TSX OKs NCIB to Buy Back Up to 27.8M Shares --------------------------------------------------------------- BlackBerry Limited announced that it has received acceptance from the Toronto Stock Exchange for a normal course issuer bid ("NCIB") share buyback program. The program allows for the repurchase of up to 27,855,153 of its common shares, representing approximately 4.7% of the outstanding public float as of the close of business on May 5, 2025. Under the NCIB, BlackBerry can purchase its common shares through the TSX, other Canadian stock exchanges, the New York Stock Exchange, and/or alternative trading systems in Canada and the United States. Subject to regulatory approval, purchases of its common shares may also be made by BlackBerry by way of private agreements or share repurchase programs under issuer bid exemption orders issued by securities regulatory authorities. Any BlackBerry common shares purchased through the NCIB will be cancelled. As of the close of business on May 5, 2025, BlackBerry had 597,096,623 common shares outstanding and the public float was 596,180,623 common shares. The average daily trading volume on the TSX for the 6 months ending on April 30, 2025 was 2,884,777 common shares. Daily purchases through the TSX will be limited to 721,194 common shares, other than block purchases. In the past 12 months, BlackBerry has not repurchased any of its outstanding securities. The NCIB commenced on May 12, 2025 and will terminate on the earliest of: (A) May 11, 2026, (B) such date as BlackBerry may determine, and (C) the date on which the maximum number of common shares that may be purchased under this NCIB has been reached by BlackBerry. The purchase price of any common shares purchased by BlackBerry under the NCIB will be the market price at the time of acquisition. The purchase price of any common shares purchased by BlackBerry under issuer bid exemption orders issued by securities regulatory authorities will be determined through negotiations with arm's length third parties and is expected to be at a discount to or around the market price. BlackBerry delivered on its commitment to strengthen its balance sheet in fiscal 2025 and expects to generate further positive operating cash flow during fiscal 2026. BlackBerry believes that, from time to time, the market price of its common shares may not fully reflect the underlying value of its business and its future prospects. In such circumstances, the purchase by BlackBerry of its common shares may represent an appropriate use of available funds, since a portion of BlackBerry's excess cash can be invested for an attractive, risk-adjusted return on capital through the NCIB. Common shares purchased under the NCIB will also help to offset the dilutive effect of common shares issued under BlackBerry's equity incentive plan. Having an NCIB in place at this time will provide BlackBerry with the flexibility to purchase its common shares for cancellation where this aligns with its investment and capital allocation strategies. BlackBerry does not expect that any decision to allocate cash to purchase its common shares will affect its long-term strategy. The actual number of common shares that will be purchased under the NCIB, and the timing of any such purchases, will be determined by BlackBerry, subject to the limits imposed by the TSX, the NYSE and applicable securities laws in Canada and the United States. There cannot be any assurances as to how many common shares, if any, will ultimately be purchased by BlackBerry under the NCIB. About BlackBerry Headquartered in Waterloo, Canada, BlackBerry Limited provides intelligent security software solutions. At May 31, 2024, BlackBerry had $1.3 billion in total assets, $581 million in total liabilities, and $742 million in total equity. * * * Egan-Jones Ratings Company on December 18, 2024, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. BLUM HOLDINGS: Issues $1M Unsecured Note Due 2027 ------------------------------------------------- Blum Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it executed and delivered an Unsecured Promissory Note in the principal amount of $1,000,000 to an investor (the "Lender"). The Note has a maturity date of May 2, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on June 15, 2025. The Company may prepay the principal balance in full at any time without penalty. The Note is convertible at the Lender's election into a convertible promissory note that shall include an automatic conversion into the shares of capital stock issued by Blum at a conversion price equal to 85% of a $20,900,000 pre-money valuation of Blum (equal to a per share price of $0.98 on a fully diluted basis). The Company shall grant to the Lender warrants to purchase up to 377,358 shares of the Company's common stock, at an exercise price of $0.53 per share. About Blum Holdings Headquartered in Downey, California, Blum Holdings, Inc. -- www.blumholdings.com -- is a publicly listed parent company with operations across California, dedicated to delivering top-tier medical and recreational cannabis products and associated services. The Company is home to Korova, a brand of high potency products across multiple product categories, currently available in California. The Company formerly operated Blum Santa Ana, a premier cannabis dispensary in Orange County, California, which was sold in June 2024. The Company previously owned dispensaries in California which operated as Blum in Oakland and Blum in San Leandro, which were sold in November 2024. In May 2024, the Company began operating the retail store, Cookies Sacramento, and providing consulting services for two additional dispensaries located in Northern California. The Company is organized into two reportable segments: (i) Cannabis Retail – Includes cannabis-focused retail, both physical stores and non-store front delivery; and (ii) Cannabis Distribution - Includes cannabis distribution operations. Costa Mesa, California-based GuzmanGray, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 13, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has a significant working capital deficiency and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Blum Holdings had $24.82 million in total assets, $29.56 million in total liabilities, $2.01 million in mezzanine equity, and a total stockholders' deficit of $6.75 million. As of Dec. 31, 2024, the Company had $1.04 million of cash and cash equivalents. BMX TRANSPORT: Seeks Chapter 11 Bankruptcy in Georgia ----------------------------------------------------- On May 20, 2025, BMX Transport LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Georgia. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 100 and 199 creditors. The petition states funds will be available to unsecured creditors. About BMX Transport LLC BMX Transport LLC provides long-distance specialized freight trucking services across the United States, focusing on goods that require unique handling or equipment. The Company offers full truckload transport using dry vans and refrigerated trailers, supported by warehousing and 24/7 logistics operations. Headquartered in Georgia, it operates a federally authorized fleet of trucks and trailers. BMX Transport LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-20705) on May 5, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge James R. Sacca handles the case. The Debtors are represented by Benjamin Keck, Esq. at KECK LEGAL, LLC. BRIGHT CARE: Court OKs Deal to Use BofA's Cash Collateral --------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division approved a stipulation allowing Bright Care Veterinary Group, Inc.'s interim use of Bank of America, N.A.'s cash collateral. The stipulation authorizes Bright Care Veterinary Group, an affiliate of Bright Care Veterinary Hospital, Inc., to use the lender's cash collateral until July 31 to pay the expenses set forth in its 13-week projection. As protection, the lender will be granted a replacement lien on any property acquired by Bright Care Veterinary Group after the petition date excluding avoidance claims and causes of action under Chapter 5. In addition, Bank of America will receive monthly payments of $31,759.79 for its loans, starting on June 1 as further protection. About Bright Care Veterinary Hospital Bright Care Veterinary Hospital, Inc. and Bright Care Veterinary Group, Inc. filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 25-10900) on April 8, 2025. At the time of the filing, the Debtors reported between $1 million and $10 million in both assets and liabilities. Judge Scott C. Clarkson oversees the cases. The Debtors are represented by: David B. Golubchik, Esq. Levene, Neale, Bender, Yoo & Golubchik L.L.P. Tel: 310-229-1234 Email: dbg@lnbyg.com BROADWAY REALTY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Eighty-two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Broadway Realty I Co., LLC (Lead Case) 25-11050 2 Grand Central Tower 140 East 45th Street, 12th Floor New York, New York 10017 193 Street Realty Co., LLC 25-11051 2 West 120th Realty Co. LLC 25-11052 25/35 Hillside Associates LLC 25-11053 402-412 West 148 LLC 25-11054 Hillside Realty I Co., LLC 25-11055 1171 President LLC 25-11056 509 Realty Co. LLC 25-11057 1280 Realty NY LLC 25-11058 281/295 Wadsworth Associates, LLC 25-11059 241 Sherman LLC 25-11060 607 Rugby LLC 25-11061 West 50th Street Realty Co., LLC 25-11062 1296 Realty LLC 25-11063 58 Elizabeth NY LLC 25-11064 18 Street Realty Co., LLC 25-11065 330 Realty NY LLC 25-11066 207 Realty LLC 25-11067 1362 Ocean LLC 25-11068 63-94 Austin Realty, LLC 25-11069 991 Carroll St LLC 25-11070 3301 Farragut LLC 25-11071 1820 Realty LLC 25-11072 Clinton Property Co., LLC 25-11073 147 Realty Co., LLC 25-11074 34 Seaman Associates, LLC 25-11075 2102 Realty LLC 25-11076 34 Avenue Realty Co., LLC 25-11077 Fieldstone NY LLC 25-11078 681 Ocean LLC 25-11079 1535 Ocean LLC 25-11080 222 Lenox Rd LLC 25-11081 233 Realty NY LLC 25-11082 3410 Kingsbridge LLC 25-11083 Forest Parkway Realty Co., LLC 25-11084 1554 Ocean LLC 25-11085 706 Realty NY LLC 25-11086 225 Parkside LLC 25-11087 Heath Realty LLC 25-11088 40-15 Hampton LLC 25-11089 Audobon Realty LLC 25-11090 1597 Realty LLC 25-11091 Kingston Place Realty Co., LLC 25-11092 2340 Valentine Avenue Realty Co., LLC 25-11093 85 Clarkson LLC 25-11094 405 Realty LLC 25-11095 Park Lane South Realty Co., LLC 25-11096 1601 Realty LLC 25-11097 536 Realty Co. LLC 25-11098 426 East 22 St LLC 25-11099 2400 Realty NY LLC 25-11100 Treger Management LLC 25-11101 85-05 35 Avenue Realty Co., LLC 25-11102 1617 Realty LLC 25-11103 43-60 Baychester, LLC 25-11104 237 Realty NY LLC 25-11105 2513 Newkirk LLC 25-11106 17 Realty LLC 25-11107 45-35 Realty LLC 25-11108 915 Realty LLC 25-11109 176 Clarkson Ave LLC 25-11110 28-30 Argyle LLC 25-11111 Manhattan Realty Co. LLC 25-11112 457 Schenectady LLC 25-11113 916 Carroll St LLC 25-11114 349 Realty NY LLC 25-11115 470 Realty NY LLC 25-11116 292 St. Johns LLC 25-11117 30 Road Realty Co., LLC 25-11118 932 Carroll LLC 25-11119 1023 Realty LLC 25-11120 481 Eastern LLC 25-11121 307 12 St LLC 25-11122 1038 Realty LLC 25-11123 94-06 34th Avenue Realty Co., LLC 25-11124 1042 Realty LLC 25-11125 529 East 22 LLC 25-11126 94-06 34th Road Realty Co., LLC 25-11127 1048 Realty LLC 25-11128 990 Realty NY LLC 25-11129 1060 Realty LLC 25-11130 115 East 21 Realty Co., LLC 25-11131 Business Description: Broadway Realty I Co. LLC and its affiliated debtors operate in the real estate sector. Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Southern District of New York Judge: Hon. David S Jones Debtors' Counsel: Gary T. Holtzer, Esq. Garrett A. Fail, Esq. Matthew P. Goren, Esq. Philip L. DiDonato, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: gary.holtzer@weil.com garrett.fail@weil.com matthew.goren@weil.com philip.didonato@weil.com Debtors' Financial Advisor: FTI CONSULTING, INC. 555 12th Street NW, Suite 700 Washington, D.C., 20004 Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by Joel Wiener 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/HGEOOOY/Broadway_Realty_I_Co_LLC__nysbke-25-11050__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Liftco Elevator Group Trade Debt $367,482 Attn.: Dov Glick P.O. Box 1413 Spring Valley, New York 10977 Phone: (212) 444-9199 Email: dispatch0@liftcoelevator.com 2. Sentry Elevator Corporation Trade Debt $345,220 Attn.: Joel Litchman P.O. Box 320162 Brooklyn, New York 11232 Phone: (718) 704-1644 Email: service@sentryelevator.com 3. Eastern Elevator of New York Trade Debt $322,794 Attn.: Joel Matyas 1236 McDonald Avenue Brooklyn, New York 11230 Phone: (718) 215-5510 Email: aviva@easternelevatorny.com 4. GW Mechanical Corporation Trade Debt $297,332 Attn.: Garry Gurevtich 854 Humboldt Street Brooklyn, New York 11222 Phone: (718) 383-0294 Email: gwmechanical@verizon.net 5. GK Dean Contracting Corporation Trade Debt $196,000 Attn.: Sunny Dean 239-19 88th Avenue Bellerose, New York 11426 Phone: (917) 939-0616 Email: panjabisports@yahoo.com 6. Steinman Piping and Trade Debt $165,782 Heating Corporation Attn.: Sherky Sahiti 3000 Kingsbridge Avenue, Suite 1B Bronx, New York 10463 Phone: (718) 275-1417 Email: steinmanph@yahoo.com 7. National Grid USA Service Utility $138,902 Company, Inc. Attn.: President 2 Hanson Place Brooklyn, New York 11217 Phone: (718) 643-4050 8. Antique Contracting Corporation Trade Debt $129,126 Attn.: Sunny Dean 88-20 Moline Street Queens Village, New York 11427 Phone: (516) 263-4958 Email: anicorp24@yahoo.com 9. Eagle General Construction Trade Debt $121,570 Attn.: Dzafer Mujovic 1684 West 1st Street, Suite A4 Brooklyn, New York 11223 Phone: (646) 403-6125 Email: arbgeneral@aol.com 10. NYC Water Board Utility $102,450 Attn.: Legal Department P.O. Box 11863 Newark, New Jersey 07101-8163 Phone: (718) 595-7000 Email: customerservice@dep.nyc.gov 11. Foster Contracting Inc. Trade Debt $94,700 Attn.: Muhammed Halim 705 Foster Avenue Brooklyn, New York 11230 Phone: (917) 254-5532 Email: mohammed@halim.build 12. Horing Welikson Rosen & Professional $88,205 Digrugilliers, P.C. Services Attn.: Phil Rosen 11 Hillside Avenue Williston Park, New York 11596 Phone: (718) 575-3838 Email: prosen@hwrpc.com 13. G Bauer Service, Inc. Trade Debt $86,357 Attn.: President 1624 Webster Avenue Bronx, New York 10457-8016 Phone: (718) 299-1650 Email: bauer1624@yahoo.com 14. Rapid Contracting, Inc. Trade Debt $82,500 Attn.: Aftab Khan 314 Deer Park Road Dix Hills, New York 11746 Phone: (718) 772-7374 Email: rapidcontractor@aol.com 15. Corner Hardware Trade Debt $80,029 Attn.: President 2266 Nostrand Avenue Brooklyn, New York 11210 Phone: (718) 927-4300 Email: adeutsch@cohdny.com 16. Consolidated Edison Company Utility $79,042 of New York, Inc. Attn.: Legal Department JAF Station P.O. Box 1702 New York, New York 10116-1702 Phone: (800) 752-6633 17. Berger Boiler Corporation Trade Debt $76,545 Attn.: Ada Lora 10013 Foster Avenue Brooklyn, New York 11236 Phone: (718) 282-1448 Email: service@bergerboiler.com 18. PS General Construction Trade Debt $74,400 Corporation Attn.: Galam Sarwar 98 Lily Pond Avenue Staten Island, New York 10305 Phone: (347) 270-6759 Email: psgeneralcorp@gmail.com 19. Exit Mold & Exit Lead Trade Debt $59,879 Attn.: Sam Stern 10 Brower Avenue Woodmere, New York 11598 Phone: (516) 512-7877 Email: info@exitmold.net 20. MBA Supply Company Trade Debt $59,672 Attn.: President 847 E 52nd Street Brooklyn, New York 11203 Phone: (718) 245-0077 CALVIN1 LLC: Gets Interim OK to Use Cash Collateral Until June 9 ---------------------------------------------------------------- Calvin1, LLC got the green light from the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, Detroit, to use cash collateral. The order penned by Judge Mark Randon authorized the Debtor to use cash collateral on an interim basis through June 9 and, in the event of no objections to the interim order, on a final basis through Aug. 11. The Debtor may use up to $43,261.05 in cash collateral to pay its expenses during the interim period. As protection for the use of their cash collateral, Happy's Pizza Corporate and the U.S. Small Business Administration will be granted replacement liens on assets acquired by the Debtor after the petition date that are similar to the secured creditors' pre-bankruptcy collateral. In addition, SBA will receive $546 per month for the loans it made to the Debtor in the form of Economic Impact Disaster Loans and $5,453 per month commencing after July 27, which may be paid by insiders of the Debtor. Meanwhile, Happy's Pizza will continue to receive a monthly payment of $1,500 for the franchise fees and for all other requirements of its franchise agreement with the Debtor. The Debtor is a franchisee of Happy's Pizza operating a single location in Dayton, Ohio. Previously operating multiple locations, the Debtor has downsized and now maintains only one store, which is currently profitable. Its financial challenges stem from a pending litigation obligation in Ohio, not from general operational insolvency. The Debtor argued that liquidation would destroy business value and that it can meet its obligations through structured payments rather than a lump-sum payout. The restructuring plan includes continued operations, maintaining relationships with secured creditors, and paying off a relatively small amount of unsecured debt over time. The Debtor owes approximately $1.1 million, primarily to SBA under Economic Injury Disaster Loans, and has also granted Happy's Pizza a second-position lien on its assets. Both entities have valid, recorded all-asset liens. The Debtor's assets are valued at about $62,000, and the business has weekly payroll and critical vendor expenses but no other secured creditors with interests in its cash. A final hearing is scheduled on June 9. About Calvin1 LLC Calvin1, LLC is a franchisee of Happy's Pizza operating a single location in Dayton, Ohio. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-44852-mar) on May 12, 2025. In the petition signed by Waleed Fadheel, authorized member, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Mark A. Randon oversees the case. Alexander J. Berry-Santoro, Esq., at Maxwell Dunn PLC, represents the Debtor as legal counsel. CAMPBELL FAMILY: Unsecureds Will Get 100% of Claims over 5 Years ---------------------------------------------------------------- Campbell Family Enterprises, Inc. ("CFE"), filed with the U.S. Bankruptcy Court for the Northern District of Mississippi a Plan of Reorganization dated May 5, 2025. CFE is owned solely by Phillip Campbell. Historically, the Debtor conducted an agricultural trucking business, hauling grain to and from mills and storage facilities. Like many enterprises, the Debtor began to suffer financial distress during the COVID-19 pandemic. Due to an inadvertent error by the Debtor's CPA, the Debtor's tax filings were incomplete, rendering it ineligible for pandemic-era government relief programs upon which similarly situated businesses relied. In the months following the commencement of this bankruptcy case, the Debtor has diversified its services to reduce dependency on agricultural contracts; although those hauling engagements remain available, they will no longer constitute the Debtor's primary business focus. While freight rates have recently begun to recover, uncertainty persists due to ongoing tariff policies. Despite operating at a net loss in prior fiscal years, the Debtor's financial performance has improved markedly in recent months. The Debtor anticipates generating sufficient net income to service its secured indebtedness and to repay all allowed unsecured claims in full under a five-year plan. Class 9 consists of General Unsecured Claims. Allowed General Unsecured Claims shall receive one hundred percent of their allowed claim amount, payable in five equal annual installments without interest. The first installment shall be due no later than one year after the Effective Date, with each subsequent installment due on the annual anniversary of the Effective Date until the claims are paid in full. Class 10 consists of Equity Interests. Phillip Campbell shall maintain his equity interest in the Debtor. The debtor will pay its obligations under this plan from its future income. Debtor will make distributions under the Plan. A full-text copy of the Plan of Reorganization dated May 5, 2025 is available at https://urlcurt.com/u?l=GtGYGZ from PacerMonitor.com at no charge. Counsel to the Debtor: Thomas Carl Rollins, Jr., Esq. The Rollins Law Firm, PLLC P.O. Box 13767 Jackson, MS 39236 Telephone: (601) 500-5533 Email: tc@therollinsfirm.com About Campbell Family Enterprises Campbell Family Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 25-10364-SDM) on February 4, 2025. In the petition signed by Phillip Campbell, member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Selene D. Maddox oversees the case. Thomas C. Rollins, Jr., Esq., at The Rollins Law Firm, PLLC, represents the Debtor as legal counsel. CANYON CREEK: Hires EquiReal Appraisal Services as Appraiser ------------------------------------------------------------ Canyon Creek Villas, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ EquiReal Appraisal Services as appraiser. The firm will appraise the Debtor's partially developed real estate project at the far west end of Boulder near the entrance to Boulder Canyon. The firm will be paid $5,500, with half or $2,750 due upon engagement and the other half due upon delivery of the appraisal report. 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: Gregory M. Owen EquiReal Appraisal Services 1816 Abilene Court Elizabeth, CO 80107 Tel: (303) 646-1000 Email: gregowen@equireal.com About Canyon Creek Villas, LLC Canyon Creek Villas LLC is a Colorado-based single asset real estate company that owns and manages condominium units in Boulder. Canyon Creek Villas LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 25-11683) on March 28, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Kimberley H. Tyson handles the case. The Debtor is represented by Jeffrey A. Weinman, Esq. at ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. CANYON CREEK: Hires Lyons Gaddis P.C. as Special Counsel -------------------------------------------------------- Canyon Creek Villas, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Lyons Gaddis P.C. as special counsel. The Debtor needs the firm's legal assistance in relation with the mechanics lien claims, and advising the Debtor as to its rights and responsibilities, as well as all contested and litigation matters that may arise relate thereto in state or federal court. The firm will be paid at these rates: Jeffrey S. Rose $465 per hour Sean M. Stewart $395 per hour Other Attorneys $225 to $385 per hour Paralegals $100 to $190 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Rose 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: Jeffrey S. Rose Lyons Gaddis P.C. 515 Kimbark St. Suite 200 Longmont, CO 80501 Tel: (303) 776-9900 Fax: (303) 776-9100 About Canyon Creek Villas, LLC Canyon Creek Villas LLC is a Colorado-based single asset real estate company that owns and manages condominium units in Boulder. Canyon Creek Villas LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 25-11683) on March 28, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Kimberley H. Tyson handles the case. The Debtor is represented by Jeffrey A. Weinman, Esq. at ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. CASCADES INC: S&P Alters Outlook to Negative, Affirms 'BB-' LT ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Cascades Inc. to negative from stable and affirmed all its ratings on the company, including the 'BB-' long-term issuer credit rating. The negative outlook reflects Cascades' elevated S&P Global Ratings-adjusted debt to EBITDA of well above 4x, which S&P considers high for the rating, particularly given the weaker macroeconomic backdrop, the sensitivity of the company's earnings to commodity price fluctuations, and its significant debt maturities over the next three years. S&P said, "The negative outlook primarily reflects that Cascades' leverage has been trending high for the rating, which we believe could lead to a slower-than-anticipated pace of deleveraging if it faces macroeconomic headwinds over the next couple of years. The company's S&P Global Ratings-adjusted debt to EBITDA increased to 4.8x in 2024 (about a turn higher than in 2023) due--in large part--to higher raw material costs, particularly for old corrugated containerboard (OCC) and pulp, which weakened the earnings and profitability of its containerboard segment. In addition, Cascades' lower free operating cash flow (FOCF) generation, as well as unfavorable currency translation headwinds, contributed to its higher-than-forecast S&P Global Ratings-adjusted debt. Nonetheless, we expect the company will materially improve its credit measures over the next few years, including by reducing its S&P Global Ratings-adjusted debt to EBITDA to about 4x this year and to the mid-3x area in 2026, on increased profitability and volumes in its containerboard segment, combined with higher FOCF generation and proceeds from asset disposals, which we expect will facilitate its debt repayment. That said, we note that a weaker macroeconomic backdrop, given our view that Cascades' credit measures are sensitive to changes in demand and raw material costs, has increased the probability of a downgrade over the next 12 months. In our view, the company's profitability has trended weaker in recent years while it has experienced a higher degree of earnings volatility than its similarly rated peers, which we believe stems from the sensitivity of its credit metrics to volatile input costs, including for OCC, as well as the recent shifts in containerboard prices. "We assume Cascades will increase its earnings and FOCF as it improves the profitability of its containerboard segment and reduces its capital expenditure (capex). We expect higher containerboard prices and increasing volumes will improve the revenue and margins of the company's containerboard segment over the next couple of years. This, combined with the steady profitability of its tissue segment (albeit modestly lower compared to 2024), will likely contribute to the expected improvement in Cascades' earnings and operating cash flows. We assume the company will expand its consolidated S&P Global Ratings-adjusted EBITDA to about $535 million in 2025 (up about 15% from 2024) and by the low- to mid-single digit percent range annually over the following years, with consolidated S&P Global Ratings-adjusted EBITDA margins of 10%-12%. We assume the improvement in Cascades' EBITDA, along with its lower capex following the construction of Bear Island, will enable it to generate increased FOCF, which we assume it will use primarily to repay debt. Our assumption that the company will focus on debt reduction stems from management's financial policies and net debt to EBITDA target of 2.5x-3.0x (compared with 4.2x as of the end of 2024 per the company's calculation). "Cascades faces significant debt maturities over the next three years, which--in our view--increases its credit risk. As of March 31, 2025, the majority of the company's debt was set to mature in the next three years, including its US$206 million unsecured notes due January 2026, the US$25 million draw on its delayed draw term loan due December 2026, its US$260 million term loan A due January 2027, the about C$542 million drawn on its C$750 million asset-based lending (ABL) facility due July 2027, and its US$445 million unsecured notes due January 2028. We assume Cascades will manage its debt maturity profile through refinancings and extensions, though its failure to do so in a timely matter could lead to increased refinancing risk and greater downward pressure on our ratings. "The negative outlook reflects Cascades' elevated S&P Global Ratings-adjusted debt to EBITDA of well above 4x, which we consider high for the rating, particularly given the weaker macroeconomic backdrop, the sensitivity of the company's earnings to commodity price fluctuations, and its significant debt maturities over the next three years. "We could lower our rating on Cascades over the next 12 months if we expect it will sustain S&P Global Ratings-adjusted debt to EBITDA of well above 4x. This could occur if the company's profitability is weaker than anticipated, potentially due to higher input costs or weaker demand for its products. We could also lower our rating if management fails to make material progress toward extending its debt maturity profile. "We could revise our outlook on Cascades to stable in the next 12 months if its credit measures trend in line with or exceed our expectations, including S&P Global Ratings-adjusted debt to EBITDA of 4x below 4x. Under this scenario, we assume the company would have likely reduced its debt outstanding while improving its S&P Global Ratings-adjusted EBITDA margins and FOCF generation." CBDMD INC: Completes 1-for-8 Reverse Split, Stock Conversion ------------------------------------------------------------ cbdMD, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company filed an Articles of Amendment to its Certificate of Designation of Rights and Preferences 8.0% Series A Cumulative Convertible Preferred Stock with the Secretary of State of the State of North Carolina effective 4:01 p.m. Eastern Time on May 6, 2025. Pursuant to the Automatic Preferred Conversion Articles of Amendment, each outstanding share of the Company's 8% Series A Cumulative Convertible Preferred Stock automatically, without any action on the part of the Preferred Stock holder, converts into 13 shares of the Company's Common Stock. The Automatic Conversion of the 5,000,000 issued and outstanding shares of Preferred Stock, inclusive of all accumulated and unpaid dividends, into 65,000,000 shares of Common Stock is effective on the Mandatory Exchange Date or May 6, 2025. The Company's shareholders approved the Automatic Preferred Conversion Articles of Amendment on April 10, 2025, at the Company's annual meeting of shareholders. Dividends on converted shares of Preferred Stock ceased to accrue on the Mandatory Exchange Date and the Preferred Stock ceased trading on the NYSE American LLC, on the Mandatory Exchange Date. In addition, effective May 6, 2025 and immediately following the Mandatory Exchange Date, the Company filed an Articles of Amendment to the Company's Articles of Incorporation, as amended, which effected, at 4:02 p.m. Eastern Time on May 6, 2025, a one-for-8 reverse stock split of the Company's issued and outstanding shares of Common Stock. At the Company's annual meeting of shareholders held on April 10, 2025, the shareholders of the Company approved the Reverse Stock Split. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 12482W 409. The Common Stock began trading on the NYSE American on a Reverse Stock Split-adjusted basis when market opened on May 7, 2025. As a result of the Reverse Stock Split, every eight shares of Common Stock issued and outstanding (including the shares of Common Stock issued pursuant to the Automatic Conversion) were converted into one share of Common Stock. The Reverse Stock Split affected all shareholders uniformly and did not alter any shareholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would have result in some shareholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split. Shareholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive one whole share. The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options and warrants, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities. About cbdMD, Inc. Headquartered in Charlotte, NC, cbdMD, Inc. -- www.cbdmd.com -- owns and operates the nationally recognized CBD (cannabidiol) brands cbdMD, Paw CBD, and cbdMD Botanicals. Its mission is to enhance its customers' overall quality of life while bringing CBD education, awareness, and accessibility of high-quality and effective products to all. The Company sources cannabinoids, including CBD, which are extracted from non-GMO hemp grown on farms in the United States. Charlotte, North Carolina-based Cherry Bekaert LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Dec. 18, 2024, citing that the Company has historically incurred losses, including a net loss of approximately $3.7 million in the current year, resulting in an accumulated deficit of approximately $182 million as of September 30, 2024. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2024, cbdMD had $11,542,977 in total assets, $9,761,386 in total liabilities, and $1,781,591 in total shareholders' equity. CBDMD INC: Director Jeffrey Porter Holds 6.4% Equity Stake ---------------------------------------------------------- Jeffrey Porter disclosed in a Schedule 13D filed with the U.S. Securities and Exchange Commission that as of May 6, 2025, he beneficially owned 573,530 shares of cbdMD, Inc.'s common stock. These shares were acquired through the automatic conversion of the Company's 8% Series A Cumulative Convertible Preferred Stock and are held through various entities he controls, including Porter Partners L.P., Ben Joseph Partners, Jeff Porter IRA-Beneficiary, and a trust. The common stock holdings represent approximately 6.4% of the 8,908,406 outstanding shares of common stock as of May 7, 2025. Mr. Porter may be reached at: 2101 Westinghouse Blvd., Suite A Charlotte, NC 28273 Tel: 704-445-3060 A full-text copy of Mr. Porter's SEC report is available at: https://tinyurl.com/53w9mnnu About cbdMD, Inc. Headquartered in Charlotte, NC, cbdMD, Inc. -- www.cbdmd.com -- owns and operates the nationally recognized CBD (cannabidiol) brands cbdMD, Paw CBD, and cbdMD Botanicals. Its mission is to enhance its customers' overall quality of life while bringing CBD education, awareness, and accessibility of high-quality and effective products to all. The Company sources cannabinoids, including CBD, which are extracted from non-GMO hemp grown on farms in the United States. Charlotte, North Carolina-based Cherry Bekaert LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Dec. 18, 2024, citing that the Company has historically incurred losses, including a net loss of approximately $3.7 million in the current year, resulting in an accumulated deficit of approximately $182 million as of September 30, 2024. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CELSIUS NETWORK: Ionic Ordered to Reopen Board Seats Nomination --------------------------------------------------------------- Jennifer Kay of Bloomberg Law reports that on May 21, 2025, a Delaware judge delivered a mixed ruling in a dispute over board elections at Ionic Digital Inc., a spinoff of the bankrupt Celsius Network. According to a 52-page opinion from the Delaware Chancery Court, Ionic's directors violated their fiduciary duties by removing a board seat—not for a legitimate business reason, but as an unfair defensive move. However, Vice Chancellor Bonnie W. David upheld the board's decision to reject two shareholder-nominated director candidates, citing adherence to the company's advance notice bylaw, the report states. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. * * * On November 9, 2023, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Modified Joint Chapter 11 Plan of Celsius Network LLC and Its Debtor Affiliates. The Effective Date of the Plan occurred January 31, 2024. CHANDON LTD: Gets Interim OK to Use Cash Collateral Until June 11 ----------------------------------------------------------------- Chandon Ltd. got the green light from the U.S. Bankruptcy Court for the District of Arizona to use cash collateral. At the hearing held on May 13, the court granted the Debtor's motion to use cash collateral on an interim basis until June 11 and set a final hearing on the motion for June 10. The Debtor needs to use cash collateral to meet critical obligations such as payroll, utilities, and vendor payments. The available cash collateral includes approximately $12,600 in bank deposits and $4,500 in retail and professional products. First Home Bank is the only creditor with a secured interest in this collateral, backed by a UCC financing statement and business assets valued at $14,535. The bank's total claim is around $53,235. Other creditors, including the U.S. Small Business Administration ($185,000), Kapitus LLC ($126,000), and Pawnee Leasing ($20,354), have filed financing statements but do not currently hold secured claims in the cash collateral. About Chandon Ltd. Chandon Ltd. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-04091) on May 7, 2025, listing up to $50,000 in assets and up to $1 million in liabilities. Chandra Chriswisser, president of Chandon Ltd., signed the petition. Judge Madeleine C. Wanslee oversees the case. Ronald J. Ellett, Esq., at Ellett Law Offices P.C., represents the Debtor as bankruptcy counsel. CHARTER COMMUNICATIONS: Fitch Puts BB+ Unsec. Rating on Watch Pos. ------------------------------------------------------------------ Fitch Ratings has placed the 'BB+' Long-Term Issuer Default Ratings (IDRs) of Charter Communications, Inc., Charter Communications Operating, LLC, CCO Holdings, LLC, Time Warner Cable, LLC, and Time Warner Cable Enterprises LLC, the 'BBB-' with a Recovery Rating of 'RR1' senior secured debt ratings, and the 'BB+'/'RR4' senior unsecured debt ratings on Rating Watch Positive (RWP). The RWP reflects the anticipated change in structure and leverage upon its acquisition of Cox Communications, Inc. (BBB+/Stable Rating Outlook). Based on the proposed combined capital structure, Charter will materially enhance its operational scale while lowering its total leverage. Charter has announced a substantial reduction in its target leverage range from 4.0x-4.5x to a new range of 3.5x-4.0x, which is expected to be reached within two to three years of the deal closing. The transaction is expected to close in 2026, taking over six months. Fitch will resolve the Rating Watch at that time. Key Rating Drivers Cox Improves Charter's Leading Position: The addition of Cox expands Charter's scale benefits as the largest U.S. multichannel video programming distributor (MVPD), with a combined pro forma 37.6 million total customer relationships, surpassing the domestic customer count of Comcast Corp. (A-/Stable). This addition increases Charter's size as the largest U.S. linear video distribution provider with a combined pro forma 14.4 million subscribers. Charter's operating strategies have resulted in relatively lower customer losses compared to the overall industry for several years. Lower Leverage Range Enhances Credit: The acquisition of Cox includes $11.9 billion of equity consideration and, when adjusted for anticipated synergies, is expected to result in a net reduction to current leverage levels. Furthermore, given the substantial amount of total pro forma debt, approximately $111 billion on the combined entity, management has reduced its long-held target leverage range to 3.5x-4.0x from 4.0x-4.5x, which is expected to be realized within two to three years after the deal is completed. Operating, Capex Synergies Drive FCF: Management has guided to approximately $500 million in operating cost synergies, which should drive an increase in the growth trajectory of EBITDA within several years post-closing. This expected EBITDA growth, coupled with lower overall capex as Charter's current expansion and network evolution initiatives are expected to be largely completed by 2027, should accelerate pro forma free cash flow growth thereafter. Wireless Acceleration: Cox's mobile offering is still in its early stages, while Charter's mobile offering has enjoyed significant success, growing to more than 10 million lines. Fitch believes the ability for Charter management to accelerate their mobile offering across Cox's footprint will likely accelerate growth and reduce churn in the coming quarters. Charter Product Packaging Benefits: In September 2024, Charter launched Life Unlimited, an industry commitment to offer reliable connectivity, same-day on-site technical service, transparent pricing and service updates, and product refunds for inadequate service and support. Life Unlimited offers two products: (i) a two-year price lock for internet and mobile or internet and video services (two lines of mobile required) and (ii) a three-year price lock for internet and mobile and video services. Expanding this customer initiative throughout the Cox footprint is expected to reduce churn and increase the number of new broadband subscribers. Expansion of Leadership in Video: Charter leads the industry with innovative new carriage agreements with major programmers like The Walt Disney Company (A-/Stable) and Warner Bros. Discovery, Inc. (BBB-/Stable), offering video subscribers access to ad-supported direct-to-consumer (DTC) platforms at no extra cost. These agreements add up to approximately $80 in value for customers. Expanding these carriage arrangements across the Cox footprint should help stabilize its video segment. Peer Analysis Charter is well positioned in the MVPD space given its size and geographic diversity. It is the largest U.S. cable MVPD with 31.4 million total customer relationships and the largest U.S. linear video content distributor with 12.7 million customers. Comcast Corp. is rated higher than Charter, primarily due to its lower target leverage and actual total leverage as well as its significantly greater revenue, coverage area and segment diversification. DIRECTV Entertainment Holdings LLC (BB/Stable) may lack Charter's segment diversification, scale, growth prospects and FCF levels, but has lower leverage and greater geographic diversification. DIRECTV also received a one-notch uplift from AT&T Corp.'s 70% economic ownership after its spin-off. Charter plans to continue issuing debt under additional debt capacity from EBITDA, maintaining a target leverage range of 4.0x-4.5x, with company guidance to a tighter range of 4.0x-4.25x until the close of the Cox transaction. Fitch expects proceeds from prospective debt issuance under this additional debt capacity to be used for shareholder returns, along with internal investment and accretive acquisitions. No country ceiling or parent/subsidiary aspects affect the rating. Key Assumptions - Revenue over the rating period is expected to be relatively flat as wireless growth offsets near-term broadband pressures and continued declines in the video and voice segments. Expect broadband to begin adding subscribers in 2025 after the Affordable Connectivity Program (ACP) roll-off; - EBITDA growth slows but margins improve slightly, driven by wireless platform improvement; - Capex will remain elevated in 2025 but begin to decline meaningfully beginning in 2026 due to completion of the Rural Digital Opportunity Fund (RDOF) line extensions in 2026, two years ahead of schedule, and the expectation of major network evolution spending to be completed by 2027; - FCF is expected to more than double from approximately $4.3 billion in 2024 to nearly $10 billion in 2028. Annual FCF generation is expected to more than cover annual debt maturities during the rating period. The company is expected to continue using the bulk of its FCF generation for share repurchase activity; - Charter is expected to remain opportunistic in the capital markets to refinance near-term maturities, with potential additional issuance to fund shareholder returns using debt capacity created by EBITDA growth. Recovery Analysis Charter's instrument ratings and Recovery Ratings (RRs) are assigned in accordance with Fitch's "Corporates Recovery Ratings and Instrument Ratings Criteria." Under its generic approach for rating instruments of companies in the 'BB' rating category, Fitch notches instruments against the IDR and assigns RRs according to generic recovery assumptions derived from historical performance data based on security and relative priority. For 'BB' category U.S. issuers with no major features that may limit recovery, Fitch notches first-lien debt up to two notches from the IDR, with a cap of 'BBB-', due to the significant recovery percentages associated with an 'RR1'. Charter's senior secured issuance is assigned a 'BBB-' with a Recovery Rating of 'RR1' and benefits from a one-notch uplift from the IDR, given its first-priority security position and the 'BBB-' cap. If Charter's IDR were upgraded to 'BBB-', the senior secured debt could be upgraded to 'BBB' depending on Fitch's view of collateral quality, and the unsecured debt could be upgraded to 'BBB-', depending on the level of contractual or structural subordination. If Charter's IDR were downgraded to 'BB', the senior secured debt is likely to remain 'BBB-', assuming there are no material changes to the security package or increases in the senior secured debt or other considerations Fitch considers when deciding between RR1 and RR2 for first lien debt of 'BB' category issuers. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weakening of its competitive position, as measured by accelerated broadband subscriber losses; - (CFO-capex)/debt not approaching 5.0% as the company's planned capex is completed; - EBITDA leverage sustained over 5.0x, possibly related to a more aggressive financial policy. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A strengthening operating profile as the company captures sustainable revenue and cash flow growth, and the reduction and maintenance of total leverage below 4.0x; - (CFO-capex)/debt exceeding 10% on a sustained basis. Liquidity and Debt Structure Fitch regards Charter's liquidity position and overall financial flexibility as satisfactory and believes it will improve in line with continued FCF growth. The company's liquidity position as of March 31, 2025, included approximately $796 million in cash and $6.4 billion available under its two revolvers: $960 million maturing in August 2027 and $5.5 billion maturing in March 2030 after accounting for the drawn amount and letters of credit. Charter's maturities through 2028 are manageable, with $2.1 billion due in 2025, $2.2 billion in 2026, $3.6 billion in 2027, and $5.4 billion in 2028, inclusive of required term loan amortization. Fitch expects the company to refinance a significant portion of these upcoming maturities in line with its historical actions. However, Fitch estimates that Charter could choose to pay off all these maturities with expected internal free cash flow generation if necessary. Issuer Profile Charter is the largest U.S. cable MVPD and the second-largest broadband connectivity company in the U.S. As of year-end 2024, Charter had LTM revenue of approximately $55.1 billion and EBITDA of $22.6 billion. 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 ----------- ------ -------- ----- CCO Holdings, LLC LT IDR BB+ Rating Watch On BB+ senior unsecured LT BB+ Rating Watch On RR4 BB+ Charter Communications Operating, LLC LT IDR BB+ Rating Watch On BB+ senior secured LT BBB- Rating Watch On RR1 BBB- Time Warner Cable Enterprises LLC LT IDR BB+ Rating Watch On BB+ senior secured LT BBB- Rating Watch On RR1 BBB- Time Warner Cable, LLC LT IDR BB+ Rating Watch On BB+ senior secured LT BBB- Rating Watch On RR1 BBB- Charter Communications, Inc. LT IDR BB+ Rating Watch On BB+ CHG US HOLDINGS: Gets Court Okay to Tap $1.75MM DIP Funding ----------------------------------------------------------- Emily Lever of Law360 reports that a Delaware bankruptcy judge Wednesday, May 21, 2025, agreed to approve bankrupt vegan restaurant chain Planta's bid to access $1.75 million of its $3. 5 million debtor-in-possession financing package, saying it needs funding to continue its efforts toward a sale. About CHG US Holdings LLC CHG US Holdings LLC, operating as PLANTA GROUP, operates a chain of plant-based restaurants with 18 locations across major U.S. cities. The company's restaurants are located in Miami Beach, Brooklyn, SOHO, Nomad, Washington DC, Atlanta, Denver, Los Angeles, West Palm Beach, Chicago, and other metropolitan areas. These restaurants likely offer exclusively plant-based cuisine based on the PLANTA brand name and food vendor creditors listed in the filing. CHG US Holdings LLC and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10851) on May 12, 2025. In its petition, the Debtor reports assets between $50,000 and $100,000, and liabilities ranging from $10 million to $50 million. Honorable Bankruptcy Judge Mary F. Walrath handles the case. The Debtor is represented by Joseph C. Barsalona II, Esq. and Michael J. Custer, Esq. at Pashman Stein Walder Hayden. CHICAGO SMILES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Chicago Smiles LLC 227 W Monroe Street Suite 205 Chicago, IL 60606 Case No.: 25-07740 Business Description: Chicago Smiles provides a range of dental services, including cosmetic, implant, and restorative dentistry. The practice offers treatments such as teeth whitening, veneers, crowns and bridges, dental implants, Invisalign, root canal therapy, and dentures. Located in Chicago, the clinic supports new patients with education on oral health, pain management, and various dental care options. Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Northern District of Illinois Judge: Hon. Donald R Cassling Debtor's Counsel: William Factor, Esq. THE LAW OFFICE OF WILLIAM J. FACTOR, LTD. 105 W. Madison St., Suite 2300 Chicago, IL 60602 Email: wfactor@wfactorlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Santucci as manager. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/ZYRHHPA/Chicago_Smiles_LLC__ilnbke-25-07740__0001.0.pdf?mcid=tGE4TAMA CLAROS MORTGAGE: Sale of $145.6M Loan Lifts Liquidity to $260M -------------------------------------------------------------- Claros Mortgage Trust, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it executed a loan sale of an unencumbered for sale condo loan previously on the Company's watchlist and classified as held-for-sale and on non-accrual status as of March 31, 2025. The loan sale resulted in net proceeds to the Company in-line with the loan's carrying value of $145.6 million as of March 31, 2025. Further, this loan sale increases 2025 year-to-date loan realizations to approximately $750 million from $607 million, as previously disclosed in the Company's Form 8-K filed on May 7, 2025, and results in an increase in the Company's total liquidity to approximately $260 million from $115 million, as previously disclosed in the Company's Form 8-K filed on May 7, 2025. About Claros Mortgage Trust Inc. CMTG -- https://www.clarosmortgage.com/ -- is a real estate investment trust that is focused primarily on originating senior and subordinate loans on transitional commercial real estate assets located in major markets across the U.S. CMTG is externally managed and advised by Claros REIT Management LP, an affiliate of Mack Real Estate Credit Strategies, L.P. * * * In Feb. 2025, S&P Global Ratings lowered its issuer credit rating on Claros Mortgage Trust Inc. (CMTG) to 'CCC+' from 'B-'. The outlook is negative. S&P also lowered its issuer credit rating on CMTG's senior secured debt to 'CCC+' from 'B-'. The downgrade follows the company's increased liquidity pressures and its ongoing asset sales to raise liquidity. CMTG's total available liquidity further declined to $98 million as of Feb. 17, 2024, from $102 million at year-end 2024 and $238 million as of year-end 2023. Additionally, the company modified its minimum cash liquidity covenant related to its secured funding to 3% of total recourse indebtedness (from 5% of total recourse indebtedness) for the first two quarters of 2025. CLEAN ENERGY: Nasdaq Extends Bid Price Compliance Period to Nov. 3 ------------------------------------------------------------------ Clean Energy Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC, granting the Company an additional 180-day period, or until November 3, 2025, to regain compliance with Nasdaq's minimum $1.00 bid price per share requirement. If at any time during this additional time period the closing bid price of the Company's common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance, and this matter will be closed. If the Company does not regain compliance by November 3, 2025, Nasdaq will provide written notification that the Company's securities will be delisted. If the Company's common stock ultimately were to be delisted for any reason, it could negatively impact the Company by: (i) reducing the liquidity and market price of the Company's common stock; (ii) reducing the number of investors willing to hold or acquire the Company's common stock, which could negatively impact the Company's ability to raise equity financing; (iii) limiting the Company's ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company's ability to provide equity incentives to its employees. About Clean Energy Headquartered in Irvine, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- develops renewable energy products and solutions and establishes partnerships in renewable energy that make environmental and economic sense. The Company's mission is to be a segment leader in the Zero Emission Revolution by offering eco-friendly energy solutions, clean energy fuels, and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. The Company targets sustainable energy solutions that are profitable for it, profitable for its customers, and represent the future of global energy production. Diamond Bar, California-based TAAD, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 14, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has an accumulated deficit and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2024, the Company had $9,505,480 in total assets, $6,566,978 in total liabilities, and total stockholders' equity of $2,938,502. CLEAN ENERGY: Raises $4.4 Million Through Subscription Agreement ---------------------------------------------------------------- Clean Energy Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a Subscription Agreement with various investors who are signatories thereto, pursuant to which the investors acquired in the aggregate 10,731,707 shares of the Company's common stock, at a price of $0.41 per share for aggregate gross proceeds of $4,400,000. The Company sold the Shares pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the Purchasers were accredited, and the sale did not involve a public offering of securities or any general solicitation. As a result of the sale of the Shares by the Company to the Purchasers, as of May 7, 2025, the Company meets Nasdaq's initial listing criteria of having over $5,000,000 in stockholders' equity. A copy of the Purchase Agreement is available at https://tinyurl.com/ywwts4yy About Clean Energy Headquartered in Irvine, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- develops renewable energy products and solutions and establishes partnerships in renewable energy that make environmental and economic sense. The Company's mission is to be a segment leader in the Zero Emission Revolution by offering eco-friendly energy solutions, clean energy fuels, and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. The Company targets sustainable energy solutions that are profitable for it, profitable for its customers, and represent the future of global energy production. Diamond Bar, California-based TAAD, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 14, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has an accumulated deficit and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2024, the Company had $9,505,480 in total assets, $6,566,978 in total liabilities, and total stockholders' equity of $2,938,502. CONSOLIDATED APPAREL: Hires Kelley Kaplan as General Counsel ------------------------------------------------------------ Consolidated Apparel, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kelley Kaplan & Eller, PLLC as general counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties; (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 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 $525 per hour Paralegals $155 per hour In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $22,500 from the Debtor. Craig Kelley, Esq., an attorney at Kelley Kaplan & Eller, 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 I. Kelley, Esq. Kelley Kaplan & Eller, PLLC 1665 Palm Beach Lakes Blvd., Suite 1000 West Palm Beach, FL 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 Email: bankruptcy@kelleylawoffice.com About Consolidated Apparel, Inc. Consolidated Apparel Inc., operating as Native Outfitters and MTO Wear, Consolidated Apparel, Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-14604) on April 25, 2025. In its petition, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. Honorable Bankruptcy Judge Mindy A. Mora handles the case. The Debtor is represented by Craig I. Kelley, Esq. COREWEAVE INC: Fitch Assigns 'BB-' LongTerm IDR, Outlook Positive ----------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'BB-' to CoreWeave, Inc. The Rating Outlook is Positive. Fitch has also assigned a rating of 'BB-' to CoreWeave's proposed new $1.5 billion senior unsecured notes, with a Recovery Rating of 'RR4'. The 'BB-' rating and Positive Outlook reflect CoreWeave's robust business model, highlighted by its stable, recurring revenue streams. The company's execution risk over the near-to-medium-term is limited, underpinned by unit-level economics where capital expenditure is incurred only after contracts are signed. CoreWeave's cash flow profile benefits from strong visibility, despite the high upfront capital expenditure, reinforcing its financial stability. Although leverage is high, it is supported by strong EBITDA growth potential with high visibility over the next few years, demonstrating a clear deleveraging path. CoreWeave faces manageable refinancing risk, bolstered by satisfactory liquidity, which ensures the company can meet its short- to medium-term obligations. Key Rating Drivers Elevated but Improving Credit Metrics: As of December 2024, CoreWeave's gross EBITDA leverage, excluding leases, was 6.6x, with lease-adjusted gross leverage at 6.7x. In FY2025, Fitch expects gross EBITDA leverage to approach 5x, with lease-adjusted leverage around 5.7x (including the impact from not-yet-commenced leases). In subsequent years gross EBITDA leverage could range between 2.0x-2.5x and lease-adjusted leverage between 3.0-3.5x. Deleveraging is likely as EBITDA grows faster than new debt issuance needs, supported by a growth strategy requiring significant upfront capex. Fitch projects capital intensity will peak in 2025 due to major recent contract wins, with cash flow benefits materializing over the medium term. High Customer Concentration: In 2024, Microsoft represented 62% of CoreWeave's revenue, with the top two customers combined accounting for 77%. While the addition of a new OpenAI contract introduces some diversification, revenue remains highly concentrated, underscoring potential risks associated with heavy reliance on a limited number of key clients. Expanding its customer base could help mitigate these risks over time. Robust Revenue and Cash Flow Visibility: CoreWeave had $14.7 billion in remaining performance obligations (RPO) as of March 31, 2025. Its $25.9 billion total pro forma revenue backlog includes $11.2 billion from a new committed contract not yet recognized under GAAP. Management anticipates recognizing 58% of RPO within 24 months, 40% during months 25-48, and the rest during months 49-72. Committed contracts account for over 95% of revenue, featuring take-or-pay provisions that ensure payment regardless of utilization. This results in predictable cash flows and enhances resilience in varying economic conditions, although longer-term visibility is less certain. Longer-Term Visibility Less Clear: While management expects 96% of RPO to be recognized over the next four years, clarity diminishes thereafter, as CoreWeave will be reliant on contract renewals or replacements to maintain revenue growth. Customer concentration poses risks, including potential in-sourcing by hyperscalers, compounded by the company's relatively short operating history. Additionally, the rapid evolution and nascent nature of AI technology contribute to the uncertainty of CoreWeave's sustainability over the longer term, as the company must continuously adapt to fast-changing technological advancements and market demands. Potential Lease Term Mismatch Risk: CoreWeave faces a potential risk due to the mismatch between the terms of its leases with data center suppliers and the contracts with its customers. While its leases typically span 3-15 years, its customer contracts generally have shorter durations of 3-5 years. This disparity creates challenges in aligning long-term obligations with shorter-term revenue streams, exposing CoreWeave to the risk of meeting lease commitments without guaranteed customer income. The company typically manages this risk by building enough of a buffer into their contract terms to mitigate the impact of contract length mismatches. Strategic Differentiation and Market Leadership: CoreWeave's first-mover advantage, partnership with Nvidia, and top-tier performance metrics bolster its position against both hyperscalers and smaller AI-focused cloud provider competitors. Its AI specialization also helps it compete specifically against hyperscaler competitors. Managed software and application services built into its technology stack further differentiate its offerings. However, the competitive landscape poses a significant risk over time, as companies rapidly invest in their own infrastructure, potentially challenging CoreWeave's market position and requiring ongoing innovation to maintain its leadership. AI Demand Supports Growth: CoreWeave is strategically positioned to benefit from rising demand for AI and machine learning applications. According to various industry sources, global data center workload dedicated to AI will represent approximately 44 GW in 2025 and grow to over 150 GW by 2030. This demand is propelled by advancements in AI algorithms and data proliferation, bolstering the need for CoreWeave's GPU infrastructure. As industries pursue AI-driven efficiency, CoreWeave's offerings align well with their needs, supporting strong performance potential and enabling it to capture a significant share of this expanding market. Peer Analysis CoreWeave operates within the digital infrastructure sector. Its peers include Equinix, Inc. (BBB+/Stable), Digital Realty Trust, Inc. (BBB/Stable), Iridium Communications, Inc. (BB/Stable) and Viasat, Inc. (B/Stable). CoreWeave specializes in GPU-based cloud services supported by multi-year contracts, yet faces distinct challenges compared to its larger, more diversified counterparts. These challenges include shorter contract durations, uncertain renewal rates, heightened technology risk, and potential competition or in-sourcing from customers. Additionally, CoreWeave's rapid growth and shorter operating track record differ from these established companies. Equinix and Digital Realty, both leading data center companies, can be considered together in comparison to CoreWeave due to their similar business models. They benefit from low churn rates, robust global platforms, and conservative financial policies. Their strategies predominantly involve ownership, along with leasing of real estate, which contributes to their operational stability. In contrast, CoreWeave, with its technology-centric services and reliance on leased facilities, is more susceptible to rapid changes in customer demand and technological advancements, potentially resulting in higher volatility. Iridium and Viasat, satellite operators, provide a relevant comparison to CoreWeave in terms of leverage and technology focus. Both companies operate in capital-intensive sectors that require continuous innovation and adaptation to technological advancements. Iridium, with its focus on global satellite communications, and Viasat, with its broadband and satellite services, both exhibit leverage levels that are similar to its expectations for CoreWeave. This similarity underscores the importance of managing financial stability while navigating the challenges of rapid technological changes and maintaining competitive advantages in their respective markets. Key Assumptions - Total revenue growing to ~$5.5 billion in FY2025 and ~$9.4 billion in FY2026, with growth rates in the high single-digits thereafter, assuming recognition on existing RPO along with incremental future contract wins - EBITDA margin expanding to over 70% by FY2026, driven by operating leverage - Capex peaking around $15 billion in FY2025, with capital intensity normalizing to the 30%-40% range thereafter, with capex linked to specific future contracts - Incremental future debt issuance to support capex associated with contract wins - No debt repayment assumed beyond mandatory repayment schedules - Put rights on redeemable class A common stock ("put shares" converted from the prior class C convertible preferred stock at the time of the IPO) are exercised in 2027, funded by new debt issuance RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage (ex-leases) sustained above 4.0x or lease-adjusted leverage sustained above 5.0x; - Failure to achieve positive FCF over the medium-to-long-term, resulting in ongoing reliance on external financing and potential liquidity issues; - Continued reliance on a limited number of revenue sources or major contracts, increasing vulnerability to adverse changes in customer relationships or industry conditions; - Inability to access additional debt capital on favorable terms to support its growth strategy. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage (ex-leases) sustained below 3.0x or lease-adjusted leverage sustained below 4.0x; - Expansion into new markets or services that diversify revenue streams and reduce dependence on a few large customers, improving overall business resilience; - Demonstrated ability to consistently renew or replace major customer contracts, ensuring stable revenue flow and minimizing disruption from contract expirations. Liquidity and Debt Structure Pro forma for the new notes issuance, Fitch expects CoreWeave to have sufficient liquidity, supported by $2.3 billion in estimated cash and equivalents, and full availability under its $1.5 billion revolving credit facility, minus $11 million allocated to letters of credit. Fitch expects high capex in FY2025 will greatly pressure FCF during the year, which will likely necessitate additional debt financing sources in 2025 to support execution on growth plans. Issuer Profile CoreWeave, Inc. is a growing technology services provider, offering purpose-built AI cloud infrastructure. The company has 33 data centers across the U.S. and Europe. Its portfolio of over 250,000 NVIDIA GPUs includes high-performance GPUs with specific capacity for AI applications. Date of Relevant Committee 15-May-2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations CoreWeave, Inc. has an ESG Relevance Score of '4' for Governance Structure due to concentrated shareholder voting power and an organization structure that is somewhat more complex than average, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- CoreWeave, Inc. LT IDR BB- New Rating senior unsecured LT BB- New Rating RR4 COSMOS HEALTH: Granted Extension to Regain Nasdaq Compliance ------------------------------------------------------------ Cosmos Health Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company announced that it has received a formal notice from the Nasdaq Stock Market LLC indicating that the Company is eligible for an additional 180-calendar day period, through November 3, 2025, to regain compliance with the Nasdaq's minimum bid price requirement as one of the continued listing requirements set forth under Nasdaq Listing Rule 5550(a)(2). As previously disclosed, on November 6, 2024, the Company received a non-compliance letter from Nasdaq for its failure to maintain a minimum bid price of $1.00 per share for 30 consecutive business days pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The Company had 180-calendar days (from November 6, 2024 to May 5, 2025) to regain compliance by the closing bid price of the Company's common stock being at least $1.00 per share for 10 consecutive business days. The second compliance period was granted as the Company continues to meet all other applicable continued listing requirements for the Nasdaq Capital Market, other than the bid price rule. In accordance with the Nasdaq rules, the Company has indicated its intention to resolve the deficiency and regain compliance within the second compliance period. If at any time during this second compliance period the closing bid price of the Company's common stock meets or exceeds $1.00 per share for at least 10 consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed. Greg Siokas, CEO of Cosmos Health, stated: "We remain focused on executing our strategic priorities and delivering long-term value for our shareholders. We appreciate Nasdaq's continued support and are confident in our ability to meet the listing requirements within the extended timeframe." About Cosmos Health 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 April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 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. COWTOWN BUS: Seeks to Sell Residual Assets ------------------------------------------ Cowtown Bus Charters, Inc. and its affiliate, Cowtown Transportation Company LLC, seek permission from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to sell Residual Assets, free and clear of liens, interests, and encumbrances. The Debtor has already sold its operating assets to Avalon Motorcoach, LLC. The purpose is to sell residual assets that were previously used in operations. Those assets covered by this request are items that Avalon chose not to remove and take. Pursuant to the agreement with Avalon, those items were not transferred to Avalon and included in those assets are five nonoperating buses, furniture, and miscellaneous personal property. The Cowtown Bus attempted to sell its business as a going concern but was unable to arrange for sale price that would pay secured creditors prior to enforcement action being taken by one of the creditors. Cowtown hires Rosen Systems to sell the residual assets. Rosen Systems has represented that it is willing to conduct an online auction on June 12, 2025. Potential buyers would be granted access by agreement to review the property to be purchased. Rosen Systems has indicated it believes that it will have an opportunity to reach the appropriate market buyers if it is provided with approximately three weeks to do so. Rosen Systems will also charge actual expenses incurred to the Debtor and a 15 percent buyers premium. About Cowtown Bus Charters, Inc. Cowtown Bus Charters, Inc. is a full-service bus charter company providing local to national transportation. Cowtown Bus Charters, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-10161) on Sept. 6, 2024. In the petition signed by Brenda Cross, president and director, the Debtor disclosed $1,237,132 in assets and $4,370,485 in liabilities as of Aug. 22, 2024. Judge Mark X. Mullin presides over the case. The Debtor tapped Mark J. Petrocchi, Esq., at Griffith, Jay & Michel, LLP as counsel. CURIS INC: Registers 10.5M Shares for Resale by Warrant Holders --------------------------------------------------------------- Curis, Inc. filed a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission relating to the resale from time to time of up to 10,500,891 shares of common stock of Curis, Inc. by the selling stockholders -- Armistice Capital, LLC, Entities affiliated with Thomas A. Satterfield, Jr., Entities affiliated with Bleichroeder LP, and Pontikes Holdings LLC -- including their donees, pledgees, transferees or other successors-in-interest, consisting of 2,184,009 shares of the Company's common stock issuable upon the exercise of outstanding pre-funded warrants, or Pre-Funded Warrants, and 8,316,882 shares of its common stock issuable upon the exercise of outstanding common stock warrants, or Common Warrants, held by the selling stockholders to purchase shares of its common stock, or collectively, the March 2025 Warrants. The Company will not receive any proceeds from the sale of the shares offered by this prospectus. Curis said, "We have agreed, pursuant to a registration rights agreement that we have entered into with the selling stockholders, to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume discounts, commissions and fees of underwriters, selling brokers, dealer managers or similar securities industry professionals, if any, incurred for the sale of these shares of our common stock. "The selling stockholders identified in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may offer the shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption "Plan of Distribution." The shares may be sold at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. "We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. "Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol "CRIS." On April 29, 2025, the last reported closing sale price of our common stock on Nasdaq was $1.81 per share. You are urged to obtain current market quotations for our common stock." Full-text copy of the Registration Statement is available at https://tinyurl.com/4wtykdzf About Curis Lexington, Mass.-based Curis, Inc. is a biotechnology company focused on the development of emavusertib (CA-4948), an orally available, small molecule inhibitor of Interleukin-1 receptor associated kinase, or IRAK4. IRAK4 plays an essential role in the toll-like receptor, or TLR, and interleukin-1 receptor, or IL-1R, signaling pathways, which are frequently dysregulated in patients with Cancer. Boston, Mass.-based PricewaterhouseCoopers, the Company's auditor since 2002, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred recurring losses and cash outflows from operations that raise substantial doubt about its ability to continue as a going concern. As of September 30, 2024, Curis, Inc. had $42.5 million in total assets, $51.2 million in total liabilities, and $8.7 million in total stockholders' deficit. CYANOTECH CORP: Amends Promissory Note With Skywords Family ----------------------------------------------------------- Cyanotech Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a Fourth Amendment to the Amended and Restated Promissory Note with Skywords Family Foundation, Inc., dated as of April 12, 2021, and amended on December 14, 2022, August 13, 2023, and August 9, 2024. The Amendment amends Section 4 to the Note to allow the Company to elect, in its sole discretion, to pay the interest accrued during the fiscal year ended March 31, 2026 in the form of its common stock at a per share value of $1.00 per share. All other terms of the Note remain the same. Skywords is controlled by Michael Davis, the Company's Chairman of the Board of Directors and largest stockholder. About Cyanotech Corp. Cyanotech Corporation, located in Kailua-Kona, Hawaii, was incorporated in the state of Nevada on March 3, 1983, and is listed on the NASDAQ Capital Market under the symbol "CYAN." The Company is engaged in the production of natural products derived from microalgae for the nutritional supplements market. Newport Beach, Calif.-based Grant Thornton LLP, the Company's auditor since 2008, issued a "going concern" qualification in its report dated June 26, 2024, citing that the Company sustained operating losses and negative cash flows from operations for the fiscal years ended March 31, 2024, and 2023. Further, the Company was not in compliance with two debt covenant requirements at March 31, 2024, and one debt covenant requirement at March 31, 2023. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. Cyanotech reported a net loss of $5.3 million for the year ended March 31, 2024, compared to a net loss of $3.4 million for the year ended March 31, 2023. CYANOTECH CORP: Board Renews Employment Contract With CEO --------------------------------------------------------- Cyanotech Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective as of June 16, 2025, the Board of Directors has renewed the Executive Employment Agreement, dated as of May 7, 2025, with Matthew K. Custer as President and Chief Executive Officer of the Company. The Employment Agreement supersedes any prior employment agreements with the Company. The term of the Employment Agreement will begin on June 16, 2025, and end on June 16, 2029, followed by successive one-year periods thereafter unless terminated by either party upon 45 days advance written notice. The Employment Agreement provides that Mr. Custer will receive an annual base salary of $225,000 (to be increased to $250,000 when the Company has two consecutive audited break-even quarters), with $200,000 payable in cash and the remaining $25,000 to be delivered in the form of restricted stock units that will vest in equal installments over three years, provided that, in the event of his termination of employment for any reason other than for cause, the award will vest in full upon his termination. Mr. Custer is also eligible to receive a $25,000 signing bonus at the Company's discretion when it is in a stronger cash position. Under the terms of the Employment Agreement, Mr. Custer will receive a one-time grant of stock options to acquire 150,000 shares of the Company's common stock under the Company's 2016 Equity Incentive Plan on June 16, 2025, subject to the terms of the Plan and a Stock Option Grant Notice and Option Agreement. The exercise price per share of the Options will be the closing market price on the date of the grant. The Options are scheduled to vest in equal installments over three years. Mr. Custer will continue to be eligible to participate in all other employee benefit plans and compensation programs that the Company maintains for salaried employees and executive officers. If Mr. Custer's employment is terminated by the Company without cause or Mr. Custer resigns for good reason, subject to Mr. Custer's execution and non-revocation of a general release of claims against the Company, he will be entitled to receive severance equal to his base salary for 12 months or for the remainder of the term of the Employment Agreement, whichever is less, paid in installments, any accrued but unpaid amount due under the Employment Agreement and continuation of benefits for the applicable severance benefit period. The Employment Agreement includes a six-month post termination non-compete covenant and a five-year post-termination non-disparagement covenant. About Cyanotech Corp. Cyanotech Corporation, located in Kailua-Kona, Hawaii, was incorporated in the state of Nevada on March 3, 1983, and is listed on the NASDAQ Capital Market under the symbol "CYAN." The Company is engaged in the production of natural products derived from microalgae for the nutritional supplements market. Newport Beach, Calif.-based Grant Thornton LLP, the Company's auditor since 2008, issued a "going concern" qualification in its report dated June 26, 2024, citing that the Company sustained operating losses and negative cash flows from operations for the fiscal years ended March 31, 2024, and 2023. Further, the Company was not in compliance with two debt covenant requirements at March 31, 2024, and one debt covenant requirement at March 31, 2023. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. Cyanotech reported a net loss of $5.3 million for the year ended March 31, 2024, compared to a net loss of $3.4 million for the year ended March 31, 2023. D LASSEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: D Lassen LLC DBA Super 8 Livermore 4673 Lassen Road Livermore, CA 94550 Case No.: 25-40887 Business Description: D Lassen LLC operates the Super 8 Livermore motel and owns the property at 4673 Lassen Road, Livermore, California. The property is estimated to be worth $5.5 million, and the Company is in the process of retaining an appraiser to formally determine its value. Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Northern District of California Debtor's Counsel: 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 Total Assets: $5,630,234 Total Liabilities: $112,331,714 The petition was signed by Carlos Cuevas as corporate representative. 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/EJDBYMA/D_Lassen_LLC__canbke-25-40887__0001.0.pdf?mcid=tGE4TAMA D&B RENTALS: Gets Final OK to Use Cash Collateral ------------------------------------------------- D&B Rentals, Inc. received final approval from the U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division to use cash collateral. The final order authorized the company to use cash collateral during the pendency of its bankruptcy case in accordance with the final budget unless further ordered by the court. To the extent Funding Box holds a valid pre-bankruptcy lien, the secured creditor will be granted a replacement lien on property acquired by D&B Rentals after the petition date similar to its pre-bankruptcy collateral. The landlord, Bailey-Johnson Heights, Inc., withdrew its objection after D&B Rentals agreed to pay a monthly rent of $8,000 for April, May and June; and vacate the leased premises by July 1. About D&B Rentals Inc. D&B Rentals, Inc., doing business as Atlanta Tent Rental, is a family owned and operated business serving Georgia and the Southeast for over 25 years, specializing in providing tents, tables, chairs, staging, flooring, linens, and lighting and event services for various occasions, including weddings, corporate events, festivals, sporting events, inventory sales, and nonprofit gatherings. D&B Rentals sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-20449) on April 1, 2025, with $1 million to $10 million in both assets and liabilities. Ira Inman, chief executive officer, signed the petition. Judge James R. Sacca oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC represents the Debtor as legal counsel. DAATS COMPANIES: Hires Shifflett & Philips LLP as Accountant ------------------------------------------------------------ DAATS Companies Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Shifflett & Philips, LLP as accountant. The firm's services include: a. providing reconciliation of monthly bank and credit account statements; b. providing reconciliation of payroll activity; c. making analysis of income and expense transactions; d. preparing and/or amending tax returns; e. preparing corporate financial reports; and f. preparing corporate accounting documents. The firm will be paid a monthly flat fee of $850 for book and recordkeeping services, and a fee of $125 per hour for accounting and consultation services outside the scope of monthly book and recordkeeping services. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor owed the firm the amount of $9,000. The firm is willing to waive all pre-petition amounts due and owing. Mr. Philips 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: Brett P. Philips, CPA Shifflett & Philips, LLP 6371 Preston Road, Suite 250 Frisco, TX 75034 Tel: (972) 377-7078 About DAATS Companies Inc. DAATS Companies Inc. is a comprehensive trucking firm located in Dallas, Texas, providing nationwide transport services, including dry-van and refrigerated product shipments. The Company focuses on urgent, same-day, and scheduled deliveries, prioritizing safety and punctuality across the continental United States. DAATS Companies sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-40894) on March 14, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Edward L. Morris handles the case. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. DANNIKLOR ENTERPRISES: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------------- Danniklor Enterprises, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, for authority to continue using cash collateral. The Debtor owes $1,949,700 to the U.S. Small Business Administration, financed through Dogwood State Bank, and secured by nearly all of the Debtor's business assets. A perfected lien was filed by Dogwood on March 31, 2023. Additionally, the Debtor owes $34,550 to Giant Bicycle, Inc. under a dealer agreement, which is also secured by a UCC-1 filing. However, the Debtor argued that Giant Bicycle's claim is unsecured due to its junior position behind Dogwood and the SBA, whose loan amount exceeds the value of the Debtor’s assets. The Debtor argued that continued access to cash collateral is necessary for covering operating expenses and maintaining business continuity. As such, it sought interim approval to use this collateral in accordance with the budget. To protect the rights of any secured creditors, the Debtor proposed granting them post-petition liens on future cash proceeds, matching the priority of any existing valid liens. About Danniklor Enterprises LLC Danniklor Enterprises LLC, operating as Bikes Palm Beach, sells a wide range of bicycles and accessories, including kids' bikes, hybrid and electric bikes, triathlon bikes, and high-end road bikes. The Company also offers cycling gear such as helmets, lights, sunglasses, and athletic footwear. In addition to retail sales, it provides bicycle maintenance services with a 24-hour turnaround commitment at its location in Jupiter, Florida. Danniklor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-15192) on May 8, 2025, listing $119,176 in assets and $1,984,410 in liabilities. Brian LaGrua, manager of Danniklor, signed the petition. Judge Mindy A. Mora oversees the case. Robert C. Furr, Esq., at Furr and Cohen, represents the Debtor as legal counsel. DIAMONDHEAD CASINO: CBIZ Appointed Auditor After Marcum Resignation ------------------------------------------------------------------- Diamondhead Casino Corporation disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company, with the approval of the Board of Directors, engaged CBIZ CPAs P.C. as the Company's independent registered public accounting firm, following CBIZ CPA's acquisition of the attest business of Marcum LLP on November 1, 2024, On May 5, 2025, Marcum informed Diamondhead Casino Corporation that Marcum resigned as the Company's independent registered public accounting firm. Neither of Marcum's reports on the financial statements of the Company for either of the past two fiscal years ended December 31, 2024 and December 31, 2023 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to audit scope, or accounting principles. During the Company's two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through May 5, 2025, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the Company's two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through May 5, 2025, the Company had the following "reportable events" (as such term is defined in Item 304 of Regulation S-K): As disclosed in Part II, Item 9A of the Company's Form 10-K's for the fiscal years ended December 31, 2024 and December 31, 2023, there were material weaknesses identified in internal control related to the segregation of duties within accounting functions inasmuch as the Company had only one employee and the Company had not been timely in its financial reporting functions inasmuch as it had not developed and effectively communicated its accounting policies and procedures, resulting in inconsistent practices with respect to complex accounting transactions. The Company has designed and instituted policies and procedures to eliminate and/or mitigate the foregoing. During the Company's two most recent fiscal years ended December 31, 2024 and December 31, 2023 and the subsequent interim period through May 5, 2025, neither the Company nor anyone on its behalf has consulted with CBIZ CPAs P.C. with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that CBIZ CPAs P.C. concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304 of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304 of Regulation S-K). About DiamondHead Headquartered in Alexandria, Va., Diamondhead Casino Corporation owns, operates, and manages a casino resort. The Company constructs a casino resort and hotel and associated amenities. Diamondhead Casino serves customers in the United States. Marlton, N.J.-based Marcum LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 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. As of Dec. 31, 2024, the Company had $5.6 million in total assets, $20.3 million in total liabilities, and a total stockholders' deficit of $14.7 million. DIGITAL ALLY: Completes 1-for-20 Reverse Stock Split ---------------------------------------------------- Digital Ally, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company, acting pursuant to authority received at an annual meeting of its stockholders on December 17, 2024, filed with the Secretary of State of the State of Nevada a certificate of amendment to its articles of incorporation, as amended, which effected a 1-for-20 reverse stock split of all of the Company's outstanding shares of common stock, par value $0.001 per share. Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:30 p.m. Eastern Time on May 6, 2025. As a result of the Reverse Stock Split, every 20 shares of Common Stock were exchanged for one share of Common Stock. The Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis on May 7, 2025. The Reverse Stock Split did not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which remain as set forth pursuant to the Articles of Incorporation. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders who otherwise were entitled to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share, at a participant level. The Reverse Stock Split also has a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the Reverse Stock Split. The new CUSIP number for the Common Stock is 25382T309. The Company's transfer agent, Securities Transfer Corporation, is acting as exchange agent for the Reverse Stock Split and has provided instructions to stockholders of record regarding the exchange of certificates for Common Stock. About Digital Ally Digital Ally Inc. operates across three segments: Video Solutions, Revenue Cycle Management, and Entertainment. The Video Solutions unit provides video recording systems, cloud services, and safety products for law enforcement and commercial clients. The Revenue Cycle Management segment offers financial and administrative support services to healthcare providers, helping manage billing and back-office operations. Its Entertainment division manages ticket resale through TicketSmarter and produces live events, including music festivals. In an auditor's report dated May 2, 2025, RBSM LLP, issued a "going concern" qualification, noting that the Company has incurred substantial operating losses and will need additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. Digital Ally reported a net loss of $21.72 million for the year ending Dec. 31, 2024, compared to a net loss of $25.46 million for the year ending Dec. 31, 2023. As of Dec. 31, 2025, the Company had $27.74 million in total assets, $36.75 million in total liabilities, and a total deficit of $9.01 million. DIGITAL ALLY: Nasdaq Panel Grants Continued Listing Until Sept. 2 ----------------------------------------------------------------- Digital Ally, Inc. reported that the Nasdaq Hearings Panel granted the Company's request for continued listing on The Nasdaq Stock Market LLC. The Company's continued listing on Nasdaq is subject to, among other conditions, the Company's compliance with certain criteria for continued listing on The Nasdaq Capital Market, namely the $2.5 million stockholders' equity requirement by May 20, 2025, and the $1.00 bid price requirement by June 6, 2025, and the Company's continued compliance with all other applicable listing criteria through September 2, 2025. The Company continues to diligently work to evidence compliance with all applicable criteria for continued listing on Nasdaq and timely satisfy the terms of the Panel's decision. There can be no assurance, however, that the Company will be able to do so. About Digital Ally Digital Ally Inc. operates across three segments: Video Solutions, Revenue Cycle Management, and Entertainment. The Video Solutions unit provides video recording systems, cloud services, and safety products for law enforcement and commercial clients. The Revenue Cycle Management segment offers financial and administrative support services to healthcare providers, helping manage billing and back-office operations. Its Entertainment division manages ticket resale through TicketSmarter and produces live events, including music festivals. In an auditor's report dated May 2, 2025, RBSM LLP, issued a "going concern" qualification, noting that the Company has incurred substantial operating losses and will need additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. Digital Ally reported a net loss of $21.72 million for the year ending Dec. 31, 2024, compared to a net loss of $25.46 million for the year ending Dec. 31, 2023. As of Dec. 31, 2025, the Company had $27.74 million in total assets, $36.75 million in total liabilities, and a total deficit of $9.01 million. DIGITAL ALLY: Two Out of Three Proposals Pass at Special Meeting ---------------------------------------------------------------- Digital Ally Inc. held its special meeting of stockholders. There were 42,650,026 shares of Common Stock represented in person or by proxy at the Special Meeting, constituting approximately 53.81% of the outstanding shares of Common Stock on February 14, 2025, the record date for the Special Meeting, and establishing a quorum. Set forth are each of the three proposals that were voted on at the Special Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Special Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A that the Company filed with the U.S. Securities and Exchange Commission on March 4, 2025. Proposal One: Approval of an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of our capital stock that it may issue from 210,000,000 shares to 5,010,000,000 shares, of which 5,000,000,000 shares shall be classified as Common Stock. -- The proposal was not approved. Proposal Two: Approval of a proposal to authorize the board of directors of the Company, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Company's Articles of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock at a ratio to be determined by the Board, ranging from one-for-five (1:5) to one-for-one hundred (1:100), with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but no later than April 1, 2026, when the authority granted in this proposal to implement the reverse stock split would terminate. -- The proposal was approved. Proposal Three: Authorization, for purposes of complying with Nasdaq listing rule 5635(d), of the issuance of Series A Warrants to purchase shares of Common Stock and Series B Warrants to purchase shares of Common Stock, shares of Common Stock underlying the Warrants and certain provisions of the Warrants, issued in connection with an offering and sale of securities of the Company that was consummated on February 14, 2025. -- The proposal was approved. About Digital Ally Digital Ally Inc. operates across three segments: Video Solutions, Revenue Cycle Management, and Entertainment. The Video Solutions unit provides video recording systems, cloud services, and safety products for law enforcement and commercial clients. The Revenue Cycle Management segment offers financial and administrative support services to healthcare providers, helping manage billing and back-office operations. Its Entertainment division manages ticket resale through TicketSmarter and produces live events, including music festivals. In an auditor's report dated May 2, 2025, RBSM LLP, issued a "going concern" qualification, noting that the Company has incurred substantial operating losses and will need additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. Digital Ally reported a net loss of $21.72 million for the year ending Dec. 31, 2024, compared to a net loss of $25.46 million for the year ending Dec. 31, 2023. As of Dec. 31, 2025, the Company had $27.74 million in total assets, $36.75 million in total liabilities, and a total deficit of $9.01 million. DIOCESE OF NORWICH: Gets Court Okay for Ch. 11 Plan w/ Abuse Fund ----------------------------------------------------------------- Brian Steele and Vince Sullivan of Law360 report that on Wednesday, May 21, 2025, a Connecticut bankruptcy judge approved the Chapter 11 reorganization plan of the Norwich Roman Catholic Diocese, paving the way for childhood sexual abuse survivors to receive compensation through a $31 million settlement fund. About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut counsel and special counsel, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. On July 29, 2021, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Chapter 11 case. The committee tapped Zeisler & Zeisler, PC as its legal counsel. DOTDASH MEREDITH: S&P Upgrades ICR to 'BB-', Outlook Stable ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Dotdash Meredith Inc. to 'BB-' from 'B+' and removed all ratings from CreditWatch, where S&P placed them with positive implications on Nov. 15, 2024. S&P said, "At the same time, we also raised our issue-level rating on the company's $1.18 senior secured term loan B-1 to 'BB-' from 'B+'; the recovery rating remains '3'. "The stable outlook reflects our expectation for Dotdash's S&P Global Ratings-adjusted net leverage to decline to 4x by the end of 2025 and to 3.5x by the end of 2026, supported by our expectations for digital revenue growth of 5%-7% over the next 12 months. "The ratings upgrade reflects our expectations for Dotdash's S&P Global Ratings-adjusted net leverage to decline to 4x by the end of 2025 and to 3.5x by the end of 2026 compared with 4.6x as of the end of 2024. We expect S&P Global Ratings-adjusted EBITDA to grow about 5% in 2025 and 2026 to $360 million and $377 million, respectively. This compares with EBITDA of $344 million in 2024 and $322 million in 2023. Our growth expectations are primarily driven by our forecast for digital revenue growth of 5%-7% each of the next two years. We expect digital revenue to increase due to growing user sessions among its core premium brands due to past investments made in core content and improving the user experience, benefits from recent and ongoing advancements made in D/Cipher (Dotdash's proprietary cookie-less ad targeting technology), and increased revenue contribution from its licensing deals with Open AI, Apple News, Walmart, and others. Slightly offsetting this is our expectation for its print business to decline 13%-15% in 2025 and 8%-10% in 2026 due to secular pressures. We expect the company will generate about $106 million of FOCF in 2025 and $175 million in 2026 that will aid in deleveraging. FOCF is impacted by a one-time lease termination payment of $43.1 million in 2025, although the company expects the termination will save $101.7 million in future lease payments. Since Dotdash's consolidated net leverage ratio (calculated per its credit agreement) is now less than 4x, its parent, IAC Inc., now has the ability to upstream cash from Dotdash to IAC should it choose. We think it's more likely IAC will keep the cash at Dotdash as it continues to focus on deleveraging but have modeled $50 million of cash distributions starting in 2026 as Dotdash's cash balance continues to increase." Dotdash is exposed to economic cyclicality. Dotdash's performance remains strongest during periods of favorable economic conditions and expansion because its pay-for-performance revenue somewhat depends on consumer discretionary spending and advertising budgets. S&P said, "If economic conditions deteriorate or stagnate beyond our current expectations, Dotdash's revenue and EBITDA generation will likely be much weaker than we currently forecast. Given macroeconomic uncertainty that we expect will impact advertising spending, we lowered our expectations for digital revenue growth to 5%-7% over the next two years from our previous expectation of 6%-8%." S&P Global Ratings believes there is a high degree of unpredictability around policy implementation by the U.S. administration and possible responses--specifically with regard to tariffs--and the potential effect on economies, supply chains, and credit conditions around the world. As a result, our baseline forecasts carry a significant amount of uncertainty. As situations evolve, S&P will gauge the macro and credit materiality of potential and actual policy shifts and reassess its guidance accordingly. S&P said, "We believe Dotdash's owner, IAC, would provide moderate credit support to the company in a stress scenario. We consider Dotdash to be moderately strategic to IAC given it is wholly owned by IAC and, following the spin-off of Angi, constitutes the large majority of IAC's revenue, EBITDA, and underlying business operations. IAC has historically encouraged its investments to be profitable over time on a stand-alone basis. Therefore, we believe IAC would provide a moderate degree of credit support to Dotdash in a stress scenario because it has an economic incentive to preserve its credit strength. For example, IAC previously contributed $510 million in cash (cumulatively) to Dotdash in 2023 and $125 million in 2024 for purposes of maximizing cash netting allowed under Dotdash's financial covenants. Dotdash subsequently distributed the contributions back to IAC. "Given Dotdash's rating is currently one notch below IAC (BB/Stable), we are not applying any additional uplift to the current rating because Dotdash's rating is capped at one notch below IAC unless its stand-alone credit profile (SACP) is equal to that of IAC. "The stable outlook reflects our expectation for Dotdash's S&P Global Ratings-adjusted net leverage to decline to 4x by the end of 2025 and to 3.5x by the end of 2026, supported by our expectations for digital revenue growth of 5%-7% over the next 12 months." S&P could lower the rating over the next 12 months if the rating on IAC is at least 'BB' and Dotdash's leverage increases above 5x. This could occur if: -- The company's revenue becomes pressured due to weak macroeconomic conditions and/or more intense competition in the open web space leading to declining user traffic and significant pricing pressures; or -- The company engages in a more aggressive financial policy, including debt-financed acquisitions and shareholder returns to IAC. While less likely, S&P could lower the rating on Dotdash if S&P lowers its 'BB' rating on IAC. As a moderately strategic subsidiary of IAC, our rating on Dotdash is capped at one notch below its rating on IAC, unless its SACP is equivalent to that of IAC. S&P could raise its ratings on Dotdash over the next 12 months if our rating on IAC was at least 'BB' and: -- The company reduces net leverage below 3.5x and sustains FOCF to debt above 10%; or -- S&P takes a more favorable view the company's business due to it increasing scale and diversity while expanding EBITDA and EBITDA margins closer to the mid-20% area. DUNBAR PROPERTIES: Seeks Chapter 11 Bankruptcy in New Jersey ------------------------------------------------------------ On May 20, 2025, Dunbar Properties LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of New Jersey. According to court filing, the Debtor reports $1,830,098 in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About Dunbar Properties LLC Dunbar Properties LLC owns 15 real estate assets across multiple locations in Camden, New Jersey. The properties have a combined current value of $1.27 million. Dunbar Properties LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 25-15368) on May 20, 2025. In its petition, the Debtor reports total assets of $1,268,700 and total liabilities of $1,830,098. The Debtors are represented by David A. Kasen, Esq. at KASEN & KASEN, P.C. ELEMENTS UES: Gets Another Extension to Access Cash Collateral -------------------------------------------------------------- Elements UES, LLC received another extension from the U.S. Bankruptcy Court for the Southern District of New York to use cash collateral. The sixth interim order authorized the company to use cash collateral in accordance with its budget pending entry of a further interim or final order. As protection for the use of their cash collateral, Fund-Ex Solutions Group and the U.S. Small Business Administration were granted replacement liens on the company's assets, including cash collateral, to the same extent, validity, priority, and nature as their pre-bankruptcy liens. As additional protection, Fund-Ex and SBA will continue to receive monthly payments of $6,500 and $455.25, respectively. The monthly payments started in March. A final hearing is scheduled for May 28. About Elements UES Elements UES, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 25-10033) on January 12, 2025, listing between $1 million and $10 million in both assets and liabilities. Andrea Fornarola Hunsberger, president and chief executive officer of Elements UES, signed the petition. Judge Michael E. Wiles presides over the case. Ralph E. Preite, Esq., at Cullen and Dykman, LLP represents the Debtor as legal counsel. Fund-Ex Solutions Group, as secured creditor, is represented by: Michele K. Jaspan, Esq. Chuhak & Tecson, P.C. 265 Sunrise Highway, Suite 50 Rockville Centre, NY 11570 Phone: (646) 532-4636 / (646) 532-4621 Fax: (516) 599-0889 mjaspan@chuhak.com EPIC COMPANIES: Unsecureds to Recover Between 18.9% and 28.8% ------------------------------------------------------------- EPIC Companies Midwest, LLC, and affiliates filed with the U.S. Bankruptcy Court for the District of North Dakota a Disclosure Statement in support of Chapter 11 Plan of Liquidation dated May 5, 2025. The Debtors are part of a series of affiliated companies known collectively as "EPIC Companies." EPIC Companies generally consist of the Debtors, certain real estate holding entities described below, certain service providing companies (i.e., property management and construction), and other companies involved in hospitality, restaurant, entertainment, and similar industries. Each of the Debtors was formed for the purpose of providing loans to various real estate development projects throughout the State of North Dakota, each of which was developed and managed by subsidiaries of EPIC Companies (the "Project Companies"). All of them are affiliated with certain individuals who structured, organized, and sponsored this business activity, including Todd Berning. As of the effective date of the Plan, the Debtors shall be substantively consolidated and all assets of the Debtors' bankruptcy estates shall transfer to a liquidating trust (the "Liquidating Trust") to be administered by the CRO, as the liquidating trustee (the "Liquidating Trustee"). The Liquidating Trustee will liquidate all remaining non-cash assets, undertake resolution of claims, pursue any viable avoidance actions and other causes of action, make distributions to holders of Allowed claims, and take any such other action as necessary to wind down the Debtors' businesses and distribute assets of the Liquidating Trust to holders of Allowed claims. The Debtors propose the Plan to facilitate the most efficient and timely liquidation of the Debtors' remaining assets as well as the fastest distribution of proceeds to holders of Allowed claims. The Debtors believe that the Liquidating Trustee, and the committee appointed to oversee the Liquidating Trustee (the "Liquidating Trust Advisory Committee"), have the familiarity with the Debtors' assets and the liquidating expertise needed to realize the maximum value for the remaining assets in a reasonable period of time. The Debtors believe that the Plan will provide the greatest recovery for, and the fastest payment to, holders of Allowed claims. As of March 31, 2025, the Debtors collectively hold approximately $282,535 in cash. The Debtors and/or Liquidating Trustee expect to, among other things: (a) litigate or settle all pending adversary proceedings; (b) evaluate and pursue any and all Causes of Action; and (c) liquidate any remaining assets. The Debtors estimate that holders of Allowed general unsecured claims will receive between approximately 18.9% and 28.8% of the value of their Allowed claims. Class 1 consists of the general unsecured claims asserted against the Debtors. Except to the extent that a holder of a Class 1 claim: (a) has been paid by the Debtors prior to the Effective Date; or (b) agrees to a less favorable classification and treatment, each holder of an Allowed Class 1 claim shall receive a pro rata distribution from the Liquidating Trust after the payment of all Allowed Administrative Expense Claims, statutory fees and costs, Allowed priority claims, and all costs and expenses of the Liquidating Trust. Class 1 claims shall include claims by counterparties to executory contracts and unexpired leases that are rejected pursuant to Article VII of the Plan. Nothing contained in the Plan shall restrict the Debtors or the Liquidating Trustee from objecting to, contesting, or seeking to avoid a Class 1 claim as permitted under the Bankruptcy Code or otherwise applicable law. The payments to the holder of the Class 1 claims pursuant to Article IV of the Plan shall be in exchange for, and in full satisfaction, settlement, release, and discharge of, the Class 1 claims. Class 2 consists of the Class B Equity Interests. Except to the extent that a holder of a Class 2 claim: (a) has been paid by the Debtors prior to the Effective Date; or (b) agrees to a less favorable classification and treatment, each holder of an Allowed Class 2 claim shall receive the same treatment as provided to the holder of an Allowed Class 1 claim. Nothing contained in the Plan shall restrict the Debtors or the Liquidating Trustee from objecting to, contesting, or seeking to avoid a Class 2 claim as permitted under the Bankruptcy Code or otherwise applicable law. The payments to the holder of the Class 2 claims pursuant to Article IV of the Plan shall be in exchange for, and in full satisfaction, settlement, release, and discharge of, the Class 2 claims. Class 3 consists of the Class A Equity Interests in the Debtors. Holders of Class 3 claims shall not receive a distribution under the Plan. All Class A Equity Interests shall be deemed cancelled upon the Effective Date. Class 3 is deemed to reject the Plan. The Plan contemplates and is predicated upon the Confirmation Order substantively consolidating the Debtors' estates and the Chapter 11 Cases as set forth in the Plan and in the motion. Entry of the Confirmation Order shall constitute the Court's approval, pursuant to Sections 105(a) and 1123(a)(5)(C) of the Bankruptcy Code, effective as of the Effective Date, of the substantive consolidation of the estates of the Debtors for the purposes of confirming and consummating the Plan, including, without limitation, voting, confirmation, and distributions. On the Effective Date, the Debtors and the Liquidating Trustee shall enter into the Liquidating Trust Agreement. Additionally, on the Effective Date, the Debtors shall irrevocably transfer to the Liquidating Trust all right, title, and interest in and to the Liquidating Trust Assets in accordance with the Plan, including, without limitation. In its capacity as Liquidating Trustee, the Liquidating Trustee shall accept all Liquidating Trust Assets on behalf of the beneficiaries of the Liquidating Trust, and be authorized to obtain, seek the turnover, liquidate, and collect all of the Liquidating Trust Assets not in its possession. A full-text copy of the Disclosure Statement dated May 5, 2025 is available at https://urlcurt.com/u?l=T3tBf4 from PacerMonitor.com at no charge. Attorneys for the Debtors: Michael S. Raum, Esq. FREDRIKSON & BYRON, P.A. 51 Broadway, Suite 400 Fargo, ND 58102-4991 701.237.8200 Email: mraum@fredlaw.com Steven R. Kinsella, Esq. Katherine A. Nixon, Esq. FREDRIKSON & BYRON, P.A. 60 South 6th Street, Suite 1500 Minneapolis, MN 55402-4400 Tel: 612.492.7000 E-mail: skinsella@fredlaw.com knixon@fredlaw.com About EPIC Companies Midwest EPIC Companies Midwest, LLC is a real estate investing and development firm in Minot, N.D. EPIC and its affiliates filed voluntary Chapter 11 petitions (Bankr. D.N.D. Lead Case No. 24-30281) on July 8, 2024. Patrick Finn, chief restructuring officer, signed the petitions. At the time of the filing, EPIC reported $10 million to $50 million in both assets and liabilities. Judge Shon Hastings oversees the cases. Steven Kinsella, Esq., at Fredrikson & Byron, PA represents the Debtors as legal counsel. The U.S. Trustee for Region 12 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firm of Stinson, LLP. ERC MANUFACTURING: Unsecureds to Split $120K over 5 Years --------------------------------------------------------- ERC Manufacturing Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization for Small Business dated May 5, 2025. The Debtor is air conditioning duct manufacturing corporation fabricating, installing and distributing its work throughout all Puerto Rico. Its principal business location is in Carr. 814, Km 0.8, Credro Abajo, Naranjito, Puerto Rico. ERC owns a commercial property that has been garnished by the IRS, for the amount of $151,381.33. After accruing too much debt, continued payments cannot be paid with actual income. The Debtor seeks to establish a feasible plan, pay all disposable income after reserving a reasonable amount to continue operating and protect its property. All secured claims will be paid according to their corresponding Proof of Claims, less the value of the collateral that guarantees the debt. The remaining unsecured portion of $596,204.87 will be paid under the Unsecured Creditors provisions which will distribute $120,000.00 on prorate or 20.1% of all unsecured debt with in 60 payments of $2,000.00 starting December 1, 2025 when the Debtor pays off various lease agreements. The Debtor will maintain the property in question with a yearly hazard insurance that will be notified to Banco Popular of Puerto Rico and the Small Business Administration, and Lease Option, every year before the expiration of the previous insurance. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of approximately $65,000.00 per month to cover their operation costs and expenses, including $10,000.00 per month to cover for all secured and unsecured portions of all its debt, and assumed lease agreements. This Plan of Reorganization proposes to pay the Debtor's creditors from the net monthly income left from the operation of its business and future earnings. Class 3 consists of Unsecured Claims. All non-priority unsecured debts and undersecured claims will be paid pro-rate from a $120,000.00 pool of the disclosed amounts within the next 5 years for a total of 60 monthly payments of $2,0000.00 beginning December 1, 2025. The Debtor will continue operating its business and will continue administering all the assets of the estate to fund the Plan. The Plan will be funded from the Debtor's post-petition disposable income from the operation of its business. A full-text copy of the Plan of Reorganization dated May 5, 2025 is available at https://urlcurt.com/u?l=I7l7k4 from PacerMonitor.com at no charge. Counsel to the Debtor: Juan Carlos Bigas Valedon, Esq. Juan C Bigas Law Office 515 Ferrocarril Urb. Santa Maria Ponce, PR 00717 Phone: (787) 259-1000 Email: cortequiebra@yahoo.com citas@preguntalegalpr.com About ERC Manufacturing Inc. ERC Manufacturing Inc. owns the property located at Carr 814 Km 0.8 Cedro Abajo, Naranjito, Puerto Rico, spanning 6,977.84 square meters. It includes a two-story commercial office building, two metal concrete industrial buildings, 28 parking spaces, two offices, two terraces, two workshops, two mezzanines, and two bathrooms. The appraised value is $213,000, as of July 27, 2016. ERC Manufacturing Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 25-00475) on February 4, 2025. In its petition, the Debtor reports total assets of $785,322 and total liabilities of $1,599,734. The Debtor is represented by Juan C. Bigas, Esq., in Ponce, Puerto Rico. EVOFEM BIOSCIENCES: Adds 3-Applicator Package to License Agreement ------------------------------------------------------------------ Evofem Biosciences, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into the First Amendment to Development and Supply Agreement on behalf of itself and its wholly owned subsidiaries Evofem Biosciences Operations, Inc. and Evofem, Inc., and Pharma 1 Drug Store L.L.C., a United Arab Emirates limited liability company. The Amendment amends the terms of the Development and Supply Agreement by and between the Company Licensee dated July 17, 2024, as previously disclosed on the Current Report on Form 8-K filed by the Company on July 23, 2024. Under the License Agreement, Licensor agreed to sell to Licensee, Licensed Product in package quantities of 12 applicators. Under the terms of the Amendment, the parties wish to add an additional 3-applicator package size of the Licensed Product to be sold by Licensor on the terms and conditions contained in the Amendment. The full text copy of the Amendment is available at https://tinyurl.com/yc3u3cds About Evofem Evofem Biosciences, Inc. is a San Diego-based biopharmaceutical company focused on sexual and reproductive health innovations. Its first commercial product, PHEXXI, is a hormone-free prescription contraceptive gel that was FDA-approved in 2020. In November 2024, they re-launched SOLOSEC, an oral antimicrobial agent for treating two common sexual health infections, following its acquisition of global rights. The Company aims to expand its global presence through partnerships and licensing agreements, such as the recent licensing of PHEXXI commercial rights in the Middle East to Pharma 1 Drug Store, LLC. In its report dated March 23, 2025, the Company's auditor, BPM, LLP, issued a "going concern" qualification attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, noting that the Company has experienced recurring operational losses, negative cash flows from operations since its inception, and a net capital deficiency, all of which raise substantial doubt about its ability to continue as a going concern. EXTREME PROFITS: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: Extreme Profits Inc dba X-Stream Power Washing and Cleaning Services 5030 5th Ave, #16 Key West, FL 33040 Case No.: 25-15709 Business Description: Extreme Profits Inc is a professional cleaning company based in Key West, Florida, offering power washing and restaurant cleaning services. Established in 2016, the Company serves clients from Key West to Marathon, FL, including commercial, residential, and outdoor spaces. It is licensed and bonded in Monroe County. Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Southern District of Florida Judge: Hon. Corali Lopez-Castro Debtor's Counsel: Kevin C Gleason, Esq. FLORIDA BANKRUPTCY GROUP, LLC 4121 N 31 Ave Hollywood FL 33021 Tel: (954) 893-7670 Email: bankruptcylawyer@aol.com Total Assets: $567,503 Total Debts: $1,124,798 Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lubos Scepka as president. A copy of the Debtor's list of 11 unsecured creditors is available for free on PacerMonitor at: https://www.pacermonitor.com/view/IX4FO4Q/Extreme_Profits_Inc__flsbke-25-15709__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/IIZZIWA/Extreme_Profits_Inc__flsbke-25-15709__0001.0.pdf?mcid=tGE4TAMA FIREPAK INC: Seeks to Sell Vehicles in Private Sale --------------------------------------------------- Firepak Inc. seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to sell vehicles in a private sale, free and clear of liens, interests, and encumbrances. The Debtor is a company located in Miami, Florida, that provides installation services for sprinkler systems, fire pumps, underground piping, and standpipes. The Debtor believes that selling the Firepak Vehicles will best serve the interests of all parties involved in its case. The debtor is not in a position to retain the vehicles and operate them for the duration necessary to propose and seek confirmation of a reorganization plan. A sale to one or more buyers will allow the Debtor's business to generate funds to cover administrative expenses and maximize the value of the estate. The Debtor owns eight Automotive Firepak Vehicles: 1. 2005 FORD 5-150 1FTRF12245NB18315 JUNK $1,500.00 2. 2005 FORD F-250 1FTNF20L91EA26563 JUNK $1,500.00 3. 2019 Nissan NV200 3N6CM0K95KK709221 $11,000.00 4. 2005Ford F-150 1FTRF12W35NB77262 $1,500.00 5. 2020 Chevrolet Colorado 1GCHSBEA1L1104425 $19,000.00 6. 2020 Nissan Frontier 1N6BD0CT8KN723391 $11,000.00 7. 2019 Nissan Frontier 1N6BD0CT2KN726089 $11,500.00 8. 2019 Nissan Frontier 1N6BD0CT3KN716851 $12,000.00 Based upon Debtor's review, the estate has equity in Firepak Vehicles of approximately $69,000.00. The Property is owed free and clear of any liens, encumbrances, and interests. The sale is further without representation or warranties, and the Property is being taken "AS IS", "WHERE IS" with all faults and conditions. The Debtor proposes to sell the Firepak Vehicles at fair market value according to Kelly Blue Book Value. The Firepak Vehicles are currently being stored at the premises located at 8573 & 8579 NW 72nd St., in Miami, Florida 33166 (Odessa Premises). The Debtor is vacating Odessa Premises on or before May 31, 2025, and seeks to expedite the sale of Firepak Vehicles. The Debtor is seeking buyers for the Firepak Vehicles and in the interest of time, the Debtor seeks authority to sell Firepak Vehicles. About Firepak Inc. Firepak Inc. specializes in the design and layout of fire sprinkler systems, modifications to existing fire sprinkler systems, new installations, tenant build outs, retrofit of existing buildings, and inspections and repairs of all types of fire sprinkler systems. Firepak sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21725) on November 7, 2024, with total assets of $1,454,421 and total liabilities of $2,424,737. Linda Leali, Esq., serves as Subchapter V trustee. Judge Robert A. Mark handles the case. Lydecker, LLP is the Debtor's legal counsel. Regions Bank, as secured creditor, is represented by: Aaron J. Nash, Esq., at Evans Petree, PC, represents the Debtor as legal counsel. FIRST AMERICAN: To Sell Orlando Property to Watson Real Estate -------------------------------------------------------------- First American Capital Corporation seeks permission from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to sell Property, free and clear of interests, liens, and encumbrances. Debtor is a Florida corporation that was formed in December 1984. The Debtor owns real property located at 219 Pasadena Place, Orlando, Florida 32803. The Real Property is a commercial office building that is approximately 1,500 square feet. The Real Property is leased to Watson Real Estate & Management, Inc. The Debtor and Watson enter into a purchase and sale agreement for the purchase of the Property for $434,000.00 or such other amount in order to satisfy the first mortgage lien in full. The Purchaser is the current tenant of the Property and is an insider of the Debtor. To the extent there are any unpaid taxes on the Property, the Debtor expects Orange County Tax Collector to be paid in full from the sale proceeds. Likewise, Constitution Credit LLC may assert a lien on the Property, however, plans on paying Constitution in full from the Sale. LRE Orlando, LLC may also assert a lien on the Property based on a mortgage recorded in 2024. The Debtor will notice the sale with a publication of general circulation in Orange County for two weeks commencing on July 1, 2025, that shall outline that the Watson offer is subject to a higher and better offer if received by July 30, 2025 on the same terms and conditions as the Watson offer including closing date. If one or more qualified offer is received by counsel for the Debtor by July 30, 2025 then there shall be a private auction with Watson and any other qualified bidder until the highest possible amount for the sale is received to determine the Successful Bidder no later than August 15, 2025. The Debtor will also file a notice of Successful Bidder after such auction. About First American Capital Corporation First American Capital Corporation is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). First American Capital Corporation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05372) on Oct. 2, 2024. In the petition filed by Barry Watson, as president, the Debtor estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Tiffany P. Geyer handles the case. The Debtor is represented by: Kenneth D Herron, Jr, Esq., at Herron Hill Law Group, PLLC, represents the Debtor as legal counsel. FLEXSYS HOLDINGS: S&P Cuts ICR to 'CC' on Announced Debt Exchange ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on tire additives maker Flexsys Holdings Inc. to 'CC' from 'CCC+'. S&P also lowered its issue-level ratings on Flexsys' senior secured term loan to 'CC' from 'CCC+'. S&P said, "The negative outlook reflects that, upon the completion of the transaction, we expect to lower our issuer credit rating on the company to 'D' (default) and our issue-level rating on its senior secured debt to 'D'. "We view the debt exchange as distressed and the proposed exchange of the term loan as tantamount to a default." Flexsys has entered into a transaction support agreement with lenders comprising 83% of the aggregate principal amount of its existing term loan lenders and 100% of the aggregate principal amount of its existing revolving facility lenders. The transaction is expected to close later this month. The company is issuing $120 million of new structurally senior first-out term loan and is offering to exchange its existing $461 million term loan due November 2028 into a new second-out term loan. Both of the new loans are due August 2029. Holders of the existing term loan that do not participate in the exchange will be ranked junior in right of payment to a new first-out revolving facility, the new first-out term loan, and the new second-out term loan. S&P said, "In our view, lenders will receive less than originally promised because of the exchange rates being offered, the extension of the maturity, and the subordination of nonparticipating lenders. We note that the non-Ad Hoc Group creditor party is exchanging at a rate of 87.5%. While the interest rate on the new term loan is expected to be 100 basis points (bps) higher than the existing term loan, we believe this rate is well below what the company would be required to pay for new capital under current market conditions and what an issuer with a similar risk profile would have to pay to raise new capital. The new revolving facility is expected to accrue at the same S+475 basis point rate for the existing revolver but will mature in August of 2029 instead of November of 2026." S&P said, "We also view the transaction as distressed because, absent a transaction, we believe there is a realistic possibility of a conventional default within the next several quarters. Flexsys has experienced weak demand for its products in recent quarters, and lower margins in the places where it is growing in Asia. With over $55 million of annual interest expense under the existing capital structure, fixed charge coverage has become weak. "We plan to lower our issuer credit rating on Flexsys and issue-level rating on its term loan to 'D' following the transaction's closing. If the transaction is completed per the terms and timing outlined, then we would likely lower our issuer credit rating on the company to 'D' (default) and our issue-level rating on its senior secured debt to 'D'. The term loan comprises a predominant portion of the company's capital structure, which denotes the use of 'D' instead of 'SD' (selective default). "The negative outlook reflects that upon the completion of the transaction, we expect to lower our issuer credit rating on the company to 'D' (default) and our issue-level rating on its senior secured debt to 'D'. "We will lower our issuer credit rating on Flexsys to 'D' and our issue-level rating on the affected debt to 'D' if it completes the transaction as proposed. "We could raise our rating on Flexsys if it does not consummate the transaction, likely to the 'CCC' category. Under this scenario, our rating would reflect the potential for other restructuring initiatives and its ability to refinance its upcoming debt maturities while maintaining healthy free operating cash flow." FMC CORP: Moody's Rates New $750MM Subordinated Notes Due 2055 Ba1 ------------------------------------------------------------------ Moody's Ratings assigned a Ba1 rating to FMC Corporation's (FMC) proposed offering of $750 million in subordinated notes due 2055. Proceeds from the new notes will be used to refinance its 5.15% notes maturing in 2026 and general corporate purposes, including the repayment of additional debt. The outlook is stable. "FMC is issuing subordinated notes to effectively refinance a large portion of the $1 billion of unsecured notes maturing in 2026; it will meaningfully reduce leverage for unsecured bondholders," said John Rogers, Moody's Ratings' Senior Vice President and lead analyst for FMC Corporation. RATINGS RATIONALE FMC's subordinated notes are rated one notch lower than its unsecured obligations due to their ranking in the capital structure. The new subordinated debt has some equity-like characteristics such as (i) 30 year maturity; (ii) the ability to defer interest for a period of up to 10 years; and (iii) the lack of material step up in the coupon payment that would provide FMC with an incentive to call the notes. The interest deferral period can be reset, if the if interest payments on the notes are not in arrears; however, it does require that the company also cease payments on any instruments that rank pari passu or junior to this subordinated debt, including common dividend payments, while the interest payments are in deferral. The interest payments on the notes will be reset every five years keeping the spread to the then current 5-year US Treasury notes constant. These attributes qualify the subordinated notes to receive Basket 'M' treatment - 50% equity and 50% debt for calculation of credit metrics (please refer to Moody's Hybrid Equity Credit methodology published in February 2024). Moody's notes that in accordance with Moody's methodologies, this equity treatment applies only to investment-grade companies. Therefore, if in the future FMC's senior unsecured rating were downgraded to below investment grade, it would lose this equity treatment benefit. This would also be a triggering event for the potential repayment of the subordinated notes. FMC's Baa3 unsecured ratings are supported by its scale and market position as the fifth largest global provider of agricultural chemicals, research and development capabilities that have created a pipeline of new value added products for farmers, and a diversified portfolio of non-patented proprietary or trademarked products that have historically generated consistent margins. The rating is tempered by weak credit metrics over the near term, a relatively large dividend and increased business risk due to patent expirations for the company's largest product, Rynaxypyr(R). Management appears to have addressed some of this risk by substantially reducing the cost of manufacturing the product over the past year and expects to be at a cost level consistent with generic producers by the end of 2025. The company expects that the lower selling price of this product will greatly increase its use in other crop applications, thereby significantly increasing market demand, and that it will be able to maintain a meaningful market share by providing value-added formulations. Moody's notes that prior to the acquisition of DuPont's product lines in 2017, FMC's product portfolio was largely composed of non-patent protected products where FMC was able to maintain its market share at a premium price to generic suppliers by offering value-added formulations to farmers. Other factors negatively impacting the company's credit profile include exposure to the weather dependent agricultural market, seasonality and additional patent expirations for other key products over the next several years. The current level of economic uncertainty due to US trade policy changes is not likely to have a material negative impact on agricultural chemical demand in 2025. However, the company does expect a small negative cost impact from tariffs of $15-20 million. The limited impact is largely due to the company's global footprint along with potential credits it should receive on imported raw materials that are not available elsewhere or that are used to produce agricultural chemicals that are exported. Demand for agricultural chemicals is expected to remain under pressure due to relatively low crop prices and weak farmer economics. Elevated interest rates will likely keep inventories in the channel, and at farms, at fairly low levels. In this environment, the stable outlook is dependent on management being able to avoid any further material decline in Rynaxypyr(R) profitability, the ability to demonstrate continued growth in Cyazypyr, Fluindapyr and Isoflex in 2025 and its continued ability to generate free cash flow after dividends. Furthermore, the stable outlook assumes that the market outlook for agricultural chemicals will improve by the end of 2025 and that FMC's EBITDA will not fall meaningfully below $900 million this year. LIQUIDITY FMC's liquidity is adequate, as of March 31, 2025, supported by a cash balance of $315 million and roughly $400 million of additional availability under its $2 billion unsecured credit facility (limited by the financial covenant) maturing in 2027. FMC had roughly $695 million of commercial paper outstanding at the end of the first quarter and roughly $199 million outstanding under international facilities. FMC amended its credit facility in February 2025 to increase the maximum leverage covenant to 5.25x through September 30, 2025 then stepping down to 3.75x at September 30, 2027. The amendment also reduced the minimum interest coverage ratio to 3.0x through December 31, 2025 and returning to 3.5x at March 31, 2026. In Moody's opinion, liquidity is currently below the level Moody's would like to see the company maintain given the seasonality of the business, but FMC should be able to remain in compliance with the covenants in it credit facility over the next six to eight quarters. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be downgraded if lower selling prices or weak volumes are expected to prevent a recovery in credit metrics over the next 4-7 quarters with Moody's adjusted Debt/EBITDA falling below 3.5x and Retained Cash Flow/Debt rising above 15%. The Baa3 ratings expect that FMC's credit metrics will be closer to 3.0x, and 20%, respectively, most of the time. It also assumes that EBITDA margins will rise back above 20%. An upgrade of the rating is highly unlikely at the current time due to the company's weak credit metrics. However, an upgrade would be considered if Moody's adjusted Debt/EBITDA were to decline below 2.8x on a sustained basis and Retained Cash Flow/Debt were to remain above 20%. Headquartered in Philadelphia, Pennsylvania, FMC Corporation is an agricultural chemicals producer with 21 production sites globally, including five in North America, six in EMEA, nine in Asia and one in Latin America. The company has active ingredient manufacturing in Denmark, India, China and the US It has annual revenues of over $4 billion. The principal methodology used in this rating was Chemicals published in October 2023. FULLER INVESTMENT: Case Summary & 12 Unsecured Creditors -------------------------------------------------------- Debtor: Fuller Investment Group, LLC d/b/a Amodernary Furniture Designs 6032 Union Pacific Avenue Charlotte, NC 28210 Business Description: Fuller Investment Group, LLC, doing business as Amodernary Furniture Designs, is a luxury modern furniture retailer based in Charlotte, North Carolina. Founded in 2017, the Company offers a curated selection of contemporary furniture, lighting, and accessories for residential and commercial spaces. It operates two showrooms in Charlotte and provides interior design services to clients. Chapter 11 Petition Date: May 18, 2025 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 25-30505 Judge: Hon. Ashley Austin Edwards Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 212 N. McDowell Street Suite 200 Charlotte, NC 28204 Tel: 704-944-6560 Fax: 704-944-0380 E-mail: rwright@mwhattorneys.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million Carlos A. Fuller signed the petition as president. A full-text copy of the petition, which includes a list of the Debtor's 12 unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/EIS5IGA/Fuller_Investment_Group_LLC__ncwbke-25-30505__0001.0.pdf?mcid=tGE4TAMA GEORGIA VASCULAR: Hearing to Use Cash Collateral Set for June 4 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, is set to hold a hearing on June 4 to consider final approval of Georgia Vascular Specialists, P.C.'s motion to use cash collateral. The Debtor's authority to access cash collateral pursuant to the court's May 16 interim order will expire on the date of the final hearing. The May 16 order authorized the Debtor to use cash collateral to fund pre-bankruptcy and post-petition payments to its employees for the most recent payroll period beginning on May 4 through and including May 17. The interim order also allowed the company to pay from the cash collateral the amount owed on its medical malpractice insurance policy with The Doctors’ Company. The Debtor, led by Dr. James M. Poindexter Jr., operated primarily out of Atlanta Medical Center, which previously accounted for approximately 90% of its revenue. The practice suffered major setbacks due to the COVID-19 pandemic, which caused a sharp drop in patient volume, as well as the closure of AMC in October 2022. Additional challenges followed, including the departure of all other vascular surgeons, Dr. Poindexter's own health issues, the retirement of key administrative staff, and substantial reductions in insurance reimbursements—some of which were clawed back years after the services were rendered. These events collectively destabilized the practice and led to significant cash flow problems and mounting debt. In total, the Debtor owes approximately $2.64 million to secured creditors, including JPMorgan Chase Bank (under two lines of credit), TCF Equipment Finance (under an equipment lease), and the U.S. Small Business Administration (under an Economic Injury Disaster Loan). These creditors may hold interests in the Debtor's cash collateral as defined by the Bankruptcy Code. About Georgia Vascular Specialists Georgia Vascular Specialists, P.C. provides vascular medicine and surgical services, including minimally invasive and traditional procedures for arterial, venous, and lymphatic conditions. The practice operates an accredited vascular ultrasound lab, ambulatory wound care services, and vein treatments, and offers inpatient care at Piedmont Hospital and Atlanta Medical Center. Founded in 1989, the company is based in Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-55352) on May 13, 2025. In the petition signed by James M Poindexter Jr., CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Benjamin Keck, Esq., at Keck Legal, LLC, represents the Debtor as bankruptcy counsel. GREAT OUTDOORS: S&P Alters Outlook to Negative, Affirms 'BB-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Springfield, Mo.-based retailer Great Outdoors Group LLC to negative from stable and affirmed all its ratings on the company, including the 'BB-' issuer credit rating. The negative ratings outlook reflects S&P's expectation that its S&P Global Ratings-adjusted leverage will remain about 5x through the end of 2025. The outlook also reflects the uncertain economic environment, particularly tariff rates and their duration, along with risks to discretionary consumer spending on outdoor apparel, equipment, and associated products. Persistently weak consumer discretionary spending trends and tariff uncertainty could curtail Great Outdoors' operating performance. S&P said, "We anticipate customer discretionary spending levels will remain relatively weak through the year, particularly among lower-income consumers. However, we expect sales growth for Great Outdoors to be modestly positive in the low-single-digit percent area this year, an improvement from the low-single-digit percent sales decline in 2024, as the company continues to grow its store base, with five new openings planned for 2025, while improving comparable same-store sales growth. Great Outdoors successfully diversified its supply chain to regions outside of China in recent years, but we believe its international imports remain exposed to countries who will continue to face tariffs over the near term. While we forecast tariffs will likely reduce its S&P Global Ratings-adjusted EBITDA margins over the next 12 months if fully and effectively implemented, there remains uncertainty about their longer-term impact on the company's operating performance given the unpredictability around rates and duration, as well as the company's ability to mitigate the effects as the situation rapidly evolves." S&P Global Ratings believes there is a high degree of unpredictability around policy implementation by the U.S. administration and possible responses--specifically with regard to tariffs--and the potential effect on economies, supply chains, and credit conditions around the world. As a result, S&P's baseline forecasts carry a significant amount of uncertainty. As situations evolve, S&P will gauge the macro and credit materiality of potential and actual policy shifts and reassess its guidance accordingly. S&P said, "We forecast S&P Global Ratings-adjusted leverage of 5x through 2025, moderating to the mid-4x area in 2026. Great Outdoors' S&P Global Ratings-adjusted EBITDA remained pressured during the first quarter due to higher-than-expected costs of goods, weather-related disruptions, and markdowns implemented to reduce excess inventory. As such, we expect the company to end 2025 with leverage of 5x, compared with our previous leverage projection in the low-4x area, due to S&P Global Ratings-adjusted EBITDA margin contraction below our base case. We believe Great Outdoors' inventory levels have improved materially following its recent price markdowns, which should reduce the need for additional promotional activity and discounting initiatives for the remainder of the year. In our view, persistent cost volatility within the industry could lead consumers to curtail spending, limiting the company's ability to increase its prices materially as a mechanism to offset higher costs. We view Great Outdoors' addressable market as more limited and potentially volatile relative to other retailers. As a result, we continue to apply a negative comparable ratings adjustment to the rating." Great Outdoors' positive free cash flow generation, sizeable cash balance, and borrowing availability under its asset-based lending (ABL) facility provide it with a cushion to our credit metrics. S&P said, "We continue to view Great Outdoors' liquidity as adequate, which incorporates meaningfully positive free operating cash flow (FOCF) generation and management's focus on maintaining financial flexibility. Our assessment also incorporates the company's recent amend-and-extend of its credit facilities in January 2025, which included the upsizing and repricing of its first-lien senior secured term loan facility by $400 million to $4.915 billion, now due 2032, and its $1.2 billion ABL facility, which was extended to 2030." As a result of the repricing, the company was able to achieve meaningful pricing improvement, roughly offsetting the increased cost of the term loan upsize. As of March 29, 2025, the company had combined cash and ABL availability of more than $1.5 billion. S&P said, "The negative ratings outlook reflects our expectation that Great Outdoors' S&P Global Ratings-adjusted leverage will remain about 5x through the end of 2025. The outlook also reflects the uncertain economic environment, particularly tariff rates and their duration, along with risks to discretionary consumer spending on outdoor apparel, equipment, and associated products." S&P could lower its ratings on Great Outdoors if: -- Operating performance deteriorates such that S&P expects S&P Global Ratings-adjusted leverage will remain above 5x through the first half of 2026; or -- S&P expected EBITDA margins to decline below its base case, likely due to a sustained weaker competitive position within its markets and an inability to mitigate tariff-induced cost increases or other macroeconomic headwinds. S&P could revise its outlook to stable if: -- Operating performance tracks in line with S&P's base case, leading to consistent S&P Global Ratings-adjusted EBITDA margins; and -- The company sustains S&P Global Ratings-adjusted leverage below 5x. HAVOC BREWING: Hires Buckmiller & Frost as Counsel -------------------------------------------------- Havoc Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Buckmiller & Frost, PLLC to handle the Chapter 11 proceedings. The firm will be paid at these rates: Matthew W. Buckmiller $400 per hour Joseph Z. Frost $375 per hour Yorlibeth Martinez $300 per hour Paralegals, Law Clerks, & Staff $65 to $160 per hour The firm received from the Debtor a retainer of $15,000. Buckmiller & Frost is a disinterested person within the meaning of Sec. 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Joseph Z. Frost, Esq. Buckmiller & Frost, PLLC 4700 Six Forks Road, Suite 150 Raleigh, NC 27609 Tel: (919) 296-5040 Fax: (919) 977-7101 Email: jfrost@bbflawfirm.com About Havoc Brewing Company, LLC Havoc Brewing Company, LLC is a veteran-owned craft brewery based in Pittsboro, N.C. Founded in 2023, the company operates a 6,500-square-foot taproom that features award-winning beers, a coffee bar, and regular community events such as trivia nights, live music, and food trucks. Havoc Brewing Company sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 25-01498) on April 25, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Pamela W. McAfee handles the case. The Debtor is represented by Joseph Z. Frost, Esq., at Buckmiller & Frost, PLLC. HUB INTERNATIONAL: S&P Raises ICR to 'B+' On Expected Deleveraging ------------------------------------------------------------------ S&P Global Ratings raised its long-term issuer credit rating on Hub International Ltd. (Hub) to 'B+' from 'B'. S&P also raised its issue ratings on its senior secured debt and senior unsecured debt to 'B+' and 'B', respectively, from 'B' and 'B-'. The stable outlook reflects S&P's expectation for Hub to sustain its leading middle-market competitive position and operating performance trend. S&P said, "The upgrade reflects our belief that Hub's financial risk profile will benefit from a deleveraging trend that we consider to be enduring. Our updated assessment of the company's credit profile reflects the use of internally generated cash and funds raised in connection with a $1.6 billion minority equity investment (via a consortium of new and existing investors) to drive growth needs. This also supports a sustainable deleveraging trend through 2026, given its strategic intent and evolving financial policy mindset about the forward composition of its currently highly leveraged capital structure through 2026. We estimate Hub's financial leverage and EBITDA interest coverage will improve toward 5.5x-6.0x and 2.5x-3.0x, respectively, through 2026. "We expect Hub to demonstrate sustained favorable performance and growing internal cash flow. We forecast Hub's revenue will modestly exceed $5.5 billion for 2025 and $6.0 billion for 2026, with steady EBITDA margins of 34%-35%. This will drive cash flow from operations to $535 million-$555 million in 2025 and $760 million-$780 million in 2026, respectively. Combined with liquidity bolstered by its recently announced equity infusion, we see Hub's need for incremental borrowing to fund growth being significantly limited." Hub maintains a well-established market presence in the U.S. (about 80% of revenue; No. 5 insurance broker) and Canada (about 20%; No. 1). S&P believes Hub's competitive position is supported by meaningful scale, scope, and diversity enhancements across its retail-commercial/personal, and wholesale/specialty segments via a combination of steady organic expansion and acquisition activity. This enables profitable growth while positioning Hub among the leaders in its category. The company continues to strengthen its focus on industry verticals, expanding its specialty capabilities via the greater use of MGA Resource to establish a presence in the retirement/wealth segment. S&P believes these developments at scale have positioned Hub above most of its direct middle-market competitors. S&P said, "The stable outlook reflects our view that Hub will sustain its robust growth and steady operating performance through 2026, with a continued deleveraging trend. We believe the new equity investment will provide significant near-term liquidity to fund growth and related operational initiatives. "We could lower the ratings through 2026 if Hub experiences meaningful credit metric erosion from a shift in financial policy or weaker operating performance, leading to materially slower revenue growth and EBITDA margin compression." This would result in financial leverage and coverage migrating to run-rate levels of 7.5x and about 2.0x, respectively. While unlikely through 2026, an upgrade would be driven by sustained improvements in Hub's competitive position (including improved scale, scope, and diversity) and sustained at 4.0x- 5.0x and 3.0x-6.0x, respectively. IAC INC: S&P Upgrades ICR to 'BB' Following Spin-Off of Angi Inc. ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based IAC Inc. to 'BB' from 'BB-' and removed all ratings from CreditWatch, where S&P placed them with positive implications on Nov. 15, 2024. The stable outlook reflects IAC's sizable cash and monetizable investments, despite our expectation that leverage will be elevated about 6x in 2025 with free operating cash flow (FOCF) to debt of about 3.4%. S&P said, "We view IAC's business more favorably following its recent spin-off of Angi. Angi became a fully independent company in March 2025. Whereas we previously derived our view of IAC's business from both Angi and Dotdash, our assessment now is primarily driven by Dotdash, which we view as stronger than Angi. Dotdash has a portfolio of more well-known brands, greater diversity of customer verticals, larger scale, and a higher percentage of organic user traffic. Dotdash also has stronger S&P Global Ratings-adjusted EBITDA margins of 20% compared with 10% at Angi. "However, our view of IAC's remaining businesses (including Care.com, Ask Media Group, Vivian Health, The Daily Beast, and IAC Films) slightly dampens our overall assessment of the business compared with Dotdash on a stand-alone basis. This is due to lower margins and scale in its Care.com business, rapidly declining EBITDA in its Search business due to ongoing reductions in marketing from affiliate partners and declining search queries, and negative EBITDA in its emerging and other business lines. As a result, IAC's consolidated S&P Global Ratings-adjusted EBITDA margins are 10%-12%. "IAC's large cash balance and monetizable investments support the current rating. We expect IAC will end 2025 with about $1.2 billion of cash on its balance sheet and expect it to generate about $35 million of FOCF in 2025. Cash flow is muted in 2025 due to costs associated with the spin-off of Angi, $43.1 million in expenses associated with its lease termination at Dotdash Meredith, and potential earnings pressure given macroeconomic uncertainty. We expect FOCF to improve to about $111 million in 2026." The company's cash on hand and expected cash flow generation will provide it with more-than-sufficient liquidity to meet its upcoming operating and fixed-charge obligations. This provides IAC with a buffer in its credit metrics at the current rating and somewhat offsets our expectation for elevated gross leverage of about 6x in 2025 and FOCF to debt of about 3.4%. S&P expects the company will continue to use its liquidity position to make share repurchases, having completed around $200 million year to date. S&P said, "We also believe the company's 23.1% stake in MGM Resorts International--valued at $1.9 billion as of March 31, 2025--provides it with additional credit strength. Although we do not project IAC will sell down its stake in MGM in the near term, it could sell a portion of its equity in MGM to offset losses at any of its portfolio companies, strengthen its liquidity, repurchase a portion of its debt, or fund acquisitions without the need to increase its leverage. "The stable outlook reflects IAC's sizable cash and monetizable investments despite our expectation that its leverage will be elevated at about 6x in 2025 with FOCF to debt of about 3.4%." S&P could lower its rating on IAC over the next 12 months if: -- It materially depletes its significant cash or investment balances, each of which currently contributes one notch to the rating; -- Its operating performance deteriorates significantly because of greater competition or a prolonged economic downturn that hinders the performance of Dotdash Meredith and/or its other businesses, leading to sustained EBITDA declines; or -- The company pursues acquisitions or spin-offs that lead to a less favorable view of the business or a significant deterioration in credit metrics. S&P said, "Although unlikely over the near term, we could raise our rating on IAC if our view of the business improves, which would require increased scale and business diversification. We believe this would most likely be achieved through accretive acquisitions." INTELSAT S.A.: S&P Withdraws 'B+' Issuer Credit Rating ------------------------------------------------------ S&P Global Ratings withdrew all of its ratings on Intelsat S.A., including the 'B+' issuer credit rating, at the issuer's request. At the time of the withdrawal, S&P's ratings on the company were on CreditWatch, where S&P placed them with positive implications on May 3, 2024. JAGUAR HEALTH: Streeterville Entities Hold 6.7% Equity Stake ------------------------------------------------------------ Streeterville Capital LLC, Streeterville Management, LLC, and John M. Fife disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of May 8, 2025, they beneficially owned 45,478 shares of Jaguar Health, Inc.'s common stock, par value $0.0001 per share. These shares, held directly by Streeterville Capital LLC and indirectly by the other reporting persons, represent approximately 6.7% of the 674,043 shares outstanding as of March 31, 2025 (as disclosed in the Company's Form 10-K filed on that date). Streeterville may be reached through: John Fife, President 303 East Wacker Drive, Suite 1040 Chicago, IL 60601 Tel: 312-297-7000 A full-text copy of Streeterville's SEC report is available at: https://tinyurl.com/mueknz4v About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial-stage pharmaceuticals company focused on developing novel, plant-based, sustainably derived prescription medicines for people and animals with gastrointestinal ("GI") distress, including chronic, debilitating diarrhea. Jaguar Health's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary plant-based human pharmaceuticals from plants harvested responsibly from rainforest areas. The Company's crofelemer drug product candidate is the subject of the OnTarget study, a pivotal Phase 3 clinical trial for prophylaxis of diarrhea in adult cancer patients receiving targeted therapy. Larkspur, California-based RBSM, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company, since its inception, has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $346.5 million as of December 31, 2024. As of Dec. 31, 2024, the Company had $53.4 million in total assets, $44.4 million in total liabilities, $2.5 million in commitments and contingencies and a total stockholders' equity of $6.5 million. JM GROVE: Unsecured Creditors to Split $6K over 5 Years ------------------------------------------------------- JM Grove, LLC, filed with the U.S. Bankruptcy Court for the District of Kansas a Plan of Reorganization dated May 5, 2025. The Debtor operates a bar and grill at the intersection of roughly Shawnee Mission Parkway and Pflumm Road in Shawnee, Kansas. The location change in 2021 impacted profitability. There was an ownership change in 2022 that also affected continuity of business operations. COVID-19 decreased revenues. The Debtor hired additional management that did not improve profitability. The Debtor has reduced the management positions which has improve the bottom line. The Debtor proposes to pay the priority claim of the Internal Revenue Service. The Debtor intends to file some missing returns, and the Debtor has estimated that the priority claim of the Internal Revenue Service at $185,000. The Debtor also will pay the priority claims for the Kansas Department of Revenue and Department of Labor. The Debtor will pay the secured claim of the Small Business Administration. The Debtor will pay unsecured creditors $6000 total on a pro-rata basis with monthly payments of $100.00 per month. Class 5 consists of General Unsecured Claims. Monthly payment of $100.00 from August 1, 2025 to July 1, 2030 to be disbursed pro rata. However, the Debtor reserves the right to make annual payments to certain creditors if the creditor's pro-rata payments total $15.00 or less annually. Total payments shall be $6,000. No interest to be paid. This Class is impaired. The Debtor's Chapter 11 plan will be implemented from ongoing business operations, collection against third parties, collection on insurance company, and contributions from the equity interest holder of the Debtor. A full-text copy of the Plan of Reorganization dated May 5, 2025 is available at https://urlcurt.com/u?l=pAbe33 from PacerMonitor.com at no charge. About JM Grove LLC JM Grove, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 25-20111) on Feb. 4, 2025, listing between $50,001 and $100,000 in assets and between $100,001 and $500,000 in liabilities. Jordan Grove, a member of JM Grove, signed the petition. Judge Dale L. Somers oversees the case. The Debtor is represented by: Colin N. Gotham, Esq. Evans & Mullinix, P.A. Tel: 913-962-8700 Email: cgotham@emlawkc.com JUNK SHUTTLE: Gets Final OK to Use Cash Collateral -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division issued a final order authorizing Junk Shuttle, LLC to use cash collateral. Since no objections or responses to the company's motion to use cash collateral were filed by the April 23 deadline, the court did not hold a final hearing and instead approved the terms of its second interim order on a final basis. All previously approved "adequate protection" payments cannot be extended beyond the term of the budget and further treatment must be governed by Junk Shuttle's confirmed Subchapter V reorganization plan, according to the final order. About Junk Shuttle Junk Shuttle, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No. 24-34738) on December 16, 2024, listing between $50,001 and $100,000 in assets and between $500,001 and $1 million in liabilities. Jennifer McLemore, Esq., at Williams Mullen serves as Subchapter V trustee. Judge Keith L. Phillips oversees the case. Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner & Beran, PLC represent the Debtor as legal counsel. KLE EQUIPMENT: Case Summary & 16 Unsecured Creditors ---------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- KLE Equipment Leasing LLC (Lead Case) 25-22922 6991 State Road 76 Neenah, WI 54956 Olson Equipment Leasing, LLC 25-22923 500 N. 3rd St Wausau, WI 54403 Wausau Office Space LLC 25-22925 N1545 County Road W Merrill, WI 54452 ECI, Inc. 25-22929 Elite Carriers, LLC 25-22931 Business Description: KLE Equipment Leasing LLC and its affiliated debtors operate transportation, logistics, and commercial motor vehicle leasing businesses. The Company expanded operations by forming new entities to manage various segments of its logistics business, including over-the-road semi-truck transportation, logistics brokerage services, commercial vehicle leasing, and vehicle repairs. Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Eastern District of Wisconsin Judge: Hon. G Michael Halfenger Debtors' Counsel: Jerome R. Kerkland, Esq. KERKMAN & DUNN 839 N. Jefferson St., Ste. 400 Milwaukee, WI 53202-3744 Tel: 414-277-8200 Email: jkerkman@kerkmandunn.com Lead Debtor's Estimated Assets: $10 million to $50 million Lead Debtor's Estimated Liabilities: $10 million to $50 million The petitions were signed by Kirk L. Ecklund as president. Full-text copies of three of the Debtors' petitions are available for free on PacerMonitor at: https://www.pacermonitor.com/view/VIYKUBI/KLE_Equipment_Leasing_LLC__wiebke-25-22922__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2AQYTTI/Olson_Equipment_Leasing_LLC__wiebke-25-22923__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2Y5ONFI/Wausau_Office_Space_LLC__wiebke-25-22925__0001.0.pdf?mcid=tGE4TAMA List of KLE Equipment's 16 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Ascentium Capital, LLC $155,307 Att: Current Officer P.O. Box 11407 Birmingham, AL 35246 Tel: 281-883-0153 2. BMO Harris Bank. N.A. $186,918 Attn: President P.O. Box 71810 Chicago, IL 60603 Attorney Nicholas Hahn Email: nhahn@gklaw.com Phone: 866-491-0103 3. Daimler Truck $2,990,833 Financial Services, LLC Att: Current Officer P.O. Box 4161 Carol Stream, IL 60197 Stephanie McAdoo Email: stephanie.mcadoo @daimlertruck.com Phone: 877-294-9679 4. Daimler Truck $868,275 Financial Services, LLC Attn: Current Officer P.O. Box 4161 Carol Stream, IL 60197 5. Equify Financial $347,719 Attn: Current Officer 777 Main St, Suite 3900 Fort Worth, TX 76102 Tel: 817-490-6800 6. Financial Pacific Leasing Unknown Att: Current Officer P.O. Box 848779 Los Angeles, CA 90084 Tel: 800-447-7107 7. GM Financial Leasing $3,978 Attn: Current Officer P.O. Box 78143 Phoenix, AZ 85062 Tel: 800-869-3557 8. Maslon LLP $0 Att: Current Officer 3300 Wells Fargo Center 90 S. Seventh St Minneapolis, MN 55402 Tel: 612-916-9555 9. Mitsubishi HC $742,491 Capital America, Inc. Att: Current Officer One Pierce Place, Suite 1100 Itasca, IL 61043 Tel: 800-680-3002 10. Siemens Financial $325,163 Services, Inc. Att: Current Officer P.O. Box 2083 Carol Stream, IL 60132 Tel: 866-249-4496 11. Stoughton Trailers $2,455,058 Acceptance Corp. Attn: Current Officer P.O. Box 689451 Chicago, IL 60695 Tel: 608-873-2541 12. The Huntington $128,941 National Bank Attn: President 1601 S. Webster Ave Green Bay, WI 54301 Tel: 614-331-2455 13. VFS Leasing Co. Unknown Attn: Current Officer P.O. Box 26131 Greensboro, NC 27402 14. Volvo Financial Services $285,584 Attn: Current Officer P.O. Box 7247-0236 Philadelphia, PA 19170 Tel: 877-865-8623 15. Wallwork Financial $128,810 Attn: Current Officer 401 38th St. P.O. Box 628 Fargo, ND 58107 Tel: 800-680-3002 16. Wells Fargo Unknown Equipment Finance Attn: Current Officer P.O. Box 78143 Phoenix, AZ 85062 Rick Muller Email: rick.muller@wellsfargo.com Phone: 866-726-4714 KLE EQUIPMENT: Seeks Chapter 11 Bankruptcy in Wisconsin ------------------------------------------------------- On May 21, 2025, KLE Equipment Leasing LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of Wisconsin. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About KLE Equipment Leasing LLC KLE Equipment Leasing LLC is a Wisconsin-based equipment leasing company headquartered in Neenah. KLE Equipment Leasing LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No. 25-22922) on May 21, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge G Michael Halfenger handles the case. The Debtors are represented by Nicholas Kerkman, Esq. and Jerome R. Kerkman, Esq. at Kerkman & Dunn. KTRV LLC: Seeks $4MM DIP Loan From Bedrock Industries ----------------------------------------------------- KTRV LLC and affiliates asked the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and obtain post-petition financing. The Debtors seek to obtain a $4 million debtor-in-possession loan from Bedrock Industries Investco 1 LLC, their prepetition lender. $2.7 million will be made available upon entry of the interim order. The proposed financing will be used to fund critical operational expenses, including payroll, vendor payments, and other costs necessary to preserve the going-concern value of the business while the Debtors pursue an orderly asset sale. The Debtors are privately-held coal producers operating in the Appalachian coal basin, with mining and processing operations in Pennsylvania and Maryland. Their sole holding company, KTRV LLC, owns 100% of Heritage Coal & Natural Resources, LLC, which owns and operates five active or idled coal mining sites and an operating wash plant. As of the bankruptcy filing on March 30, the Debtors faced significant liquidity challenges and did not have enough unencumbered cash to fund ongoing operations. To avoid immediate operational shutdown and employee layoffs, they filed for Chapter 11 and sought post-petition financing from Bedrock. Prior to the bankruptcy filing, Bedrock had provided financing to the Debtors through a series of loan agreements, including a promissory note and security agreements, all of which were secured by substantially all of the Debtors’ assets. In January, the Debtors and Bedrock entered into a forbearance agreement, under which Bedrock agreed to delay exercising remedies while the Debtors explored restructuring alternatives. In exchange, Bedrock received additional collateral. These pre-bankruptcy obligations and liens are deemed valid and enforceable, and Bedrock holds senior secured claims over assets that include cash, equipment, and vehicles. In addition to Bedrock's liens, several other secured parties—such as Cleveland Brothers Equipment, Caterpillar Financial Services, Wells Fargo, and GM Financing—hold purchase money security interests or liens on specific pieces of equipment and vehicles. The Debtors also seek authority to grant Bedrock administrative superpriority claims and liens on collateral, as well as to modify the automatic stay to allow the DIP lender and the Debtors to implement the terms of the DIP loan. About KTRV LLC KTRV, LLC is a Delaware holding company whose sole asset is its membership interest in Heritage Coal & Natural Resources, LLC, a Pennsylvania limited liability company. HCNR owns and operates five coal mines and related operations in Pennsylvania and Maryland. KTRV LLC and HCNR sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10601) on March 30, 2025. The petitions were signed by Brian Ryniker as chief restructuring officer. In the petitions, KTRV LLC reported estimated assets of $50 million to $100 million and estimated liabilities of $50 million to $100 million while HCNR reported estimated assets of $100 million to $500 million and estimated liabilities of $100 million to $500 million. The Debtors are represented by Morris James LLP. The Debtors' restructuring advisor is RKC, LLC doing business as RK Consultants LLC, and their claims and noticing agent is Stretto Inc. Bedrock Industries Investco 1 LLC, as lender, is represented by: Christopher M. Samis, Esq. Aaron H. Stulman, Esq. Ethan H. Sulik, Esq. Potter Anderson & Corroon, LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 csamis@potteranderson.com astulman@potteranderson.com esulik@potteranderson.com -- and -- Andrew I. Silfen, Esq. Beth M. Brownstein, Esq. Patrick Feeney, Esq. Carolyn Indelicato, Esq. ArentFox Schiff, LLP 1301 Avenue of the Americas, 42nd Floor New York, NY 10019 Telephone: (212) 484-3900 Facsimile: (212) 484-3990 andrew.silfen@afslaw.com beth.brownstein@afslaw.com patrick.feeney@afslaw.com carolyn.indelicato@afslaw.com KW LAND: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: KW Land Company, LLC 935 Riverside Ave Suite 15 Paso Robles CA 93446 Business Description: KW Land Company, LLC engages in crop farming operations in Paso Robles, California. Chapter 11 Petition Date: May 20, 2025 Court: United States Bankruptcy Court Northern District of California Case No.: 25-50764 Debtor's Counsel: Jane Kim, Esq. KELLER BENVENUTTI KIM LLP 425 Market Street, 26th Floor San Francisco CA 94105 Tel: (415) 496-6723 Email: jkim@kbkllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lakhvir Sran as manager. The Debtor has disclosed having no non-insider creditors holding unsecured claims. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/PMZ62IY/KW_Land_Company_LLC__canbke-25-50764__0001.0.pdf?mcid=tGE4TAMA KYTTO ENTERPRISE: Seeks to Hire Tamarez CPA LLC as Accountant ------------------------------------------------------------- Kytto Enterprise, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Tamarez CPA, LLC as accountant. The firm will render these services: a) reconcile financial information to assist the Debtor in the preparation of monthly operating reports; b) assist in the reconciliation and clarification of proof of claims filed and amount due to creditors; c) provide general accounting and tax services; and d) assist the Debtor and its counsel in the preparation of the supporting documents for the Joint Chapter 11 Reorganization Plan. The firm will be paid at these hourly rates: Albert Tamarez-Vasquez, CPA CIRA $165 CPA Supervisor $110 Senior Accountant $90 Staff Accountant $70 In addition, the firm will seek reimbursement for expenses incurred. The firm received a post-petition retainer in the total amount of $10,000. Albert Tamarez Vasquez, CPA, owner of Tamarez CPA, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Albert Tamarez Vasquez, CPA Tamarez CPA, LLC 1519 Ave. Ponce De Leon, Suite 412 San Juan, PR 00909 Telephone: (787) 795-2855 Facsimile: (787) 200-7912 Email: atamarez@tamarezcpa.com About Kytto Enterprise, Inc. Kytto Enterprise Inc., operating as Sushi Kytto Bar International Steak House and Sushi Kytto Juncos, operates Japanese sushi restaurants and steakhouse establishments across multiple locations in Puerto Rico, with its principal place of business located in Gurabo. Kytto Enterprise Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 25-01382-11) on March 28, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by Javier Vilarino at VILARINO & ASSOCIATES LLC. LEISURE INVESTMENTS: Dolphin Deaths Prompt Defense from Ex-CEO -------------------------------------------------------------- Steven Church and Jonathan Randles of Bloomberg News report that a fifth dolphin has died within a year at a marine park owned by The Dolphin Company, as a leadership dispute escalates between company executives and lender-appointed managers amid bankruptcy. U.S.-based independent managers reported being unable to obtain support from veterinarians in Mexico, where CEO Eduardo Albor retains control of the company's headquarters and several facilities. Meanwhile, operational control of parks in the U.S., Europe, and the Caribbean has shifted to managers installed by the company's lenders, the report states. About Leisure Investments Holdings Leisure Investments Holdings LLC and affiliates are operating under the name "The Dolphin Company," manage over 30 attractions, including dolphin habitats, marinas, water parks, and adventure parks, located in eight countries across three continents. Their primary operations are based in Mexico, the United States, and the Caribbean, with locations in Jamaica, the Cayman Islands, the Dominican Republic, and St. Kitts. These attractions are home to approximately 2,400 animals from more than 80 species of marine life, including a variety of marine mammals such as dolphins, sea lions, manatees, and seals, as well as birds and reptiles. As of 2023, the marine mammal population at the Debtors' parks includes roughly 295 dolphins, 51 sea lions, 18 manatees, and 18 seals. Leisure Investments Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case 25-10606) on March 31, 2025. In its petition, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. Honorable Bankruptcy Judge Laurie Selber Silverstein handles the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel; Riveron Management Services, LLC as restructuring advisor; and Kurtzman Carson Consultants, LLC d/b/a Verita Global, as claims & noticing agent. MOM CA: Court Extends Cash Collateral Access to June 10 ------------------------------------------------------- MOM CA Investco, LLC and affiliates received fourth interim approval from the U.S. Bankruptcy Court for the District of Delaware to use cash collateral through June 10 to pay their expenses. The companies were authorized to use cash collateral to pay ordinary and necessary business expenses as set forth in the budget, with a 25% variance limit per week. As protection for the use of their cash collateral, lenders were granted replacement liens on assets of the companies to the same extent and with the same validity, priority and enforceability as their pre-bankruptcy liens. The companies' right to use cash collateral terminates on June 10 unless extended by court order or lender agreement. A final hearing is scheduled for June 10. About MOM CA Investco LLC MOM CA Investco LLC and affiliates constitute a real estate joint venture comprised of a portfolio of commercial properties owned by the Debtors. The properties that make up the portfolio include hotels, an apartment complex, office buildings, other commercial real estate, and individual homes used as luxury vacation rentals. The Debtors have requested joint administration of their Chapter 11 cases under lead Case No. 25-10321 (Bankr. D. Del. in MOM CA Investco LLC). In the petition signed by Mark Shinderman, chief restructuring officer, the Debor disclosed up to $500 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the case. The Debtors tapped Buchalter, A Professional Corporation as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as bankruptcy co-counsel; and FTI Consulting, Inc. as restructuring advisor. NATIONAL CAMPUS: S&P Affirms 'BB' Rating on Housing Revenue Bonds ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' long-term rating on California School Finance Authority's $65.4 million series 2021 college housing revenue bonds, issued on behalf of National Campus & Community Development Corp. (NCCD)-Santa Rosa Properties LLC (the borrower). The outlook is stable. S&P said, "We have analyzed the project's social and governance factors related to market position and financial performance; we view these factors as neutral in our credit rating analysis. Although environmental risks in California are typically elevated given the state's exposure to extreme weather conditions such as drought and wildfires, the district has not been affected by any recent major fires and we believe California's robust building codes for educational buildings substantially mitigate any elevated seismic risk." The stable outlook reflects S&P's expectation that the project will continue to operate near current occupancy levels and that DSC will either meet or surpass the 1.2x DSC covenant over the near term coupled with no near-term additional debt plans. Credit factors that could lead to a negative rating action include lower-than-targeted occupancy anticipated and if the college were to experience significant declines in enrollment that, in turn, impair anticipated project demand and occupancy. S&P could consider a positive rating action if the project consistently maintains occupancy within projected levels while demonstrating its ability to generate healthy operations to support solid MADS coverage levels with modest college support. NEWKIRK NOSTRAND: Seeks to Hire Robert M. Marx as Legal Counsel --------------------------------------------------------------- Newkirk Nostrand East SPE Owner, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Robert M. Marx, Esq., an attorney practicing in Northport, New York, as bankruptcy counsel. The attorney will provide these services: (a) advise the Debtor of its rights, powers and duties; (b) negotiate with creditors of the Debtor, and work out a plan of reorganization and take the necessary legal steps to effectuate such a plan; (c) prepare the necessary legal papers required for the Debtor who seeks protection from its disputed and legitimate creditors under Chapter 11 of the Bankruptcy Code; (d) appear before the Bankruptcy Court to protect the interests of the Debtor and represent it in all matters pending before the court; (e) attend meetings and negotiate with representatives of creditors and other parties in interest; (f) advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of its assets; (g) represent the Debtor in connection with obtaining post-petition financing; (h) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; (i) perform all other legal services for the Debtor in this Chapter 11 case that may be necessary for the preservation of the its estate and to promote its best interests, its creditors, and the estate. The attorney will be billed at $250 per hour plus out-of-pocket expenses. Mr. Marx disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Robert M. Marx, Esq. 1019 Fort Salonga Rd., Ste. 10 Northport, NY 11768 About Newkirk Nostrand East SPE Owner, LLC Newkirk Nostrand East SPE Owner, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-41056) on March 4, 2025, listing up to $10 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. Robert M. Marx, Esq., represents the Debtor as legal counsel. NLC PRODUCTS: Hires Marcus & Millichap as Real Estate Broker ------------------------------------------------------------ NLC Products Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Marcus & Millichap Real Estate Investment Services as real estate broker. The firm will market and sell certain commercial real estate owned by the Debtor located at 218 Massengale Road, Clarksville, Arkansas 72830.. The firm will be paid a commission of 6 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: Steve Greer Marcus & Millichap Real Estate Investment Services 10527 Kentshire Ct. Suite B Baton Rouge, LA Tel: (225) 376-6729 About NLC Products Inc. NLC Products Inc. is a privately held company specializing in niche catalog and e-commerce retail. Based in Arkansas, it operates a range of brands across various lifestyle segments, including gifts, apparel, and specialty merchandise. One of its notable subsidiaries is SGT GRIT, a brand dedicated to United States Marine Corps-themed apparel and accessories, which NLC acquired to expand its patriotic and military-focused offerings. NLC Products Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 25-11264) on April 14, 2025. In its petition, the Debtor reported total assets of $4,144,606 and total liabilities of $3,997,628. Judge Phyllis M. Jones handles the case. The Debtor is represented by Kevin P. Keech, Esq., at Keech Law Firm, PA. NORTHERN LIBERTIES: Hires Robert J. Dudash Esq. as Attorney ----------------------------------------------------------- Northern Liberties Early Childhood LLC d/b/a Liberty Learning Center II seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Robert J. Dudash, Esq., a professional practicing law in Pennsylvania, as attorney. The attorney will provide these services: a. advise and represent the Debtor with respect to all matters and proceedings in the Chapter 11 case and prepare on its behalf necessary motions, applications, answers, orders, reports and other legal papers; b. assist the Debtor in all bankruptcy issues which may arise in the administration of its affairs, including representation at meetings of creditors, evaluation of assets, negotiation of creditors, interest groups, verification of claims, asset disposition and any official committee of unsecured creditors; c. assist the Debtor with the preparation of and confirmation of a Plan of Reorganization; d. assist the Debtor in the evaluation and prosecution of claims and litigation including continuing with those prepetition; e. provide legal services to general business and other necessary non-bankruptcy matters to the extent not replicative of any work provided by other professionals; and f. perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with the Chapter 11 case and its legal obligations. He will be paid a flat rate of $5,000. Mr. Dudash disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. He can be reached at: Robert J. Dudash, Esq. 5030 State Rd. Drexel Hill, PA 19026 About Northern Liberties Early Childhood LLC d/b/a Liberty Learning Center II Northern Liberties Early Childhood, LLC is a Philadelphia-based child day care services provider. It operates as Liberty Learning Center II. Northern Liberties Early Childhood filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 25-11173) on March 27, 2025. In its petition, the Debtor reported up to $50,000 in assets and between $50,000 and $100,000 in liabilities. Judge Derek J. Baker handles the case. The Debtor is represented by Robert J. Dupass, Esq. NRG ENERGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed NRG Energy, Inc.'s (NRG) Long-Term Issuer Default Rating at 'BB+'. The Rating Outlook is Stable. Fitch has also affirmed NRG's senior secured debt at 'BBB-' with a Rating Recovery of 'RR1' (including debt issued by Alexander Funding Trust II), senior unsecured at 'BB+'/'RR4', and preferred at 'BB-'/'RR6'. The affirmation considers NRG's announcement that it plans to acquire from LS Power Equity Advisors, LLC (LS Power) 13 GW of natural gas generation facilities in PJM Interconnection (PJM) and Electric Reliability Council of Texas (ERCOT) and a 6 GW commercial and industrial virtual power plant platform. The transaction is valued at approximately $12.0 billion, including $3.2 billion of assumed subsidiary debt. If consummated as outlined, the acquisition will result in an immediate step change to NRG's leverage. The company's strong cash flow is expected to provide opportunities for debt pay down. As a result, Fitch expects the company to return to within its downgrade threshold of EBITDA gross leverage of 3.5x within 24 months of transaction close. Key Rating Drivers Leveraging Transaction: NRG plans to finance the transaction with $2.8 billion of NRG stock issued to LS Power and $6.4 billion cash which Fitch expects to be comprised of newly issued secured and unsecured debt. The transaction value incorporates approximately $0.4 billion net present value (NPV) of tax benefits generated directly as a result of the transaction. The transaction is expected to close 1Q26, subject to regulatory approvals. Fitch expects NRG's post close EBITDA gross leverage to increase to approximately 4.3-4.4x as per Fitch's calculation versus the prior expectation of approximately 3.0x, and significantly outside its downgrade threshold of 3.5x. The company is targeting $3.7 billion to debt paydown over 24 months-36 months after close, with a focus on returning to less than 3.0x net debt to adjusted EBITDA as per the company's calcualtions. Fitch's 3.5x leverage threshold is calculated on a gross debt basis, includes NRG's series A preferred stock (50% equity credit) and makes no EBITDA adjustments for merger or synergy costs. Shift in Asset Ownership Strategy: NRG's planned acquisition of generating assets is a significant shift from the customer focused nature of prior major acquisitions, Direct Energy (2020) and Vivint Smart Home (2022). Separately, the company recently announced the acquisition of 738 MW of ERCOT gas-fired generation assets from Rockland Capital for a purchase price of $560 million and that it is in due diligence with three new build generation assets in ERCOT. After a period of being short generation in most of its markets, the company has decided to pursue lengthening its generation portfolio in the face of significantly higher demand and escalating power prices. As a result of the asset acquisitions NRG will be long in both ERCOT and PJM markets. While the addition of physical assets removes risk related to being short power, NRG will now be exposed to other risks such as merchant prices for excess generation, fuel supply and plant operations. The increased ownership of physical generation may provide NRG the ability to reduce collateral postings, which is a positive. Capital Allocation Plan: Fitch expects NRG to continue an active capital allocation plan. The company therefore is expected to follow through on its previously announced commitment to buy back $1.3 billion of stock in 2025. After which, the company expects to buy back $1 billion annually over the forecast period until it has reached 3.0x net debt to adjusted EBITDA as per the company's calculations. Non-Recourse Subsidiary Debt: The LS Power acquisition includes Lighting Power, LLC which has $3.2 billion of nonrecourse debt. Lightning Power will be an excluded project subsidiary under NRG's credit agreement. While NRG debt is technically subordinated to Lightning debt, Fitch does not anticipate significant restrictions in NRG's ability to upstream cash. As a result, Fitch has evaluated NRG credit metrics on a consolidated basis. Significant Load Growth Expected: NRG expects to benefit from the increasing demand for electricity from data centers. In addition to increased utilization of existing facilities, the company is in discussions regarding redevelopment of retired power facilities. Fitch has not incorporated potential benefits from or expenditures to support such activities, but Fitch expects NRG to develop these plans within its stated credit-metric goals. Improved Asset and Market Diversity: The acquired generation assets, will improve the NRG's fuel mix with the addition of more modern natural gas fired plants. It will also further reduce NRG's reliance on the ERCOT market. Fitch estimates that NRGs EBITDA attributed to the ERCOT will decline to approximately 40% from 50%. Additionally, Fitch estimates that Vivint, which provides security and smart home services, will decline to approximately 20% of total EBITDA from the expected 25%. Commodity Exposure: Despite the additional generation assets, as an integrated energy marketer NRG is still exposed to commodity risks. Unexpected differences in load forecasts, wholesale power markets, commodity prices and plant operations could have a significant impact on cash flow. Fitch expects NRG's existing ERCOT generation to be almost fully hedged in 2025, approximately 50% in 2026, and less than 25% in 2027. Recovery Analysis: Fitch applies a generic approach to rate and assign Recovery Ratings (RR) for issuers in the 'BB' rating category. As per Fitch criteria, first lien (Category 1) debt of issuers with an IDR of 'BB+' are assigned a 'RR1' and notched up one from the IDR. Unsecured debt is assigned a 'RR4' and is rated at the IDR. As a result, NRG secured debt is rated 'BBB-'/'RR1' and its unsecured debt is rated 'BB+'/'RR4'. Peer Analysis NRG is well positioned relative to Vistra Corp. (BB+/Stable) and Calpine Corporation (B+/RWP). NRG planned $12.0 billion acquisition of assets from LS Power will result in an immediate step change to the company's leverage. However, Fitch expects the company to return to within its downgrade threshold of EBITDA gross leverage of 3.5x within 24 months of transaction close. Fitch recent upgrades of Vistra reflects Fitch expectations that Vistra's gross EBITDA leverage will stay within 3.0x-3.5x from 2025 to 2027, driven by higher wholesale generation EBITDA and strong retail performance. Calpine's leverage to remain around 4.5x-5.0x. NRG assets acquisition will diversity NRG's cash flow sources. As a result, Fitch estimates that NRG's concentration in Texas will decline to 40% of EBITDA generation from approximately 50%. Vistra's portfolio is less diversified geographically than its peers, with 60% of its consolidated EBITDA from operations in Texas. Like NRG, Vistra benefits from ownership of large and well-entrenched retail electricity businesses in Texas. Calpine's retail business is much smaller. Key Assumptions - Completion of asset acquisition from LS Power valued at $12.0 billion including assumption of $3.2 billion debt and $.4 billion NPV of tax benefits; - LS Power asset acquisition funded with $2.8 NRG stock issued to LS Power and $6.4 billion cash to be funded with debt; - Acquisition of Rockland capital assets for $560 million to be funded with debt; - Dividend growth of 7%-9%, as per management's publicly stated forecast; - Stock buybacks of $1.3 billion in 2025, $1.0 billion thereafter until returning to less than 3.0x net debt to adjusted EBITDA per management's publicly stated forecast; - NRG retail gross margins remain in line with Fitch current expectations; - Continued practice of hedging retail energy load at signing; - Capacity revenue per past auction results; - Debt pay-down of $3.7 billion over 24 months-26 months after closing of LS Power transaction, consistent with publicly stated target net debt/adjusted EBITDA of 3.0x. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage exceeding 3.5x 24 months after transaction close; - Weaker power prices than Fitch expected or capacity auctions in core regions; - Unfavorable changes in regulatory constructs or rules in NRG's markets; - Aggressive growth, including mergers and acquisitions, or capital allocation strategy that reduces stability of cash flow. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA gross leverage under 3.0x on a sustainable basis; - Balanced allocation of FCF that maintains balance-sheet flexibility and leverage within stated goal; - Successful integration of newly acquired business and ability to meet synergy targets. Liquidity and Debt Structure Fitch considers NRG to have adequate liquidity. The company amended its revolving credit agreement in April 2024 to allow for the issuance of a $875 million term loan B, which it used to repay notes due in 2024 and reduce the convertible note principal. In October 2024, the company entered into an incremental term loan facility in the amount of $450 million, which the company used to repay amounts outstanding under Vivint's senior secured credit agreement and to pay the cash tender price for Vivint's senior secured notes. As of October 2024, the Vivint is no longer a ringfenced subsidiary. NRG's existing term loan and incremental term loan facilities have a final maturity date of April 2031. Additionally, NRG has a revolving credit facility, which extends to October 2029.There were not outstanding borrowings under the facility as of Dec. 31, 2024. In total, NRG has $5.4 billion of available liquidity as of Dec. 31, 2024, including a consolidated cash balance of $966 million. The company has a $500 million senior secured first lien note maturing in 2025, $900 million in 2027 and $821 million unsecured note due in 2028. Issuer Profile NRG is an unregulated, integrated power company producing and selling electricity, natural gas, and related products in major competitive power markets in the U.S. and Canada. Summary of Financial Adjustments NRG's series A preferred stock receive 50% equity credit, based on Fitch's Corporate Hybrids Treatment and Notching Criteria. The features supporting 50% equity credit include an ability to defer dividend payments for at least five years and the cumulative feature of deferred dividends. 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 ----------- ------ -------- ----- NRG Energy, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ senior secured LT BBB- Affirmed RR1 BBB- preferred LT BB- Affirmed RR6 BB- Alexander Funding Trust II senior secured LT BBB- Affirmed RR1 BBB- OFFSHORE SAILING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Offshore Sailing School, Ltd., Inc. 6338 Presidential Court Suite 201 Fort Myers, FL 33919 Business Description: Offshore Sailing School, Ltd., Inc. is a provider of sailing and powerboating instruction in the U.S., offering certification courses in cruising, passage making, and racing. It also conducts team- building sailing activities and organizes flotilla vacations for certified sailors. With over 60 years of experience, the school operates in Florida and the British Virgin Islands under the leadership of Steve and Doris Colgate. Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Middle District of Florida Case No.: 25-00921 Debtor's Counsel: Leon Williamson, Esq. WILLIAMSON LAW FIRM 306 S Plant Ave Ste B Tampa, FL 33606 Tel: (813) 385-7877 E-mail: leon@lwilliamsonlaw.com Total Assets as of Feb. 28, 2025: $611,760 Total Liabilities as of Feb. 28, 2025: $2,277,797 The petition was signed by Doris Colgate 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/4F5XTNA/OFFSHORE_SAILING_SCHOOL_LTD_INC__flmbke-25-00921__0001.0.pdf?mcid=tGE4TAMA PIVOTAL ANALYTICS: Hires Dal Lago Law as Counsel ------------------------------------------------ Pivotal Analytics Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Dal Lago Law as counsel. The firm's services include: a. advising as to the Debtor's rights and duties in the Case; b. preparing pleadings related to the Case, including developing a plan of reorganization; and c. taking any and all other necessary actions incident to the proper preservation and administration of the estate. The firm will be paid at these rates: Attorneys: Michael R. Dal Lago, Esq. $460 per hour Christian Garrett Haman, Esq. $385 per hour Jennifer M. Duffy, Esq. $360 per hour Paraprofessionals: Kim Christian $225 per hour Fatema Bravo $175 per hour Frances Vazquez $165 per hour Grace Burnes $125 per hour The firm received from the Debtor a retainer of $13,891.50. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael R. Dal Lago, Esq., a partner at Dal Lago Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael R. Dal Lago, Esq. Christian Garrett Haman, Esq. Jennifer M. Duffy, Esq. Dal Lago Law 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Telephone: (239) 571-6877 Email: jduffy@dallagolaw.com mike@dallagolaw.com chaman@dallagolaw.com About Pivotal Analytics Inc. Pivotal Analytics, Inc. is a data analytics and insights company seeking to redefine how healthcare systems and their partners identify growth opportunities and optimize real estate investment decisions in a value-based care market. It offers a range of services, including market evaluation, competitive analysis, and assessments of consumer demand, provider supply, and productivity. These insights help optimize healthcare assets and services. Pivotal Analytics sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00608) on April 7, 2025. In its petition, the Debtor reported total assets of $760,589 and total liabilities of $5,105,176. Judge Caryl E. Delano handles the case. The Debtor is represented by Michael Dal Lago, Esq., at Dal Lago Law. PRIVATE LENDER: Seeks Chapter 11 Bankruptcy in Texas ---------------------------------------------------- On May 20, 2025, Private Lender Network LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Western District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Private Lender Network LLC Private Lender Network LLC operates in the credit intermediation sector, providing financing solutions for fix-and-flip, new construction, and multifamily projects, along with bridge loan services. Headquartered in Austin, Texas, the Company primarily functions as a wholesale lender, partnering with brokers and leveraging investor capital to fund loans. Private Lender Network LLCsought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 25-10742) on May 20, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtors are represented by Ron Satija, Esq. at HAYWARD PLLC. PROFRAC HOLDING: S&P Lowers ICR to 'CCC+' on Reduced Liquidity -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Texas-based hydraulic fracturing equipment and services provider ProFrac Holding Corp. to 'CCC+' from 'B'. The outlook is negative. S&P said, "We also lowered our issue-level rating on the company's senior secured notes to 'B' from 'BB-', reflecting the lower issuer credit rating. Our '1' recovery rating (rounded estimate: 95%) is unchanged. "We withdrew our rating on ProFrac Holdings LLC since we now rate the company at the ProFrac holding Corp. level. The negative outlook reflects our expectation that we could lower our ratings if liquidity deteriorates further or if we believe ProFrac may enter into a transaction we would view as distressed. "We expect cash flow below our previous forecast given recent commodity price volatility. In April, S&P Global Ratings lowered its price assumptions for crude oil, citing trade uncertainty and production increases from OPEC+ members. Many oil and gas exploration and production (E&P) companies have reduced capital spending plans, especially for oil in onshore areas where ProFrac operates, such as West Texas. Although we anticipate natural-gas-focused development will likely fare better, we do not believe this will be sufficient to offset lower demand related to oil. Therefore, we now forecast ProFrac's total revenue will decline 4%-5% in 2025 compared to our prior expectation for 4%-5% growth. We also forecast free operating cash flow of about $140 million this year (about $113 million excluding lease adjustments), supported by cost reductions and lower capital expenditure (capex), but below our prior expectation of about $200 million. "We estimate high mandatory debt amortization will constrain liquidity. ProFrac's $566 million senior notes and subsidiary PF Proppant Holding LLC's $335 million term loan require significant amortization payments of approximately $132 million over the next 12 months. Along with other required debt maturities, we estimate the company has approximately $150 million in total debt due over the next year. Under our base-case scenario, it will need to draw down its asset-based lending (ABL) credit facility ($66 million available as of March 31, 2025). We believe this limits ProFrac's flexibility to absorb weaker-than-expected demand or pricing for its services. Consequently, we revised our liquidity assessment to less than adequate and now view the company's capital structure as unsustainable in the long term given the high amortization requirements. "We believe ProFrac is positioned to benefit from its fleet quality and geographic footprint. Its well stimulation fleet consists of dual fuel and electric assets. In our view, demand for these fleets will likely be higher than for legacy diesel assets even in a lower commodity price environment, given E&P companies' continued focus on operational efficiency and lower emissions. ProFrac also operates in regions with a greater proportion of natural gas production, including the Haynesville shale and Appalachia, which could benefit relative to areas with higher liquids production under our commodity price assumptions. Its ongoing efforts to improve utilization and operating leverage at its sand mines, along with overall cost optimization efforts, lead us to forecast that EBITDA margins will remain relatively stable for the rest of the year. "The negative outlook reflects our expectation that ProFrac's liquidity will remain constrained over the next 12 months. We believe the company faces weaker demand for its core pressure pumping services amid ongoing commodity price volatility and faces significant mandatory debt amortization of about $130 million over the next 12 months." S&P could lower its ratings on ProFrac over the next 12 months if it believes: -- The company will enter into a transaction, such as a debt restructuring, that we view as distressed; or -- Liquidity will weaken further such that we believe a default is likely without an unforeseen positive development. S&P could revise its outlook to stable or raise its ratings over the next 12 months if: -- S&P comes to view liquidity as adequate, such that it expects the company will be able to address upcoming amortization in a favorable manner; and -- Funds from operations (FFO) to debt remains above 12% on a sustained basis. PROJECT PIZZA LLC: Seeks Subchapter V Bankruptcy in California -------------------------------------------------------------- On May 20, 2025, Project Pizza LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of California. According to court filing, the Debtor reports $1,001,045 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Project Pizza LLC Project Pizza LLC operates Fiorella Clement, a neighborhood Italian restaurant in San Francisco known for wood-fired pizzas, handmade pastas, and seasonal dishes. The restaurant serves customers through dine-in, takeout, and delivery. Project Pizza LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No.: 25-30397) on May 5, 2025. In its petition, the Debtor reports total assets of $78,855 and total liabilities of $1,001,045. Honorable Bankruptcy Judge Hannah L. Blumenstiel handles the case. The Debtors are represented by Chris Kuhner, Esq. at KORNFELD, NYBERG, BENDES, KUHNER & LITTLE, P.C. PROJECT PIZZA: Hires Charyn Asset Management as Appraiser --------------------------------------------------------- Project Pizza Sunset LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Charyn Asset Management Group, Inc. as appraiser. The firm will provide professional opinion of value in order to administer the case and support motions to value collateral and strip down and strip off liens. The firm will be paid a flat fee of $700. 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: Ronald D. Charyn Charyn Asset Management Group, Inc. 1445 St. Albany, CA 94710-1335 Tel: (415) 970-5140 About Project Pizza Sunset LLC Project Pizza Sunset, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 25-30258) on April 1, 2025, listing up to $500,000 in assets and up to $1 million in liabilities. Judge Hannah L. Blumenstiel oversees the case. Robert G. Harris, Esq., at Binder Malter Harris Rome-Banks, LLP, represents the Debtor as legal counsel. QUADRA FS: Gets Interim OK to Use Cash Collateral ------------------------------------------------- Quadra FS, Inc. got the green light from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral. The order penned by Judge Stacey Meisel authorized the company's interim use of cash collateral to pay its expenses, including payroll, taxes, insurance, and U.S. Trustee fees. The creditors asserting interests in the cash collateral are the Internal Revenue Service ($3,190,372), New Jersey Department of Labor ($20,000) and the New Jersey Division of Taxation ($225,000). As protection, these governmental entities will receive post-petition replacement liens with the same priority as their pre-bankruptcy liens. About Quadra FS Inc. Quadra FS Inc., doing business as Quadra Furniture Solutions and Quadra Furniture & Spaces, is a luxury staging and furniture rental company offering bespoke design solutions to elevate the value and appeal of properties. With over two decades of expertise, the Company is committed to providing a customized approach to staging that delivers faster sales and higher prices for real estate owners. Quadra FS Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 25-12162) on March 2, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Judge Stacey L. Meisel oversees the case. The Debtor is represented by: Kenneth L. Baum, Esq. Law Offices of Kenneth L. Baum, LLC 201 W. Passaic Street, Suite 104 Rochelle Park, NJ 07662 Tel: (201) 853-3030 Fax: (201) 584-0297 kbaum@kenbaumdebtsolutions.com QXC COMMUNICATIONS: Gets Extension to Access Cash Collateral ------------------------------------------------------------ QXC Communications, Inc. received another extension from the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to use cash collateral. The third interim order authorized QXC to use cash collateral until May 31 to pay the expenses set forth in its budget, with a 10% variance allowed. As protection, the lenders will be granted post-petition liens on the cash collateral and all other post-petition assets (excluding avoidance actions and unencumbered pre-petition assets) to the same extent and with the same validity and priority as their pre-bankruptcy liens. The next hearing is scheduled for May 29. About QXC Communications Inc. QXC Communications, Inc. specializes in designing and deploying fiber-optic networks that offer high-speed internet, WiFi, HD TV, and VoIP voice services. It caters to a range of clients, residential communities, military bases, businesses, and outdoor venues. The company uses AON (Active Optical Network) technology to ensure the highest quality connectivity with minimal interruptions. QXC Communications sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-12256) on February 28, 2025, listing $11,677,760 in assets and $13,912,001 in liabilities. John Von Stein, chief executive officer, signed the petition. Judge Mindy A. Mora oversees the case. John E. Page, Esq., at Shraiberg Page PA, represents the Debtor as legal counsel. RENASCENCE INC: Gets Interim OK to Use Cash Collateral Until May 28 ------------------------------------------------------------------- Renascence, Inc. got the green light from the U.S. Bankruptcy Court for the Eastern District of North Carolina, Greenville Division, to use cash collateral. The order penned by Judge Pamela McAfee authorized the Debtor's interim use of cash collateral until May 28 to pay essential expenses such as payroll, insurance and utilities in accordance with its budget. The order granted each creditor with interest in the cash collateral a post-petition lien on all cash, accounts, receivables and future receivables collected by the Debtor during the pendency of the interim order. A final hearing is set for May 28. The Debtor, located in Greenville, N.C., has served local individuals and businesses since 1997, offering printing, publishing, mailing, embroidery, signage, and retail office supply sales. However, it experienced a significant revenue decline (about 50%) during the COVID-19 pandemic, which forced the Debtor to take on debt, including approximately $788,000 in U.S. Small Business Administration loans. Compounding its financial difficulties, the Debtor's printing equipment became obsolete during the pandemic, requiring expensive upgrades that increased operational costs during a period of declining income. To address cash flow challenges, the Debtor also entered into multiple high-cost merchant cash advance agreements. While these loans provided short-term liquidity, their steep fees and repayment terms worsened the Debtor's financial strain, creating a cycle of dependency on further MCA loans. Seeking relief, the Debtor filed for Chapter 11 bankruptcy under Subchapter V on May 12, 2025, aiming to restructure its debts, including SBA obligations, and to potentially assume or reject certain lease agreements. The Debtor identifies several secured creditors with claims against its cash, accounts, receivables, and equipment. These include two SBA loans totaling approximately $565,800, a loan from Timberland Bank for $83,121, and additional obligations to Forward Financing, Celtic Bank/BlueVine, and On Deck Capital, some of which may not have properly perfected their liens. About Renascence Inc. Renascence, Inc. offers printing, publishing, mailing, embroidery, signage, and retail office supply sales. Renascence sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banker. E.D. N.C. Case No. 25-01764) on May 12, 2025, listing up to $500,000 in assets and up to $10 million in liabilities. Donald A. Stocks, Sr., president of Renascence, signed the petition. Judge Pamela W. Mcafee oversees the case. C. Scott Kirk, Esq., represents the Debtor as legal counsel. RITE AID: Court OKs Sale of Pharmacy Assets to CVS and Others ------------------------------------------------------------- Rick Archer of Law360 reports that on Wednesday, May 21, 2025, a New Jersey bankruptcy judge authorized Rite Aid to transfer millions of prescriptions and dozens of stores to CVS, Walgreens, and other pharmacy chains as part of its Chapter 11 proceedings. About Rite Aid Corp. Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor, and Kroll Restructuring Administration as claims and noticing agent. 2nd Attempt Rite Aid Corp. and subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 25-14861) on May 5, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 billion and $10 billion each. Honorable Bankruptcy Judge Michael B. Kaplan oversees the case. The Debtor is represented by Michael D. Sirota, Esq., Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Seth Van Aalten, Esq. at COLE SCHOTZ P.C. and Andrew N. Rosenberg, Esq., Alice Belisle Eaton, Esq., Christopher Hopkins, Esq., and Sean A. Mitchell, Esq. at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Advisors to the Company include Paul, Weiss, Rifkind, Wharton & Garrison LLP (legal), Guggenheim Securities, LLC (investment banking), Alvarez & Marsal (financial), and Joele Frank, Wilkinson Brimmer Katcher (strategic communications). A&G REALTY PARTNERS, LLC is the Debtor's Real Estate Advisory Services Provider and KROLL RESTRUCTURING ADMINISTRATION LLC as Claims & Noticing Agent. RITE AID: Landlords Hit Committee Composition --------------------------------------------- A group of landlords has criticized the composition of the official committee of unsecured creditors appointed in the Chapter 11 cases of New Rite Aid, LLC and its affiliates. The landlords are HVP2, LLC, New Hartford Holdings, LLC and Gallashea Properties, LLC. In an objection filed with the U.S. Bankruptcy Court for the District of New Jersey, the group's attorney, Shmuel Klein, Esq., questioned the exclusion of landlords in the committee. "Due to the sheer number of landlords comprising a substantial portion of the unsecured creditor body, it is urged that this court require the U.S. trustee to include an entity to represent the landlords' unsecured interests in this case," the attorney said. Mr. Klein argued that although the pre-bankruptcy claims of landlords for unpaid amounts due under their leases with the companies are treated as secured claims, these landlords also have general unsecured claims since the amounts due exceed the value of their collateral. "The [companies'] continuous filing of notices of additional store closings creates unsecured debt. The aggregate unsecured amount of the body of landlord unsecured claims is estimated to be greater than many of the unsecured creditors listed in the current [committee] composition," the attorney said. Mr. Klein may be reached at: Shmuel Klein, Esq. Law Office of Shmuel Klein PA 113 Cedarhill Avenue Mahwah, NJ 07430 845-425-2510 shmuel.klein@verizon.net About Rite Aid Rite Aid is a full-service pharmacy committed to improving health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of solutions that offer convenience, including retail and delivery pharmacy, as well as services offered through the Company's wholly owned subsidiary Bartell Drugs. On the Web: http://www.riteaid.com/ Rite Aid and certain of its subsidiaries previously filed for Chapter 11 bankruptcy in October 2023 and emerged from bankruptcy in August 2024. On May 5, 2025, New Rite Aid, LLC and its subsidiaries, including Rite Aid Corporation, commenced voluntary Chapter 11 proceedings (Bankr. D.N.J. Lead Case No. 25-14861). As of the 2025 bankruptcy filing date, Rite Aid operates 1,277 stores and 3 distribution centers in 15 states and employs approximately 24,500 people. Rite Aid is using the Chapter 11 process to pursue a sale of its prescriptions, pharmacy and front-end inventory, and other assets. The cases are being administered by the Honorable Michael B. Kaplan. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor, Guggenheim Securities, LLC is serving as investment banker, and Alvarez & Marsal is serving as financial advisor to the Company. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to the Company. Kroll is the claims agent and maintains the page https://restructuring.ra.kroll.com/RiteAid2025 Bank of America, N.A., as DIP Agent, is represented by lawyers at Greenberg Traurig, LLP; and Choate Hall & Stewart LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. RT ACQUISITION: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: RT Acquisition & Investments, LLC 4315 Kingston Pike Ste 210 Knoxville TN 37919 Business Description: RT Acquisition & Investments, LLC is a real estate investment firm based in Knoxville, Tennessee. The Company focuses on acquiring and managing properties primarily in the Knoxville area. Chapter 11 Petition Date: May 20, 2025 Court: United States Bankruptcy Court Eastern District of Tennessee Case No.: 25-30974 Judge: Hon. Suzanne H Bauknight Debtor's Counsel: Richard Collins, Esq. COLLINS LAW PLLC 422 S. Gay Street, Suite 301 Knoxville, TN 37902 Tel: 865-323-1260 Email: richard@richcollins.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Christopher Brett Thomason as managing member. The Debtor failed to attach a list of its 20 largest unsecured creditors to the petition. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/TJTJR7Y/RT_Acquisition__Investments_LLC__tnebke-25-30974__0001.0.pdf?mcid=tGE4TAMA S.E.E.K. ARIZONA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: S.E.E.K. Arizona, LLC SEEK Arizona S.E.E.K. Arizona 1834 E. Baseline Rd., Ste 101 Tempe, AZ 85283 Case No.: 25-04625 Business Description: S.E.E.K. Arizona, LLC provides behavioral health services including Applied Behavior Analysis (ABA) and counseling for individuals of all ages. The Company operates in Arizona, with its primary facility located in Mesa. Its services focus on supporting clients in developing positive behavior, emotional regulation, and communication skills. Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court District of Arizona Debtor's Counsel: LaShawn D. Jenkins, Esq. JENKINS LAW FIRM, PLLC 9393 N 90th Street Suite 102 #62 Scottsdale, AZ 85258 Tel: (602) 283-9868 Fax: (602) 412-3954 Email: bk@thejenkinslawfirm.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jessica Irwin, Trustee of The Irwin Living Trust, 100% member. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/BBOCAII/SEEK_ARIZONA_LLC__azbke-25-04625__0001.0.pdf?mcid=tGE4TAMA S3 GROUP: Seeks Chapter 11 Bankruptcy in California --------------------------------------------------- On May 20, 2025, S3 Group LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of California. According to court filing, the Debtor reports between $100 million and $500 million in debt owed to 100 and 199 creditors. The petition states funds will be available to unsecured creditors. About S3 Group LLC S3 Group LLC operates as part of Sran Family Orchards, a California-based almond grower and processor. The Company is located in Kerman, California, and is involved in sustainable almond farming practices. S3 Group LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal.Case No. 25-50765) on May 20, 2025. In its petition, the Debtor reports estimated assets and liabilities between $100 million and $500 million. The Debtors are represented by Jane Kim, Esq. at KELLER BENVENUTTI KIM LLP. SHERWOOD HOSPITALITY: Hires George Thana CPA PC as Accountant ------------------------------------------------------------- Sherwood Hospitality Group, LLC and DVKOCR Tigard, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ George Thana CPA PC as accountant. The firm's services include: (a) preparing and filing the Debtors' 2024 and 2025 federal, state, and local tax returns; and (b) providing accounting and tax services and advice in connection with Debtors' business operations and its accounting and tax requirements. 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. Prabjot Singh, a partner at George Thana CPA PC, 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: Prabjot Singh George Thana CPA PC 16742 SE Division St., Ste 200 Portland, OR 97236 Tel: (503) 762-8590 About Sherwood Hospitality Group, LLC Sherwood Hospitality Group LLC, d/b/a Hampton Inn Sherwood Portland, operating as Hampton Inn Sherwood Portland, is a hospitality company based in Sherwood, Oregon. The Company manages a hotel offering amenities like free breakfast, free Wi-Fi, a heated indoor pool, and a fitness center. Sherwood Hospitality Group LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Or. Case No. 25-30484) on February 17, 2025. In its petition, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Peter C. Mckittrick handles the case. The Debtor is represented by Douglas R. Ricks, Esq., at SUSSMAN SHANK LLP. SINTX TECHNOLOGIES: Board OKs New Executive Employment Contracts ---------------------------------------------------------------- SINTX Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors approved and the Company entered into new Executive Employment Agreements with its Chief Executive Officer and President Eric K. Olson and its Chief Investment Officer Gregg Honigblum. The Agreements replace and supersede in their entirety the Executive Employment Agreements and the Change-in-Control Agreements previously entered into between the Company and Messer's Olson and Honigblum. The Agreements each have a term of two years and are subject to automatic renewal for additional one-year periods unless either the Company or Mr. Olson or Mr. Honigblum provides 90 days advance written notice of intent not to renew. The respective Agreements provide for an annual base salary of $375,000 for Mr. Olson and $325,000 for Mr. Honigblum. Mr. Olson and Mr. Honigblum are each eligible to receive annual cash bonuses and participate in awards under Company equity incentive plans, on terms and conditions as determined by the Board and participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available from time to time to other employees of the Company. Mr. Olson is also entitled to earn an annual target cash bonus opportunity of 40% of one year's base salary and Mr. Honigblum is entitled to earn an annual target cash bonus opportunity of 35% of one year's base salary. Payment of the annual target cash bonus shall be based on an evaluation of performance and peer group compensation practices, taking into account Company and individual performance objectives. The Agreements also provide that, in the event of termination of Mr. Olson's or Mr. Honigblum's employment without cause or for good reason, the terminated executive will be eligible to receive, in addition to accrued salary and other benefits, severance payments equal to his base salary for a period equal to twelve months. The respective Agreements also contain provisions addressing potential benefits upon the occurrence of a change-in-control of the Company. Among other things, the Agreements provide that upon the consummation of a change-in-control transaction, if at any time within one year following or six months prior to a change-in-control transaction: (i) we or our successor terminate the executive's employment other than for cause (but not including termination due to the executive's death or disability) or (ii) the executive terminates his employment for good reason, then such executive has the right to receive (i) a pro-rated annual cash bonus for the year in which the termination occurs (calculated based on the annual target cash bonus opportunity for the year of termination); (ii) a lump sum cash payment equal to three times the sum of the following: (x) one year's base salary at the annualized rate then in effect, and, (y) the greater of the annual target cash bonus opportunity for the year of termination or the highest actual annual cash bonus paid during the three preceding completed years; (iii) continued health insurance coverage under the Company's health plan following termination continuing until the earlier of thirty-six months or the date on which executive becomes employed by a third party and becomes eligible to participate in such third party's group health plan; and (iv) to the extent permissible under applicable law and under any insurance policy insuring the Company's health plan (if any), access to continued coverage under the Company's health plan with the full cost payable by executive for a period of up to thirty-six months commencing on the first day of the month following termination. "Change in control" is defined in the Agreements as occurring when: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities (excluding for this purpose the Company or its Affiliates or any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions of which the Board does not approve; (ii) a merger or consolidation of the Company, whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation outstanding immediately after such merger or consolidation; (iii) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or a change in the composition of the Board of Directors whereby individuals who were members of the Board immediately prior to the agreement cease to constitute a majority of the Board. For purposes of the Agreement, "Change in Control" shall be interpreted in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations issued thereunder or any guidance issued by the IRS concerning the interpretation or applicability of Section 409A of the Code.. In the event that an executive entitled to receive or receives payment or benefit under the Agreements described above, or under any other plan, agreement or arrangement with us, or any person whose action results in a change in control or any other person affiliated with us and it is determined that the total amount of payments will be subject to excise tax under Section 4999 of the Internal Revenue Code, or any similar successor provisions, we will be obligated to pay such officer a "gross up" payment to cover all taxes, including any excise tax and any interest or penalties imposed with respect to such taxes due to such payment. Under the respective Agreements, the receipt of severance payments and change-in-control payments is subject to the executive's execution and delivery of a general release of claims in favor of the Company. About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. -- https://ir.sintx.com/ -- is an advanced ceramics company that develops and commercializes materials, components, and technologies for biomedical, technical, and antipathogenic applications. The core strength of SINTX Technologies is the manufacturing, research, and development of advanced ceramics for external partners. As of December 31, 2024, the Company had $9.4 million in total assets, $5.5 million in total liabilities, and $3.9 million in total stockholders' equity. To date, the Company's operations have been principally financed from proceeds from the issuance of preferred and common stock and, to a lesser extent, cash generated from product sales. It is anticipated that the Company will continue to generate operating losses and use cash in operations. The Company's continuation as a going concern is dependent upon its ability to increase sales, decrease expenses and/ raise additional funding. Whether and when the Company can attain profitability and positive cash flows from operations or obtain additional financing is uncertain. SMITH MICRO: Registers Up to $75M in Securities ----------------------------------------------- Smith Micro Software, Inc. filed a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission stating that it may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, or units having a maximum aggregate offering price of $75,000,000. Smith Micro has an existing registration statement on Form S-3 (File No. 333-264667) that was declared effective on May 12, 2022, and which expired with respect to certain securities registered thereon on May 12, 2025 pursuant to Rule 415(a)(5). Securities with a maximum aggregate price of $65,175,667 registered hereunder are unsold securities previously covered by the Prior Registration Statement. The Company paid a filing fee of $5,683 (calculated at the filing fee rate in effect at the time of the filing of the Prior Registration Statement) relating to the Unsold Securities under the Prior Registration Statement. In accordance with Rule 415(a)(5) and Rule 415(a)(6), by filing the registration statement on Form S-3, the Registrant may continue to offer and sell such securities covered by the Prior Registration Statement during the grace period afforded by Rule 415(a)(5). To the extent that, after the filing date and prior to the effectiveness of the registration statement, the Company sells any Unsold Securities under the Prior Registration Statement, it will identify in a pre-effective amendment to the registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in the registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of the registration statement. The Company said, "When we decide to sell a particular class or series of securities, we will provide specific terms of the offered securities in a prospectus supplement." "The prospectus supplement may also add, update or change information contained in or incorporated by reference into this prospectus. However, no prospectus supplement shall offer a security that is not registered and described in this prospectus at the time of its effectiveness. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus, carefully before you invest. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities." "Our common stock is traded on NASDAQ Capital Market under the symbol "SMSI." Each prospectus supplement will contain information, where applicable, as to our listing on NASDAQ Capital Market or any other securities exchange of the securities covered by the prospectus supplement. On May 6, 2025, the last reported sale price of our common stock on the NASDAQ Capital Market was $0.92." "As of May 6, 2025, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $17,912,472, which we calculated based on 19,413,821 shares of outstanding common stock as of May 6, 2025, of which 15,309,805 shares were held by non-affiliates, and a price per share of $1.17 as of April 25, 2025, which is a date within 60 days prior to the filing date of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the registration statement of which this prospectus forms a part, securities with a value exceeding one-third of the aggregate market value of our outstanding common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75.0 million. One-third of our public float, calculated in accordance with General Instruction I.B.6 of Form S-3 as of May 6, 2025, was approximately $5,970,824. In accordance with General Instruction I.B.6 of Form S-3, during the 12 calendar months prior to and including the date of this prospectus, we offered and sold approximately $6,824,334 of securities, pursuant to that Form S-3 Registration Statement No. 333-264667, and in accordance with applicable rules and regulations." "These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement." Full-text copy of the Registration Statement is available at https://tinyurl.com/3jzpj5wu About Smith Micro Software Pittsburgh, Pa.-based Smith Micro Software, Inc. develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless and cable service providers around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, the Company's solutions enrich today's connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. The Smith Micro portfolio also includes a wide range of products for creating, sharing, and monetizing rich content, such as visual voice messaging, optimizing retail content display and performing analytics on any product set. As of Dec. 31, 2024, the Company had $48.05 million in total assets, $5.65 million in total current liabilities, $1.64 million in total non-current liabilities, and $40.76 million in total stockholders' equity. Los Angeles, California-based SingerLewak LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 12, 2025, citing that the Company has suffered recurring losses from operations and has projected future cash flow requirements to meet continuing operations in excess of current available cash. This raises substantial doubt about the Company's ability to continue as a going concern. SOFT PACKAGING: Seeks Cash Collateral Access -------------------------------------------- Soft Packaging, Inc. asked the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral from June 1 through either the confirmation of a reorganization plan or until the case is converted or dismissed, whichever happens first. The cash collateral, primarily from Celtic Bank, is needed to cover essential operating expenses like payroll, rent, and supplies. The Debtor also disputes a secured claim by Avion Funding, arguing it should not be treated as a secured creditor. Soft Packaging has previously received court approval for interim use of cash collateral, made all required payments to Celtic Bank, and commits to staying within 15% of its projected budget. It will continue providing financial reports, remain current on tax obligations, and offer adequate protection to Celtic Bank, including a replacement lien and monthly payments of $3,500 starting June 15. A court hearing is set for May 29. About Soft Packaging Inc. Soft Packaging Inc. operates as a packaging company in Commerce, Calif. Soft Packaging filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 25-10214) on January 13, 2025. In its petition, the Debtor reported up to $50,000 in assets and between $1 million and $10 million in liabilities. Judge Vincent P. Zurzolo handles the case. The Debtor is represented by Matthew D. Resnik, Esq. at Rhm Law, LLP. SRX HEALTH: Adesh Vora Reports Beneficial Ownership of 16.9M Shares ------------------------------------------------------------------- Adesh Vora, Executive Chairman and Director of SRx Health Solutions, Inc., disclosed in a Form 3 filed with the U.S. Securities and Exchange Commission that as of April 24, 2025, he beneficially owned 325,279 shares of Common Stock indirectly through his daughter who lives in his household, and directly owns 2,659,629 Exchangeable Shares of the Company's subsidiary, which are exchangeable one-for-one into Common Stock until April 24, 2027. He also holds indirect beneficial ownership of additional Exchangeable Shares totaling 13,998,266 shares through various entities including NIAM Pharmaceuticals Inc., Adesh Vora Pharmacy, TDDA Therapeutics Inc., the Vora 2018 Family Trust, Tricare Consulting Inc., and Life Beautiful Designs Inc. A full-text copy of Mr. Vora's SEC report is available at: https://tinyurl.com/yer29h6c About SRx Health Solutions SRx Health Solutions, Inc. f/k/a Better Choice Company Inc. is headquartered in Tampa, Florida, and focuses on pet health and wellness. The company is known for its premium pet products under the Halo brand, including Halo Holistic, Halo Elevate, and the rebranded TruDog products. Tampa, Fla.-based Marcum LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred significant losses and has an accumulated deficit and may need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $15.8 million in total assets, $7.2 million in total liabilities, and a total stockholders' equity of $8.6 million. SRX HEALTH: Director David Allan White Holds 189,384 Common Shares ------------------------------------------------------------------ David Allan White, Director in SRx Health Solutions, Inc., disclosed in a Form 3 filed with the U.S. Securities and Exchange Commission that as of April 24, 2025, he beneficially owneds 189,384 shares of Common Stock directly. A full-text copy of Mr. White's SEC report is available at: https://tinyurl.com/4ajek3cw About SRx Health Solutions SRx Health Solutions, Inc. f/k/a Better Choice Company Inc. is headquartered in Tampa, Florida, and focuses on pet health and wellness. The company is known for its premium pet products under the Halo brand, including Halo Holistic, Halo Elevate, and the rebranded TruDog products. Tampa, Fla.-based Marcum LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred significant losses and has an accumulated deficit and may need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $15.8 million in total assets, $7.2 million in total liabilities, and a total stockholders' equity of $8.6 million. SRX HEALTH: Director Simon Conway Holds 50,664 Common Shares ------------------------------------------------------------ Simon Alexander Malcolm Conway, Director in SRx Health Solutions, Inc., disclosed in a Form 3 filed with the U.S. Securities and Exchange Commission that as of April 24, 2025, he beneficially owned 50,664 shares of Common Stock directly. A full-text copy of Mr. Conway's SEC report is available at: https://tinyurl.com/yx3hmzbn About SRx Health Solutions SRx Health Solutions, Inc. f/k/a Better Choice Company Inc. is headquartered in Tampa, Florida, and focuses on pet health and wellness. The company is known for its premium pet products under the Halo brand, including Halo Holistic, Halo Elevate, and the rebranded TruDog products. Tampa, Fla.-based Marcum LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred significant losses and has an accumulated deficit and may need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $15.8 million in total assets, $7.2 million in total liabilities, and a total stockholders' equity of $8.6 million. SRX HEALTH: President Davender Sohi Reports 512K Shares ------------------------------------------------------- Davender Sohi, President of SRx Health Solutions, Inc., disclosed in a Form 3 filed with the U.S. Securities and Exchange Commission that as of April 24, 2025, he beneficially owned 62,385 shares of Common Stock directly, 36,653 shares of Common Stock indirectly through his wife, and 413,479 Exchangeable Shares of the issuer's subsidiary, which are exchangeable one-for-one into Common Stock until April 24, 2027. A full-text copy of Mr. Sohi's SEC report is available at: https://tinyurl.com/3zynruzv About SRx Health Solutions SRx Health Solutions, Inc. f/k/a Better Choice Company Inc. is headquartered in Tampa, Florida, and focuses on pet health and wellness. The company is known for its premium pet products under the Halo brand, including Halo Holistic, Halo Elevate, and the rebranded TruDog products. Tampa, Fla.-based Marcum LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred significant losses and has an accumulated deficit and may need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $15.8 million in total assets, $7.2 million in total liabilities, and a total stockholders' equity of $8.6 million. STOLI GROUP: Court Extends Cash Collateral Access to May 30 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approved the stipulation allowing Stoli Group (USA), LLC and Kentucky Owl, LLC to continue to use the cash collateral of Fifth Third Bank, National Association. The stipulation extended the companies' authority to use the lender's cash collateral to May 30 to pay the expenses set forth in its latest budget. The next hearing is set for May 27. A copy of the court's order and the budget is available at https://shorturl.at/XySeJ from PacerMonitor.com. About Stoli Group (USA) LLC Stoli Group (USA), LLC is a producer, manager, and distributor of a global portfolio of spirits and wines. Stoli Group (USA) and Kentucky Owl, LLC filed Chapter 11 petitions (Bankr. N.D. Texas Lead Case No. 24-80146) on November 27, 2024. At the time of the filing, Stoli Group (USA) reported $100 million to $500 million in assets and $10 million to $50 million in liabilities while Kentucky Owl reported $50 million to $100 million in assets and $50,000,001 to $100 million in liabilities. Judge Scott W. Everett handles the cases. Holland N. O'Neil, Esq., at Foley & Lardner, LLP is the Debtor's legal counsel. Fifth Third Bank, N.A., as lender, is represented by: Brent McIlwain, Esq. Christopher A. Bailey, Esq. Holland & Knight, LLP 1722 Routh Street, Suite 1500 Dallas, TX 75201 Telephone: 214.969.1700 Email: brent.mcilwain@hklaw.com chris.bailey@hklaw.com -- and -- Jeremy M. Downs, Esq. Steven J. Wickman, Esq. Goldberg Kohn, Ltd. 55 East Monroe Street, Suite 3300 Chicago, IL 60603 Telephone: 312.201.4000 Email: jeremy.downs@goldbergkohn.com steven.wickman@goldbergkohn.com SULLIVAN MECHANICAL: To Sell Cast Iron Items to Northeastern Supply ------------------------------------------------------------------- Sullivan Mechanical Contractors, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia, Harrisonburg Division, to sell certain copper and cast iron items to Northeastern Supply Co., free and clear of liens, interests, and encumbrances. Richard C. Maxwell, Esquire has been appointed the Chapter 11 Subchapter V trustee of the case. The Debtor, first established in Virginia in 1946, is a storied Shenandoah Valley commercial mechanical contractor, having served Western and Central Virginia for almost eight decades. Always a family run business, Malcom Sullivan, Jr, the present Chairman of the Board, with the aid of other family members, currently manages the hands-on operation with the additional assistance of dedicated employees. Having begun humbly in a small, unheated garage, Sullivan Mechanical now operates from its state-of-the-art facilities in Shenandoah, Virginia. Through grit and determination, the Sullivan family transformed the Debtor from its fledgling beginnings to an extremely well-respected and in demand mechanical contractor focusing on sheet metal specialties, air conditioning, plumbing, and heating services. While Sullivan Mechanical has had a storied career with a stellar reputation and lengthy track record in its industry, it found its business plummeting downward due to issues directly related to the UVA Brandon Dorm Project (Gaston House & Ramazani House), in which it provided services under a contract with the construction manager, Barton Malow Builders, LLC (Barton Malow). As a result, after considering available options, the Debtor, determined to seek Subchapter V bankruptcy protection in an effort to stop the continued spiral downward and provide a platform whereby it could assess completion of a few of its remaining jobs and orderly liquidate its assets for the benefit of all of its stakeholders. Northeast Bank POC indicates that the Debtor owed $242,271.69 and claims a lien in, among other collateral, inventory and equipment. Northeastern Supply expresses a desire to purchase certain items as more particularly described as the following: - 120' of 6" cast-iron pipe, 1200' of 4" cast iron pipe and 4 small crates of fittings; and - 820' of hard copper pipe (3/8" to 1 1/4"), 700' 3/8" Refrigeration Tubing, and 1600' of 1/2" Refrigeration Tubing. Neither the Cast Iron nor the Copper is necessary in connection with the Debtor's winddown operations. Furthermore, Northeastern Supply is willing to pay what the Debtor maintains in the exercise of its business judgement is good prices of $12,483.30 for the Cast Iron and $8,768,75 for the Copper if it can take possession of the same on or before May 28, 2025. The Debtor maintains that Northeast Bank possesses a properly perfected security interest in both the Copper and the Cast Iron and as such intends to tender the proceeds from any sale, less applicable taxes, to Northeast Bank. Northeastern Supply will take the Copper and Cast Iron sold by the Debtor "as is" and "where is," without any representation or warranties from the Debtor as to the quality or fitness of such assets for either its intended or any particular purposes. The Subchapter V Trustee approves the sale to Northeastern Supply and the Debtor has also reached out to Northeast Bank for its explicit consent. About Sullivan Mechanical Contractors, Inc. Sullivan Mechanical Contractors Inc. was first established in Virginia in 1946 and a family-owned commercial mechanical contractor, having served Western and Central Virginia for almost eight decades. It is a well-respected and in demand mechanical contractor focusing on sheet metal specialties, air conditioning, plumbing, and heating services. As of late, its services have been concentrated on the construction of medical and educational institutions, with numerous at the collegiate level and including many on the grounds of the University of Virginia. Sullivan sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 25-50126) on March 6, 2025, listing between $1 million and $10 million in both assets and liabilities. Judge Rebecca Connelly oversees the case. Paula Steinhilber Beran of Tavenner & Beran, PLC represents the Debtor as legal counsel. SUNNOVA ENERGY: Handelsbanken No Longer Holds Stake as of March 31 ------------------------------------------------------------------ Handelsbanken Fonder AB, disclosed in a Schedule 13G (Amendment No. 1) filed with the U.S. Securities and Exchange Commission that it no longer holds shares of Sunnova Energy International Inc.'s common stock as of March 31, 2025. Handelsbanken Fonder AB may be reached through: Magdalena Wahlqvist Alveskog, Managing Director SE-106 70 Stockholm, Sweden About Sunnova Energy Sunnova Energy International Inc. (NYSE: NOVA) is an industry-leading adaptive energy services company focused on making clean energy more accessible, reliable, and affordable for homeowners and businesses. Through its adaptive energy platform, Sunnova provides a better energy service at a better price to deliver its mission of powering energy independence. Founded in Houston, Texas in 2012, Sunnova started its journey to create a better energy service at a better price. Driven by the changing energy landscape, technology advancements, and demand for a cleaner, more sustainable future, we are proud to help pioneer the energy transition. * * * In May 2025, Fitch Ratings has downgraded Sunnova Energy International Inc.'s (Sunnova) and Sunnova Energy Corporation's (SEC) Long-Term Issuer Default Ratings (IDRs) to 'RD' from 'C'. Fitch has affirmed SEC's senior unsecured debt rating at 'C' with a Recovery Rating of RR4'. The downgrade reflects the uncured missed interest payment on Sunnova's $400 million senior notes maturing in 2028, which was due on April 1, 2025, and the expiration of the 30-day grace period. Sunnova has entered into a forbearance agreement that extends from May 2, 2025, to May 8, 2025, or until any other defined termination event occurs. Sunnova's ratings also reflect the structural subordination of corporate debt to nonrecourse securitization debt, a primary funding source for the company. TECHNO TOY: Seeks Cash Collateral Access ---------------------------------------- Techno Toy Tuning, LLC asked the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Divison, for authority to use cash collateral. The Debtor filed for Chapter 11 bankruptcy under Subchapter V on May 10, 2025, citing a combination of pandemic-related disruptions, inflation, and supply chain issues as reasons for its financial distress. The Debtor, which also operates a powder coating division (TNT Powder Coating), experienced severe manufacturing delays during the COVID-19 pandemic as contracted shops shut down, prompting it to internalize more of its operations. This led to a doubling of its workforce and expansion of shop space, increasing operational costs. Simultaneously, steel and aluminum tariffs, general inflation, and increased labor costs placed additional strain on the business. To cope, the Debtor took on SBA Economic Injury Disaster Loans and sought to offset rising costs through bulk purchases and price increases. Despite these efforts, the Debtor's cash flow suffered, especially after keeping employees on payroll for 18 months longer than necessary during a sales slump. The Debtor has recently returned to profitability and seeks to reorganize in good faith through a structured debt repayment plan. To support this reorganization, the Debtor requested authorization to use secured creditors' cash collateral to cover ordinary and necessary business expenses, as outlined in an 8-month budget. A hearing on the matter is set for June 11, at 11 a.m. About Techno Toy Tuning LLC Techno Toy Tuning, LLC designs and manufactures performance parts for vintage and classic cars, specializing in modifications for brands such as Toyota, Datsun/Nissan, Mazda, Mitsubishi, Lotus, BMW, Chevrolet, and Ford. Founded by a pair of automotive enthusiasts, the Company initially began with a custom short shift kit for an AE86 Corolla, which led to the creation of the brand. Over time, Techno Toy Tuning's products have evolved through customer feedback, with many parts developed in response to requests from dedicated car enthusiasts working on rare or obscure vehicles. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 25-22317) on May 10, 2025. In the petition signed by Gabriel Tyler, CEO, the Debtor disclosed $398,243 in assets and $2,538,539 in liabilities. Judge Christopher M. Klein oversees the case. Arasto Farsad, Esq., at Farsad Law Office, P.C., represents the Debtor as bankruptcy counsel. UNITY MINES: Seeks to Sell Coal Business at Auction --------------------------------------------------- Unity Mines, LLC seek permission from the U.S. Bankruptcy Court for the Western District of Pennsylvania, to sell Property to Kingston Trust Holdings LLC or its designee, free and clear of liens, interests, and encumbrances. Property of the Debtor's estate includes certain real property, coal rights, equipment, and other personal property owned by the Debtor . The Property is subject to the following liens, claims, and encumbrances: Kingston Trust Holdings, LLC, Westmoreland County Tax Claim Bureau, and Highway Equipment Company. The following entities are believed to have interests in relation to the Property or the Leases that are subject to the Motion: a. Commonwealth of Pennsylvania, Department of Environmental Protection; b. Commonwealth of Pennsylvania, Department of Revenue; c. Derry Township; d. Derry Area School District; e. Rose Connor Limited Partnership; f. United States of America, Department of the Interior, Office of Subsurface Mining; and g. Jan Ondra; George Ondra; Danny D. and Mary G. Kuhns; Dorothy Rosenfelder; and Kenneth Fredrick Burd. The Debtor has agreed that, following an auction, it will sell the Property to Kingston Trust Holdings, LLC or its designee subject to higher or better offers. Kingston is "credit-bidding" a portion of its Secured Claim to purchase the Property. Kingston's opening credit bid is $250,000.00, subject to Kingston's right to increase its bid in connection with any auction. In the event that Kingston is the ultimate, successful purchaser of the Property, it will apply the Kingston Bid Amount to reduce its Secured Claim against the Debtor. As part of the agreement of Kingston being the stocking horse bidder in this sale, should the proposed sale as structured not close, the Debtor agrees to notify the Westmoreland County Court of Common Pleas in its case to upset/overturn the tax sale of the parcels. The Debtor asserts that the proposed sale of the Property and disposition of the Leases serves a sound business purpose. The Debtor's mine is no longer operating. The Debtor considered possible alternatives to a sale as part of the reorganization process. The Debtor also believes that a value-maximizing sale in conjunction with an auction will provide the greatest recovery to the Debtor's estate. About Unity Mines, LLC Unity Mines LLC, located in Derry, Pennsylvania, is a mining company with properties in Westmoreland County. Unity Mines LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 25-20520) on March 2, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Carlota M. Bohm handles the case. The Debtor is represented by David Z. Valencik, Esq., at CALAIARO VALENCIK. WAUSAU OFFICE: Seeks Chapter 11 Bankruptcy in Wisconsin ------------------------------------------------------- On May 21, 2025, Wausau Office Space LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of Wisconsin. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Wausau Office Space LLC Wausau Office Space LLC is a commercial real estate company likely focused on owning and leasing office properties in the Wausau, Wisconsin area. Wausau Office Space LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No. 25-22925) on May 21, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge G Michael Halfengerhandles the case. The Debtors are represented by Jerome R. Kerkman, Esq. at Kerkman & Dunn. WOODMAN INVESTMENT: Seeks Cash Collateral Access ------------------------------------------------ Woodman Investment Group, LLC asked the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, for authority to use cash collateral. The Debtor argued that the ability to use this cash collateral is necessary to continue operating its business and to avoid interruptions, thereby preserving the value of its assets for the benefit of all creditors, including the secured ones. The Debtor owns and operates a retail shopping center in Van Nuys, California, which is secured by a claim from LA Buyer, LLC for $27.57 million, and a claim from the Los Angeles County Treasurer and Tax Collector for $24,019. The Debtor intends to use its cash on hand and future rental income to pay essential business expenses, such as utilities, insurance, and maintenance, as outlined in an attached budget. The motion also requested flexibility, allowing the Debtor to deviate by up to 15% from the budget or reallocate funds within approved categories without requiring further court approval. The Debtor emphasized that failure to use the cash collateral would harm its prospects for reorganization and potentially harm the business operations. To provide adequate protection for its secured creditors, the Debtor proposed granting LA Buyer and the County Tax Collector replacement liens on post-petition assets, ensuring their priority and scope remain the same as prior to the bankruptcy filing. These liens would be limited to the amount of cash collateral actually used, but no cash payments to the creditors are being offered at this time due to the substantial value of the collateral securing their claims. The Debtor assured that no expenditures will exceed the approved budget without prior consent from the secured creditors unless an emergency occurs, in which case they will be notified immediately. About Woodman Investment Group Woodman Investment Group, LLC owns the retail shopping center at 6801-6817 Woodman Avenue in Van Nuys, Calif. The property is valued at $12 million based on comparable sales in the area. Woodman Investment Group sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 25-10775) on May 2, 2025. In its petition, the Debtor reported total assets of $12,338,987 and total liabilities of $27,605,068. Judge Martin R. Barash handles the case. The Debtor is represented by Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger. WW INTERNATIONAL: Files for Bankruptcy to Restructure Debt ---------------------------------------------------------- WW International, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on May 6, 2025, the Company and its subsidiaries WW North America Holdings, LLC, WW Canada Holdco, Inc., WW.com, LLC, W Holdco, Inc., WW Health Solutions, Inc., Weekend Health, Inc. and WW NewCo, Inc. filed voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware to implement a prepackaged chapter 11 plan of reorganization that effectuates a financial restructuring of the Company's secured debt. On the Petition Date, prior to commencing the Chapter 11 Cases, the Company commenced the solicitation of the Plan with a related disclosure statement and anticipates completing the solicitation during the Chapter 11 Cases. The Company has requested that the Court administer the Chapter 11 Cases jointly for administrative purposes only under the caption In re WW International, Inc., et al. The Company filed customary first day motions with the Court to ensure its ability to continue operating in the ordinary course of business both domestically and internationally, including its authority to pay employee wages and benefits and vendors and suppliers in the ordinary course of business. The Plan and the "first day" relief anticipate that vendors and other unsecured creditors will be paid in full and in the ordinary course of business. Restructuring Support Agreement In furtherance of the Financial Reorganization, on the Petition Date, prior to commencing solicitation of the Plan and prior to commencing the Chapter 11 Cases, the Company Parties entered into a restructuring support agreement with certain holders of, or investment advisors, sub-advisers or managers of discretionary accounts that hold, loans and/or revolving commitments under the Company's Credit Agreement and the Company's 4.500% senior secured notes due 2029. As of the date of the RSA, the Initial Consenting Creditors hold, in aggregate, approximately 72% of the outstanding principal amount of the Company's First Lien Claims. Under the RSA, each Initial Consenting Creditor agreed to, among other things: (i) support the Financial Reorganization on the terms set forth in the RSA and vote or consent, to the extent applicable, and exercise any powers or rights available to it in favor of any matter necessary to implement such Financial Reorganization, (ii) vote to accept the Plan on a timely basis following commencement of the solicitation of the Plan, (iii) consummate the transactions contemplated by the Plan, the Disclosure Statement and the solicitation materials, (iv) cooperate with the Company Parties in taking all steps reasonably necessary to address any legal or structural impediment that arises that would prevent, hinder or delay the consummation of the Financial Reorganization, (v) notify counsel to the Company Parties as promptly as reasonably practicable of any material, uncured breach by such Consenting Creditor of any of its obligations, representations, warranties or covenants set forth in the RSA or the occurrence of an event giving rise to a right of termination under the RSA, and (vi) negotiate in good faith and use commercially reasonable efforts to execute and implement the documentation required pursuant to and consistent with the RSA. Under the RSA, the Company Parties agreed to, among other things: (i) support, act in good faith, and take all reasonable actions necessary, or reasonably requested by the Required Consenting Creditors (as defined below), to implement and consummate the Financial Reorganization in accordance with the RSA, (ii) use commercially reasonable efforts to obtain all required permits, consents and other third-party approvals necessary or advisable for the implementation or consummation of the Financial Reorganization and (iii) negotiate in good faith and use commercially reasonable efforts to execute and implement the documentation required to consummate the Financial Reorganization as contemplated by the RSA. Milestones On the Petition Date, the Company Parties commenced the Chapter 11 Cases to implement the Plan. In addition to commencing the Chapter 11 Cases, pursuant to the RSA and the Reorganization Term Sheet, the Company Parties agreed to implement the Financial Reorganization specifically in accordance with the following milestones: * no later than 3 business days after the Petition Date, the Court shall have entered an interim order approving the use of cash collateral and an order approving the Disclosure Statement (solely with respect to (i) scheduling a combined hearing on the Disclosure Statement and the Confirmation Order (as defined below) and (ii) approving solicitation procedures); * no later than 30 days after the Petition Date, the Court shall have entered a final order approving the use of cash collateral; * no later than 42 days after the Petition Date, the Court shall have entered an order confirming the Plan (the "Confirmation Order"); and * no later than 7 days after entry of the Confirmation Order, the Financial Reorganization shall have been implemented and the date of effectiveness of the Plan shall have occurred. The RSA is terminable by the Required Consenting Creditors if certain events occur, including but not limited to: (i) any of the Milestones is not achieved, except where such Milestone has been waived or extended, or where the failure of such Milestone to be achieved is caused by, or results from, a material breach by the Consenting Creditors, (ii) the happening or existence of any event that would make any of the conditions precedent to the consummation of the Financial Reorganization as set forth in the RSA and the Plan incapable of being satisfied prior to the Plan Outside Date, (iii) without the prior written consent of the Consenting Creditors owning or controlling more than 50% of the aggregate principal amount of all First Lien Claims owned or controlled by all Consenting Creditors, any Company Party publicly announces, or communicates in writing to any other party, its intention not to support or pursue the Financial Reorganization, provides notice to the advisors of the Initial Consenting Creditors that it is exercising its rights to take or refrain from taking any action, the exercise of which would reasonably be expected to prevent the consummation of the Financial Reorganization or publicly announces, or communicates in writing to another party, that it intends to enter into, or has entered into, definitive documentation with respect to an alternative restructuring, (iv) the Plan Effective Date has not occurred by the Plan Outside Date (as such date may have been extended), or (v) the Court grants relief that is inconsistent with the RSA in any material respect. The RSA is terminable by the Company if certain events occur, including but not limited to, a breach of the terms of the RSA by the Consenting Creditors, such that the non-breaching Consenting Creditors own or control less than 66.67% of the aggregate principal amount of all outstanding First Lien Claims. The RSA automatically terminates on the Plan Effective Date. The RSA may be amended with the consent of the Company Parties and the Required Consenting Creditors. Economic Recovery for Certain Holders Pursuant to, and subject to the terms and conditions of, the RSA, on the Plan Effective Date: * each holder of First Lien Claims will receive its pro rata share of: (i) $465 million of takeback debt (which may be in the form of senior secured term loans or senior secured notes, at the election of each holder), maturing five years after the Plan Effective Date, and (ii) 91% of the common equity of the reorganized Company, subject to dilution as described in the Reorganization Term Sheet for an equity incentive plan; provided that, the holders of First Lien Claims are entitled to 100% of the common equity of the reorganized Company, but have agreed to voluntarily reallocate 9% of the common equity of the reorganized Company to holders of the Company's common stock and if any of the Milestones have not been met (other than as a result of the breach of the RSA by the Consenting Creditors), the holders of First Lien Claims will receive 100% of the common equity of the reorganized Company; * each holder of the Company's common stock will receive its pro rata share of 9% of the common equity of the reorganized Company, subject to dilution as described in the Reorganization Term Sheet for an equity incentive plan; provided that if any of the Milestones have not been met (other than as a result of the breach of the RSA by the Consenting Creditors), the holders of First Lien Claims will receive 100% of the common equity of the reorganized Company and the 9% of the common equity of the reorganized Company shall be automatically forfeited to the holders of First Lien Claims; and * each holder of a general unsecured claim, including any trade payable, will not be impaired and will receive full payment on the Plan Effective Date or in the ordinary course of business in accordance with the terms of the transaction giving rise to such claim. Certain other holders and creditors will receive treatment as detailed in the Reorganization Term Sheet. The filing of the Chapter 11 Cases constitutes an event of default under the Company's following debt instruments: * approximately $945.0 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the credit agreement, dated as of April 13, 2021, among the Company, as borrower, the lenders party thereto, and Bank of America, N.A., as administrative agent and an issuing bank, relating to the Company's term loan facility due April 13, 2028; * approximately $171.3 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the Credit Agreement, relating to the Company's revolving credit facility due April 13, 2026; and * approximately $500.0 million of aggregate principal amount (plus any accrued but unpaid interest in respect thereof) under the indenture, dated as of April 13, 2021, among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and notes collateral agent, relating to the Company's 4.500% senior secured notes due 2029. The Debt Instruments provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable without notice from the lenders or noteholders thereunder. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the commencement of the Chapter 11 Cases, and the creditors' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at https://tinyurl.com/kauc3az7 About WW International WW International Inc. (NASDAQ: WW) is a global provider of science-based weight management programs, offering behavior change solutions, clinical support services, and business-to-business initiatives. Headquartered in New York City, the Company operates in 11 countries and supports 3.4 million subscribers, delivering over 20,000 coach-led workshops monthly. Founded in 1963, WW has evolved its offerings to include digital tools, clinical care, and a proprietary Points Program, making it one of the most recognized and studied brands in commercial weight loss. On May 6, 2025, WW International announced that it has entered into an agreement with the requisite supermajority of its lenders and noteholders to implement a financial reorganization transaction that will eliminate $1.15 billion in debt from its balance sheet. WeightWatchers and its affiliates voluntarily initiated "pre-packaged" chapter 11 cases (Bankr. D. Del. Lead Case No. 25-10829) on May 6, 2025. The Debtors tapped Simpson Thacher & Bartlett LLP as lead bankruptcy counsel, and Young Conaway Stargatt & Taylor, LLP as Delaware co-counsel. PJT Partners LP and Matthews South LLC serve as investment bankers to the Debtors; and Alvarez & Marsal serves as restructuring advisor; C Street Advisory Group serves as strategic communications advisor, and ICR serves as investor relations advisor Company. Kroll Restructuring Administration LLC serves as claims and noticing agent to the Debtors. Gibson, Dunn & Crutcher LLP is serving as legal advisor and Houlihan Lokey is serving as investment banker to an ad hoc group of lenders and noteholders that entered into the agreement. WYNDHAM HOTELS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Wyndham Hotels & Resorts Inc.'s (WH) Issuer Default Rating (IDR) at 'BB+' with a Stable Rating Outlook. Fitch expects WH's EBITDA leverage to remain at or below 4.0x in the forecast period through 2028. Despite expected near-term headwinds in revenue per available room (RevPAR), Fitch forecasts continued EBITDA growth driven by steady room growth and growth in ancillary revenues. WH's room growth is reinforced by an extensive development pipeline. In addition, WH's strong free cash flow position should allow it to continue to invest in its business and return capital to shareholders. Key Rating Drivers Heightened Economic Uncertainty: Uncertainty around the effects of global tariffs has exacerbated an already soft 2025 RevPAR outlook for the hospitality industry. RevPAR guidance decreased throughout the industry, reflecting the possibility of continued softness for the remainder of the year as tariffs impact consumer and business confidence, slowing discretionary spending. WH's offerings are primarily within the select-service segment, enabling flexibility for cost fluctuations from an operating standpoint. However, it is also subject to the greater cost sensitivity of cost-conscious travelers. Fitch believes occupancy levels may fall as the core customer base faces heightened cost pressures amid challenging economic conditions, resulting in lower RevPAR. However, WH could meaningfully increase ancillary revenue sources as demonstrated in 1Q25. Pipeline Supports Market Position: WH is the largest franchisor by franchised hotels worldwide and has an extensive development pipeline of 254,000 rooms. About 58% of the pipeline comprises international rooms across 67 countries. Midscale and above-tier categories represent 70% of the pipeline, highlighting WH's focus on diversifying across high-margin franchise segments. WH has increased its capital outlay with development advance notes, which are made to owners and amortized over the life of the franchise agreement. Fitch regards the notes as a capital commitment to attract owners and boost room count. The notes made up $331 million of WH's balance sheet in 1Q25, up from $144 million in 2022. WH has guided $110 million in development note spend for the full year 2025. Fitch expects it to spend at this level in the medium term. Strong Net Room Growth: WH's margins remain strong, supported by its expanding portfolio of more than 900,000 rooms across 25 brands. The company's select-service, franchise focus emphasizes cost efficiencies and higher margins as compared to peers, while its owner-first approach prioritizes investment in technology to optimize market share. This attractive value proposition resulted in a retention rate of 95.7% in 2024. WH's 96% retention-rate target contributes to ongoing net room growth, which Fitch forecasts to grow 4% in 2025. Capital Return Prioritized: Fitch expects WH to continue to prioritize shareholder returns through repurchases and dividends as it has a high incentive to buy back shares, given management's sentiment around stock undervaluation. As of 1Q25, WH had $462 million availability under its share repurchase program. Fitch expects capital allocation to be funded through a mix of free cash flow and additional financing while managing their capital structure in accordance with a net leverage policy of 3x-4x, leaving headroom to lever for capital return. Cyclical Cash Flow Profile: The cyclical nature of the hotel industry is a credit negative. Hotels reprice inventory daily and, therefore, have the shortest lease terms and least stable cash flow within commercial real estate. Economic cycles and exogenous events can cause large declines in revenue and profitability for hotels. Select-service hotels have historically been less volatile during downturns than full-service hotels. From a supply standpoint, there are comparatively low barriers for new supply given low capital cost, real estate availability and strong demand. Peer Analysis WH's rating reflects the company's diversification across brands, geographies and offerings relative to peers. Its system size of 907,200 rooms, development pipeline of 254,000 rooms and loyalty program of over 115 million members as of 1Q25 trails that of industry leaders, such as Hilton Hotels & Resorts (Hilton; not rated) and Marriott International (Marriott; not rated), which have system sizes of over 1 million, development pipelines roughly double that of WH and loyalty reward programs with more than 150 million members. However, WH tracks ahead of Hyatt Hotels Corporation (Hyatt; BBB-/Stable) and Accor S.A. (Accor; BBB-/Positive), with a larger total room count and pipeline size. WH is predominately exposed to lower chain scales, while Hilton, Accor, and Marriott offer brands across most chain scales and Hyatt focuses on high-end offerings. WH has lower top-line revenue than its lodging peers but leads in EBITDA margins. The asset-light business structure is fully franchised as compared to its lodging peers, which have a small percentage of owned, leased and managed portfolios. The focus on franchise revenue streams in the select-service space allows for lower operating costs and cash flow volatility. WH's stated financial policy of 3.0x-4.0x net leverage is wider in range relative to Marriott (3x-3.5x gross leverage), Hilton (3x-3.5x net leverage), Accor ( ********* 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. 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