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250526.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 26, 2025, Vol. 29, No. 145 Headlines 229 ELM ST: Seeks Chapter 11 Bankruptcy in District of Columbia 23ANDME HOLDING: Genetic Data Cache Relies on Prof. for Safekeeping 31 COLUMBUS: Section 341(a) Meeting of Creditors on June 26 4069 - 4089 MINNESOTA: Trustee Taps Redmon Peyton as Counsel 48FORTY SOLUTIONS: FSK Marks $178.1 Million 1L Loan at 23% Off 48FORTY SOLUTIONS: FSK Marks $4 Million 1L Loan at 23% Off 48FORTY SOLUTIONS: FSK Marks $6.6MM 1L Loan at 24% Off 620 ARKELL: Seeks to Hire Michael Jay Berger as Legal Counsel 660 SHERMAN: Seeks to Hire George E. Jacobs as Bankruptcy Counsel AASRAH 889 SUTTER: Case Summary & Three Unsecured Creditors AB INTERNATIONAL: Contributes Assets to AI+ Hubs for 6.68M Shares ACUREN: Moody's Affirms 'B2' CFR Following NV5 Global Transaction ADOC SSF: Seeks Chapter 11 Bankruptcy in Ohio ADVENTURE COAST: Georgia Factoring Case Remanded to State Court AEGIS TOXICOLOGY: Moody's Affirms 'Caa3' CFR, Outlook Stable AEGIS TOXICOLOGY: S&P Cuts ICR to 'D' on Missed Principal Payment ALC ENGINEERED: Gets Final OK to Access Cash Collateral ALEXFILI MGT: Section 341(a) Meeting of Creditors on June 23 ALFRESCO GROUP: Case Summary & One Unsecured Creditor ALIXPARTNERS LLP: Moody's Affirms 'B1' CFR, Outlook Remains Stable ALLEN PAVING: Seeks to Hire Yesner Law as Bankruptcy Counsel AMERIGAS PARTNERS: Fitch Rates Proposed Sr. Unsecured Notes 'B' AMERIGAS PARTNERS: Moody's Rates New Unsecured Notes Due 2030 'B2' ANCHOR GLASS: S&P Downgrades ICR to 'CCC-' on Refinancing Risk ANI PHARMACEUTICALS: S&P Withdraws 'BB-' Issuer Credit Rating ANNALEE DOLLS: Seeks to Use Cash Collateral ARROTEX AUSTRALIA: FSK Marks $10.8MM 1L Loan at 39% Off ASBESTOS CORP: June 2 Chapter 15 Recognition Hearing Set ASCEND PERFORMANCE: Seeks to Hire Ordinary Course Professionals ASMC LLC: Court Extends Cash Collateral Access to July 16 ASSOCIATION MOTOR: Gets Extension to Access Cash Collateral AY PHASE II: Secured Party to Sell Class A Interests on May 28 AY PHASE II: Secured Party to Sell Class B Interests on May 28 AZ 175TH STREET: Voluntary Chapter 11 Case Summary AZA TRANSPORTATION: Seeks Chapter 11 Bankruptcy in Illinois BACK COUNTRY ADVENTURE: Seeks Chapter 11 Bankruptcy in Utah BECKHAM JEWELRY: Seeks Cash Collateral Access Until June 30 BEECH INTERNATIONAL: Gets Extension to Access Cash Collateral BEELINE HOLDINGS: Raises $685.9K Under March 2025 Sale Agreements BLUELINX HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B+' ICR BOWERY FARMING: FS KKR Marks $16.2MM 1L Loan at 77% Off BOWERY FARMING: FS KRR Marks $6.4MM 1L Loan at 76% Off BRICKTON LP: Unsecured Creditors to be Paid in Full in Plan BRIGHT CARE: Seeks to Hire Broadway Advisors as Financial Advisor BROWN FAMILY: Seeks to Extend Plan Exclusivity to October 1 BULA DEVELOPMENTS: SBS, et al. Win Bid for Monetary Sanctions CACI INT'L: Moody's Affirms Ba1 CFR & Rates New Unsecured Notes Ba2 CAJOTA CONTRACTING: Seeks Subchapter V Bankruptcy in Pennsylvania CARBON SEQUESTRATION: Case Summary & One Unsecured Creditor CBRM REALTY: May 27 Deadline Set for Panel Questionnaires CES ENERGY: DBRS Hikes Issuer Rating to BB(low) CHAPMAN CBC: Gets Interim OK to Use Cash Collateral CHICAGO SMILES: Seeks Subchapter V Bankruptcy in Illinois CLAROS MORTGAGE: Goldman Sachs Holds 0.1% Stake as of March 31 CLEVELAND-CLIFFS INC: S&P Affirms 'BB-' Issuer Credit Rating COINBASE GLOBAL: Moody's Extends Review on 'B2' CFR for Upgrade COMMSCOPE HOLDING: Re-elects Directors, Ratifies EY as Auditor COMPASS GROUP: Moody's Cuts CFR to B2, Under Review for Downgrade CONFLUX LLC: Voluntary Chapter 11 Case Summary COWTOWN BUS: Court OKs Residual Assets Sale CROWN SUBSEA: Incremental Term Loan No Impact on Moody's 'B1' CFR CROWN SUBSEA: S&P Affirms 'B+' ICR Following Dividend Recap CUBIC CORP: FS KKR Marks $44.8 Million 2L Loan at 24% Off CUMBERLAND ACADEMY: Moody's Lowers Rating on Revenue Bond to B1 CXOSYNC LLC: Court Extends Cash Collateral Access to June 6 D LASSEN: Seeks Chapter 11 Bankruptcy in California DANA INC: Moody's Affirms 'Ba3' CFR, Outlook Stable DAVITA INC: Moody's Rates Proposed Senior Unsecured Notes 'Ba3' DAY SURGERY: Section 341(a) Meeting of Creditors on June 18 DERMTECH INC: Seeks to Extend Plan Exclusivity to July 15 DIGITAL ALLY: RBSM Out, Victor Mokuolu CPA In as New Auditor DOCUDATA SOLUTIONS: June 6, 2025 Claims Filing Deadline Set E.W. SCRIPPS: Fitch Hikes Rating on Sr. Secured Notes to 'B-' ECP OWNER: To Sell Apartments to Daniel Crosby and Mathew Medvene ELITE SCHOOL: Hires Waypoint Resources as Financial Advisor ELNUNU MEDICAL: Gets OK to Use Cash Collateral ESES LLC: Claims to be Paid From Continued Operations EVERYTHING CREATIVE: Gets Court OK to Use Cash Collateral EXTREME PROFITS: Seeks Subchapter V Bankruptcy in Florida FIREPAK INC: Court Extends Cash Collateral Access to June 9 FIRSTCASH INC: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable FLOATUS INC: Gets Interim Approval to Use Cash Collateral FOOTBALL NATION: Committee Taps Sullivan & Worcester as Counsel FRUGALITY INC: Gets Interim OK to Use Cash Collateral FULLER INVESTMENT: Seeks Subchapter V Bankruptcy in North Carolina GENERATIONS ON 1ST: Court Extends Cash Collateral Access to July 15 GENEVER HOLDINGS: Trustee Taps Marxer as Liechtenstein Counsel GIO LIQUOR: Section 341(a) Meeting of Creditors on June 18 GLOBAL CONCESSIONS: Final Cash Collateral Hearing Set for May 28 GRIFFIN GLOBAL: S&P Upgrades ICR to 'BB', Outlook Stable HALL OF FAME: Signs Merger Agreement With HOFV Holdings HEADWAY WORKFORCE: Seeks $1.13MM DIP Loan From Noor Strategies HM DUNN: FS KKR Marks $600,000 1L Loan at 17% Off HORSEY DENISON: Seeks to Hire YVS Law LLC as Bankruptcy Counsel HOUSE SPIRITS: Seeks $1.55MM DIP Loan from Insider Lenders INNOVATE CORP: S&P Downgrades ICR to 'CCC-' on Weak Liquidity INOVA PHARMACEUTICALS: FS KKR Marks $3.9MM 1L Loan at 26% Off INSTITUTO DE EDUCACION: Seeks Subchapter V Bankruptcy IVANTI SOFTWARE: Fitch Upgrades IDRs to 'B-', Outlook Stable IYA FOODS: Court Extends Cash Collateral Access to June 21 JJ BADA: Gets Final OK to Use Cash Collateral JUMP FINANCIAL: $250MM Loan Add-on No Impact on Moody's 'Ba1' CFR KBS REIT: Remains Neutral on West 4 Capital Mini-Tender Offer KLX ENERGY: Key Governance Proposals Fail at 2025 Meeting KW LAND: Section 341(a) Meeting of Creditors on June 17 LIDO 10: Gets Final OK to Use Cash Collateral LIFT SOCIETY: Seeks to Hire Blue Owl Valuation as Appraiser LIGADO NETWORKS: Settles AST Satellite Deal Dispute with Inmarsat LODGING ENTERPRISES: Gets OK to Use Cash Collateral Until Dec. 31 MABVAX THERAPEUTICS: Claim Filing Deadline Set for July 7 MARAVAI TOPCO: S&P Lowers ICR to 'B-', Outlook Negative MARINER WEALTH: Moody's Rates New Secured Term Loan Add-on 'Ba3' MAVIS TIRE: S&P Affirms 'B-' ICR on Correction of Debt Calculation MEATHEADZ LLC: Seeks Subchapter V Bankruptcy in New Jersey MEGNA HOSPITALITY: Files Emergency Bid to Use Cash Collateral MILLS ACADEMY: Seeks Chapter 11 Bankruptcy in Georgia MIRACLE RESTAURANT: Court Extends Cash Collateral Access to June 11 MIRION TECHNOLOGIES: Moody's Rates New Sr. Secured Term Loan 'Ba3' MISTER CHIMNEY: Court Denies Bid to Use Cash Collateral MODIVCARE INC: Nasdaq Notifies of MVPHS Deficiency MOLECULAR TEMPLATES: Taps Rock Creek Advisors as Financial Advisor MOM CA INVESTO: Claims Filing Deadline Set for June 11 MOUSEROAR LLC: Seeks Chapter 11 Bankruptcy in New York NBG HOME: FS KKR Marks $32.7MM 1L Loan at 87% Off NEUEHEALTH INC: Stockholders OK Merger Proposal With NH Holdings NEW DIRECTION: Gets Final OK to Use Cash Collateral NEW ERA: FS KKR Marks $24.9-Mil. 1L Loan at 23% Off NEW ERA: FS KKR Marks $4.7-Mil. 1L Loan at 23% Off NEW HOME: Moody's Affirms 'B2' CFR & Alters Outlook to Positive NEWS DIRECT: Gets OK to Use $101K in Cash Collateral Until June 18 NJ CITY UNIVERSITY: Moody's Alters Outlook on 'Ba2' Ratings to Pos. NORDAM GROUP: Fitch Affirms & Then Withdraws B- IDR, Outlook Stable NORTH AMERICAN CONSTRUCTION: DBRS Finalizes BB(high) Rating NORTHVOLT AB: To Cease Production in June 2025 w/ No Buyer Found NOSTRUM LABORATORIES: Gets Court Okay for $1.75MM Sale of Facility OAKLAND VILLAGE: Gets Interim OK to Use Cash Collateral OFFSHORE SAILING: Seeks Subchapter V Bankruptcy in Florida ONE CALL: FS KKR Marks $30.2-Mil. 2L Loan at 16% Off OSTEEN'S LOAD: Court Extends Cash Collateral Access to July 10 OUTFRONT MEDIA: Board Declares $0.30 Dividend Payable June 30 PALATIN TECHNOLOGIES: Moves to OTC Pink After NYSE Delisting Notice PAP-R PRODUCTS: Court Amends Second Interim Cash Collateral Order PARAGON INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors PHILLIPS TOTAL: Gets Final OK to Use Cash Collateral POOLE FUNERAL: Gets Interim OK to Use Cash Collateral Until July 17 PPS PROPERTY: Taps Robert C. Nisenson as Bankruptcy Counsel PR BINGHAM: Taps MMGREA LLC , ParaSell Inc as Real Estate Brokers PREMIER DENTAL: Moody's Lowers CFR to Caa3, Outlook Remains Stable PROVIDENTIAL LENDING: Hires Real Estate Investors as Counsel PUNKO ONE: Seeks Subchapter V Bankruptcy in Nevada PURDUE PHARMA: Delays Litigation as Bankruptcy Plan Vote Approaches R.A.R.E. CORP: Gets Interim OK to Use Cash Collateral Until June 12 RD HOLDCO: SLR Investment Marks $18.9MM 2L Loan at 59% Off REBELLION POINT: Gets Extension to Access Cash Collateral REDDIRT ROAD: Hearing on Bid to Use Cash Collateral Set for May 28 RESHAPE LIFESCIENCES: Completes 1-for-25 Reverse Stock Split RESHAPE LIFESCIENCES: Files $50M Shelf Registration on Form S-3 RITE AID: Taps Hilco Merchant & SB360 Capital as Consultants RJT FOOD: To Sell Watermill Property to Richard Bivona for $3.7MM ROCKRIDGE2016: Seeks Cash Collateral Access ROYAL INTERCO: Gets Court Clearance for $180MM Chapter 11 Sale RT ACQUISITION: Seeks Chapter 11 Bankruptcy in Tennessee RYMAN HOSPITALITY: Fitch Affirms BB- LongTerm IDR, Outlook Positive RYMAN HOSPITALITY: Moody's Rates New Senior Unsecured Notes 'Ba3' S.E.E.K. ARIZONA: Seeks Subchapter V Bankruptcy in Arizona SABRE GLBL: Moody's Rates New Sr. Secured Notes B3, Outlook Stable SAMSONITE GROUP: Fitch Affirms 'BB+' IDR, Outlook Stable SANUWAVE HEALTH: AWM Investment Reports 6% Equity Stake SBF VENTURES: Hires eXp Realty LLC as Real Estate Broker SCILEX HOLDING: Oramed Pharmaceuticals Holds 9.9% Equity Stake SERVANT GROUP: Gets Final OK to Use Cash Collateral SIERRA ENTERPRISES: S&P Withdraws 'B-' Issuer Credit Rating SILGAN HOLDINGS: Fitch Affirms 'BB+' IDR, Outlook Stable SK INDUSTRIES: Gets Extension to Access Cash Collateral SKYX PLATFORMS: Ups Series A-1 Preferred Shares to 480,000 SLEEP COUNTRY: DBRS Gives Prov. BB(low) Rating, Trend Stable SOLUNA HOLDINGS: Fails to Meet Nasdaq's Bid Price Requirement STICKY FINGERS: Seeks to Hire Curran & Company LLP as Accountant SUNNOVA ENERGY: Prepares Chapter 11 Bankruptcy Filing SURF 9: Seeks to Extend Plan Exclusivity to August 6 SWEEPING CORP: FS KKR Marks $8.3 Million 2L Loan at 45% Off SYNTHEGO CORP: Hires Epiq as Claims and Noticing Agent TBB DEEP: Seeks 120-Day Extension of Plan Filing Deadline TELEPHONE AND DATA: Fitch Keeps BB- LongTerm IDR on Watch Negative TEVA PHARMACEUTICAL: Fitch Hikes IDR to 'BB+', Outlook Stable TEXAS OILWELL: Gets Final OK to Use Cash Collateral TOMMY'S FORT: Court Approves Disclosure Statement TOMMY'S FORT: June 23 Plan Confirmation Hearing Set TONA DEVELOPMENT: Taps Ciardi Ciardi & Astin as Bankruptcy Counsel TONIX PHARMACEUTICALS: All Seven Proposals Passed at Annual Meeting TRANSOCEAN LTD: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR TRINITY INTEGRATED: Seeks Subchapter V Bankruptcy in Arizona TXMV2017 LLC: Claims Will be Paid from Property Sale/Refinance URBAN ONE: Moody's Appends 'LD' Designation to 'Caa2-PD' PDR URBAN ONE: S&P Raises ICR to 'CCC+', Outlook Negative V820JACKSON LLC: Seeks Cash Collateral Access VILLAGE AT GERMANTOWN: Fitch Affirms 'BB-' IDR, Outlook Stable VSG GROUP: Seeks to Hire Daryl A. Hensel CPA as Accountant WARREN RESOURCES: FS KKR Marks $24.3-Mil. 2L Loan at 14% Off WASTE SERVICES: FS KKR Marks $11.2-Mil. 1L Loan at 38% Off WATER'S EDGE: Seeks to Extend Plan Exclusivity to July 21 WESTERN METAL: Seeks to Hire Pack Law as Bankruptcy Counsel WINDMILL POINT: Gets Interim OK to Use Cash Collateral WOODMAN INVESTMENT: Seeks to Hire Michael Jay Berger as Counsel WW INTERNATIONAL: Seeks to Hire Kroll as Claims & Noticing Agent [] Baltimore Harborview Marina Up for Sale on May 28 ********* 229 ELM ST: Seeks Chapter 11 Bankruptcy in District of Columbia --------------------------------------------------------------- On May 15, 2025, 229 Elm St NW LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Columbia. According to court filing, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About 229 Elm St NW LLC 229 Elm St NW LLC is a real estate holding company that appears to own or manage property at 229 Elm Street NW in Washington, DC. The company is managed by Christos Retzos, who also owns 100% of the entity. 229 Elm St NW LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.C. Case No. 25-00185) on May 15, 2025. In its petition, the Debtor reports estimated assets and liabilities between $500,000 and $1 million each. The Debtors are represented by Frances C Wilburn, Esq. at Offit Kurman. 23ANDME HOLDING: Genetic Data Cache Relies on Prof. for Safekeeping ------------------------------------------------------------------- Cassandre Coyer of Bloomberg Law reports that the fate of genetic data belonging to over 15 million 23andMe users is now largely in the hands of a law professor appointed to oversee privacy concerns during the company's bankruptcy proceedings. Following Regeneron Pharmaceuticals Inc.'s May 19, 2025 agreement to acquire the majority of 23andMe's assets, Neil Richards -- a Washington University law professor -- was named the court-appointed privacy ombudsman. His responsibility is to evaluate 23andMe's privacy policies and determine whether the sale of sensitive genetic information can proceed, and under what conditions. Richards is expected to submit a report by June 10, 2025 advising the court on how the sale should be handled, suggesting safeguards to reduce risks to consumer privacy and reviewing Regeneron’s cybersecurity protocols. Typically, privacy ombudsmen are appointed to facilitate the smooth transfer of data assets in bankruptcy. However, given the sensitive nature of genetic data and heightened scrutiny from regulators, Richards' recommendations may carry more weight than usual. "We're only in the early stages," said Alan Chapell, a privacy lawyer who has served as ombudsman in over 25 cases. “It'll be interesting to see how this develops." Richards declined to comment ahead of his report, Bloomberg says. 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. 31 COLUMBUS: Section 341(a) Meeting of Creditors on June 26 ----------------------------------------------------------- On May 14, 2025, 31 Columbus Rosa Realty LLC, filed Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of New York. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Section 341(a) to be held on 6/26/2025 at 01:00 PM at Office of UST (TELECONFERENCE ONLY). About 31 COLUMBUS: Seeks Chapter 11 Bankruptcy in New York 31 Columbus Rosa Realty LLC is a single asset real estate company that owns property located at 31 Columbus Avenue in New Rochelle, New York. 31 Columbus Rosa Realty LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.DN.Y. Case No. 25-22419) on May 14, 2025. In its petition, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million . Honorable Bankruptcy Judge Sean H. Lane handles the case. The Debtors are represented by Anne J. Penachio at Penachio Malara LLP. 4069 - 4089 MINNESOTA: Trustee Taps Redmon Peyton as Counsel ------------------------------------------------------------ H. Jason Gold, the duly appointed Chapter 11 trustee for 4069 - 4089 Minnesota Ave NE, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Redmon, Peyton & Braswell, LLP as general counsel. The firm will render these services: a. advise and consult with Trustee concerning questions arising in the conduct of the administration of the estate and concerning Trustee’s rights and remedies with regard to the estate’s assets and the claims of secured, preferred and unsecured creditors and other parties in interest; b. appear for, prosecute, defend and represent Trustee’s interest in suits arising in or related to this case; c. investigate and prosecute preference and other actions arising under the Trustee’s avoidance powers; d. assist in the preparation and filing of such pleadings, motions, notices and orders as are required for the orderly administration of this estate; e. assist in the preparation of any disclosure statement and plan of reorganization; f. consult with and advise Trustee in connection with the operation of or the termination of the operation of the business of the Debtor; g. assist the Trustee in carrying out his duties in connection with any pension, retirement or benefit plan which may have been created or maintained by the Debtor for the benefit of the Debtor and/or employees of the Debtor; and h. assist in such other matters as Trustee may require. The firm will charge the Debtor at an hourly rate of $500 and will seek reimbursement of all out-of-pocket expenses incurred. Robert Marino, Esq., an attorney at Redmon Peyton & Braswell, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert M. Marino, Esq. Redmon Peyton & Braswell, LLP 510 King Street, Suite 301 Alexandria, VA 22314 Telephone: (703) 684-2000 Facsimile: (703) 684-5109 Email: rmmarino@rpb-law.com About 4069 - 4089 Minnesota Ave NE, LLC 4069 - 4089 Minnesota Ave is a debtor with a single real estate asset, as outlined in 11 U.S.C. Section 101(51B). 4069 - 4089 Minnesota Ave, NE, LLC in Washington, DC, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 25-00070) on Feb. 27, 2025, listing as much as $10 million to 50 million in both assets and liabilities. Oscar Portillo as managing member, signed the petition. Judge Elizabeth L Gunn oversees the case. LAW OFFICES OF RICHARD B. ROSENBLATT, PC serve as the Debtor's legal counsel. 48FORTY SOLUTIONS: FSK Marks $178.1 Million 1L Loan at 23% Off -------------------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $178,100,000 loan extended to 48Forty Solutions LLC to market at $135,800,000 or 77% of the outstanding amount, according to FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to 48Forty Solutions LLC. The loan accrues interest at a rate of 6.10% per annum. The loan matures on November 2029. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About 48Forty Solutions LLC 48Forty is a pallet management services company in North America. 48FORTY SOLUTIONS: FSK Marks $4 Million 1L Loan at 23% Off ---------------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $4,000,000 loan extended to 48Forty Solutions LLC to market at $3,100,000 or 78% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to 48Forty Solutions LLC. The loan accrues interest at a rate of 6.0% per annum. The loan matures on November 2029. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About 48Forty Solutions LLC 48Forty is a pallet management services company in North America. 48FORTY SOLUTIONS: FSK Marks $6.6MM 1L Loan at 24% Off ------------------------------------------------------ FS KKR Capital Corp. has marked its $6,600,000 loan extended to 48Forty Solutions LLC to market at $5,000,000 or 76% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to 48Forty Solutions LLC. The loan accrues interest at a rate of 6.0% per annum. The loan matures on November 2029. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About 48Forty Solutions LLC 48Forty is a pallet management services company in North America. 620 ARKELL: Seeks to Hire Michael Jay Berger as Legal Counsel ------------------------------------------------------------- 620 Arkell Drive House LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Michael Jay Berger as counsel. The firm will render these services: (a) communicate with creditors of the Debtor; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy petition; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the United states Trustee; (e) prepare status reports as required by the court; and (f) respond to any motions filed in the Debtor's bankruptcy proceeding. (g) respond to creditor inquiries; (h) review proofs of claim filed in the Debtor's bankruptcy; (i) object to inappropriate claims; (j) prepare Notices of Automatic Stay in all state court proceedings in which the Debtor is sued during the pendency of its bankruptcy proceedings; and (k) if appropriate, prepare a Chapter 11 Plan of Reorganization for the Debtor. The firm will be paid at these hourly rates: Michael Berger, Partner $695 Sofya Davtyan, Partner $645 Angela Gill, Sr. Associate Attorney $595 Robert Poteete, Associate Attorney $475 Senior Paralegals/Law Clerks $275 Paralegals $200 Law Offices of Michael Jay Berger received a retainer of $25,000. Mr. Berger 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: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd, 6th Floor Beverly Hills, CA 90212 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: Michael.Berger@bankruptcypower.com About 620 Arkell Drive House LLC 620 Arkell Drive House LLC is a newly built 18,400-square-foot Class A contemporary estate located in Beverly Hills, California. The property, situated at 620 Arkell Drive, is currently on the market for $100 million, with Christie's Real Estate SoCal, The Beverly Hills Estates, and Nest Seekers International handling the listing. 620 Arkell Drive House LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal.Case No.: 25-10774) on May 2, 2025. In its petition, the Debtor reports total assets of $100,019,301 and total liabilities of $27,894,361. Honorable Bankruptcy Judge Martin R. Barash handles the case. The Debtor is represented by Michael Jay Berger, Esq. at LAW OFFICES OF MICHAEL JAY BERGER. 660 SHERMAN: Seeks to Hire George E. Jacobs as Bankruptcy Counsel ----------------------------------------------------------------- 660 Sherman LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ George E. Jacobs, Esq. of Bankruptcy Law Offices as counsel. The attorney will provide these services: a. give the LLC legal advice with respect to its rights and duties in connection with this Chapter 11 proceeding; and b. perform all other legal services which may be necessary. George E. Jacobs, Esq. will be paid at $350 per hour. The firm was paid a retainer in the amount of $5,000 and will also be reimbursed for reasonable out-of-pocket expenses incurred. George E. Jacobs, Esq., a partner at Bankruptcy Law Offices, 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: George E. Jacobs, Esq. Bankruptcy Law Offices 2425 S. Linden Rd., Ste. C Flint, MI 48532 Tel: (810) 720-4333 Email: George@bklawoffice.com About 660 Sherman LLC 660 Sherman LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-43708) on April 11, 2025, listing $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. George E. Jacobs, Esq. at Bankruptcy Law Offices represents the Debtor as counsel. AASRAH 889 SUTTER: Case Summary & Three Unsecured Creditors ----------------------------------------------------------- Debtor: Aasrah 889 Sutter, LLC 5402 46th Street Maspeth, NY 11378 Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-42477 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Roberto Pagan-Lopez, Esq. PAGAN LOPEZ LAW 28-07 Jackson Ave. Tower Three Jackson, 5th Floor Long Island City, NY 11101 Tel: (646) 216-8881 Fax: (646) 490-2159 E-mail: rpagan@paganlopezlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Hafiz Uddin as president. A full-text copy of the petition, which includes a list of the Debtor's three unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/Z2FNWGQ/AASRAH_889_SUTTER_LLC__nyebke-25-42477__0001.0.pdf?mcid=tGE4TAMA AB INTERNATIONAL: Contributes Assets to AI+ Hubs for 6.68M Shares ----------------------------------------------------------------- AB International Group Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a Contribution Agreement with AI+ Hubs Corp, a Delaware corporation and newly formed wholly owned subsidiary. Pursuant to the terms of the Contribution Agreement, the Company contributed to AI+ Hubs the assets and liabilities associated with the following: 1) Intellectual property (IP) of ufilm AI Generated Creation, Productions Synthesis and Release System of Movie, TV series and Short series; 2) copyrights of short series; and 3) 100% interest of the subsidiary, AB Cinemas NY, Inc. AI+ Hubs accepted the assets and assumed the liabilities, as of May 5, 2025 (Effective Date). In exchange for the contribution, AI+ Hubs issued to the Company 6,680,500 shares common stock of AI+ Hubs. After the above contribution, AI+ Hubs shall engage in fundraising efforts to obtain approximately $1m in financing from outside sources. Also on May 5, 2025, the Company entered into a License Agreement with Airhub Releasing, Inc., a Delaware corporation, to acquire a license to intellectual property (IP) of ufilm -- AI Generated Creation, Productions Synthesis and Release System of Movie, TV series and Short series. This license has been transferred to AI+ Hubs in connection with the above Contribution Agreement. In consideration of the license, the Company or AI+ Hubs shall pay to the Airhub Releasing a non-refundable license fee of US$2,000,000 at the expiry of one month from the date of the agreement, which shall be settled in the following manner: (1) US$500,000 shall be payable in cash to Airhub Releasing and/or its nominee after the agreement becoming effective and within ten business days, (2) US$1,500,000 shall be payable in cash to Airhub Releasing and/or its nominee within ten business days after the SaaS software as a website using the IP having passed the test to be conducted by AI+ Hubs testing regarding the SaaS software approval and acceptance requirements. Full-text copies of the Contribution and License Agreement are filed as as Exhibit 10.1 and Exhibit 10.2, to the Company's Current Report on Form 8-K available at: https://tinyurl.com/n3f4pjwd About AB International Headquartered in Mt. Kisco, N.Y., AB International Group Corp. is an intellectual property (IP) and movie investment and licensing firm, focused on the acquisition and development of various intellectual property, including the acquisition and distribution of movies. Hackensack, N.J.-based Prager Metis CPAs, LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated November 26, 2024, citing that the Company had limited cash, an accumulated deficit of approximately $11.8 million and a limited working capital deficit of approximately $0.2 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders or external financing and achieving operating profits. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. ACUREN: Moody's Affirms 'B2' CFR Following NV5 Global Transaction ----------------------------------------------------------------- Moody's Ratings affirmed Acuren's B2 corporate family rating, its B2-PD probability of default rating, and the B2 rating on the company's existing senior secured revolving credit facility and the senior secured first lien term loan. This action follows the announcement on May 15, 2025 by Acuren Corporation, (parent of rated entity "Acuren Delaware Holdco, Inc.", or "Acuren"; B2 Stable) and NV5 Global, Inc. ("NV5"; unrated) that they have entered into a definitive merger agreement to combine the two companies. The transaction is subject to shareholder and regulatory approvals and is expected to close in the second half of 2025. The rating outlook remains stable. The total consideration for NV5 is approximately $1.7 billion, representing 10.3x 2025 adjusted EBITDA. As part of the purchase consideration, NV5 stockholders will receive $23.00 per share consisting of $10.00 in cash and $13.00 in shares of Acuren common stock at closing. Pro forma for the merger, current Acuren and NV5 shareholders are expected to own approximately 60% and 40% of the combined business, respectively. Acuren expects to fund the transaction with a combination of new debt and equity issuance as well as existing balance sheet cash. Moody's expects the company to issue an additional $850 million in secured term loan, pari passu with the existing secured term loan, and approximately $912 million in new equity. The remainder of the purchase consideration is expected to be funded by approximately $63 million in balance sheet cash. Acuren expects (on management's basis) post-closing total leverage to increase from 4.3x to 4.7x, inclusive of $20 million in assumed synergies (or 4.9x excluding synergies). RATINGS RATIONALE This transaction increases Acuren's scale, expands its end market, customer, and geographic exposure, and adds meaningful backlog and incremental cash flow generation capabilities. Moody's expects the company to realize meaningful revenue synergies in the coming years due to cross-selling opportunities as a result of limited overlap in service offering, geographic presence, and customer base. The combination with NV5 does expose Acuren to larger and lumpy projects with fixed price contracts in certain segments and end markets. NV5 also has significant exposure to a government and quasi-government customer base, which may be subject to budgetary funding and other risks. The transaction also increases Acuren's leverage. On a Moody's adjusted basis, Moody's expects the pro forma closing leverage to increase to approximately 5.7x from 4.5x. Through a combination of earnings growth expected in 2025 and management's focus on debt paydown via free cash flow generation, Moody's expects Moody's adjusted leverage to be reduced to approximately 5.2x over the next 12 to 18 months. Acuren's credit profile (B2 corporate family rating) is supported by its strong market position, a largely blue-chip customer base, and the recurring nature of most of its revenues since it provides safety critical, non-discretionary testing and inspection services. The rating also reflects its public company status following the change of ownership in 2024. Acuren's credit profile is constrained by its limited scale, moderate customer concentration and the cyclicality of its end markets. Acuren will be impacted by weakness in the end markets it serves even though it generates most of its revenues from maintenance and testing services, since new project work will ebb and customer spending on maintenance and testing could weaken in a downturn. The company's acquisitive history and the likelihood it will pursue additional deals in the future is also reflected in the rating. Acuren has demonstrated consistent revenue and EBITDA growth in recent years, through both organic and inorganic opportunities. The management team has also demonstrated its ability to successfully integrate acquisitions. Moody's expects this to continue with the contemplated merger of NV5; however this transaction is meaningfully larger than Acuren's other prior acquisitions and may present incremental integration challenges and complexities. The stable outlook assumes the company's operating results remain steady over the next 12-18 months, successfully integrates NV5 following the closing of the transaction, and continues to generate free cash flow to reduce its debt balance. LIQUIDITY Acuren's has good liquidity supported by an estimated $93 million in PF balance sheet cash following the closing of the transaction and a fully undrawn revolver, which has a current capacity of $75 million and may be upsized as part of the transaction. Moody's expects both Acuren and NV5 to consistently generate positive free cash flow as a result of its low capex requirements. The existing revolving credit facility is subject to a springing first lien net leverage ratio covenant, tested when utilization exceeds 35% of capacity. The existing secured term loan does not have any financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if the company materially enhances its scale and end market diversity, sustains its profit margins, maintains its Moody's adjusted leverage below 4.0x and generates RCF/Net Debt of at least 15% on a sustained basis. Moody's could consider a downgrade if the company has a weaker than expected operating performance that results in a material deterioration in its credit metrics. The Moody's adjusted leverage ratio sustaining above 5.5x or the interest coverage ratio (EBITDA/Interest) persisting below 2.5x could lead to a downgrade. A significant reduction in borrowing availability or liquidity could also result in a downgrade. PROFILE Headquartered in Tomball, Texas, Acuren provides non-destructive testing, rope access, drone and robotic services, infrared inspection, calibration services, lab testing, engineering and nested operations and maintenance crews to the refining, chemical, petrochemical, pipeline, power, paper & pulp and industrial sectors. The company generated approximately $1.1 billion in revenues during the LTM period ending March 31, 2025. Headquartered in Hollywood, FL, NV5 provides consulting and certification solutions for the public and private sectors. NV5 operates through Infrastructure (INF), Building, Technology, and Sciences (BTS), and Geospatial Solutions (GEO) segments. Service offerings include engineering, assessment, and consulting services to infrastructure, utilities, construction, geospatial and other end markets. The company generated approximately $968 million in revenues during the LTM period ending March 31, 2025. The principal methodology used in these ratings was Construction published in April 2025. ADOC SSF: Seeks Chapter 11 Bankruptcy in Ohio --------------------------------------------- On May 16, 2025, ADOC SSF LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Ohio. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 50 and 99 creditors. The petition states funds will be available to unsecured creditors. About ADOC SSF LLC ADOC SSF LLC is a scientific research and development services company based in West Jefferson, Ohio. ADOC SSF LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 25-52141) on May 16, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge John E. Hoffman Jr handles the case. The Debtors are represented by Maria G. Carr, Esq. and Scott N. Opincar, Esq. at Mcdonald Hopkins LLC. ADVENTURE COAST: Georgia Factoring Case Remanded to State Court --------------------------------------------------------------- In the adversary proceeding captioned as NORTHWEST GEORGIA FACTORING GROUP, Plaintiff v. ADVENTURE COAST, LLC and MARCUS COOLEY, Defendants, ADVERSARY PROCEEDING NO. 25-05067-LRC (Bankr. N.D. Ga.), Judge Lisa Ritchey Craig of the United States Bankruptcy Court for the Northern District of Georgia granted Northwest Georgia Factoring Group's emergency motion to remand the removed case SUCV202400257 to the Superior Court of Newton County. Adventure Coast, LLC filed a notice of removal of the Newton County Superior Court case SUCV202400257 to the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division, pursuant to 28 U.S.C. Secs. 1334 and 1452. Debtor was not a named party in the removed case. However, at the time of the removal had filed a motion to intervene as a defendant and counterclaimant, which has not yet been ruled upon. On Dec. 10, 2024, Plaintiff served the complaint filed in the removed case, which sought to recover on a personal guarantee of the Factoring Agreement signed by Debtor's principal, Marcus Cooley. Defendant filed an initial answer and counterclaim pro se. Plaintiff seeks to have the case remanded to Newton County Superior Court, pursuant to 28 U.S.C Sec. 1452(b), because Debtor was not a party to the removed case. Debtor opposes the emergency motion. An underlying suit within the jurisdiction granted by 28 U.S.C. Sec. 1334(b) can be removed properly by any party under section 1452, according to the Court. Judge Craig explains, "Section 1452(a) says that a party can remove an action. It does not say that a non-party can remove as long as the requirements of bankruptcy jurisdiction are satisfied or so as long as he qualifies as a party in interest." The Court finds the Debtor's removal did not comply with the requirements of the statute. The Court concludes that a non-party does not have authority to remove a case from state court to federal court. In the face of a request for remand, and absent the waiver of this procedural defect, the removed case will be remanded. A copy of the Court's decision dated May 12, 2025, is available at https://urlcurt.com/u?l=J8xHH7 from PacerMonitor.com. About Adventure Coast, LLC Adventure Coast, LLC is an equipment rental service provider specializing in trailers, restrooms, showers, generators, and other production essentials for the film, broadcast, live events, private events, and sports industries. With locations across major cities like Atlanta, Nashville, and Orlando, the Company provides nationwide service for everything from large-scale productions to intimate events. Its extensive inventory includes talent trailers, RVs, office trailers, shower trailers and heavy equipment. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N. D. Ga. Case No. 25-50682) on January 22, 2025. In the petition signed by Marcus Cooley, CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Benjamin Keck, Esq., at Keck Legal, LLC, represents the Debtor as legal counsel. AEGIS TOXICOLOGY: Moody's Affirms 'Caa3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Ratings downgraded Aegis Toxicology Sciences Corporation's ("Aegis") Probability of Default Rating to D-PD from Caa3-PD. Concurrently, Moody's affirmed the company's Corporate Family Rating at Caa3 and senior secured first lien bank credit facility rating at Caa3. The outlook remains stable. The downgrade of the PDR to D-PD reflects that Aegis did not make its scheduled principal payment on its senior secured first lien term loan on its maturity date of May 9, 2025. The company entered into a forbearance agreement with its senior secured first lien term loan lenders upon missing its principal payment at maturity. Moody's views the missed payment as a default, regardless of the forbearance agreement. The first lien term loan forbearance agreement allows for a 45 day grace period on the payment. The D-PD PDR designation will remain in place until a resolution of the principal payment default during the forbearance agreement period. Governance considerations are material to the rating action. Aegis was unable to refinance or repay its term loan by its maturity date and thus Moody's deemed it a payment default, regardless of the forbearance agreement it entered with lenders. RATINGS RATIONALE Aegis's Caa3 CFR is constrained by very high refinancing risk, high financial leverage, small scale relative to much larger competitors, and its revenue concentration in niche toxicology testing. The toxicology industry continues to face exposure to pricing pressure and the potential for meaningful reimbursement rate cuts in the coming years. Partially mitigating some of these constraints, the company's ratings are supported by its ability to generate slightly positive free cash flow, limited capital expenditure requirements, and stable demand for the company's services with revenues that remain somewhat higher relative to pre-COVID pandemic levels. Aegis' liquidity will remain weak until it refinances its term loan. For routine operations, the company's liquidity is supported by approximately $16 million of cash as of September 30, 2024. Moody's expects that the company will generate minimal free cash flow in the next 12 months. The company's revolving credit facility expired in 2023, so there is no external source of funding available to Aegis. Aegis' senior secured first lien term loan is rated Caa3, equivalent to the company's Caa3 Corporate Family Rating. This reflects the fact that senior secured obligations represent the preponderance of the company's debt. The stable outlook reflects Moody's views that Moody's believes the current ratings appropriately reflect the company's expected performance and estimated recovery rate. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although unlikely in the near term, the ratings could be upgraded if the company successfully refinances its maturing debt and demonstrates sustained improvements in operating performance and liquidity. Additionally, the probability of default rating could be upgraded on a successful resolution of the non-payment of the outstanding principal of the term loan outside of bankruptcy. The ratings could be downgraded if Aegis is unable to successfully repay its term loan within the 45 day forbearance period or if recovery expectations deteriorate further. Aegis Toxicology Sciences Corporation (Aegis), headquartered in Nashville, TN, is a specialty toxicology laboratory providing services to the healthcare, sports, workplace and biopharma industries. The company is privately-owned by affiliates of financial sponsor ABRY Partners II, LLC (ABRY) and it generated revenue of roughly $132 million in the twelve months ended September 30, 2024. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. AEGIS TOXICOLOGY: S&P Cuts ICR to 'D' on Missed Principal Payment ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Aegis Toxicology Sciences Corp. and its issue-level rating on its term loan to 'D' from 'CCC-'. Aegis did not repay or refinance its $164 million term loan on time or within five business days of the May 9, 2025, maturity. S&P said, "The downgrade to 'D' reflects Aegis' failure to make its principal payment on time. We plan to reassess our ratings once the company exits its forbearance agreement. Our reassessment will reflect its revised capital structure and our forward-looking opinion of its creditworthiness, including debt maturities, liquidity, and free cash flow." ALC ENGINEERED: Gets Final OK to Access Cash Collateral ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri issued a final order allowing ALC Engineered Solutions, LLC to continue using cash collateral. The final order required the company to provide protection to its secured creditor, Always.Bank, a Division of 22nd State Bank, in the form of a monthly payment of $5,000. The monthly payment will start this month and will continue until ALC files and obtains confirmation of a Subchapter V Chapter 11 plan or if the company and Always.Bank mutually agree to a modification on the amount of the payment. As additional protection, Always.Bank will receive a replacement lien on any equipment, inventory or raw materials acquired by ALC after its Chapter 11 filing and any proceeds from the sales of those assets. About ALC Engineered Solutions Founded in 1983, ALC Engineered Solutions, LLC (doing business as Kluhsman Machine) is a custom machining company based in Lockwood, Mo., specializing in precise manufacturing across a variety of sectors. ALC filed Chapter 11 petition (Bankr. W.D. Mo. Case No. 25-60147) on March 14, 2025, listing up to $50,000 in assets and up to $10 million in liabilities. Ryan Wheeler, co-owner and chief executive officer of ALC, signed the petition. Judge Brian T. Fenimore oversees the case. Ryan A. Blay, Esq., at WM Law, PC, represents the Debtor as bankruptcy counsel. ALEXFILI MGT: Section 341(a) Meeting of Creditors on June 23 ------------------------------------------------------------ On May 16, 2025, ALEXFILI Mgt Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of New York. According to court filing, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A Meeting of creditors under Section 341(a) to be held on June 23, 2025 at 10:30 AM at Telephonic Meeting: Phone 1 (877) 929-2553, Participant Code 1576337#. About ALEXFILI Mgt Inc. ALEXFILI Mgt Inc. is a single asset real estate company based in College Point, Queens, NY. ALEXFILI Mgt Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-42369) on May 16, 2025. In its petition, the Debtor reports estimated assets and liabilities between $500,000 and $1 million each. Honorable Bankruptcy Judge Elizabeth S. Stong handles the case. The Debtors are represented by Kenneth Rosellini, Esq. ALFRESCO GROUP: Case Summary & One Unsecured Creditor ----------------------------------------------------- Debtor: Alfresco Group, LLC 6033 South 66th Avenue East Tulsa, OK 74145 Business Description: Alfresco Group, LLC owns 22 acres of commercial land in Tulsa County, Oklahoma, comprising multiple tracts designated for multifamily and hotel development. The parcels, located in Tulsa, have a combined assessed value of $564,300. Chapter 11 Petition Date: May 23, 2025 Court: United States Bankruptcy Court Northern District of Oklahoma Case No.: 25-10708 Judge: Hon. Paul R Thomas Debtor's Counsel: Ron Brown, Esq. BROWN LAW FIRM PC 1609 E. 4th St. Tulsa OK 74120 Tel: (918) 585-9500 E-mail: ron@ronbrownlaw.com Total Assets: $564,300 Total Liabilities: $3,246,900 The petition was signed by Antoine Harris as manager. The Debtor named BOF Holdings I, LLC, located at 1209 N Orange St. in Wilmington, Delaware, as its sole unsecured creditor, with an estimated claim totaling $2.68 million. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/R4YLO3I/Alfresco_Group_LLC__oknbke-25-10708__0001.0.pdf?mcid=tGE4TAMA ALIXPARTNERS LLP: Moody's Affirms 'B1' CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Ratings affirmed AlixPartners, LLP (AlixPartners) B1 corporate family rating and B1-PD probability of default rating. Moody's also affirmed its senior secured first-lien credit facilities at B1. The credit facilities include an approximately $2,100 million term loan due 2028, a Eu330 million term loan due 2028 and a $170 million revolving facility expiring 2026. The rating outlook remains stable. AlixPartners is a global provider of business consulting services. The affirmation of the B1 CFR follows the continued strong performance of the company, illustrated by continued organic revenue growth, sustained EBITDA margins and improved credit metrics. Moody's considers AlixPartners a global leader in the consulting space with a track record of organic revenue growth, which Moody's expects will continue to support the ratings. RATINGS RATIONALE The B1 CFR reflects AlixPartners': 1) established market position globally across its client base and track record in creating revenue growth; 2) diversified and highly specialized business practices with a track record of cross selling across practices; 3) cash generative model and ability to reduce leverage; 4) strong and stable EBITDA margins above 20% through the cycle supported by a balanced business profile that includes a mix of cyclical, non-cyclical and counter-cyclical businesses. Moody's assumes the company will reduce debt/EBITDA leverage to around 4.5x by year-end 2025 in the absence of any new debt issuance. Moody's adds back a portion of stock based compensation to EBITDA since equity compensation is discretionary and Moody's believes that the company will reduce compensation expense to maintain margins in a business downturn. The ratings also reflects the company's: 1) aggressive financial policies, as evidenced by frequent, sizeable and debt-funded shareholder distributions; 2) high financial leverage when compared to similarly rated companies, as well as low free cash flow to debt expected in 2025; 3) reliance on attraction and retention of key staff; and 4) lack of recurring revenue with reliance on winning repeat business with new and existing customers. Moody's expects that special distributions will continue on an opportunistic basis, but also that the company will limit distributions during times of constrained revenue growth. The company has a stated leverage ceiling of 5.0x as calculated by the company, so Moody's do not expect leverage to rise above that level. Moody's expects that AlixPartners will maintain a good liquidity profile, supported by its cash balance of $445 million (which is largely earmarked for accrued bonuses) as of December 31, 2024 and free cash flow generation. Moody's expects that AlixPartners will be able to generate free cash flow annually of around $300 million before distributions. The company has access to the $170 million revolving credit facility, but as the revolver expires in early 2026, Moody's do not consider it a source of external liquidity. Moody's also expects that the company will execute strategic bolt-on acquisitions that would be funded primarily with internally generated cash. The affirmation of the B1 rating on the senior secured first lien credit facility ratings, at the same level with the B1 CFR, reflects the capital structure that is entirely composed of this class of debt. The credit facilities are secured by substantially all domestic assets of the borrower (AlixPartners, LLP) and its guarantors (represented by holding companies and the company's domestic subsidiaries and 65% of capital stock of foreign subsidiaries). The stable outlook reflects Moody's expectations that the company will maintain its solid market position with clients and continue to achieve revenue growth and stable or improving profit margins. The outlook also incorporates the view that the company will be able to build upon successful engagements with clients that will help in winning bids and cross selling expertise for future engagements with new and existing clients. Moody's also assumes that employee turnover rates will remain stable. The stable outlook incorporates the view that AlixPartners' clients generally will not need to pull back on spending for consulting projects and will maintain their budgets for projects. Moreover, the outlook assumes that the company will continue to reduce debt leverage as the earnings base increases, with free cash flow to debt improving to the mid to high single digit area over the next two years. In addition, the stable outlook assumes that debt financed distributions may be made from time to time to retain senior talent as part of compensation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: 1) AlixPartners continues to generate strong revenue growth, whether via organic growth or acquisitions that implies increasing market share; 2) the company demonstrates a commitment to more conservative financial policies; and 3) debt/EBITDA declines and remains around 4.0x and free-cash-flow to debt is sustained above 10%. The ratings could be downgraded if: 1) the company experiences declining revenues, operating margin pressure or high employee turnover rates; 2) the company exhibits financial policies whereby it completes debt-financed distributions or acquisitions which cause debt/EBITDA to be sustained above 5.5x; 3) there is a change in the ownership structure that leads to more aggressive financial policies or weaker credit metrics or 4) a material weakening in liquidity could also pressure the ratings. AlixPartners is a global provider of a broad range of consulting services, including Advisory, Risk, and Turnaround & Restructuring. The company operates 26 offices located in the Americas, Europe, the Middle East and Asia. Since January 2017, AlixPartners' owners include the company's founder, Jay Alix, a group of investors composed of Caisse de dépôt et placement du Québec, PSP Investments, and Investcorp, and its managing directors. In 2024, AlixPartners generated revenues of approximately $2.4 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ALLEN PAVING: Seeks to Hire Yesner Law as Bankruptcy Counsel ------------------------------------------------------------ Allen Paving & Construction LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Yesner Law, P.L. as bankruptcy counsel. The firm will render these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in-Possession in the continued operation of its business and management of its property; if appropriate; b. prepare, on the behalf of your applicant, necessary applications, answers, orders, reports, complaints, and other legal papers and appear at hearings thereon; and c. perform all other legal services for Debtor as Debtor-in-Possession which may be necessary, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. Yesner Law, P.L. will charge $350 per hour for Attorney Shawn Yesner's time, $250 per hour for Associate Attorney's time and $100 per hour for paralegal time. The firm received a retainer in the amount of $15,000. Shawn Yesner, Esq., a partner at Yesner 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 through: Shawn M. Yesner, Esq. Yesner Law, P.L. 2753 State Road 580, Suite l 06 Clearwater, FL 33761 Telephone: (813) 774-5737 Facsimile: (813) 344-0950 Email: shawn@yesnerlaw.com About Allen Paving & Construction LLC Allen Paving & Construction LLC, dba Paver Solutions is an outdoor living contractor based in Saint Petersburg, Florida. Founded in 2002, the Company specializes in designing and installing custom paver features for residential and commercial properties. Its services include pool decks, driveways, walkways, patios, fire pits, outdoor kitchens, outdoor lighting, and landscaping. Allen Paving & Construction LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-02464) on April 18, 2025. In its petition, the Debtor reports total assets of $892,619 and total liabilities of $2,406,131. Honorable Bankruptcy Judge Catherine Peek Mcewen handles the case. The Debtor is represented by Shawn M. Yesner, Esq. at YESNER LAW, PL. AMERIGAS PARTNERS: Fitch Rates Proposed Sr. Unsecured Notes 'B' --------------------------------------------------------------- Fitch Ratings has assigned a rating of 'B' with a Recovery Rating of 'RR4' to AmeriGas Partners, L.P.'s proposed senior unsecured notes co-issued by AmeriGas Finance Corp. Proceeds from the senior notes, along with cash on hand and borrowings from the senior secured ABL RCF, will be used to repay the senior unsecured August 2026 notes. The rating on the notes assumes no material variation in the final terms. AmeriGas' Long-Term Issuer Default Rating (IDR) is 'B'. The Rating Outlook is Negative. AmeriGas' ratings reflect actual and Fitch's expected EBITDA leverage above 5.5x. The Negative Outlook reflects execution risks of AmeriGas' core focus areas. Recent winters highlighted the need for stabilization and improvements to achieve its goals. Limited time remains until late calendar year 2026, when Fitch expects refinancing of the May 2027 notes. Uncertainty persists regarding 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, pro forma the proposed senior notes issuance. 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 on improving 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 intercompany loan, which Fitch deems 100% debt credit. Fitch expects future UGI family support could occur through transactions like 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 the 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 $712 million of maturing debt in 2027 and around $493 of senior notes maturing in 2028 following the repayment of the 2026 senior notes. 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 AmeriGas' 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 had not been attempted in previous turnaround plans. AmeriGas is focusing improvement efforts on efficient deliveries for their highest margin customers. In addition, 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 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. AmeriGas also has its own finance team and liquidity access. Due to the 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 has improved following a series of large acquisitions that increased 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 more 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 Fitch's latest "Global Economic Outlook" at 4.25% for 2025 and 3.50% in 2026; - No distributions paid by AmeriGas in the near term; - Average retail unit margins remain flat through 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 versus 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 GC 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 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 addition, 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. After the proposed senior notes issuance and the repayment of the $664 million senior notes maturing August 2026, there will be debt maturing annually from 2027 through 2030. 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. Date of Relevant Committee 16 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 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 ----------- ------ -------- AmeriGas Finance Corp. senior unsecured LT B New Rating RR4 AmeriGas Partners, L.P. senior unsecured LT B New Rating RR4 AMERIGAS PARTNERS: Moody's Rates New Unsecured Notes Due 2030 'B2' ------------------------------------------------------------------ Moody's Ratings assigned a B2 rating to AmeriGas Partners, L.P.'s (AmeriGas) proposed senior unsecured notes due 2030. AmeriGas' other ratings, including its B1 Corporate Family Rating and existing B2 senior unsecured notes ratings, and negative outlook remain unchanged. AmeriGas will use the net proceeds from its senior notes due 2030, cash on the balance sheet and revolver borrowings to refinance its $664 million in senior notes due 2026. "AmeriGas' refinancing transaction is an important step in reducing debt and extending its maturity profile," commented Jonathan Teitel, a Moody's Vice President. RATINGS RATIONALE AmeriGas' B1 CFR benefits from the company's large scale in a fragmented market, a national footprint across the US, and broad customer diversification. Recently, AmeriGas' financial position was bolstered by an intercompany loan due in January 2027 from UGI International, LLC (UGI International, Ba2 stable) which funded the repayment of the senior notes due in May 2025. AmeriGas plans to use free cash flow to repay this loan and as of March 31, 2025, had repaid $21 million. The company's ability to generate free cash flow and maintain lower debt levels will depend on its success in improving long-term customer retention and operating efficiency, and effective cost and working capital management, amid the inherent uncertainty of weather conditions. Asset sales could also support debt repayment. Lower debt and enhanced financial flexibility are crucial to a stronger balance sheet and increased resilience during periods of warmer weather and lower EBITDA. Retail volumes and EBITDA have declined over recent years, partly due to operational challenges and customer churn. AmeriGas' EBITDA for the six months ended March 31, 2025, was higher than the prior year period due to colder weather driving higher volumes, partially offset by customer attrition. As a propane distributor, AmeriGas is exposed to seasonal demand fluctuations tied to winter weather but benefits from a leading market share in propane distribution in the US and a diverse customer base. The SGL-3 rating reflects expectations that AmeriGas will maintain adequate liquidity through mid-2026. As of March 31, 2025, AmeriGas had an undrawn ABL revolver due in 2029 with $300 million in lender commitments and a $299 million borrowing base. For the six months ending March 31, 2025, the average and peak borrowings on the facility were $41 million and $85 million. As of March 31, 2025, AmeriGas had $44 million in cash and approximately double this amount by the end of April. The revolver has a covenant requiring liquidity equal to or greater than the outstanding principal amount of any senior notes maturing within 91 days plus 20% of the maximum revolving advance amount. The revolver also includes a springing minimum fixed charge coverage ratio of 1.0x. This covenant is triggered when undrawn availability falls below the greater of (1) 10% of the lesser of lender commitments and the borrowing base and (2) 7.5% of the lender commitments. Moody's do not anticipate this covenant will be triggered through mid-2026. Following the repayment of the 2026 senior notes, AmeriGas' next debt maturities are the intercompany loan due January 2027 and the senior notes due May 2027. AmeriGas' senior unsecured notes are rated B2, one notch below the CFR. These notes, which are not guaranteed by AmeriGas Propane, L.P. (AmeriGas' principal operating subsidiary), are structurally subordinated to AmeriGas Propane, L.P.'s senior secured ABL revolver. Additionally, AmeriGas' unsecured intercompany loan is subordinated to the senior notes. Neither UGI Corporation guarantees AmeriGas' debt, nor does AmeriGas guarantee UGI Corporation's debt. However, UGI Corporation's debt agreements contain cross-default provisions that are triggered if AmeriGas misses principal or interest payments on more than $125 million in principal amount of debt. AmeriGas' negative outlook reflects the company's high leverage and constrained financial flexibility amid ongoing operational challenges. The company is focused on improving performance and further reducing debt but more has yet to be done to deliver on these goals. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a downgrade include weakened liquidity; debt/EBITDA that does not decline below 5.5x on a sustained basis; or EBITDA/interest below 2.0x. Factors that could lead to an upgrade include sustaining debt/EBITDA below 4.5x; improved financial flexibility; and EBITDA/interest above 2.75x. AmeriGas is a marketer and distributor of propane in the US. It is a wholly owned subsidiary of UGI Corporation, a publicly traded holding company. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ANCHOR GLASS: S&P Downgrades ICR to 'CCC-' on Refinancing Risk -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based glass packaging manufacturer Anchor Glass Container Corp. to 'CCC-' from 'CCC+'. S&P said, "At the same time, we lowered our issue-level ratings on the company's first-lien and second-lien term loans to 'CCC-' from 'CCC+' and 'C' from 'CCC-', respectively. The recovery rating on the first-lien debt remains '4', indicating our expectation for average (30%-50%; rounded estimate: 35%) recovery of principal in payment default; the recovery rating on the second-lien debt remains '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery of principal. "The negative outlook reflects the risk that the company could pursue a distressed exchange or restructuring that we view as tantamount to default." Anchor's upcoming maturities and uncertain macroeconomic conditions present elevated refinancing risk. Most of the debt in Anchor's capital structure is maturing within the next 12 months; its asset-based lending (ABL) credit facility is due March 2026, and its first-lien debt will be due June 2026 (roughly $670 million in total), under our assumption that the company will exercise the six-month extension option of its first- and second-lien term loans before the September 2025 deadline. Given the company's limited liquidity, with no cash on hand and $58.5 million drawn on the ABL as of March 31, 2025, Anchor will need to refinance or amend its capital structure within the next 12 months to avoid payment default. S&P said, "We are forecasting low-single-digit percent revenue declines given heighted macroeconomic certainty and additional planned furnace closures in 2025. The company ended 2024 with revenues increasing over 5%, supported by an improvement in pricing, along with favorable product mix. This more than offset a decrease in overall shipments, which included the impact from the closure of its Jacksonville manufacturing plant, which allowed the company to exit the mass beer market. This led to S&P Global Ratings-adjusted leverage at 7.0x at year end. A $20 million working capital outflow as a result of an increase in receivables led to S&P Global Ratings-adjusted free operating cash flow (FOCF) of negative $17 million, though we expect this will, in part, unwind in 2025, leading to an inflow for the year. However, we are forecasting low-single-digit percent revenue declines in 2025 given lower shipment volumes amid economic uncertainty. Additionally, the company is planning for elevated capital spending of $60 million in 2025, primarily a result of a furnace rebuild at one of its sites in the fourth quarter. If the company is unable to achieve its working capital targets or volume declines are greater than we expect, the company's liquidity could be further challenged. "The negative outlook on Anchor Glass reflects its upcoming debt maturities. We believe the company's capital structure is currently unsustainable and that current market conditions make refinancing unlikely, increasing the risk of payment default over the next six months. "We could lower the ratings if we expect a default to be a virtual certainty. This could occur if the company engages in a distressed restructuring. "We could raise the rating on Anchor if the company successfully refinances its upcoming maturities or extends them through an amendment of its credit agreement in a manner we would not consider tantamount with a default." ANI PHARMACEUTICALS: S&P Withdraws 'BB-' Issuer Credit Rating ------------------------------------------------------------- S&P Global Ratings withdrew its 'BB-' issuer credit rating on ANI Pharmaceuticals Inc. at the issuer's request. At the time of the withdrawal, S&P's outlook on the company was stable. ANNALEE DOLLS: Seeks to Use Cash Collateral ------------------------------------------- Annalee Dolls, LLC asked the U.S. Bankruptcy Court for the District of New Hampshire for authority to continue using up to $401,366 in cash collateral and provide adequate protection, during May and June 2025. The Debtor proposed providing adequate protection to lienholders—primarily Customers Bank, which holds a first-priority lien—by maintaining insurance policies, providing insurance certificates, and granting replacement liens on post-petition assets equivalent in scope and priority to the pre-petition liens. The cash collateral will only be used to fund regular operating costs and not for new inventory purchases, although the Debtor anticipates making such purchases later in the summer if tariff conditions and purchase financing allow. The Debtor argued that Customers Bank is oversecured based on the Debtor's current assets and business operations, and that there is no risk of significant diminution in the value of collateral over the short term. It also emphasized that denying the use of cash collateral would irreparably harm the Debtor's reorganization efforts. The Debtor expects to end the use period with $161,838 in cash and has opened discussions with creditors to move forward with a reorganization plan. A copy of the motion is available at https://urlcurt.com/u?l=SdCyyX from PacerMonitor.com. About Annalee Dolls LLC Annalee Dolls, LLC is an American company known for its handcrafted felt dolls that embody holiday themes and whimsical charm. Founded in 1934, the business has become a staple of collectible Americana, with its headquarters and flagship store located in Meredith, New Hampshire. The company continues to attract visitors and collectors with its nostalgic products and scenic gift shop near Lake Winnipesaukee. Annalee Dolls sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.H. Case No. 25-10232) on April 11, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Kimberly Bacher handles the case. The Debtor is represented by William S. Gannon, Esq. at William S. Gannon, PLLC. ARROTEX AUSTRALIA: FSK Marks $10.8MM 1L Loan at 39% Off ------------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $10,800,000 loan extended to Arrotex Australia Group Pty Ltd. to market at $6,600,000 or 61% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to Arrotex Australia Group Pty Ltd. The loan accrues interest at a rate of 5.8% per annum. The loan matures on June 2028. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About Arrotex Australia Group Pty Ltd. Arrotex Australia Group Pty Ltd. is engaged in biotechnology and life sciences. ASBESTOS CORP: June 2 Chapter 15 Recognition Hearing Set -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York scheduled a hearing on June 2, 2025, at 11:00 a.m. (Eastern) before the Hon. Martin Glenn, Courtroom 523, One Bowling Green, New York, New York 10004, to consider approval of and official form of voluntary petition for Asbestos Corporation Limited and the verified petition and motion of the foreign representative for (a) recognition of the Companies' Creditors Arrangement Act proceeding as a foreign main proceeding and (b) certain related relief with the Court. Objections to the approval of the Debtor's petition and motion, if any, must be filed no later than 4:00 p.m. (Eastern) on May 27, 2025. As reported in the Troubled Company Reporter on May 13, 2025, Asbestos Corporation Limited announced on May 7, 2025, that an order from the Superior Court of Quebec (Commercial Division) granting ACL protection under the Companies' Creditors Arrangement Act has been granted. Raymond Chabot Inc. has been appointed pursuant to the Initial Order as monitor of ACL in order to assist the Company with its restructuring efforts and to report to the Court. The application was filed by third parties and the Company became a co-applicant. ACL also filed a petition under Chapter 15 of the US Bankruptcy Code in the Southern District of New York for recognition of the CCAA proceedings in the United States. About Asbestos Corp Mazarin Inc. and Asbestos Corporation Limited are two natural resource companies whose focus is on the development of industrial minerals in order to provide value-added products that meet the criteria of customers worldwide with regard to performance and economic and ecological concerns. Mazarin's shares trade on the NEX Board of TSX Venture Exchange under the stock symbol MAZ.H. Asbestos Corporation Limited's shares trade on the NEX Board of TSX Venture Exchange under the stock symbol AB.H. ASCEND PERFORMANCE: Seeks to Hire Ordinary Course Professionals --------------------------------------------------------------- Ascend Performance Materials Holdings Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain non-bankruptcy professionals in the ordinary course of business. The Debtors need ordinary course professionals to perform services for matters unrelated to this Chapter 11 case. The Debtors seek to pay OCPs 100 percent of the fees and expenses incurred. The Debtors do not believe that any of the OCPs have an interest materially adverse to them, their estates, creditors, or other parties in interest in connection with the matter upon which they are to be engaged. The OCPs include: Tier 1 Foley & Lardner LLP -- Legal McGuireWoods LLP -- Legal Tier 2 KPMG LLP -- Accounting / Consulting Trinity Consultants Inc. -- Consulting Roland Berger Strategy Consulting -- Consulting Tier 3 Charter Brokerage LLC Accounting Dentons Lee (Korea) -- Legal Law Offices of Roberta M Rossi -- Legal Montrose Environmental Group Inc. -- Consulting BDO USA LLP -- Accounting WSP USA Inc. -- Consulting Tier 4 Munoz Tamayo & Asociados Abogados -- Legal Blank Rome LLP -- Legal Heuking Kuhn Luer Wojtek LLP -- Legal Reach24H Consulting Group -- Consulting Holland & Knight LLP -- Legal Foster LLP -- Legal DNV GL Business Assurance USA Inc. -- Consulting DLA Piper LLP (US) -- Legal Transperfect Translations International Inc. -- Translation Maron Marvel Bradley Anderson & Tardy LLC -- Legal Keller and Heckman LLP -- Legal Saitas and Seales Inc. -- Consulting Loyens & Leoff N.V. -- Legal Womble Bond Dickinson (US) LLP -- Legal Stevens Environmental Consulting LLC -- Consulting PPM Consultants, Inc. -- Consulting About Ascend Performance Materials Holdings The Debtors, together with their non-Debtor affiliates, are one of the largest, fully-integrated producers of nylon, a plastic that is used in everyday essentials, like apparel, carpets, and tires, as well as new technologies, like electric vehicles and solar energy systems. Ascend's business primarily revolves around the production and sale of nylon 6,6 (PA66), along with the chemical intermediates and downstream products derived from it. Common applications of PA66 include heating and cooling systems, air bags, batteries, and athletic apparel. Headquartered in Houston, Texas, Ascend has a global workforce of approximately 2,200 employees and operates eleven manufacturing facilities that span the United States, Mexico, Europe, and Asia. Ascend Performance Materials Holdings Inc. and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 25-90127) on April 21, 2025. In the petitions signed by Robert Del Genio, chief restructuring officer, the Debtors disclosed $1 billion to $10 billion in both estimated assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Bracewell LLP and Kirkland & Ellis LLP as counsel; PJT Partners, Inc. as investment banker; FTI Consulting, Inc. as restructuring advisor; and Deloitte LLP as tax advisor. Epiq Corporate Restructuring LLC is the Debtors' claims, noticing, and solicitation agent. ASMC LLC: Court Extends Cash Collateral Access to July 16 --------------------------------------------------------- ASMC, LLC received seventh interim approval from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division to use cash collateral. The interim order authorized the company to use cash collateral from May 19 to July 16 in accordance with its budget, with a 10% variance allowed. Secured creditors were granted replacement liens on their collateral and its proceeds until further order of the court. ASMC was ordered to maintain and pay premiums for insurance to cover the secured creditors' collateral; properly maintain and manage the collateral; and make available to the secured creditors evidence of the collateral or proceeds upon request. The next hearing is scheduled for July 16. Objections are due by July 14. A copy of the court's order and the budget is available at https://shorturl.at/06tNS from PacerMonitor.com. About ASMC LLC ASMC, LLC is a fastener distributor headquartered in Libertyville, Ill. It sells anchors, bolts and screws, nuts, washers, pins and clips, and bearings. ASMC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-14067) with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Anthony J. King, managing member, signed the petition. Judge David D. Cleary oversees the case. The Debtor is represented by: Scott R. Clar, Esq. Crane, Simon, Clar & Goodman 135 South LaSalle Street, Suite 3950 Chicago, IL 60603-4297 Tel: 312-641-6777 Fax: 312-641-7114 Email: sclar@cranesimon.com ASSOCIATION MOTOR: Gets Extension to Access Cash Collateral ----------------------------------------------------------- Association Motor Club, LLC received another extension from the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division to use the cash collateral of First Savings Bank. The order authorized the company's interim use of cash collateral from May 12 until a Chapter 11 plan is confirmed or until its Chapter 11 case is dismissed or converted, whichever comes first. The company's budget shows total projected operational expenses of $549,575 for the period from January to June. First Savings Bank has a first-priority lien and security interest in the company's real property in Atlanta, Ga., personal property and the proceeds thereof, which constitute the lender's cash collateral. As protection for the use of its cash collateral, First Savings Bank was granted a replacement lien on property acquired by the company after the petition date similar to its pre-bankruptcy collateral. In addition, the lender will receive a monthly payment of $15,000 during the pendency of the company's bankruptcy case. A 10-day grace period is allowed to cure missed payments. About Association Motor Club Association Motor Club, LLC, doing business as Auto Spa Bistro, is an Atlanta-based company engaged in cleaning, washing and waxing automotive vehicles. Association Motor Club sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-57098) on July 9, 2024, listing between $100,000 and $500,000 in assets and between $1 million and $10 million in liabilities. Lemont Bradley, company owner, signed the petition. Judge Lisa Ritchey Craig oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's legal counsel. First Savings Bank, as lender, is represented by: Christopher P. Butler, Esq. Christopher Butler LLC P.O. Box 13487 Atlanta, GA 30324 404.295.1985 cbutlerlaw@outlook.com AY PHASE II: Secured Party to Sell Class A Interests on May 28 -------------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, DBD AYB Funding LLC, as administrative agent for DBD AYB Funding LLC and AYB Funding 100 LLC ("secured party") will sell 100% of the Class A limited liability membership interests in AY Phase II Development Company LLC, as more particularly described in that certain amended and restated pledged and security agreement, dated June 17, 2015, by and among secured party and AY Phase II Mezzanine LLC ("collateral") to the highest qualified bidder at public sale. The public sale will take place on May 28, 2025, at 12:00 p.m., both in person and remotely from the offices of Rosenberg & Estis PC, 733 Third Avenue, New York 10017, with access afforded in person and remotely via zoom or other web-based video conferencing and telephonic conferencing program selected by secured party. Secured party's understanding is that the principal assets of the Class A limited liability membership interests in AY Phase II Development Company LLC is the parcel of real property on the entire block bound by Six Avenue, Atlantic Avenue, Pacific Street and Carlton Street, and the western blockfront of Carlton Street between Atlantic and Pacific Street in the Prospect Heights section of Brooklyn, New York, identified as B5, B6, B7 and B8 located in Brooklyn, New York, and more particularly known as the air rights parcels above Block 1120 and Block 1211 and the terra firm known as Block 1120, Lots 19, 28, and 35 in Kings County, New York, as such collateral is described in that certain Schedule II to the omnibus first amendment and reaffirmation of loan documents dated as of June 17, 2015, by and among secured party, AY Phase II Mezzanine LLC, Forest City Enterprises Inc., Greenland US Holding Inc., and Greenland US Commercial Holding Inc. The sale will be conducted by Mannion Auctions LLC, by Matthew Mannion. Interested parties who would like additional information regarding the sale must contact the agent for secured party, Nick Scribani of Newmark at (212) 372-2113 or Nick.Scribani@nmrk.com. Attorney for the Secured Party can be reached at: Rosenberg & Estis PC Attn: Eric S. Orenstein, Esq. 733 Third Avenue New York, New York 10017 Tel: (212) 551-8438 Email: eorenstein@rosenbergestis.com AY PHASE II: Secured Party to Sell Class B Interests on May 28 -------------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, DBD AYB Funding II LLC, as administrative agent for DBD AYB Funding II LLC and AYB Funding 200 LLC ("secured party") will sell 100% of the Class B limited liability membership interests in AY Phase II Development Company LLC, as more particularly described in that certain amended and restated pledged and security agreement, dated June 17, 2015, by and among secured party's predecessor-in-interest and AY Phase III Mezzanine LLC ("collateral") to the highest qualified bidder at public sale. The public sale will take place on May 28, 2025, at 12:00 p.m., both in person and remotely from the offices of Rosenberg & Estis PC, 733 Third Avenue, New York 10017, with access afforded in person and remotely via zoom or other web-based video conferencing and telephonic conferencing program selected by secured party. Secured party's understanding is that the principal assets of the Class B limited liability membership interests in AY Phase II Development Company LLC is the parcel of real property located on the eastern blockfront of Vanderbilt Avenue between Atlantic Avenue and Pacific Street in the Prospect Heights section of Brooklyn, New York, identified as B9 and B10 located in Brooklyn, New York, and more particularly known as the air rights parcels above Block 1121, and the terra firm known as Lots 42 and 47, Block 1121 in Kings County, New York, as such collateral is described in that certain Schedule II to the mezzanine loan agreement dated as of June 17, 2015, by and among secured party's predecessor-in-interest and AY Phase III Mezzanine LLC. The sale will be conducted by Mannion Auctions LLC, by Matthew Mannion. Interested parties who would like additional information regarding the sale must contact the agent for secured party, Nick Scribani of Newmark at (212) 372-2113 or Nick.Scribani@nmrk.com. Attorney for the secured party can be reached at: Rosenberg & Estis PC Attn: Eric S. Orenstein, Esq. 733 Third Avenue New York, New York 10017 Tel: (212) 551-8438 Email: eorenstein@rosenbergestis.com AZ 175TH STREET: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: AZ 175th Street LLC 91-10/91-14 175th Street Jamaica Jamaica, NY 11432 Business Description: AZ 175th Street LLC leases real estate properties. Chapter 11 Petition Date: May 23, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-42550 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Lawrence Morrison, Esq. MORRISON TENENBAUM PLLC 87 Walker Street, Second Floor New York, NY 10013 E-mail: lmorrison@m-t-law.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Amarbin Ahmed as sole member. The Debtor stated in the petition that there are no creditors with unsecured claims. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/7J5SUXQ/AZ_175th_Street_LLC__nyebke-25-42550__0001.0.pdf?mcid=tGE4TAMA AZA TRANSPORTATION: Seeks Chapter 11 Bankruptcy in Illinois ----------------------------------------------------------- On May 14, 2025, AZA Transportation Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Illinois. 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 AZA Transportation Inc. AZA Transportation Inc. is a trucking and freight transportation company based in Mount Prospect, Illinois. AZA Transportation Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-07409) on May 14, 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 Michael B. Slade handles the case. The Debtors are represented by Joel A Schechter, Esq. at Law Offices Of Joel Schechter. BACK COUNTRY ADVENTURE: Seeks Chapter 11 Bankruptcy in Utah ----------------------------------------------------------- On May 15, 2025, Back Country Adventure Tours LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Utah. 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 Back Country Adventure Tours LLC Back Country Adventure Tours LLC, operating as Zipline Utah, is an outdoor adventure park located at Deer Creek State Park in Wallsburg, Utah that offers zipline experiences, aqua park activities, climbing walls, and seasonal recreational activities. The company provides both summer activities through its zipline courses, water recreation facilities, and climbing walls, as well as winter experiences with snowmobile tours, snow bikes, and off-road vehicle excursions. The adventure park operates from its 5566 UT-314 location in Rainbow Bay. Back Country Adventure Tours LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 25-22723) on May 15, 2025. In its petition, the Debtor reports estimated assets and liabilities between $500,000 and $1 million each. Honorable Bankruptcy Judge Kevin R. Anderson handles the case. The Debtors are represented by Roger A. Kraft, Esq. BECKHAM JEWELRY: Seeks Cash Collateral Access Until June 30 ----------------------------------------------------------- Beckham Jewelry, LLC asked the U.S. Bankruptcy Court for the Southern District of Mississippi for authority to use cash collateral in accordance with the budget, through June 30. The Debtor argued that it has an urgent and ongoing need to use this cash to continue operations, pay for essential goods and services, and cover necessary business expenses. C T Corporation System, as representative of an unidentified secured creditor, asserts interest in the cash collateral. Additionally, the Debtor proposed to close all current bank accounts and consolidate its depository and debtor-in-possession accounts at BankPlus or Regions Bank. The Debtor also asked for permission to temporarily continue using its existing accounts until the new DIP accounts are established and agrees not to open new accounts at other financial institutions without court approval. A copy of the motion is available at https://urlcurt.com/u?l=hEEBSH from PacerMonitor.com. About Beckham Jewelry, LLC Beckham Jewelry, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 25-01234-JAW) on May 14, 2025. In the petition signed by Brian Lee Beckham, member, the Debtor disclosed up to $10 million in assets and up to $500,000 in liabilities. Judge Jamie A. Wilson oversees the case. Thomas C. Rollins, Jr., Esq., at The Rollins Law Firm, PLLC, represents the Debtor as legal counsel. BEECH INTERNATIONAL: Gets Extension to Access Cash Collateral ------------------------------------------------------------- Beech International, LLC received interim approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use cash collateral until July 3, marking the 11th extension since the company's Chapter 11 filing. The latest order signed by Judge Ashely Chan authorized the company to use cash collateral (except those cash held by UMB Bank, National Association in reserves) until July 3 or until the occurrence of a termination event such as the entry of a subsequent cash collateral order; the appointment of a Chapter 11 trustee or examiner; the conversion of the company's Chapter 11 case to one under Chapter 7; or the filing by the company of a motion to obtain financing secured by liens senior to the liens in favor of UMB Bank. As protection, each creditor with an interest in the cash collateral was granted replacement lien on all property of the company acquired after its bankruptcy filing, excluding proceeds of actions commenced under Chapter 5 of the Bankruptcy Code. A final hearing is scheduled for July 2. About Beech International Beech International, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Beech International filed Chapter 11 petition (Bankr. E.D. Pa. Case No. 24-14406) on December 10, 2024, listing between $10 million and $50 million in both assets and liabilities. Ken Scott, chief executive officer of Beech International, signed the petition. Judge Ashely M. Chan handles the case. Robert Lapowsky, Esq., at Stevens & Lee, P.C. is the Debtor's legal counsel. UMB Bank, N.A., as secured creditor, is represented by: Tobey M. Daluz, Esq. Margaret A. Vesper, Esq. Ballard Spahr, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Tel: (215) 864-8148 Facsimile: (215) 864-8999 daluzt@ballardspahr.com vesperm@ballardspahr.com -- and -- William P. Wassweiler, Esq. Ballard Spahr, LLP 2000 IDS Center 80 South 8th Street Minneapolis, MN 55402-2119 Telephone: (612) 371-3289 Facsimile: (612) 371-3207 wassweilerw@ballardspahr.com BEELINE HOLDINGS: Raises $685.9K Under March 2025 Sale Agreements ----------------------------------------------------------------- Beeline Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company sold a total of 589,430 shares of common stock for total gross proceeds of $685,900 under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025, which Agreement was previously disclosed on the Company's Current Report on Form 8-K filed on March 10. The sales were made on May 5, May 7, and May 8, 2025, pursuant to the Company's registration statement on Form S-3 (File No 333-284723) and a prospectus supplement filed thereunder dated March 26, 2025. 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. BLUELINX HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on BlueLinx Holdings Inc. to negative from stable. At the same time, S&P affirmed its 'B+' issuer credit rating and its 'B+' issue-level rating on the company's senior secured debt. The negative outlook indicates S&P's belief that BlueLinx's credit measures could stay elevated over the next 12 months. Softened macroeconomic and business conditions have reduced overall construction activities, demand, and earnings for BlueLinx Holdings Inc. As such, the company's credit measures have deteriorated, with S&P Global Ratings-adjusted leverage of about 5x, indicating a minimal cushion against downside risks. Given the high correlation of BlueLinx's performance to housing and economic cycles, weakened demand from macroeconomic pressures and reduced construction activities have deteriorated its earnings, eroding the credit cushion. S&P said, "We expect the company's S&P Global Ratings-adjusted leverage could remain about 5x or slightly higher over the next 12 months, demonstrating a minimal cushion against our 5x threshold for the rating. However, improving business conditions beyond the next few quarters could drive earnings' growth and subsequent deleveraging. We view current demand and pricing conditions as potentially close to or at the bottom of the cycle. Therefore, we believe its financial performance may continue to remain weak over the next one to two quarters before general business conditions could begin to improve in late 2025 or 2026." S&P said, "Nonetheless, we believe if demand conditions remain subdued for a prolonged period or weaken more severely than expected, BlueLinx's S&P Global Ratings-adjusted leverage could be sustained above 5x, causing downside risks to credit quality. Specifically, for 2025 we expect the company's revenues to be $2.8 billion-$2.9 billion and S&P Global Ratings-adjusted earnings to be $120 million-130 million, resulting in S&P Global Ratings-adjusted EBITDA margins of 4%-5%." BlueLinx's S&P Global Ratings-adjusted leverage for the 12 months ending March 29, 2025 was 5.3x, deteriorating from 4.6x as of year end 2024. Similar to the last few quarters, slower volumes and lower price realizations due to reduced residential construction activities, macroeconomic uncertainties, and affordability challenges have continued to suppress revenue and earnings. BlueLinx's strong cash balance and ample liquidity mitigate some concerns around deteriorated financial performance and elevated credit measures. S&P said, "Even through difficult business conditions, we expect the company to continue to generate free cash of $35 million-$45 million in 2025-2026. We believe reduced working capital investments or perhaps even some inflows could support this. Further, the company's balance sheet strength, as demonstrated by its large cash balance of $449 million (as of the close of the first-quarter 2025) and full revolver availability, provide ample liquidity. We believe these factors, coupled with no upcoming debt maturities, somewhat offset risk associated with elevated S&P Global Ratings-adjusted leverage. Furthermore, we do not expect any significant changes to the company's capital structure or dividend policy, and absent other growth initiatives such as capital expenditure (capex) or acquisitions, we expect the company will maintain cash on hand to strengthen liquidity or use the excess toward modest shareholder returns." S&P said, "The negative outlook on BlueLinx reflect our expectations that its credit measures could remain elevated, with S&P Global Ratings-adjusted leverage of about 5x over the next 12 months. We believe these levels indicate a minimal credit cushion if demand and earnings fail to improve when construction activities rebound." S&P could lower the ratings over the next 12 months if: -- S&P said, "S&P Global Ratings-adjusted earnings are 10% lower than our base-case scenario, causing S&P Global Ratings-adjusted leverage to remain elevated above 5x or operating cash flow (OCF) to debt to declines under 10%; or we no longer see a path to earnings' growth and a quick recovery in credit measures over the next 12 months. Such a scenario could occur if a severe recession further reduces demand for the company's products, weakening earnings more or for longer than expected under our base-case scenario;" -- Its OCF declines more than 15% from S&P's current base expectations, potentially draining its free cash flow; or -- Absent a severe downturn, S&P could also lower its ratings if the company's financial risk tolerance were to increase, such as by pursuing a large debt-financed acquisition or undertaking shareholder-friendly actions, so that its S&P Global Ratings-adjusted leverage rose above 4x on a sustained basis. S&P said, "We could revise our outlook back to stable over the next 12 months if its S&P Global Ratings-adjusted earnings improve faster than expected, helped by improving demand conditions, such that S&P Global Ratings-adjusted leverage declines comfortably below 5x and we view those levels to be sustainable." BOWERY FARMING: FS KKR Marks $16.2MM 1L Loan at 77% Off ------------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $16,200,000 loan extended to Bowery Farming Inc. to market at $3,700,000 or 23% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to Bowery Farming Inc. The loan accrues interest at a rate of zero interest per annum. The loan matures on September 2026. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About Bowery Farming Inc. Bowery Farming is a New York-based vertical farming and digital agriculture company with farms in New Jersey, Maryland, and Pennsylvania. It grows and delivers pesticide-free lettuce, leafy greens, and herbs. BOWERY FARMING: FS KRR Marks $6.4MM 1L Loan at 76% Off ------------------------------------------------------ FS KKR Capital Corp. (FSK) has marked its $6,400,000 loan extended to Bowery Farming Inc. to market at $1,400,000 or 24% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to Bowery Farming Inc. The loan accrues interest at a rate of zero interest per annum. The loan matures on September 2026. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About Bowery Farming Inc. Bowery Farming is a New York-based vertical farming and digital agriculture company with farms in New Jersey, Maryland, and Pennsylvania. It grows and delivers pesticide-free lettuce, leafy greens, and herbs. BRICKTON LP: Unsecured Creditors to be Paid in Full in Plan ----------------------------------------------------------- Brickton LP filed with the U.S. Bankruptcy Court for the Eastern District of California a Disclosure Statement in support of First Amended Plan of Reorganization dated May 6, 2025. The Debtor's primary asset is a residential care facility for the elderly (commonly referred to as a "RCFE" by the applicable state regulators) located at 2551 Cameo Drive, Cameron Park, California (the "Real Property"). The Debtor does not operate the Real Property. Instead, the Property is leased to Cameo RCFE, Inc., dba New Haven West II ("Cameo RCFE"), which is licensed by the State of California to operate an assisted living and adult daycare program on the Property. Cameo RCFE has continuously operated the assisted living facility on the Property since 2003, prior to Debtor's acquisition of the Property. Those operations were quite successful for many years and Cameo RCFE became known as El Dorado County's premier assisted living and adult care facility. The Debtor filed this Bankruptcy Case to allow more time to finalize a refinancing of Debtor's secured loans from Stearns Bank, or to provide time for a sale to pay off the secured debt and recover significant value for the estate. As a result of the lingering impacts of Covid on Debtor’s assisted care facility, Debtor fell behind in its payments on the loans. Stearns Bank declared the Loans in default and was proceeding to enforce its security interest through a State Court Action. The Debtor and Stearns Bank have now reached a forbearance agreement (the "Forbearance Agreement") which will allow the Debtor until December 31, 2025 (the "Payoff Deadline") to pay off the loans through either a refinancing or sale of the Debtor's property. Debtor has been actively pursuing both alternatives for several months and is confident it will be able to meet the Payoff Deadline. The Debtor anticipates the Forbearance Agreement and Plan will allow it to pay its creditors in full. The Plan contemplates Debtor will make the monthly payments from its ongoing operations, and either refinance or sell the Real Property and Related Assets by the Payoff Deadline of December 31, 2025. Debtor has actively explored both options for several months now and has prospects lined up for either alternative path. Debtor's ability to complete one of these two alternative paths is facilitated by the agreement of Stearns Bank, under the Forbearance Agreement, to (1) allow additional limited time through the Payoff Deadline to complete these tasks and (2) modify the interim payments owing during the Forbearance Period. Class 2 consists of all Unsecured Claims. Holders of Allowed Class 2 Claims shall be paid in full within 30 days of the Payoff Deadline. Reorganized Debtor shall have until 60 days after the Effective Date to object to the allowable amount of Class 2 Claims. Class 3 consists of the Interest held by each Limited Partner of the Debtor. Limited Partners shall retain all of their interests and all of their legal and equitable rights with respect to such interests. Provided however, no holder of an interest in Class 3 shall receive any dividends or any other form of distribution on account of such interest from the Reorganized Debtor until all creditors have been paid in full. The Debtor believes that the Plan meets the Feasibility Test. Debtor has already been servicing monthly interest-only payments of $36,371.31 to Stearns Bank for four months Post-Petition. Through the Plan and Forbearance Agreement, the monthly principal and interest payments to Stearns Bank will total $40,193.07 roughly 10% more than current payments. This is also a reduced monthly amount negotiated by Debtor, as part of the Forbearance Agreement, to ensure that Debtor would comfortably be able to make such required payments during the Forbearance Period. A full-text copy of the Disclosure Statement dated May 6, 2025 is available at https://urlcurt.com/u?l=jf81MM from PacerMonitor.com at no charge. Brickton LP is represented by: Stephen D. Finestone, Esq. Kimberly S. Fineman, Esq. Finestone Hayes LLP 456 Montgomery Street, Suite 1300 San Francisco, CA 94104 Tel: (415) 421-2624 Fax: (415) 398-2820 Email: sfinestone@fhlawllp.com About Brickton LP Brickton LP, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 24-23724) on August 21, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Finestone Hayes LLP. BRIGHT CARE: Seeks to Hire Broadway Advisors as Financial Advisor ----------------------------------------------------------------- Bright Care Veterinary Hospital, Inc. and Bright Care Veterinary Group, Inc. seek approval from the U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the Central District of California to hire Broadway Advisors, LLC as financial advisor. The firm will render these services: a. assist the Debtors in preparing and maintaining cash flow projections; b. assist the Debtors in preparing reports acceptable to the Court and the U.S. Trustee including, but not limited to, Monthly Operating Reports; and c. engage in such other financial and administrative activities as necessary to assist the Debtors in their reorganization efforts. The firm will be paid at these rates: Alfred M. Masse (Principal) $545 per hour Leticia T. Lujan (Consultant) $395 per hour The firm will be paid a retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Alfred M. Masse, a partner at Broadway Advisors LLC, 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: Alfred M. Masse Broadway Advisors LLC 511 30th St. Newport Beach, CA 92663 Phone: (949) 673-0855 About Bright Care Veterinary Hospital Inc. Bright Care Veterinary Hospital Inc., dba CASE is a veterinary facility in Anaheim, CA, offering 24/7 emergency care and specialized veterinary services. Its services include neurology and neurosurgery, cardiology, internal medicine, oncology, surgery, and advanced imaging. The hospital emphasizes compassionate and comprehensive care, working collaboratively with primary care veterinarians to improve the quality of life for pets. CASE state-of-the-art facility ensures the latest technology and equipment, focusing on pet safety and comfort. Bright Care Veterinary Hospital Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-10900) on April 8, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Scott C. Clarkson handles the case. The Debtor is represented by David B. Golubchik, Esq. at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. BROWN FAMILY: Seeks to Extend Plan Exclusivity to October 1 ----------------------------------------------------------- Brown Family Network, LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 1 and November 30, 2025, respectively. This Motion is the Debtor's first request for an extension of the Exclusivity Periods, and the request will not unfairly prejudice or pressure the Debtor's creditor constituencies or grant the Debtor any unfair bargaining leverage. The Debtor claims that it needs creditor support to confirm any plan, so the Debtor is in no position to impose or pressure its creditors to accept unwelcome plan terms. The Debtor seeks an extension of the Exclusivity Periods to advance the case and continue good faith negotiations with its stakeholders. The Debtor explains that premature termination of the Exclusivity Periods may engender duplicative expense and litigation associated with multiple competing plans. Any litigation with respect to competing plans and resulting administrative expenses will only decrease recoveries to the Debtor's creditors and significantly delay, if not undermine entirely, the possibility of prompt confirmation of a plan of reorganization. The Debtor asserts that the requested extension of the Exclusivity Periods will not prejudice the legitimate interests of any party in interest in this case given the consequences for its estate if the relief requested herein is not granted and the substantial progress made to date. Rather, the extension will further the Debtor's efforts to preserve value and avoid unnecessary and wasteful litigation. Brown Family Network LLC is represented by: Benjamin Keck, Esq. Keck Legal, LLC 2801 Buford Highway NE, Suite 115 Atlanta, GA 30329 Telephone: (470) 826-6020 Email: bkeck@kecklegal.com About Brown Family Network, LLC Brown Family Network LLC is a retail trade business operating from Palmetto, Georgia. Brown Family Network, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-51111) on February 3, 2025, listing between $1 million and $10 million in both assets and liabilities. Benjamin R. Keck, Esq., at Keck Legal, LLC represents the Debtor as bankruptcy counsel. BULA DEVELOPMENTS: SBS, et al. Win Bid for Monetary Sanctions ------------------------------------------------------------- Judge Christopher Klein of the United States Bankruptcy Court for the Eastern District of California granted the motion for monetary sanctions filed by SBS Trust Deed Network, Black Horse Capital Inc. and Fine Capital Investments against the plaintiffs for violation of Rule 9011 on January 30, 2025, demanding that they voluntarily dismiss the adversary complaint captioned as NATASHA MORA, CESAR MORA, FAIZAL AWADAN, AND SHAINAZ AWADAN, Plaintiffs, v. SBS TRUST DEED NETWORK, BLACK HORSE CAPITAL INC., FINE CAPITAL, DANIEL BENSHIMON, TODD BERNSTEIN AS TRUSTEE OF TB TRUST DATED MAY 8, 1997, KAREN ALWEIL, AND LOVE GMC HOLDINGS, LLC, Defendants, Adv. Pro. 2025-02008 (E.D. Cal.). The bone of contention is the Plaintiffs' collateral attack on the transfer by foreclosure of real property commonly known as 6389 Castejon Drive, La Jolla, California 92307, owned by chapter 11 debtor Bula Investments, Inc. and the ensuing lockout of the occupants, Plaintiffs Natasha Mora and Cesar Mora, by order of the San Diego County Superior Court. In their Rule 9011 Motion, the SBS et al. assert that the Complaint: (1) was filed for an improper purpose of delay, harassment, or increasing costs; makes unwarranted claims and legal contentions; and (2) rests on allegations and factual contentions lacking evidentiary support. After the Rule 9011(c) "safe harbor" period expired without the Complaint having been voluntarily dismissed, the SBS 9011 Motion was filed on March 5, 2025. The history of the Bula Developments case confirms that the Rule 9011 monetary sanctions and non-monetary sanctions are appropriate because there is a pattern of bad faith litigation, the Court finds. The Court is persuaded that reasonable attorney's fees and expenses resulting from the violation are warranted for the purpose of effective deterrence. Accordingly, that aspect of the SBS 9011 Motion will be granted, jointly and severally against all four Plaintiffs. The Court is also persuaded that a nonmonetary directive is needed to deter repetition of the Plaintiffs' conduct and of comparable conduct by others similarly situated. The record indicates that the Moras' litigation offensive regarding 6389 Castejon Drive began in 2022 in Superior Court of California, County of San Diego Case No. 37-2022-00041470-CU-BCCTL when Bula Developments filed a cross-complaint alleging work by EVO Enterprises, Inc., was defective and untimely. According to the Court, filings such as the Lis Pendens stunt of recording without having obtained the required approval of the court have been in abject bad faith. A nonmonetary sanction in the form of imposing a prefiling review requirement for a finite period is appropriate, the Court holds. A copy of the Court's decision dated May 7, 2025, is available at https://urlcurt.com/u?l=Y4i63I from PacerMonitor.com. About Bula Developments Bula Developments, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-24619) on Dec. 26, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Gabriel E. Liberman, Esq. at the Law Offices of Gabriel Liberman, APC represents the Debtor as counsel. CACI INT'L: Moody's Affirms Ba1 CFR & Rates New Unsecured Notes Ba2 ------------------------------------------------------------------- Moody's Ratings assigned a Ba2 rating to CACI International Inc's (CACI) new senior unsecured notes. Moody's also affirmed the company's Ba1 corporate family rating and the Ba1-PD probability of default rating. Concurrently, Moody's upgraded the company's senior secured first lien bank credit facilities to Baa3 from Ba1. The company's Speculative Grade Liquidity Rating (SGL) remains unchanged at SGL-1. The rating outlook is stable. Proceeds from the new $750 million senior unsecured notes due 2033 are expected to be used to repay revolver borrowings in a leverage neutral transaction with pro forma debt/EBITDA at 3.4x. The notes are being issued by CACI with guarantees from material direct and indirect domestic subsidiaries. The notes will comprise about one quarter of the company's outstanding debt. The existing senior secured bank debt was upgraded to Baa3, one notch above the company's Ba1 CFR. The one-notch uplift is driven by the addition of unsecured notes to the company's capital structure as a result of the proposed notes issuance. This reflects the first loss cushion provided by the company's proposed $750 million senior unsecured notes relative to the secured bank debt. The first lien credit facility also benefits from a senior secured first lien on substantially all of the company's assets. The affirmation of the company's Ba1 CFR reflects its stature as a sizable key defense services contractor with a presence on federal programs and contracts that should benefit from the current administration's spending priorities. Moody's expects that as the company grows in revenue scale and strengthens its market position organically and through acquisitions, it will maintain debt/EBITDA below 3.5x, absent additional sizable debt financed acquisitions. These considerations are balanced against a largely secured debt structure. RATINGS RATIONALE CACI's Ba1 CFR reflects the company's large scale and well-entrenched position with the US government agencies focused on national security. CACI is well positioned to benefit from the current spending priorities within the US Department of Defense (DoD) that comprises three quarters of the company's revenue. The company's work with the DoD, intelligence community and Department of Homeland Security constitute approximately ninety percent of annual revenue. The company also has a good track record in integrating acquisitions within the defense services sector and subsequent deleveraging. The variable cost nature of the business helps sustain strong free cash flow even as demand fluctuates which is an important consideration amid the current uncertain funding environment. The ratings are constrained by the largely secured nature of the company's debt capital structure. The ratings also reflect the company's acquisitive nature and Moody's expectations that CACI will likely increase financial leverage to effectuate M&A transactions. The company is also integrating its sizable October, 2024, $1.3 billion acquisition of Virginia-based Azure Summit Technology. Further, CACI is not immune to spending reductions by the administration's Department of Government Efficiency (DOGE). The stable outlook reflects Moody's expectations of continued improvement in earnings with adjusted debt/EBITDA below 3.5x and very good liquidity. A strong backlog also provides a degree of revenue visibility. The SGL-1 speculative grade liquidity rating is supported by free cash flow over $400 million per annum, well in excess of scheduled term loan amortization and with only mild seasonality. Pro forma for the proposed notes issuance, availability under the company's $1.975 billion revolving credit facility stands at $1.4 billion as of March 31, 2025, a significant amount given the company's size. The credit facility features two financial maintenance tests under which headroom is expected to remain ample. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company further transitions to an unsecured debt capital structure and successfully integrates recent acquisitions including the sizable AST acquisition. CACI's ratings could also be upgraded if debt/EBITDA is sustained at around 3x while free cash flow remains robust. Ratings could be downgraded if contract execution problems exert pressure on the company's revenue or EBITDA margin. A meaningfully more aggressive financial policy, such that debt/EBITDA is sustained above 4.0x, could also pressure ratings. Weakening liquidity can also result in a ratings downgrade. The principal methodology used in these ratings was Aerospace and Defense published in December 2024. CACI International Inc ("CACI"), based in Reston, Virginia, provides information technology ("IT") and mission-oriented expertise and technology to the US Department of Defense ("DoD"), federal civilian agencies and the government of the UK. Revenue for the last twelve months ended March 31, 2025 was $8.4 billion. CAJOTA CONTRACTING: Seeks Subchapter V Bankruptcy in Pennsylvania ----------------------------------------------------------------- On May 16, 2025, Cajota Contracting LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Western 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 Cajota Contracting LLC Cajota Contracting LLC is a Pennsylvania-based painting and wall covering contractor that specializes in commercial and residential painting and wall covering services, operates primarily in the Greater Pittsburgh region from its Irwin, PA headquarters. Cajota Contracting LLCsought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 25-21295) on May 16, 2025. In its petition, the Debtor reports estimated assets and liabilities between $500,000 and $1 million each. The Debtors are represented by David L. Fuchs, Esq. at Fuchs Law Office, LLC. CARBON SEQUESTRATION: Case Summary & One Unsecured Creditor ----------------------------------------------------------- Debtor: Carbon Sequestration III, LLC fka Aspiration Climate Action, LLC fka Aspiration Climate Advisors, LLC fka Climate Holdings I, LLC 548 Market Street PMB 72015 San Francisco, CA 94104-5401 Business Description: Carbon Sequestration III, LLC is an asset- holding subsidiary of CTN Holdings, Inc., a climate finance company operating under the Catona Climate brand. Based in San Francisco, the entity primarily serves as a contracting party for its parent and has no independent financial operations. Chapter 11 Petition Date: May 22, 2025 Court: United States Bankruptcy Court District of Delaware Case No.: 25-10918 Judge: Hon. Thomas M. Horan Debtor's Counsel: Bradley P. Lehman, Esq. WHITEFORD, TAYLOR & PRESTON LLC 600 North King Street Suite 300 Wilmington, DE 19801 Tel: 302-353-4144 Email: blehman@whitefordlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by Miles Staglik as chief restructuring officer. The Debtor has identified Mission Financial Partners, represented by Timothy Newell at 1 Embarcadero Center, Suite 800, San Francisco, California, as its sole unsecured creditor, with an estimated claim totaling $750,011. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/5UVXBKA/Carbon_Sequestration_III_LLC__debke-25-10918__0001.0.pdf?mcid=tGE4TAMA Carbon Sequestration III, LLC is requesting joint administration of its Chapter 11 bankruptcy case under the lead case of CTN Holdings, Inc. in the U.S. Bankruptcy Court for the District of Delaware (Case No. 25-10603). CBRM REALTY: May 27 Deadline Set for Panel Questionnaires --------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of CBRM Realty Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/msa46ryu and return by email it to Tina L. Oppelt, Esq. - Tina.L.Oppelt@usdoj.gov - at the Office of the United States Trustee so that it is received no later than May 27, 2025 at 1:00 p.m.. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About CBRM Realty Inc. CBRM Realty Inc. is a Somerset, New Jersey-based real estate investment firm. CBRM Realty Inc. and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 25-15343) on May 19, 2025. In the petition, the Debtors reported estimated assets and liabilities (on a consolidated basis) of $100 million to $500 million each. The Honorable Bankruptcy Judge Michael B. Kaplan handles the cases. The Debtors are represented by Andrew Zatz, Esq., Barrett Lingle, Esq., Gregory F. Pesce, Esq., and Adam Swingle, Esq. at White & Case LLP. The Debtors' co-counsel is Kenneth A. Rosen, Esq. at Ken Rosen Advisors PC. Islanddundon LLC is the Debtors' financial advisor. CES ENERGY: DBRS Hikes Issuer Rating to BB(low) ----------------------------------------------- DBRS Limited upgraded the Issuer Rating of CES Energy Solutions Corp. (CES or the Company) and the credit rating on the Company's Senior Unsecured Notes to BB (low) from B (high) and changed the trends to Stable from Positive. The recovery rating on the Senior Unsecured Notes is unchanged at RR4. KEY CREDIT RATING CONSIDERATIONS The Company has made consistent improvements in its post-pandemic operating performance despite fluctuations in commodity prices. This improvement has been supported by a favorable shift in the production mix, disciplined cost control, and continued strength in the PSC segment, which provides recurring revenue and margin stability. As a result, the Company's earnings base has expanded, reflecting not only cyclical recovery but also structural improvements in service intensity. This strengthens our view that CES is in a better position to manage an industry downturn. CES continued to report higher EBITDA and maintained a strong FCF while continuing to invest in growth initiatives and shareholder returns. The Company also strengthened its capital structure by issuing $200 million of Senior Unsecured Notes, using the proceeds to retire its $250 million Canadian term loan facility. The improved maturity profile and funding mix contribute positively to CES' liquidity and financial metrics. The Stable trends reflect our expectation that CES will maintain its market position and disciplined financial policy through the cycle. Morningstar DBRS does not expect the ongoing tariff war to have a material impact on CES's cost structure as its supply chain is largely US based and most of its imports are on the U.S. critical mineral list. Additionally, actual raw material cost is a smaller part of the overall cost with transportation costs which is not subject to tariffs being the largest component of landed cost. While CES remains exposed to the inherent cyclicality of North American drilling and completion activity, we note that the risk is mitigated to some extent as the Company has shown the ability to monetize its working capital in downturns. Consequently, Morningstar DBRS expects the Company's leverage metrics to remain supportive of the credit rating in the event of a downturn. CREDIT RATING DRIVERS We may consider an upgrade if CES Energy Solutions Corp. were to demonstrate material growth in its size, especially the Production and Specialty Chemicals (PSC) segment while maintaining its lease-adjusted debt-to-cash flow ratio below 2.0 times (x). While unlikely, a negative credit rating action would be possible if activity levels decline materially, and the Company's lease-adjusted debt-to-cash flow ratio is consistently above 3.0x. EARNINGS OUTLOOK CES reported consistent improvement in EBITDA, reflecting continued growth in service intensity, margin performance, and product mix optimization. Improvement in EBITDA margins was supported by stable operating conditions and contribution from recurring production chemical revenues. Based on our base-case commodity price assumptions, activity levels in both Canada and the U.S. are expected to decline moderately in 2025. Consequently, EBITDA is also expected to decline moderately. FINANCIAL OUTLOOK Morningstar DBRS expects operating cash flow (OCF) in 2025 to be modestly lower than in 2024 as a result of lower anticipated earnings. After factoring in the Company's capital expenditures (capex) budget of $80 million in 2025 and dividend payments, we expect the Company to generate a modest FCF surplus in 2025. Given the assumption of lower activity levels, we also anticipate that CES will be able to monetize a portion of its working capital surplus. We expect the Company to use the FCF surplus and expected working capital inflow primarily to reduce indebtedness under its Credit Facility and toward shareholder distributions. As a result, overall debt levels are expected to be reduced over the period. We expect the Company to maintain its lease-adjusted debt-to-cash flow ratio below 2.5x in 2025 as the reduction in overall debt offsets the impact of lower earnings and OCF. CREDIT RATING RATIONALE The credit ratings are underpinned by CES' leading market position in Canada, its growing market position in the U.S., and our expectation that the key credit metrics will continue to remain supportive of the credit rating. The rating upgrade reflects the Company's demonstrated ability to sustain improved earnings and free cash flow (FCF) generation while maintaining a conservative financial risk profile. Notes: All figures are in Canadian dollars unless otherwise noted. CHAPMAN CBC: Gets Interim OK to Use Cash Collateral --------------------------------------------------- Chapman CBC, LLC received interim approval from the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, to use cash collateral. The interim order authorized the Debtor to use cash collateral in accordance with its budget, with up to 15% variance per line item. A final hearing is scheduled for June 17, with objections due by June 3. The Debtor, which filed for bankruptcy on May 13 argued that the ability to use cash collateral is essential to avoid immediate and irreparable harm, including the inability to pay rent, employees, and insurance, all of which would jeopardize its reorganization. The Debtor's primary secured creditor is the U.S. Small Business Administration, holding a loan secured by all of the Debtor's tangible and intangible personal property. Another potential secured creditor, Kapitus, claims a lien based on a high-interest merchant cash advance, which the Debtor disputes and may challenge as usurious. As adequate protection for the SBA and any other valid secured creditor, the Debtor proposes monthly payments of $2,942 to the SBA and replacement liens on the Debtor's cash collateral, preserving the same validity and priority as existed prepetition. The Debtor's budget, attached to the declaration of its representative Randy Nelson, outlines necessary post-petition operating expenses. As of the petition date, the Debtor had approximately $14,379 in cash on hand, and it plans to use this cash and incoming revenue (deemed cash collateral) to fund continued operations, including payroll and essential services. The Debtor believes that SBA and Kapitus are adequately protected by a significant equity cushion, as the business's going concern value is estimated at approximately $1 million while the total amount of their secured claims is around $620,000. About Chapman CBC, LLC Chapman CBC, LLC, a California-based craft brewery, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 25-11286) on May 14, 2025, listing up to $1 million in assets and up to $10 million in liabilities. Wil Dee, president of Chapman CBC, signed the petition. Judge Mark D. Houle oversees the case. Gregory K. Jones, Esq., at Stradling Yocca Carlson & Rauth, LLP, represents the Debtor as legal counsel. CHICAGO SMILES: Seeks Subchapter V Bankruptcy in Illinois --------------------------------------------------------- On May 21, 2025, Chicago Smiles LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Illinois. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About Chicago Smiles LLC Chicago Smiles LLC 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. Chicago Smiles LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ill. Case No. 25-07740) on May 21, 2025. In its petition, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Donald R. Cassling handles the case. The Debtors are represented by William Factor, Esq. at THE LAW OFFICE OF WILLIAM J. FACTOR, LTD. CLAROS MORTGAGE: Goldman Sachs Holds 0.1% Stake as of March 31 -------------------------------------------------------------- Goldman Sachs Asset Management, L.P. disclosed in a Schedule 13G (Amendment No. 2) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, it beneficially owned 208,531 shares of Claros Mortgage Trust, Inc.'s common stock, par value $.01 per share, representing approximately 0.1% of the outstanding shares. Goldman Sachs Asset Management, L.P. may be reached through: Sam Prashanth, Attorney-in-fact 200 West Street C/O Goldman Sachs & Co. New York, NY 10282 Tel: 312-655-4400 A full-text copy of Goldman Sachs' SEC report is available at: https://tinyurl.com/42wvd8y9 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. CLEVELAND-CLIFFS INC: S&P Affirms 'BB-' Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings revised its outlook to negative and affirmed its 'BB-' issuer credit rating on Steel producer Cleveland-Cliffs Inc. (Cliffs). S&P also affirmed its 'BB-' issue-level rating on the company's unsecured notes and its 'B' issue-level rating on the subordinated debt. S&P's respective '3' and '6' recovery ratings are unchanged. The negative outlook reflects the risks of a prolonged period of earnings and cash flows weakness that could slow the company's ability to deleverage and restore the cushion in its credit metrics to support the current rating. Cliffs will continue to generate weaker earnings and cash flows in at least the first half of 2025 as it streamlines its operations to improve profitability. S&P said, "We expect S&P Global Ratings-adjusted EBITDA of $800 million-$1 billion in fiscal 2025, which is favorable compared to $415 million in fiscal 2024 but about 57% below that of fiscal 2023. Cliffs generated negative S&P Global Ratings-adjusted EBITDA of about $92.3 million as of the last 12 months ending March 31, 2025, reflecting the lagged impact of the weaker steel pricing from the second half of 2024 and underperformance by noncore assets, which more than offset some recovery in the automotive end market. We expect the second quarter will continue to see weakness in earnings before a projected recovery in the second half of the year." While the imposition of tariffs on steel have helped increase hot rolled coil (HRC) prices for steel in the first quarter of 2025, it has also hindered the full realization of the benefits of the Stelco acquisition given the disruption of trade dynamics between the U.S. and Canada. The tariffs have also negatively affected the company's profitability on its contract to supply slabs to the ArcelorMittal and Nippon Steel Joint Venture in Alabama. The contract price, which is based on Brazilian FOB index, has declined significantly, partly a reflection of tariffs and global market conditions. The contract will expire in December 2025. Cliffs has taken steps to help return to profitability by idling some assets while considering the sale of others, exiting some unprofitable noncore businesses, and rationalizing the workforce. At the same time, the company plans to bring back into service the previously idled C6 blast furnace in the second quarter of 2026 to meet improving automotive steel demand. The company recently signed new multiyear contracts with some automotive manufacturers, winning back some of the business it lost last year to competition, albeit at lower prices than the previous contracts. Cliffs expects these actions will generate about $550 million-$800 million of EBITDA annually, starting in the second half of 2025. S&P projects leverage will remain elevated in fiscal 2025 before improving close to 4x in fiscal 2026. As of March 31, 2025, Cliffs' S&P Global Ratings-adjusted debt almost doubled to approximately $9 billion compared to the same period in 2024, following the significant use of debt to fund the Stelco acquisition and drawings on its asset-based lending (ABL) facility to fund working capital and operations amid weak market conditions. Cliffs tapped financial markets in August and October 2024 and again in February 2025 to issue a combined total of $3.25 billion of debt for the acquisition. As a result, Cliffs' leverage spiked to 20.5x as of year-end 2024. Even without the debt issuance used to fund the Stelco acquisition, Cliffs' leverage would have exceeded 10x in 2024. Based on S&P's assumption of S&P Global Ratings-adjusted EBITDA of $800 million-$1 billion in 2025, Cliffs' cash flow generation may continue to be challenged given the high interest expense and sustaining capital expenditures, though the company may benefit from some working capital release. S&P said, "We project S&P Global Ratings-adjusted debt of $8 billion-$9 billion, resulting in leverage of at least 8x in fiscal 2025. We project leverage could strengthen to around 4x or below in fiscal 2026 based on improved EBITDA generation as the company receives a full-year benefit of cost savings from the its streamlined operations and the freedom to sell up to 1.5 million tons of slab based on U.S HRC prices (instead of Brazilian FOB prices). In more normalized trading conditions, we expect Cliffs will realize more benefits from the Stelco integration, after realigning order flows within its operations such that customer orders are fulfilled in the country of origin. Management has also indicated its intention to prioritize debt repayment with cash flows, which could present more upside to credit metrics, though we have not factored that into our projections." Cliffs has adequate liquidity over the next 12 months and no near-term maturities. As of March 31, 2025, Cliffs had cash of about $57 million on its balance sheet and about $2.9 billion available under its $4.75 billion ABL facility, based on its available borrowing base. S&P said, "We also expect a release of cash from working capital this year as the company works on reducing its iron ore pellets and other items of inventory. The company marginally reduced its capital expenditure (capex) to $625 million, reflecting the effect of reduced sustaining capex at idled assets and the suspension of the transformer project at Weirton, West Virginia. We do not assume any shareholder distributions because debt repayment remains the focus of the company's current financial policy. As a result, we believe the company's liquidity sources are more than sufficient to cover its capex obligation over the next 12 months. Furthermore, Cliffs has no maturing debt until 2027, when about $685 million of senior secured debt will become due." The negative outlook reflects the risks of a prolonged weakness in Cliffs' earnings and cash flows over the next 12 months that could hinder its ability to reduce its debt and restore the cushion in its credit metrics to sustain the current rating. S&P said, "We expect S&P Global Ratings-adjusted leverage of about 8x-10x in 2025, which could improve to about 4x in 2026. We expect the company will generate positive free cash flows to adequately finance its capital expenditures and operations over the next 12 months." S&P said, "We could lower our ratings on Cliffs over the next 12 months if we expect a weaker-than-projected recovery in its earnings and cash flows, thereby hindering its ability to restore its credit cushion. In such a situation, we would expect leverage sustained above 4x with no clear path to deleveraging. "We could revise our outlook on Cliffs to stable over the next 12 months if its earnings and cash flows recover, leading to stronger credit metrics above our base case. We would expect S&P Global Ratings-adjusted debt to EBITDA below 4x, positive free cash flow generation, and a demonstration of management's commitment to debt reduction." COINBASE GLOBAL: Moody's Extends Review on 'B2' CFR for Upgrade --------------------------------------------------------------- Moody's Ratings has extended the review for upgrade of Coinbase Global, Inc.'s (Coinbase) B2 Corporate Family Rating and its B1 Backed Senior Unsecured rating. RATINGS RATIONALE The review is being extended as a result of two significant recent developments whose implications will be considered during the review. On May 15, Coinbase disclosed a material incident resulting in loss of customer funds due to an attack by cyber criminals. Coinbase's preliminary estimates of the financial impact is around $180 million to $400 million. During Moody's reviews, Moody's will assess the likely magnitude and longevity of any adverse impacts from this event, including from reputational harm, customer attrition, loss of market share, weaker adoption of products and services, and increased regulatory scrutiny. Moody's will also review the firm's hiring and monitoring practices for employees with access to sensitive customer data, and the safeguards, controls, and other compliance policies to identify and prevent similar incidents from occurring in the future. During Moody's reviews, Moody's will also assess Coinbase's 8 May announcement that it agreed to acquire global crypto derivatives exchange Deribit for approximately $2.9 billion. The transaction will be funded with equity and $0.7 billion cash, and is expected to close by year-end 2025. While the funding structure with mostly Coinbase common stock is credit positive, Moody's reviews will also consider other aspects of the transaction, including the impact on key credit metrics and incremental operational and other risks. Moody's initiated the review for upgrade on February 24, 2025, following the SEC's dismissal of litigation against Coinbase that alleged the firm had been operating as an unregistered securities broker, national securities exchange and clearing agency, and failed to register the offer and sale of its crypto asset staking-as-a-service program. The dismissal with prejudice reduced the immediate risk of negative regulatory action that would force the company to revamp its business model, potentially leading to lower revenue, earnings and competitive strength. Moody's expects that Coinbase will benefit from a clearer regulatory and operating environment for the crypto industry. The review for upgrade is also considering the durability of the robust growth in Coinbase's revenue, earnings and cash flow. The firm's improved financial performance resulted in a substantial increase in its liquidity, with cash and cash-like resources reaching $9.9 billion as of March 31, 2025, compared to $4.3 billion in debt. Coinbase's debt/EBITDA leverage ratio was 1.8x at March 31, 2025, its strongest level since late 2021. The methodology used in these ratings was Securities Industry Service Providers published in February 2024. COMMSCOPE HOLDING: Re-elects Directors, Ratifies EY as Auditor -------------------------------------------------------------- CommScope Holding Company, Inc. held its Annual Meeting of Stockholders on May 8, 2025. There were a total of 216,560,568 shares of common stock, and 1,227,328 shares of Series A Convertible Preferred Stock, which, as of the record date, were convertible into 44,630,064 shares of common stock, eligible to vote at the Meeting. The holders of the Series A Convertible Preferred Stock, voting as a separate class, voted on the election of two directors. The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class (with the holders of Series A Convertible Preferred Stock voting on an as-converted basis as described in the Proxy Statement), voted on the election of eight directors and on three other proposals at the Meeting. CommScope stockholders re-elected Stephen C. Gray, L. William Krause, Joanne M. Maguire, Thomas J. Manning, Derrick A. Roman, Charles L. Treadway, Claudius E. Watts IV and Timothy T. Yates as directors, each for a term ending at the 2026 annual meeting, and ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2025 fiscal year. The stockholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers. In addition, the stockholders approved additional shares under the company's 2019 Long-Term Incentive Plan. Additionally, the holders of Series A Convertible Preferred Stock, voting as a separate class, re-elected Scott H. Hughes and Patrick R. McCarter as directors for a term ending at the 2026 annual meeting. About CommScope Holding Headquartered in Hickory, North Carolina, CommScope Holding Company, Inc. -- https://www.commscope.com -- is a global provider of infrastructure solutions for communication, data center, and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone, and digital broadcast satellite operators, as well as media programmers, to deliver media, voice, Internet Protocol (IP) data services, and Wi-Fi to their subscribers. This allows enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. * * * S&P Global Ratings raised its Company credit rating on CommScope Holding Co. Inc. to 'CCC+' from 'CCC' and removed all its ratings on the company from CreditWatch, where S&P placed them with positive implications on Dec. 23, 2024, as reported by the TCR on Feb. 14, 2025. S&P said, "The stable outlook reflects our expectation for reduced default risk over the next 12 months due to the company's recent debt paydown and refinancing and improving credit metrics." In March 2025, Moody's Ratings upgraded CommScope Holding Company, Inc.'s ratings including the corporate family rating to Caa1 from Caa2 and the probability of default rating to Caa1-PD from Caa3-PD. CommScope's speculative grade liquidity (SGL) rating was upgraded to SGL-3 from SGL-4. The new backed senior secured term loan and backed senior secured notes issued in December 2024 at CommScope's subsidiary, CommScope, LLC. were assigned a B3 rating and the existing secured notes were confirmed at B3. The existing senior unsecured notes at CommScope, LLC and CommScope Technologies LLC were upgraded to Caa3 from Ca. The B3 rating on the backed senior secured term loan due 2026 was withdrawn. The outlook is stable, previously the ratings were on review for upgrade. These actions conclude the review for upgrade that was initiated on January 8, 2025. The ratings upgrade reflects the refinancing of debt due in 2025 and 2026 with a combination of about $2.1 billion in assets sale proceeds and $4.15 billion in new secured debt as well as Moody's expectations for a significant improvement in operating performance that will lead to a reduction in leverage levels well below 9x in 2025. The ratings are constrained by the existing high pro forma leverage (over 10x as of Q4 2024, including Moody's standard lease adjustments) and the significant amount of debt due in 2027 ($1.6 billion as of Q4 2024). COMPASS GROUP: Moody's Cuts CFR to B2, Under Review for Downgrade ----------------------------------------------------------------- Moody's Ratings downgraded Compass Group Diversified Holdings LLC's (Compass) ratings, including the Corporate Family Rating to B2 from Ba3; Probability of Default Rating to B2-PD from Ba3-PD, and the rating on the company's senior unsecured notes to B3 from B1. The ratings remain under review for downgrade in a review that Moody's initiated on May 12, 2025 and the speculative-grade liquidity rating is unchanged at SGL-4. The ratings remain under review for downgrade as Moody's continues to assess Compass' current and future financial position and ability to reduce its high leverage following the company's disclosure on May 7th of non-reliance on its financial statements for fiscal 2024 amid an ongoing internal investigation into its subsidiary, Lugano Holding, Inc. (Lugano). The company also announced that it intends to delay the filing of its first quarter 2025 form 10-Q. Lugano's founder and CEO, Moti Ferder, who owns a significant approximately 40% minority ownership stake in Lugano resigned, without severance, from his position effective May 07, 2025. The ratings downgrade reflects Compass' near-term constrained liquidity, the challenges the company will face to quickly reduce its elevated financial leverage and the potential material impact to its financial condition given the disruptions to Lugano's business and operating results from management changes and the investigation into its financing, accounting and inventory practices. The investigation is likely to negatively affect Lugano's revenue and earnings with the business relying on reputation and relationships that are impaired by the departure of the unit's founder and CEO. Compass' 4.5x debt-to-EBITDA leverage was already elevated for the rating and will be pushed higher by a reduction in Lugano's earnings. Compass' non-reliance of the 2024 financial statements announcement also weakens its liquidity since it is Moody's understandings that the company does not comply with the financial reporting covenants per the terms of its bank credit agreement and, as a result, the company does not currently have access to borrow on its revolver facility. The company is thus reliant on its existing cash balance and subsidiary earnings for liquidity. Compass had roughly $150 million of cash as of December 2024 pro forma for the January 2025 incremental term loan. Moody's understands the company is taking steps to maintain sufficient liquidity including working with the bank group to obtain a waiver of the financial reporting covenants. Asset sales if needed to support liquidity may occur at suboptimal valuations and could reduce the company's revenue and earnings base. In addition, under the terms of Compass' bond indentures, the company is required to deliver all quarterly and annual financial information within the periods specified in the Exchange Act, but will not be deemed to have failed to comply with this obligation until 90 days after the applicable due date. An event of default would occur 60 days following written notice of a financial reporting covenant violation from the trustee or holders of at least 25% of the notes. Compass has increased its debt to fund ongoing cash flow deficits driven by Lugano's investments in working capital to support its growth. Because Lugano is Compass' largest operating segment representing roughly 21% of revenue and approximately 38% of adjusted EBITDA (based on the company's calculation) for 2024, disruptions to its operations would materially affect Compass. The ongoing investigation creates uncertainty around the company's actual financial leverage position. Governance considerations were a key factor in the rating action and reflect the weakness in financial reporting, internal controls and compliance related to the non-reliance on the 2024 financial statements linked to the ongoing financial, accounting and inventory investigation of Lugano Moody's will continue to assess in the review the causes of the financing, accounting and inventory irregularities at Lugano, the effect on Lugano's business, reputation and profitability, and Compass' profitability, cash flow, leverage and overall liquidity including ability to obtain waivers from debt holders to the financial reporting covenants. Moody's reviews will also focus on the company's plan and timing of remediation of weaknesses of internal controls and completion of the 2024 financials restatement, the impact on the company's current financial condition and near to intermediate term financial performance. Moody's will also assess the operational and reputational impact, and any potential legal or regulatory consequences as a result of the investigation. RATINGS RATIONALE Compass' B2 CFR reflects its sizable scale with revenue of around $2.2 billion with solid industry and product diversification resulting from its controlling ownership interest in nine distinct operating businesses, the high leverage, and uncertainty related to the company's earnings base and asset composition resulting from the financing, accounting and inventory investigations of Lugano, the company's largest earnings contributor. Compass has a publicly stated financial policy that targets financial leverage of 3.0x - 3.5x (per the company's calculation), which was at 3.6x as of December 2024 based on the original financial reporting. The company is operating with elevated financial leverage, and Moody's expects that Compass will focus on deleveraging over the next 12-18 months. The high financial leverage reduces the cushion to absorb weaker operating results and limits its capacity to utilize debt to fund growth investments and acquisitions. The company has growing earnings concentration with its Lugano subsidiary. Lugano's high earnings growth requires significant capital investments, which is pressuring free cash flow generation. Compass' policy of distributing most of its cash flow to shareholders via relatively large dividends is also contributing to negative free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's revenue or operating profit declines, or liquidity deteriorates including if the company is unable to obtain covenant waivers. The ratings could also be downgraded if Lugano's reputation, brand position or profitability is adversely affected by management changes or the investigation, Compass' leverage remains elevated, or if the asset composition changes. An upgrade is unlikely at this time given the high leverage and potential operating, accounting and liquidity issues stemming from the Lugano investigations. A confirmation would be considered if Compass is able to maintain good liquidity including receipt of all necessary covenant waivers from lenders and bondholders, and the findings of the ongoing investigation do not materially affect the company's current financial condition and its future operating performance. Moody's would also need clarity on Compass' overall future asset composition, operating earnings, cash flow and leverage position to confirm the ratings. The principal methodology used in these ratings was Consumer Durables published in September 2021. Compass Diversified Holdings is a publicly traded company (NYSE: CODI) that owns 100% of Compass Group Diversified Holdings LLC, which holds majority ownership interests in nine distinct operating subsidiaries in the Branded Consmer segment which includes 5.11 Tactical, Velocity Outdoor (formerly Crosman), Lugano, Boa, PrimaLoft, and The Honey Pot; and in the Niche Industrial segment which includes Sterno Group, Altor Solutions (formerly Foam Fabricators), and Arnold Magnetics. Revenue for the fiscal year 2024 was about $2.2 billion. CONFLUX LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Conflux, LLC 1160 Eastern Parkway Brooklyn NY 11213 Business Description: Conflux, LLC is a single-asset real estate entity, as defined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-42476 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Joshua R. Bronstein, Esq. JOSHUA R. BRONSTEIN & ASSOCIATES PLLC 114 Soundview Drive Port Washington NY 11050-1750 Tel: (516) 698-0202 E-mail: jbrons5@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rigoberto Douglas 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/3AZHULA/CONFLUX_LLC__nyebke-25-42476__0001.0.pdf?mcid=tGE4TAMA COWTOWN BUS: Court OKs Residual Assets Sale ------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, has agreed to Cowtown Bus Charters Inc. and Cowtown Transportation Company LLC to sell Residual Assets, free and clear of liens, interests, and encumbrances. The Court found that the Debtor has demonstrated grounds for the sale of Assets and the holders of such claims have consented to the relief requested. The Debtor has demonstrated good and sufficient reasons for approval for the sale including the sales and transfers of the Assets. The Court has authorized the Debtor to sell and transfer the Assets to the applicable Purchaser and to sell its remaining personal property consisting of five non-operating buses, furniture, and miscellaneous personal property. The Debtor may pay actual expenses incurred by Rosen Systems, Inc. in connection with the sale. Rosen Systems, Inc. is authorized to charge a buyer’s premium of 15% percent. The proceeds of the Sale shall be subject to a carve-out and reservation of funds sufficient to satisfy all accrued and unpaid quarterly fees owed to the United States Trustee. 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. CROWN SUBSEA: Incremental Term Loan No Impact on Moody's 'B1' CFR ----------------------------------------------------------------- Moody's Ratings said Crown Subsea Communications Holding, Inc.'s ("SubCom") announcement to raise an incremental, fungible first lien term loan to fund a distribution to shareholders has no impact on the company's ratings at this time, including the B1 corporate family rating and B1 backed senior secured bank credit facility rating. The rating outlook remains stable. SubCom will use proceeds from the $275 million incremental, fungible first-lien term loan to pay a distribution to shareholders, as well as to cover the fees and expenses associated with the transaction. Moody's views this transaction as a credit negative as it will increase debt and financial leverage. However, Moody's expects leverage to remain in a range appropriate for the B1 CFR. Moody's estimates that pro forma debt-to-EBITDA (Moody's adjusted) will increase to above 4x at close from current levels of around mid 3x before de-levering back to below 4x as market demand for new subsea cables remains strong over the next 12 to 18 months. SubCom benefits from a leading market position as a provider of long-haul fiber optic cable construction, strong operating performance, and Moody's expectations for further organic revenue and EBITDA growth through 2026 supported by new contract wins and a robust backlog of over $4.7 billion as of April 2025, which provides multi-year earnings visibility. Headquartered in Eatontown, NJ, SubCom is a provider of planning, engineering, manufacturing, installation and maintenance services for the construction of subsea fiber optic cable systems worldwide and is one of three leading global fiber optic cable installers. The company is owned by funds affiliated with Cerberus Capital. CROWN SUBSEA: S&P Affirms 'B+' ICR Following Dividend Recap ----------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Crown Subsea Communications Holding Inc. (SubCom). S&P said, "We affirmed our 'B+' issuer credit rating on the first-lien term loan and revised our recovery rating down to '4' from '3' (rounded estimate: 45%), reflecting the increase in senior secured debt. "The stable outlook reflects our expectation that SubCom's backlog provides good visibility into revenue and EBITDA growth over the coming years and it stands to benefit from the secular growth in data consumption and replacement demand for aging long-haul fiber optic cables. The stable outlook incorporates our expectation for S&P Global Ratings' adjusted debt to EBITDA to remain below 5x." SubCom, a leading long-haul subsea fiber optic cable services provider, plans to pay a dividend to its financial sponsor, Cerberus Capital Management, funded with a combination of cash and new debt. The transaction increases leverage above S&P's prior expectations but remains within the parameters of the rating. SubCom announced a $475 million fungible add-on to its $1.4 billion first-lien term loan due 2031 with proceeds targeted to fund the dividend and transaction fees. "SubCom's dividend recap will increase leverage above our prior expectations, but credit metrics remain aligned with our view of its financial sponsor ownership and commensurate with our current rating. SubCom plans to distribute a sizable dividend funded with debt from the incremental term loan add-on. This follows a dividend paid earlier in this quarter that it funded with cash on hand and operating cash flows. We view the total dividend distribution as significant relative to the company's EBITDA base; however, we consider the company's low leverage relative to typical financial sponsor-owned entities and our expectation for sound cash flow generation through the reminder of the year, provide sufficient cushion for the transaction to be neutral for credit quality. As of March 31, 2025, SubCom's debt to EBITDA stood at 3.7x, compared with 4.7x a year before, on a last-12-month basis. The company's sustained double-digit revenue growth, margin expansion, and free cash flow generation allowed for an organic deleveraging. The dividend recap will increase leverage to 4.6x in 2025, above our previous expectations, but we consider credit metrics remain commensurate with our current rating. Under our base case, we expect SubCom will continue to distribute sizable dividends governed by its financial policy of maintaining debt to EBITDA below 5x. "SubCom is well positioned to show sustained growth benefiting from strong sector tailwinds. We expect outsize demand driven by data consumption globally and boosted by the adoption of AI and other technologies will continue to fuel growth for SubCom's services over the forecast period. In addition, we see its leading market position in the niche market of deep subsea cables services and its high-quality customer base, including the major internet content providers as positive for credit quality and supportive of its growth prospects. We believe the company's record backlog of $4.7 billion (up by 34% at fiscal year-end 2024) with strong bookings provide good visibility into revenue and EBITDA growth over the next few years. We estimate revenue growth at about 12% and EBITDA margins at about 25.5%, in 2025. "The stable outlook reflects our expectation that SubCom's backlog provides good visibility into revenue and EBITDA growth over the coming years and it stands to benefit from the secular growth in data consumption and replacement demand for aging long-haul fiber optic cables." S&P could lower its ratings on SubCom if: -- Its S&P Global Ratings-adjusted debt to EBITDA exceeds 5x; or -- S&P expects its FOCF to debt will fall below 10% on a sustained basis. This could occur if the company encounters unforeseen execution issues on a large project, its EBITDA margins decrease materially beyond our expectations, or it undertakes a debt-funded dividend distribution. S&P could raise its ratings on SubCom if: -- The company successfully executes its large contracts and maintains its win rates to mitigate its customer and project concentration risks; -- S&P gains greater visibility into the sponsor's holding period, which dissipates the uncertainty around potentially aggressive financial policy decisions; and -- The company maintains debt to EBITDA of well below 4x and FOCF to debt of above 15% on a sustained basis. CUBIC CORP: FS KKR Marks $44.8 Million 2L Loan at 24% Off --------------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $44,800,000 loan extended to Cubic Corp. to market at $34,000,000 or 76% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a Second Lien Senior Secured Loan to Cubic Corp. The loan accrues interest at a rate of 7.60% per annum. The loan matures on May 2029. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About Cubic Corp Cubic Corporation is an American public transportation and defense corporation. It operates two business segments: Cubic Transportation Systems and Cubic Mission and Performance Solutions. CUMBERLAND ACADEMY: Moody's Lowers Rating on Revenue Bond to B1 --------------------------------------------------------------- Moody's Ratings has downgraded the revenue bond rating of Cumberland Academy, TX to B1 from Ba2 with a stable outlook. Previously, the ratings were on review for downgrade. Their school has about $84 million of debt outstanding. This rating action concludes the review for downgrade initiated on February 26, 2025, prompted by the school's breach of its debt service coverage covenant. The downgrade to B1 is based on the school's weak debt service coverage in 2024, uncertain prospects for improvement in 2025, and lack of enrollment growth despite significant facility expansion in recent years. The school has not yet received a waiver of the debt service coverage covenant default for fiscal 2024 which means debt service acceleration remains a potential, albeit low likelihood, possibility due to the violation. Governance is a key driver of this rating action. Prior management's failure to proactively manage the school's budget to navigate a constrained funding environment as well as substantial capital outlay with no growth in enrollment caused the covenant violation for fiscal 2024. Additionally, continued turnover has limited financial planning. RATINGS RATIONALE The B1 rating is based on the school's weak 0.7x debt service coverage in 2024 and possibility of further debt service covenant violations in fiscal 2025. Despite significant budget cuts enacted for fiscal 2025, management turnover and a lack of reporting of interim financial statements make budgetary expectations for fiscal 2025 unclear. The rating incorporates the fact that the school still had access to a healthy 154 days liquidity despite the poor coverage in fiscal 2024 and recently enacted legislation will boost the school's revenue in fiscal 2026 and beyond. Negatively, the school's leverage remains quite elevated and the debt financed facility improvement/expansion has not resulted in any enrollment gains. RATING OUTLOOK The stable outlook reflects the school's limited prospects for substantial enrollment growth given the relatively small Tyler market and a downturn in the school's academic accountability ratings. The school remains in good standing with the Texas Education Agency at present, however any difficulties with the upcoming charter renewal in 2026 could result in further negative rating action. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Significant and sustained improvement in debt service coverage that brings annual coverage back above historic levels of 1.2x -- Improved competitive profile that brings enrollment in line with previous expectations of around 2,500 students -- Stabilization of the school's governance FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Further covenant violations or remedies such as acceleration of maturity that impinge the school's financial or operational viability -- Substantial draws on liquidity that bring days cash on hand below the state recommended 90 days -- Inability to sustainably improve operations to achieve consistent debt service coverage above 1.1x PROFILE Cumberland Academy is a K-12 charter school that serves Tyler, TX and the surrounding area. The academy operates six facilities on four campuses with a combined enrollment of 2,035 students. The organization is governed by a six member board of directors and operates under a charter granted by the Texas Education Agency, expiring in 2026. METHODOLOGY The principal methodology used in this rating was US Charter Schools published in April 2024. CXOSYNC LLC: Court Extends Cash Collateral Access to June 6 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois extended CXOsync, LLC's authority to use cash collateral until June 6. The interim order authorized the company to use the cash collateral of the Internal Revenue Service and the U.S. Small Business Administration to pay expenses in accordance with its budget, with a 5% variance allowed. The budget projects total operational expenses of $99,138 for the period from May 16 to June 13. As protection for the use of their cash collateral, both secured creditors will receive replacement liens on all of CXOsync's property. These replacement liens will hold the same priority and validity as the secured creditors' pre-bankruptcy liens. CXO must maintain insurance, preserve collateral, and allow inspection of books and collateral. A status hearing is scheduled for June 4. About CXOsync LLC CXOsync, LLC is a corporate event planner which presents events and workshops geared toward CIOs, CISOs, CMOs, and CFOs of businesses. It hosts live and virtual events to gather CXOs from the world's largest corporations and brands. CXOsync sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banker. N.D. Ill. Case No. 24-08351) on June 5, 2024, with $128,315 in assets and $6,030,532 in liabilities. Rupen Patel, managing member, signed the petition. Judge Janet S. Baer presides over the case. The Debtor is represented by: Ben L. Schneider, Esq. Schneider & Stone Tel: 847-933-0300 Email: ben@windycitylawgroup.com D LASSEN: Seeks Chapter 11 Bankruptcy in California --------------------------------------------------- On May 21, 2025, D Lassen LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of California. According to court filing, the Debtor reports $112,331,714 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About D Lassen LLC 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. D Lassen LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-40887) on May 21, 2025. In its petition, the Debtor reports total assets of $5,630,234 and total liabilities of $112,331,714. The Debtors are represented by Michael Jay Berger, Esq. at LAW OFFICES OF MICHAEL JAY BERGER. DANA INC: Moody's Affirms 'Ba3' CFR, Outlook Stable --------------------------------------------------- Moody's Ratings affirmed Dana Incorporated's (Dana) Ba3 corporate family rating, Ba3-PD probability of default rating and B1 senior unsecured notes rating. At the same time, Moody's affirmed the B1 backed senior unsecured rating on financing subsidiary Dana Financing Luxembourg S.a.r.l.'s senior unsecured notes. The outlooks were maintained at stable. The speculative grade liquidity rating was unchanged at SGL-1. The rating action reflects Moody's expectations that cost savings will stabilize earnings in 2025 despite increasing macroeconomic uncertainty, including tariff implications. Margins should modestly strengthen even with flat-to-slightly lower global light vehicle production as new business backlog and efficiency improvements provide tailwinds. Liquidity remains strong, supported by cash of around $500 million and Moody's expectations for free cash flow of at least $100 million this year. Moody's also anticipates adjusted debt-to-EBITDA to fall below 4x by the end of 2025. Dana could announce the sale of its off-highway segment by the end of Q2 2025, highlighting a significant transformation of its operating model. Proceeds from the sale of the off-highway segment are expected to result in significant debt repayment. Specifically, management has indicated a target net leverage ratio of approximately 1x over the business cycle following the transaction. RATINGS RATIONALE Dana maintains a competitive position and good diversity as a supplier of driveline, thermal and sealing products for light, commercial and off-road vehicles. The Light Vehicle segment mix is weighted toward trucks and SUVs, which continue to grow as a percentage of global light vehicle production. Demand remains weak in key market sectors, including heavy and medium-duty trucks, agriculture and construction. Demand for products related to light vehicles also now face increasing uncertainty because of tariff implications. This highlights that even with a diversified operating model, Dana remains vulnerable to cyclical end markets, especially mining, Class 8 heavy trucks and agriculture equipment. Despite progress on electric vehicle platform awards, Dana maintains significant reliance on internal combustion engine platforms. The slowdown in electric vehicle adoption has enabled a refocus on more profitable legacy combustion assets but also results in underutilization of electrification investments that could weigh on already modest margins. The stable outlook reflects Moody's expectations that Dana's accelerated cost saving efforts will help modestly strengthen margins through 2026, even with a challenged commercial vehicle market and growing uncertainty within the global light vehicle sector. Free cash flow and leverage should also improve because of a lower, more flexible cost structure and reduced capital spending. Dana's SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectations that the company will maintain very good liquidity. This is supported by Moody's expectations for a sustained cash position of around $500 million and 2025 free cash flow in excess of $100 million. Additional liquidity is provided by ample availability under a $1.15 billion revolving credit facility set to expire in March 2028. In addition to several incurrence-based covenants, the revolving facility has a financial covenant that limits first lien net leverage to no more than 2x. Moody's expects Dana to maintain sufficient headroom in complying with these requirements through 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with EBITDA-to-interest greater than 7x, debt-to-EBITDA below 3.5x and maintenance of very good liquidity, including annual free cash flow sustained above $150 million. An EBIT margin in excess of 5%, boosted by continued cost structure improvements to better manage through cyclicality, could also result in positive rating action. The ratings could be downgraded if cost savings fall materially shy of the company's target over the next two years, reducing Dana's ability to offset market weakness. More specifically, if the EBIT margin does not improve from current levels, debt-to-EBITDA remains above 4x, EBITDA-to-interest is sustained below 6x or liquidity weakens, the ratings could be downgraded. Failure to complete the sale of the off-highway segment or if sale proceeds are not used for substantial debt reduction could also contribute to a negative rating action. The principal methodology used in these ratings was Automotive Suppliers published in December 2024. Dana Incorporated is a global manufacturer of drive systems (axles, driveshafts, transmissions), sealing solutions (gaskets, seals, cam covers, oil pan modules) and thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling) serving OEMs in the light vehicle, commercial vehicle and off-highway markets. Revenue for the twelve months ended March 31, 2025 was nearly $10 billion. DAVITA INC: Moody's Rates Proposed Senior Unsecured Notes 'Ba3' --------------------------------------------------------------- Moody's Ratings assigned a Ba3 rating to DaVita Inc.'s ("DaVita" or "the company") proposed senior unsecured notes. There is no change to the company's existing ratings, including the Ba2 corporate family rating, Ba2-PD probability of default rating, Ba1 senior secured bank credit facility ratings, Ba3 senior unsecured ratings, and SGL-1 speculative grade liquidity rating (SGL). There is also no change to the stable outlook. Proceeds from the unsecured notes will be used to repay outstanding revolver balance, which was drawn to fund year-to-date share repurchases and to support working capital following a cybersecurity incident at the company in April 2025. Moody's expects the transaction will increase DaVita's financial leverage marginally but will improve external liquidity following paydown of the revolver balance. RATINGS RATIONALE DaVita's Ba2 CFR is constrained by the company's moderately high financial leverage with Moody's pro forma adjusted debt-to-EBITDA of approximately 4.4 times for the last twelve month period ending March 31, 2025. The rating also reflects the company's heavy reliance on commercially insured dialysis patients for the majority of profit and free cash flow. It also reflects the company's near total reliance on the end stage renal disease (ESRD) market, which makes the company vulnerable to unfavorable market developments including further slowing in the long-term growth rate of ESRD patient volumes. The company's growth strategy, which includes M&A in international markets, carries execution risk. The rating is supported by DaVita's considerable scale and strong US market position. It is also supported by the company's extensive network of dialysis outpatient clinics and the recurring revenue stream attributed to dialysis, as the treatment is critically important to patients who require treatment three times per week indefinitely. The rating also reflects DaVita's robust free cash flow and very good liquidity. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectations that DaVita will maintain very good liquidity over the next 12 to 18 months. Moody's expects some volatility in cash flows in 2Q25 given the delayed cash collections from the ransomware attack, but Moody's expectations in the medium term is that operating cash flow will be sufficient to cover all capital expenditures as well as all mandatory debt repayments. Liquidity is supported by $439 million of cash on hand as of March 31, 2025. The company's $1.5 billion revolving credit facility, which will be full available following the transaction and payoff of the outstanding balance, also supports overall liquidity. The company's credit agreement requires compliance with a maximum net leverage ratio covenant of 5.0 times through June 2026 with a step down to 4.5x thereafter. Moody's anticipates DaVita will operate with ample covenant cushion over the next 12-18 months. The outlook is stable. Moody's expects DaVita to have stable operating performance, very good liquidity and financial leverage that is maintained near 4.0x in the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if DaVita continues to grow earnings and sustains debt to EBITDA below 3.25 times while demonstrating discipline with respect to acquisitions and shareholder returns. The rating could be downgraded if material rate reimbursement cuts are implemented by either commercial insurers or Medicare, if operating performance deteriorates, and/or if liquidity erodes. A downgrade could also result if debt to EBITDA is sustained above 4.25 times or demand for outpatient dialysis services slows. DaVita Inc., headquartered in Denver, CO, is an independent provider of dialysis services primarily in the US for patients suffering from end-stage renal disease (chronic kidney failure). The company also provides home dialysis services, inpatient dialysis services through contractual arrangements with hospitals, laboratory services and other ancillary services. Revenues for the last twelve months ended March 31, 2025 are about $13 billion. The principal methodology used in this rating was Business and Consumer Services published in November 2021. DAY SURGERY: Section 341(a) Meeting of Creditors on June 18 ----------------------------------------------------------- On May 15, 2025, Day Surgery Companions Services LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Western District of Washington. According to court filing, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Section 341(a) to be held on June 18, 2025 at 11:30 AM via Telephonic Creditors Meeting. About Day Surgery Companions Services LLC Day Surgery Companions Services LLC is a healthcare service provider that appears to offer companion and support services for patients undergoing outpatient surgical procedures. Day Surgery Companions Services LLCsought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 25-11318) on May 15, 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 Timothy W. Dore handles the case. DERMTECH INC: Seeks to Extend Plan Exclusivity to July 15 --------------------------------------------------------- DTech Liquidating, Inc. (f/k/a DermTech, Inc.) and DTech Op Liquidating, Inc. (f/k/a DermTech Operations, Inc.) asked the U.S. Bankruptcy Court to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to July 15 and August 12, 2025, respectively. This is the Debtors' fourth request for an extension of the Exclusive Periods. The Debtors submit that cause exists to further extend the Exclusive Periods and that the following factors, among others, weigh in favor of such extension: * The Size and Complexity of these Chapter 11 Cases. These chapter 11 cases are large and complex. Among other things, the Debtors spent the first three months of these chapter 11 cases transitioning into chapter 11, conducting the post-petition sale process, ultimately obtaining entry of the Sale Order, closing the Sale and transitioning operations to the Buyer. The sale process and subsequent closing and transition to the Buyer required significant effort on behalf of the Debtors' management, employees and advisors and involved complex negotiations with the Buyer, the Committee, the U.S. Trustee, and other interested parties. * A Further Extension of the Exclusive Periods Will Not Prejudice Creditors. The Debtors are not seeking a further extension of the Exclusive Periods to pressure or prejudice any of their stakeholders. As noted, the Debtors have been working diligently in good-faith with various parties in an effort to resolve or issues related to confirmation of the Plan, and these efforts will require the continued attention of the Debtors and their professionals. Thus, the Debtors' request for an extension of the Exclusivity Periods is not being made for the impermissible purpose of pressuring creditors to agree to a plan of reorganization. * The Debtors are Paying Their Debts as They Come Due. The requested extension of the Exclusive Periods is also appropriate because the Debtors continue to timely pay their undisputed post petition obligations. The requested extension of the Exclusive Periods will afford the Debtors a meaningful opportunity to continue negotiations with key parties in order to confirm the Plan without prejudice to the parties in interest in these chapter 11 cases. * Additional Factors Exist to Support an Extension of the Debtors' Exclusive Periods. In addition to the factors, termination of the Exclusive Periods would adversely impact the administration of these chapter 11 cases. If the Court were to deny the Debtors' request for an extension of the Exclusive Periods, upon the expiration of the Exclusive Filing Period, any party in interest would be free to propose a chapter 11 plan for the Debtors and solicit acceptances thereof. Counsel to the Debtors: Erin R. Fay, Esq. Shane M. Reil, Esq. Catherine C. Lyons, Esq. Heather P. Smillie, Esq. WILSON SONSINI GOODRICH & ROSATI, P.C. 222 Delaware Avenue, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 304-7600 E-mails: efay@wsgr.com sreil@wsgr.com clyons@wsgr.com hsmillie@wsgr.com About Dermtech Inc. San Diego, Calif.-based DermTech, Inc., is a molecular diagnostic company developing and marketing novel non-invasive genomics tests to aid in the diagnosis and management of melanoma. DermTech, Inc. and DermTech Operations filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 24-11378) on June 18, 2024. At the time of the filing, both Debtors reported $50 million to $100 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Wilson Sonsini Goodrich & Rosati, P.C. as bankruptcy counsel; AlixPartners, LLC as financial advisor; and TD Cowen as investment banker. Stretto, Inc. serves as the Debtors' claims and noticing agent and administrative advisor. The official committee to represent unsecured creditors retained Hogan Lovells US LLP as counsel, Potter Anderson & Corroon LLP as Delaware counsel, and Berkeley Research Group, LLC, as financial advisor. DIGITAL ALLY: RBSM Out, Victor Mokuolu CPA In as New Auditor ------------------------------------------------------------ Digital Ally Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Audit Committee of the Board of Directors approved the dismissal of RBSM LLP as the Company's independent registered public accounting firm. The reports of RBSM on the Company's consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that RBSM's reports on the consolidated financial statements of the Company as of and for the years December 31, 2024 contained an explanatory paragraph stating that, "The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, 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. Management's plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty." During the fiscal years ended December 31, 2024 and 2023, and through May 5, 2025, there have been no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of RBSM would have caused RBSM to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2024 and 2023, and through May 5, 2025, there have been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K). Following the dismissal of RBSM, the Audit Committee approved the appointment of Victor Mokuolu CPA PLLC as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2025. During the fiscal years ended December 31, 2024 and 2023 and through May 5, 2025, neither the Company, nor anyone on its behalf, consulted Mokuolu regarding 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 with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Mokuolu that 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 the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). 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. DOCUDATA SOLUTIONS: June 6, 2025 Claims Filing Deadline Set ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas set June 6, 2025, at 5:00 p.m. (prevailing Central Time) as the last date and time for person and entities to file proof of claim against DocuData Solutions LC and its debtor-affiliates. The Court also set Sept. 2, 2025, at 5:00 p.m. (prevailing Central Time) as the deadline for all governmental units to file their claims against the Debtors. Each Proof of Claim must be filed or submitted, including supporting documentation, through any of the following methods: i) electronic submission through the Electronic Case Filing system at https://ecf.txsb.uscourts.gov/ ii) electronic submission using the interface available on Omni's website at https://omniagentsolutions.com/DocuDataSolutions-Claims or iii) if submitted through non-electronic means, by U.S. mail or other hand delivery system, so as to be actually received by Omni on or before the Claims Bar Date, the Governmental Bar Date, or other applicable Bar Date, as applicable, at the following address: DocuData Solutions, Claims Processing c/o Omni Agent Solutions, Inc. 5995 De Soto Ave., Suite 100 Woodland Hills, CA 91367 About Docudata Solutions Docudata Solutions, LC, together with their Debtors and non-Debtor affiliates (the Company), are a global leader in business process automation. Leveraging their worldwide presence and proprietary technology, the Company offers high-quality payment processing and digital transformation solutions across the Americas and Asia, helping clients enhance efficiency and lower operational costs. The Company has worked with over 60% of the Fortune 100 companies. They provide essential services to top global banks, financial institutions, healthcare payers and providers, and major global brands. These services include finance and accounting solutions, payment technologies, healthcare payer and revenue cycle management, hyper-automation and remote work solutions, enterprise information management, integrated communications and marketing automation, as well as digital solutions for large enterprises. Docudata Solutions and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 25-90023) on March 3, 2025. In the petitions signed by Matt Brown, interim chief financial officer, the Debtors disclosed $500 million to $1 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP, Houlihan Lokey, Financial Advisors, Inc. as investment banker, AlixPartners, LLP as financial advisor. Omni Agent Solutions, Inc. is the Debtors' claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. E.W. SCRIPPS: Fitch Hikes Rating on Sr. Secured Notes to 'B-' ------------------------------------------------------------- Fitch Ratings has affirmed The E.W. Scripps Company's (Scripps) Long-Term Issuer Default Ratings (IDR) at 'CCC-' and its senior unsecured notes at 'C' with a Recovery Rating of 'RR6'. Fitch has upgraded Scripps' senior secured notes, term loan Bs and RCFs to 'B-'/'RR1' from 'CCC+' /'RR1'. The upgrades correct an error in Fitch's application of its recovery tool outcome. Scripps' 'CCC-' rating reflects a slightly improved debt maturity profile, with the 2027 unsecured notes as the next major maturity. Scripps faces elevated two-year average EBITDA leverage, anticipated to increase in a non-political year. Sector challenges, such as declining cable subscribers and a weakening advertising market, pressure Scripps to capitalize on the upcoming non-presidential political cycle. The company faces a substantial $2.4 billion in debt maturities over the next four years, with significant maturities beginning in 2027. Strained liquidity and limited market access further impact its financial flexibility and refinancing risk. Key Rating Drivers Significant Refinancing Risk Starting 2027: The recent refinancing transactions have deferred the refinancing risk until 2027 when the unsecured notes are due. With term loan maturities now extended to 2028 and 2029, Fitch expects the company to leverage the monetization of the upcoming non-presidential political cycle to help mitigate the refinancing risk associated with the 2027 notes. Although the refinancing transaction provides temporary relief, it does not substantially resolve the issue of an over-leveraged capital structure. As a result, Fitch anticipates further near-term distressed debt exchange (DDE) transactions as the company engages with holders of the 2027 unsecured notes to negotiate maturity extensions. Unsustainable Capital Structure; FCF Under Pressure: Fitch believes Scripps' two-year average leverage will continue to push higher over the next two years, which will only increase the pressure on the company to come to favorable terms with multiple tranches of existing bondholders and ultimately the same group of existing lenders that have agreed to extend maturities into the 2028/2029 time frame. Fitch does not expect Scripps' core fundamental business will grow rapidly enough over this time frame to meet their upcoming maturity obligations. Highest National Advertising Exposure: The national advertising market has slowed over the past four years due to high interest rates post-pandemic, limiting budgets and increasing competition from digital media. Digital advertising provides better targeting than traditional linear media, impacting Scripps' performance as key sectors such as automotive, travel, retail, and financial services have not fully returned to pre-pandemic levels. This has undermined Scripps' national advertising performance compared to peers with a more balanced national and local media presence. Retransmission Revenue Growth Concerns: Fitch believes the consistent growth of the high-margin retransmission business might be peaking due to rising cable network costs and continuing erosion of the subscriber base, as subscribers opt for alternative video content distributors. This trend will increase Scripps' dependence on core advertising, reflecting a more volatile operating profile. Advertising Exposure: Advertising revenues accounted for about 68% of Scripps' last eight quarters adjusted total pro forma revenues (excluding political), with local advertising comprising a significant portion. Fitch believes Scripps is better positioned to manage through weaker operating performance due to contractual increases in retransmission revenues (around 30% of total revenues in average, excluding political) and increasing exposure to national advertising, balancing its television advertising platform. Overall ad market expectations may improve but Fitch expects legacy mediums to continue losing share to digital ones. Linear Network Secular Threats: Fitch's ratings recognize the threats to linear cable networks as the long-term secular decline of subscribers to multichannel video programming distributors (MVPD) continues. Fitch expects cash flow generation and margins to remain under long-term pressure despite the relative strength of the networks' content and franchises. However, over the near term these networks are likely to continue to benefit from their dual-stream revenue profile and FCF generation characteristics. Peer Analysis Scripps' 'CCC-' rating reflects the company's limited liquidity, accelerating secular challenges, declining profitability, and sustained elevated leverage. Fitch also notes a heightened refinancing risk over the medium term, as the company faces significant debt maturities starting in 2027. The company's profitability and financial flexibility have been challenged by weaker-than-expected national advertising spending and increasingly higher TV cable churn rates, partially offset by resilient local advertising demand and a consistent but decelerating retransmission business. Key Assumptions - Core advertising is expected by Fitch to decline in the mid to high single digits in 2025 due to slower demand at both local and national levels during a non-political year, coupled with a deceleration in advertising expenditures caused by macroeconomic uncertainty related to the implementation of tariffs by the current U.S. administration. For 2026, Fitch anticipates a modest recovery driven by the non-presidential political year and global media events, although this will still be offset by the impact of tariffs and weakened consumer confidence, resulting in low single-digit growth. For the remainder of the projection period, Fitch expects an average mid-single-digit growth per year; - For 2026 and 2028, political revenues of around $250 million per election year; - Retransmission and carriage revenue generation faces significant secular challenges primarily driven by increasingly higher TV cable churn rates due to increasing popularity of streaming services, reflecting a declining trend at a low-single-digit pace over the next four years; - Scripps Network revenue grows to low single digits during the initial part of the projection but then gradually declines at a low single-digit pace by the end of the projected period, driven by lower rates of renewal over the last three years of the rating horizon; - EBITDA margins fluctuate, reflecting even-year political revenues, but improve due to a mix shift toward higher-margin retransmission revenue and an improved cost structure resulting in margins fluctuating between 15% and % throughout the rating horizon; - Capex intensity around 2.75% of total revenue annually; - Fitch has assumed a global refinancing of the maturities from 2027 to 2029 through the issuance of three tranches of senior secured notes, totaling $1.25 billion, at an increased cost of debt, set at 5%. Recovery Analysis The recovery analysis assumes that Scripps would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. EBITDA Scripps' going-concern EBITDA is based on pro forma LQ8A EBITDA. Fitch assumes post-bankruptcy operating performance emergence under stress due to consistent and increasingly higher declines in TV cable subscribers, a weakened cable network position to effectively manage the cost structure of the retransmission segment, impacting revenue and operating profitability, and sluggish advertising markets. Fitch anticipates that traditional media, including television, will once more be disproportionately affected by the pullback in advertising and the rising competition from alternative media. This results in a going-concern EBITDA of $400 million, representing approximately a 30% reduction from the referenced LQ8A EBITDA. Multiple Fitch employs a 5.5x distressed enterprise value multiple reflecting the value present in the company's Federal Communications Commission licenses in small- and medium-sized U.S. markets. This multiple is in line with the median telecom, media and technology emergence enterprise value/EBITDA multiple of 5.5x. The analysis also incorporates the following: - Public trading enterprise value/EBITDA multiples typically of 8.0x to 11.0x; - Recent M&A transaction multiples of 7.0x to 9.0x including synergies (Gray Television acquired Raycom Media for $3.6 billion in January 2019 including $80 million of anticipated synergies, or 7.8x; Apollo Global Management, LLC acquired Cox Media for $3.1 billion in February 2019 before synergies, or 9.5x; Nexstar Media Group acquired Tribune Media Company in September 2019 for $7.2 billion, including the assumption of debt and $185 million of outlined synergies, or 7.5x; Nexstar sold 22 stations to three buyers as required under the terms of the Tribune acquisition for a blended 7.5x); - Scripps announced the acquisition of 15 television stations from Cordillera Communications in October 2018 for $521 million, or 8.3x, including $8 million in outlined synergies and the acquisition of eight stations from Nexstar in March 2019 for $580 million at an 8.1x multiple of average two-year EBITDA, excluding the New York City CW affiliate, WPIX. Fitch estimates an adjusted, distressed enterprise valuation of roughly $2.0 billion, resulting in a 'B-'/'RR1' senior secured Recovery Rating, and a 'C'/'RR6' unsecured debt Recovery Rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Another distressed debt exchange transaction as defined by Fitch's "Corporate Rating Criteria" or the commencement of a bankruptcy process; - Further liquidity constraints. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrated execution of operational improvements resulting in EBITDA margin expansion, leading to stronger FCF and an improved liquidity position. - Successful refinancing of upcoming debt maturities, including the $426 million of 5.875% unsecured notes maturing in 2027, while avoiding a distressed debt exchange as defined by Fitch's "Corporate Rating Criteria." Liquidity and Debt Structure As of March 31, 2025, Scripps had approximately $24 million in cash and cash equivalents and approximately $551 million available to borrow under its existing revolving credit facility due in 2026, net of $9 million in outstanding letters of credit, resulting in a total liquidity position of $575 million. Proforma for the refinancing transactions executed in April 2025, Scripps had $362 million outstanding under its accounts receivable securitization facility, $70 million under its non-extended revolving facility due on Jan. 7, 2026, marking the company's next debt maturity, and $107 million under its new $208 million revolving credit facility due in 2028. Following the transaction, the company had a pro forma liquidity position of $125 million, consisting of $24 million in cash and equivalents and approximately $101 million in borrowing capacity from the new facility. The new credit agreement governs the new revolving credit facilities and senior secured term loan Bs. The credit agreement contains a springing maturity if the 2027 unsecured notes are not fully refinanced 180 days prior to maturity. Issuer Profile Scripps is the fourth-largest TV broadcaster in the U.S. with 60 stations in 40+ markets, serving audiences through a diversified portfolio of local and national media brands. 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 ----------- ------ -------- ----- The E.W. Scripps Company LT IDR CCC- Affirmed CCC- senior unsecured LT C Affirmed RR6 C senior secured LT B- Upgrade RR1 CCC+ senior secured LT B- Upgrade RR1 CCC+ ECP OWNER: To Sell Apartments to Daniel Crosby and Mathew Medvene ----------------------------------------------------------------- ECP Owner 1 LLC and its affiliate seek permission from the U.S. Bankruptcy Court for the District of Columbia, to sell Property, free and clear of liens, interests, and encumbrances. The Debtors own seven parcels of real property, each improved by a multi-family residential building. The Debtors are each a special purpose District of Columbia limited liability company formed on May 20, 2019, to own and operate 19-low income multifamily residential buildings in the District of Columbia known as "The Villages at Tillman" and "The Villages at Evergreen." The Debtors are each a subsidiary of East Capitol Partners Owner LLC. The properties owned by ECP Owner 1 and ECP Owner 2 are encumbered by a first-priority Purchase Money Deed of Trust, Assignment of Leases and Rents and Security Agreement from Chase to ECP Owner 1 and ECP Owner 2 in the original principal amount of $7,000,000. The properties owned by ECP Owner 3 and the ECP Owner 4 are encumbered by a first-priority Purchase Money Deed of Trust, Assignment of Leases and Rents and Security Agreement from Chase to ECP Owner 3 and ECP Owner 4 in the original principal amount of $8,250,000. Each of the Sale Properties is improved with a small multi-family housing building with apartment units. The Apartments are currently managed by TM Associates Management, which is an entity affiliated with the Debtors through common ownership. Each building is occupied by tenants. Given the Debtors' limited prepetition financial success, they determined that it was in their best interest, and that of their creditors and the tenants of the Apartments, to sell the Apartments to one or more independent third parties at a price that would allow the Debtors to satisfy their secured debt and other financial obligations. The Debtor enters into a purchase agreement with Daniel Crosby and Mathew Medvene or their assignee and the assumption of all unexpired apartment leases in connection with the sale. The aggregate sale price is $8,244,000, with an outside closing date of the later of May 30, 2025, or the date on which the sale is approved by a final order of the Court. ECP Owner 3 has agreed to provide a "seller repair credit" at closing in the amount of $415,000. The Purchaser has lodged a $200,000 deposit with Allied Title and Escrow. Purchaser is comprised of two individuals, Daniel Crosby and Matthew Medvene. Mr. Crosby is CEO of Scope Property Management (SPM). SPM was founded in 2017 and has become a leading scattered site boutique housing operator in the Washington D.C. and Maryland areas. SPM also operates affordable housing communities. www.scopeprops.com. Mr. Medvene is a principal of District Line Development (DLD). DLD was established in 2019 by Mr. Medvene and his brother. DLD focuses on the acquisition, design, and redevelopment of small to mid-sized multi-family, condo, and single-family properties in the prime neighborhoods of Washington, DC, and the surrounding metro area. Following consummation of the Sale, the Debtors will have no remaining properties and will be able to bring this case to a conclusion. About ECP Owner 1 LLC ECP Owner 1 LLC is primarily engaged in renting and leasing real estate properties. ECP Owner 1 and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00326) on Nov. 1, 2023. In the petition signed by Robert B. Margolis, manager, ECP Owner 1 disclosed up to $10 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the cases. The Debtors tapped Kristen E. Burgers, Esq., at Hirschler Fleischer, PC, as bankruptcy counsel and Arnall Golden Gregory, LLP, as special real estate counsel. ELITE SCHOOL: Hires Waypoint Resources as Financial Advisor ----------------------------------------------------------- Elite School Bus Company, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Waypoint Resources LLC as financial advisors. The firm will render these services: (a) provide general financial advice to the Debtor; (b) review the Debtor's five-year projections, creditor restructuring and plan of reorganization; (c) assist in obtaining debtor in possession financing in connection with the Debtor's purchase of new school buses; (d) develop ongoing business financial programs, and information and reporting systems which are needed especially to obtain financing. The advisors will charge the Debtor for the services of Jack Devlin at the rate of $170 per hour. The advisors will receive a retainer of $1,000. Jack Devlin, managing member of Waypoint Resources LLC, assured the court that the firm is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: Jack Devlin Waypoint Resources, LLC P. O. Box 65069 Baltimore, MD 21209 Phone: (410) 526-7900 Fax: (410) 526-5835 Email: jack.devlin@waypointresources.com About Elite School Bus Company Elite School Bus Company, LLC operates a school bus company that provides services primarily to Cecil County public schools. With 23 bus routes, the company is responsible for transporting children on 23 buses to and from school. Elite School Bus Company filed Chapter 11 petition (Bankr. D. Md. Case No. 25-11526) on February 25, 2025, listing up to 10 million in both assets and liabilities. Rebecca Minks, manager, signed the petition. Judge David E. Rice oversees the case. The Debtor tapped Mary Fran Ebersole, Esq., at Tydings & Rosenberg LLP as counsel and Magnum Advisors, CPA as accountant. ELNUNU MEDICAL: Gets OK to Use Cash Collateral ---------------------------------------------- Elnunu Medical P.C. got the green light from the U.S. Bankruptcy Court for the Eastern District of New York to use the cash collateral of the U.S. Small Business Administration. The order penned by Judge Elizabeth Stong authorized Elnunu Medical to use cash collateral to pay the expenses set forth in its budget, with a 10% variance allowed. SBA holds a first-priority lien on Elnunu Medical's inventory, equipment, accounts receivable, and related proceeds under a 2020 loan agreement. As protection, SBA was granted replacement liens on post-petition assets except Chapter 5 causes of action. In addition, SBA will receive a monthly payment of $731 as further protection. About Elnunu Medical P.C. Elnunu Medical P.C. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-04732) on February 14, 2025, listing $100,001 to $500,000 in both assets and liabilities. Judge Elizabeth S Stong presides over the case. The Debtor tapped Btzalel Hirschborn, Esq., at Shiryak Bowman Anderson Gill & Kadochnikov, LLP as legal counsel. ESES LLC: Claims to be Paid From Continued Operations ----------------------------------------------------- ESES, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement for Plan of Reorganization dated May 6, 2025. The Debtor is an oilfield services company which operates equipment that separates water from waste oil for the purpose of recovery of that oil. The Debtor's operating profits declined due to COVID and the downturn in the economy following COVID. This led to the Debtor's inability to fully service its debt and ultimately the filing of this case. Under this Plan, however, all Claims will be paid. Therefore, Creditors will receive more under this Plan than they would in a Chapter 7 liquidation. Class 7 consists of Allowed Unsecured Claims. Allowed Unsecured Claims will be paid pro-rata in equal monthly installments from the amount of $2,500.00. Payments will commence on the Effective Date and continue until the expiration of 36 months from the Effective Date. These Claims are Impaired, and the holder of these Claims are entitled to vote to accept or reject the Plan. Class 8 consists of Equity Interests. Equity Interests of the owners of the Debtor shall be retained; however, there will be no distributions or dividends paid on these Interests until Classes 1 to 7 are paid in accordance with the terms of this Plan. These Interests are not Impaired and are not entitled to vote to accept or reject the Plan. The Debtor intends to make all payments required under the Plan from the net profits earned from the operation of the Debtor's business. A full-text copy of the Disclosure Statement dated May 6, 2025 is available at https://urlcurt.com/u?l=OjAmET from PacerMonitor.com at no charge. Counsel to the Debtor: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com About ESES LLC ESES LLC formerly known as EcoStream Energy Services) is a Southlake, Texas-based provider of integrated fluid management services for the oil and gas industry. ESES LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-40038 on January 6, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Edward L. Morris presides over the case. Joyce W. Lindauer, Esq. of Joyce W. Lindauer Attorney, PLLC, represents the Debtor as counsel. EVERYTHING CREATIVE: Gets Court OK to Use Cash Collateral --------------------------------------------------------- Everything Creative, Inc. got the green light from the U.S. Bankruptcy Court for the Southern District of California to use cash collateral. The court's order authorized the Debtor's use of cash collateral solely for non-insider wage payments under Section 507(a)(4). All other spending is on hold pending further review. Secured creditors were granted replacement liens on newly acquired cash and accounts receivables to replace any pre-bankruptcy cash collateral spent by the Debtor, if any. The next hearing is set for May 29. Due to its failed expansion into new markets, the Debtor experienced financial strain but now anticipates improved cash flow—projecting $20,000 to $25,000 in net monthly income over the next few months. The Debtor argued that allowing the use of cash collateral will maximize the value of its assets, benefit creditors, and support a viable reorganization plan. It asserted that liquidation would yield only about $350,000, while continued operations could generate $1.2 to $1.5 million in creditor payments over five years. The Debtor acknowledges that several creditors hold secured claims against its business assets, including cash and accounts receivable, totaling around $65,531. Its other assets include used furniture, vehicles, and office equipment with an estimated liquidation value of $289,835. However, the total amount of secured claims exceeds $1.3 million, rendering most of the secured creditors undersecured. The creditors are Dedicated Funding, Milestone Bank, Pawnee Leasing Corp., M2 Equipment Financing, BSB Leasing, and Financial Pacific Leasing. About Everything Creative Inc. Everything Creative, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 25-01937) on May 12, 2025. In the petition signed by Carol Kaplan, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Gustavo E. Bravo, Esq., at Bravo Law APC, represents the Debtor as legal counsel. EXTREME PROFITS: Seeks Subchapter V Bankruptcy in Florida --------------------------------------------------------- On May 21, 2025, Extreme Profits Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Florida. According to court filing, the Debtor reports $1,124,798 in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About Extreme Profits Inc. Extreme Profits Inc., dba X-Stream Power Washing and Cleaning Services, 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. Extreme Profits Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-15709) on May 21, 2025. In its petition, the Debtor reports total assets of $567,503 and total debts of $1,124,798. Honorable Bankruptcy Judge Corali Lopez-Castro handles the case. The Debtors are represented by Kevin C Gleason, Esq. at FLORIDA BANKRUPTCY GROUP, LLC. FIREPAK INC: Court Extends Cash Collateral Access to June 9 ----------------------------------------------------------- Firepak Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral until June 9, marking the fifth extension since the company's Chapter 11 filing. The fifth interim order signed by Judge Robert Mark approved the use of cash collateral for the period from May 1 to June 9 in accordance with the company's projected budget. The Debtor projects total operational expenses of $73,081.94 for May. As protection, Regions Bank and the U.S. Small Business Administration were granted replacement liens on and security interests in the company's post-petition cash and cash equivalents to the same extent and with the same priority and validity as their pre-bankruptcy liens and security interests. A final hearing is set for June 9. 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. Evans Petree, PC 9005 Overlook Blvd Brentwood, TN 37027 Phone: (615) 567-0168 Fax: (615) 349-3528 anash@evanspetree.com FIRSTCASH INC: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Ratings has affirmed FirstCash Inc.'s (FirstCash) Ba2 corporate family rating and Ba2 senior unsecured rating following the company's announcement[1] that it plans to acquire UK-based pawn operator H&T Group plc (H&T). FirstCash's outlook remains stable. The acquisition will be debt-funded, with a total equity value of approximately $394 million. Moody's expects FirstCash will draw on its revolving credit facility to fund the acquisition and that it will assume H&T's debt, which was about GBP69 million as of December 31, 2024. FirstCash expects the acquisition to close in the second half of 2025. RATINGS RATIONALE The ratings affirmation reflects the acquisition's sound strategic rationale. H&T is the largest pawn store operator in the UK, making it highly complementary to FirstCash's existing pawn operations. FirstCash should be able to use its pawn expertise, vast network and technological capabilities to limit integration risks and manage the acquired business at a higher level of efficiency. H&T's business operates with similar margins and profitability as FirstCash, and should not lead to a material deterioration in FirstCash's profitability and cash flow on a pro-forma basis. Although the debt-funded nature of the acquisition is credit negative, Moody's estimates the impact on FirstCash's leverage to be manageable and consistent with its rating level. On a pro-forma basis including H&T's results, Moody's estimates that FirstCash's debt/EBITDA leverage ratio (Moody's Ratings measure) will be around 4.0x at closing of the acquisition compared with 3.5x for the trailing-12 months ended March 31, 2025. Moody's expects that the company will temporarily pause share repurchases to prioritize timely deleveraging. FirstCash's credit profile is constrained by its weak capitalization measured by tangible common equity to tangible managed assets (TCE/TMA), which was 8.2% as of December 31, 2024. Since the H&T acquisition will be funded entirely by cash at a premium to its equity book value, Moody's expects that the company's TCE/TMA ratio will decline moderately due to higher total assets and additional goodwill being incurred. However, FirstCash's intention to pause share repurchases will likely lead to improvements in the ratio after the closing of the acquisition, since it will retain more of its earnings. The ratings are supported by FirstCash's strong and scaled franchise in the highly fragmented pawn industry, which has resulted in consistent and robust profitability. The company operates a vast network of pawn shops in both the US and Mexico. The proposed acquisition of H&T would represent the company's first expansion into the UK, adding 285 new stores and increasing its geographic diversification. The company has also demonstrated a successful track record of opening, acquiring and integrating pawn stores. Performance in 2025 should benefit from the continued growth in pawn receivables, growth in pawn stores across its existing footprint, and growth in merchant partners for its lease-to-own business. The stable outlook reflects Moody's expectations that the proposed acquisition will not present outsized integration risks, and that the company will prioritize deleveraging and improving capitalization through a pause of share repurchases. The stable outlook also reflects Moody's expectations that FirstCash's strong profitability will persist, without a material weakening of its liquidity or risk appetite over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FirstCash's ratings could be upgraded if FirstCash achieves and maintains capitalization, as measured by TCE/TMA, of 15% or higher, without a material weakening of its profitability or liquidity. FirstCash's ratings could be downgraded if the company fails to reduce leverage or improve capitalization after the proposed H&T acquisition. FirstCash's ratings could be downgraded if the company's financial performance materially deteriorates; for example, if profitability weakens whereby net income to average managed assets remains below 4% for an extended period of time, or if the company's asset quality or liquidity materially weakens. The ratings also could be downgraded in the event that regulatory action or litigation materially restricts the company's financial profile or business activities, or harms its franchise and reputation. The principal methodology used in these ratings was Finance Companies published in July 2024. FLOATUS INC: Gets Interim Approval to Use Cash Collateral --------------------------------------------------------- Floatus, Inc. got the green light from the U.S. Bankruptcy Court for the District of Maryland to use the cash collateral of CDC Small Business Finance to pay its expenses. The interim order penned by Judge Lori Simpson authorized the company's interim use of cash collateral until the final hearing, which is set for July 21. As protection, CDC will be granted replacement liens on all post-petition assets and proceeds thereof, to the same extent and with the same priority as its interest in the cash collateral. If Floatus fails to make a scheduled monthly payment, CDC may serve the company a notice of default. The default must be cured within seven days of service of the notice. About Floatus Inc. Floatus, Inc., operates a float therapy spa in Laurel, Md. Floatus filed Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 25-12007) on March 9, 2025, listing up to $500,000 in both assets and liabilities. Felix Nelson, company owner, signed the petition. Michael P. Coyle, Esq., at The Coyle Law Group, represents the Debtor as bankruptcy counsel. CDC Small Business Finance, as lender, is represented by: Eric S. Schuster, Esq. Funk & Bolton, P.A. 100 Light Street, Suite 1400 Baltimore, MD 21202 Tel: 410.659.4983 Fax: 410.659.7773 eschuster@fblaw.com FOOTBALL NATION: Committee Taps Sullivan & Worcester as Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Football Nation Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Sullivan & Worcester LLP as counsel. The firm will render these services: a. advise the Committee with respect to its rights, duties, and powers in this case; b. assist and advise the Committee in its consultations with the Debtor relating to the administration of this case; c. assist the Committee in analyzing the claims of the Debtor's creditors, the Debtor's capital structure, and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the Committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and other parties involved with the Debtor and of the operation of the Debtor's business; e. assist the Committee in its analysis of, and negotiations with the Debtor or any other third-party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions, and the terms of a plan of reorganization or liquidation for the Debtor; f. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in this case; g. represent the Committee at all hearings and other proceedings; h. review, analyze, and advise the Committee with respect to applications, orders, statements of operations, and schedules filed with the Court; i. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and j. perform such other services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm will be paid at these hourly rates: Partners and Counsel $630 to $990 Associates $459 to $720 Para-professional $342 to $391 Amy Zuccarello, Esq., disclosed in a court filing that his firm does not hold or represent any entity having an interest adverse to the committee or the Debtor's unsecured creditors. Sullivan can be reached through: Amy A. Zuccarello, Esq. SULLIVAN & WORCESTER LLP One Post Office Square Boston, MA 02109 Telephone: (617) 338-2988 Facsimile: (617) 338-2880 Email: azuccarello@sullivanlaw.com About Football Nation Holdings LLC Football Nation Holdings LLC, doing business as Command Media LLC, provides cutting-edge app and web development specializing in the application of advanced AI, enhanced live streaming, and real-time gamification. Football Nation Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-12453) on December 5, 2024. In the petition filed by Laura Peck, as chief operating officer, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Janet E. Bostwick handles the case. Donald Ethan Jeffery, Esq. at Murphy & King, P.C. represents the Debtor as counsel. FRUGALITY INC: Gets Interim OK to Use Cash Collateral ----------------------------------------------------- Frugality, Inc. received interim approval from the U.S. Bankruptcy Court for the Northern District of Florida, Pensacola Division to use cash collateral. The order penned by Judge Jerry Oldshue, Jr., authorized the company's interim use of cash collateral to pay monthly expenses and court-approved fees. As protection, BayFirst National Bank and other creditors with secured claims on the cash collateral will be granted post-petition replacement liens on the company's personal property, including accounts receivable. Frugality may still dispute the validity of any creditor's security interest in its assets. As further protection, BayFirst will continue to receive a monthly payment of $3,000 until confirmation of its Chapter 11 plan. The payment started in April. BayFirst is represented by: Douglas A. Bates, Esq. Clark Partington 125 East Intendencia Street, 4th Floor Pensacola, FL 32502 Phone: (850) 434-9200 Fax: (850) 432-7340 dbates@clarkpartington.com About Frugality Inc. Frugality Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 25-30177) on March 3, 2025, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Jerry C. Oldshue Jr. presides over the case. Byron Wright, III, Esq., at Bruner Wright, P.A. represents the Debtor as legal counsel. FULLER INVESTMENT: Seeks Subchapter V Bankruptcy in North Carolina ------------------------------------------------------------------ On May 18, 2025, Fuller Investment Group LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Western District of North Carolina. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Fuller Investment Group LLC 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. Fuller Investment Group LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 25-30505) on May 18, 2025. In its petition, the Debtor reports estimated assets between $50,000 and $100,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Ashley Austin Edwards handles the case. The Debtors are represented by Richard S. Wright, Esq. at MOON WRIGHT & HOUSTON, PLLC. GENERATIONS ON 1ST: Court Extends Cash Collateral Access to July 15 ------------------------------------------------------------------- Generations on 1st, LLC and Parkside Place, LLC received another extension from the U.S. Bankruptcy Court for the District of North Dakota to use the cash collateral of its secured creditor. The court order approved the companies' third stipulation with Red River State Bank, allowing the companies to use the secured creditor's cash collateral for the period from May 16 to July 15 consistent with their budget. Red River State Bank's cash collateral includes rents from the companies' mixed-use apartment buildings in South Dakota. The rents are currently being held by a court-appointed receiver. As of the petition date, the receiver is holding pre-bankruptcy rents in the sum of $110,948.58 for Parkside and $211,201.59 for Generations. About Generations on 1st and Parkside Place Generations on 1st, LLC, a company in Fargo, N.D., and its affiliate Parkside Place, LLC filed Chapter 11 petitions (Bankr. D. N.D. Lead Case No. 25-30002) on January 6, 2025. In their petitions, Generations on 1st reported total assets of $13,567,037 and total liabilities of $12,137,102 while Parkside Place reported $7,221,882 in assets and $5,599,522 in liabilities. Judge Shon Hastings handles the cases. The Debtors are represented by Maurice VerStandig, Esq. at The Dakota Bankruptcy Firm. Red River State Bank, as lender, is represented by: Drew J. Hushka, Esq. Vogel Law Firm 218 NP Avenue PO Box 1389 Fargo, ND 58107-1389 Tel. 701.237.6983 Email: dhushka@vogellaw.com GENEVER HOLDINGS: Trustee Taps Marxer as Liechtenstein Counsel -------------------------------------------------------------- Luc Despins, the trustee appointed in the Chapter 11 case of Genever Holdings Corp.'s owner Ho Wan Kwok, seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Marxer & Partner Rechtsanwalte as Liechtenstein law counsel. Marxer will assist the Trustee with his efforts to investigate and potentially seize assets in Liechtenstein. At present, the 2025 hourly rates of Marxer are between CHF 450 and CHF 625 for associates and CHF 700 for partners. Marxer will also charge a flat fee for internal administrative expense equal to 2% of the total hourly fees charged. In the interest of providing maximum disclosure, and notwithstanding the position concerning the inapplicability of the Larger Case Guidelines, Marxer provides the following response on behalf of Marxer to the request for information set forth in Paragraph D.1. of the Larger Case Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Not applicable. Marxer has not previously represented the Chapter 11 Trustee. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: Not applicable. As disclosed in the court filings, Marxer is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as modified by section 1107(b). The firm can be reached through: Jochen Schreiber Marxer & Partner Rechtsanwälte Heiligkreuz 6, 9490 Vaduz, Liechtenstein About Genever Holdings Genever Holdings, LLC is the owner of the entire 18th floor apartment and auxiliary units in the Sherry Netherland Hotel located at 781 Fifth Ave., N.Y. Genever Holdings, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-12411) on Oct. 12, 2020, with $50 million to $100 million in both assets and liabilities. On Nov. 4, 2022, the case was transferred to the U.S. Bankruptcy Court for the District of Connecticut and was assigned a new case number (Case No. 22-50592). Ho Wan Kwok, owner of Genever Holdings, LLC's parent, Genever Holdings Corporation, sought Chapter 11 protection (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022, with $50,001 to $100,000 in assets and $100 million to $500 million in liabilities. According to Reuters, Ho Wan Kwok, also known as Guo Wengui, was a former real estate magnate who fled China for the U.S. in 2014 ahead of corruption charges. He filed for bankruptcy after a New York court ordered him to pay lender Pacific Alliance Asia Opportunity Fund $254 million stemming from a contract dispute. Genever Holdings Corporation is a company in Road Town, Tortola, which is engaged in activities related to real estate. It sought Chapter 11 protection (Bankr. D. Conn. Case No. 22-50542) on Oct. 11, 2022, with $10 million to $50 million in assets and $100 million to $500 million in liabilities. On Nov. 21, 2022, the Connecticut bankruptcy court ordered the consolidation of the three cases for procedural purposes. The cases are jointly administered under Case No. 22-50073 and are assigned to Judge Julie A. Manning. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and Neubert Pepe & Monteith, P.C. serve as Genever Holdings, LLC's legal counsels. Neubert, Pepe & Monteith and Harney Westwood and Riegels, LP serve as Genever Holdings Corporation's bankruptcy counsel and British Virgin Islands counsel, respectively. Luc A. Despins, the Chapter 11 trustee appointed in Ho Wan Kwok's case, tapped Paul Hastings, LLP as bankruptcy counsel; Neubert, Pepe & Monteith as local and conflicts counsel; and Harney Westwood and Riegel as British Virgin Islands counsel. Pullman & Comley, LLC represents the official committee of unsecured creditors appointed in Ho Wan Kwok's bankruptcy case. GIO LIQUOR: Section 341(a) Meeting of Creditors on June 18 ---------------------------------------------------------- On May 18, 2025, Gio Liquor Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of Michigan. According to court filing, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Section 341(a) to be held on June 18, 2025 at 10:00 AM via By Telephone. About Gio Liquor Inc. Gio Liquor Inc. is a Michigan-based liquor retailer. Gio Liquor Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-45091) on May 18, 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 Maria L. Oxholm handles the case. The Debtors are represented by Robert N. Bassel, Esq. at Robert Bassel, Attorney At Law. GLOBAL CONCESSIONS: Final Cash Collateral Hearing Set for May 28 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, is set to hold a hearing on May 28 to consider final approval of Global Concessions, Inc.'s authority to use cash collateral. The company's authority to use cash collateral pursuant to the court's May 15 interim order expires on May 28. The May 15 order approved the payment of the company's operational expenses from the cash collateral in accordance with the budget it filed with the court. The company owes significant sums to lenders, including First Horizon Bank, the U.S. Small Business Administration, Performance Food Group, and Hanover Insurance Group. The company has outstanding loans with First Horizon Bank totaling approximately $8.6 million, along with other financing arrangements with SBA, Performance Food Group, and Hanover Insurance Group, all of which may claim a security interest in the cash collateral. As protection, the lenders will be granted valid and properly perfected liens on all property acquired by the company after the petition date that is similar to their pre-bankruptcy collateral. About Global Concessions Inc. Global Concessions Inc. established in 1990 and headquartered in Atlanta, Georgia, specializes in operating food and beverage concessions, primarily within major transportation hubs across the United States. The Company has expanded its portfolio to include a diverse range of dining experiences, from quick-service partnerships with renowned brands like IHOP Express, Ben & Jerry's, and Nathan's Famous, to unique, stand-alone restaurants such as Sweet Georgia's Juke Joint and One Flew South. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-53640) on April 2, 2025. In the petition signed by Terrance D. Harps, president and chairman, the Debtor disclosed up to $50 million in both assets and liabilities. Benjamin Keck, Esq., at Keck Legal, LLC, is the Debtor's legal counsel. First Horizon Bank, as lender, is represented by: Kevin A. Stine, Esq. Baker Donelson 1500 Monarch Plaza 3414 Peachtree Road, N.E. Atlanta, GA 30326 Tel: (404) 577-6000 kstine@bakerdonelson.com Hanover Insurance Group, as lender, is represented by: M. Steele Cantey, Esq. Melissa J. Lee, Esq. Christina Gabriella Buru, Esq. Manier & Herod, P.C. 1201 Demonbreun St., Ste. 900 Nashville, TN 37203 Tel: (615) 244-0030 Fax: (629) 500-1137 scantey@manierherod.com mlee@manierherod.com cburu@manierherod.com GRIFFIN GLOBAL: S&P Upgrades ICR to 'BB', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on aircraft lessor Griffin Global Asset Management Holdings Ltd. (GGAM) and its issue-level rating on its senior unsecured notes to 'BB' from 'BB-'. The recovery rating is unchanged at '3'. S&P said, "The stable outlook reflects our expectation that GGAM will continue to expand its fleet and improve profitability over the next several years such that it sustains EBIT interest coverage above 1.3x and debt to capital below 75%. "We expect GGAM will continue to make progress toward growing its fleet and improving profitability. As of March 31, 2025, GGAM's aircraft portfolio comprised 79 owned and contracted aircraft with a total net book value of $4.8 billion, representing a significant increase from 41 aircraft two years earlier. The company remains among the smaller aircraft lessors we rate, but it plans to continue expanding its fleet in the coming years." While progress toward fleet expansion was tempered in 2024, amid delivery delays from the original equipment manufacturers (OEMs; Airbus SE and The Boeing Co.), improving production volumes in 2025 enabled GGAM to make good progress over the last few months, and we expect that to continue through the rest of the year. As of March 31, 2025, GGAM's fleet had a weighted average age of 2.3 years (based on net book value), the lowest within its rated peer group, where fleets average five to eight years. The average remaining lease term of GGAM's fleet is also the highest within its peer group at 9.1 years, compared with an average remaining lease term of four to eight years, providing GGAM enhanced earnings visibility. In addition, its fleet is comprised entirely of new technology aircraft, distinguishing it from other rated aircraft lessors, although some are working toward similar fleet profiles. Additionally, the company now has a fully unencumbered asset base, representing significant progress from May 2023, when close to 67% of GGAM's assets were encumbered. S&P said, "We think this transition enhances the company's financial flexibility, as unencumbered assets can be pledged for secured financing if access to unsecured borrowing becomes unavailable. We also view this as a relative positive for Griffin in comparison with peers of similar size, who generally depend more on secured financing." S&P said, "We think GGAM's performance through 2026 will continue to benefit from a robust demand environment for aircraft, near-term tariff uncertainties notwithstanding. In recent years, aircraft lessors benefitted from constrained supply conditions due to persistent delivery delays from the OEMs, stemming from challenges including labor strikes and supply chain quality issues. This contributed to the gradual aging of the global aircraft fleet, which reached an average age of 14.8 years as of December 2024, up from just over 13 years in 2018, according to the International Air Travel Association (IATA). While the OEMs have been ramping up their production levels so far in 2025, we believe supply constraints are likely to persist for several years, particularly given engine shortages and reliability issues. We expect these factors will continue to keep lease rates and aircraft values high, benefitting GGAM and other lessors' operations over the next few years. However, these factors could also result in a slower expansion of GGAM's fleet than management's plans. The company doesn't have an order book, and therefore, it depends on secondary-market transactions to grow its fleet, which remains very competitive, particularly amid limited supply. "Conversely, there is still uncertainty around the potential impact of announced and proposed U.S. tariffs on the aviation sector, but we believe Griffin and most other leasing peers are generally well-positioned to manage these risks. While tariffs could result in higher aircraft prices over time, we believe that constrained supply and aging fleets will compel many airlines globally to refresh their fleets in the longer-term. This should support steady demand for aircraft, particularly newer ones, despite any near-term tariff-driven uncertainty. If tariffs are fully implemented as the U.S. administration's April 2 announcement, they will likely weigh on global GDP growth, and therefore global air travel demand. However, Griffin's current fleet is well-positioned in this regard, due to its long average remaining lease term and the relatively younger aircraft, which tend to be more resilient in both demand and asset values across economic cycles. "We expect that GGAM's credit metrics will improve gradually through 2026, somewhat offset by the higher debt associated with its fleet expansion plans. We think GGAM will continue focusing on expanding its fleet and growing in scale through 2026, while periodically selling assets to maintain the low average fleet age. Our current forecast includes capital expenditures of $1 billion-$1.5 billion in 2025 and $2 billion-$2.5 billion in 2026, alongside asset sales of $400 million-$600 million in 2025, and close to $1 billion of asset sales in 2026. As a result, we expect debt levels to increase over the forecast. However, the company has successfully raised lower cost debt over the last year, which, if sustained over the next year, should support improved profitability. "We forecast EBIT interest coverage of 1.2x-1.4x in 2025, up from close to 1x in 2024, and to further strengthen to 1.3x-1.7x in 2026. These forecasts see gains on aircraft sales somewhat offsetting interest expenses, driving better profitability. Our forecast also sees debt to capital at 70%-75% and funds from operations (FFO) to debt at 3%-7% through 2026. "The company's financial sponsor ownership designation doesn't preclude a higher rating as long as Bain's ownership policies supports GGAM's longer-term operating strategy and leverage targets. GGAM is equity financed by Bain Capital Griffin Master Funds, which has contributed and committed equity to GGAM since 2020, along with some of their affiliates. While we view Bain as a financial sponsor, our FS-4 assessment is the least aggressive assessment of financial sponsor ownership, and in this case, it incorporates GGAM's position as a long-term investment platform for various Bain funds. "We also view positively the presence of equity distribution restrictions such that leverage (debt to equity) remains below 2.75x. The FS-4 designation allows us to assign a significant financial risk profile assessment to GGAM, which is comparable with that of most other aircraft lessors, including all the investment-grade lessors. As such, we don't view the financial sponsor designation as an impediment to GGAM receiving a higher rating as it executes its growth strategy. "The stable outlook reflects our expectation that GGAM will continue to expand its fleet and improve profitability over the next few years such that it sustains EBIT interest coverage above 1.3x and debt to capital below 75%. "We could lower our rating on Griffin if we expect EBIT interest coverage to be below 1.3x or debt to capital to increase above 75% on a sustained basis. This could occur if progress on fleet expansion stalls and demand conditions weaken significantly resulting in limited improvement in profitability, or if the company's financial policy becomes more aggressive than what we currently expect. "We could raise the rating over the next year if GGAM continues to grow its fleet, executes on its asset sales strategy, and improves its credit metrics on a sustained basis. Specifically, we could raise the rating if we expect consistent gain on sales or decreasing cost of capital to cause EBIT interest coverage to improve well above 1.3x on a sustained basis, while debt to capital remains below 75%. We would also expect GGAM's owners to show that they will maintain conservative leverage and financial policies." HALL OF FAME: Signs Merger Agreement With HOFV Holdings ------------------------------------------------------- Hall of Fame Resort & Entertainment Company disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into an Agreement and Plan of Merger with HOFV Holdings, LLC, a Delaware limited liability company ("Parent"), Omaha Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and, solely as guarantor of certain of Parent's obligations under the Merger Agreement, CH Capital Lending, LLC, a Delaware limited liability company. "Our vision has always been to build a world-class sports and entertainment company, which includes our destination in the Hall of Fame Village, Hall of Fame Village Media, and Gold Summit Gaming," said Michael Crawford, President and Chief Executive Officer. "This is an ambitious goal. It entails a continued focus on our strategic plan, and it requires investing in the critical areas that will help ensure long-term growth. We operate in a dynamic and sometimes challenging environment, and as a private company upon completion of the transaction we believe that we will have strategic flexibility and additional working capital to invest in each of our business verticals and to continue to build the Company as we have planned. I want to thank our partners, our team and the Canton community for a continued commitment to our mission and our vision." The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, (a) Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent, (b) each issued and outstanding share of common stock of the Company, par value $0.0001 per share, as of immediately prior to the Effective Time (other than Owned Company Shares or dissenting shares) will be converted into the right to receive $0.90 in cash without interest and subject to applicable withholding, (c) each share of Company Common Stock held in the treasury of the Company, any shares of Company Common Stock owned by the Buyer Parties, and any shares of Company Common Stock owned by affiliates of the Buyer Parties immediately prior to the Effective Time will automatically be canceled and will cease to exist without any conversion thereof or consideration paid therefor, (d) each share of 7.00% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the Company and each share of 7.00% Series C Convertible Preferred Stock, par value $0.0001 per share, of the Company immediately prior to the Effective Time will automatically be canceled and will cease to exist without any conversion thereof or consideration paid therefor, and (e) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation, which will thereafter represent the ownership of shares of common stock of the Surviving Corporation. The Merger Agreement and the other transactions contemplated thereby were approved by the Company's Board of Directors based upon the unanimous recommendation of a special committee thereof consisting only of independent and disinterested directors. Subject to the terms of the Merger Agreement, the Company Board resolved to recommend that the Company's stockholders vote in favor of adoption of the Merger Agreement and approval of the Merger. Treatment of Company Restricted Stock Unit Awards: Each outstanding award of restricted stock units covering shares of Company Common Stock that is governed under any Company Equity Plan will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to the product obtained by multiplying (a) the number of shares of Company Common Stock subject to such Company RSUs by (b) the Merger Consideration. Treatment of Warrants: Each Series A Warrant and Series B Warrant to purchase shares of Company Common Stock that is outstanding and unexercised immediately prior to the Effective Time will, in accordance with its terms and by virtue of the Merger, automatically and without any action of the part of Parent, Merger Sub, the Company or the holder thereof, cease to represent a Public Warrant exercisable for Company Common Stock and will become a Public Warrant exercisable for the Merger Consideration that such holder would have received if such holder had exercised its Public Warrants immediately prior to the Effective Time; provided that if a holder of a Series A Warrant that is outstanding and unexercised as of immediately prior to the Effective Time properly exercises such Series A Warrant within 30 days following the public disclosure of the consummation of the Merger, the exercise price with respect to such exercise will be treated in accordance with the terms of Section 4.4 of the Warrant Agreement, dated as of January 24, 2018, governing the Series A Warrants; and provided, further, that, in connection with the Merger, the Surviving Corporation will, at the option of a holder of a Series B Warrant, exercisable at any time concurrently with, or within 30 days after, the consummation of the Merger (or, if later, the date of the public announcement of the Merger), purchase the Series B Warrant from such holder by paying to such holder an amount of cash equal to the Black Scholes Value (as defined in the Series B Warrant) of the remaining unexercised portion of the Series B Warrant on the date of the consummation of the Merger. We note the Series A Warrants expire on July 1, 2025. Since the Merger Consideration is all cash and the Merger Consideration payable upon exercise of the Series A Warrants and Series B Warrants is less than the applicable exercise price of the Series A Warrants and Series B Warrants, holders of such warrants would receive less cash than the exercise price thereof upon exercise thereof. The Company anticipates the Black Scholes Value of the Series B Warrants to be approximately zero. Each Private Warrant and Series X Warrant (in each case, as defined by the Merger Agreement), other than warrants owned by any affiliate of the Buyer Parties (which will be cancelled and extinguished without any consideration paid therefor) that is outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, cease to represent a Private Warrant or Series X Warrant, as applicable, exercisable for Company Common Stock and shall become a warrant exercisable for the Merger Consideration that such holder would have received if such holder had exercised its Private Warrants or Series X Warrants, as applicable, immediately prior to the Effective Time. The Merger Agreement provides holders of such warrants exercisable for the Merger Consideration will have 30 days following public disclosure of the consummation of the Merger to exercise such warrants and receive the Merger Consideration. Since the Merger Consideration is all cash and the Merger Consideration payable upon exercise of the Private Warrants and the Series X Warrants is less than the applicable exercise price of the Private Warrants and the Series X Warrants, holders of such warrants would receive less cash than the exercise price thereof upon exercise thereof. Conditions to the Merger: The completion of the Merger is subject to the satisfaction or waiver of certain customary mutual closing conditions, including: (a) the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby by the affirmative vote of holders of a majority of the aggregate voting power of the outstanding Company Common Stock and (b) the absence of any law, order (whether temporary, preliminary or permanent) or other action that is in effect by a governmental authority making illegal, restraining, enjoining or otherwise prohibiting or preventing the consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned on the other party's representations and warranties being true and correct (subject to certain customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The obligation of the Buyer Parties to consummate the Merger is additionally conditioned on: (1) no material adverse effect on the Company having occurred since the execution of the Merger Agreement, (2) the Buyer Partners shall have received a certificate of the Company, validly executed by a duly authorized executive officer of the Company, certifying that certain conditions of the Merger Agreement have been satisfied, (3) Parent (or any direct or indirect affiliate thereof) shall have received financing in an aggregate amount of not less than $20 million, (4) consummation of the Lease Restructuring, (5) consummation of additional project level financing in an aggregate amount not less than $125 million, (6) Parent shall have received certain scheduled third-party consents, including certain consents on terms at the discretion of Parent, (7) Parent shall have received resignation letters executed by each director and officer of the Company and its subsidiaries requested by Parent, which resignations shall be effective at the Effective Time, (8) Parent shall have received executed termination agreements for certain scheduled related-party contracts and (9) no Insolvency Event (as defined in the Merger Agreement) shall have occurred following the execution of the Merger Agreement. Termination: The Merger Agreement contains termination rights for each of the Company and Parent, including, among others: (a) if the consummation of the Merger does not occur on or before October 31, 2025 (subject to customary exceptions), (b) if any order prohibiting, making illegal or enjoining the Merger has become final and non-appealable or any law shall have been enacted, entered, enforced or deemed applicable to the Merger that permanently prohibits, makes illegal or enjoins the consummation of the Merger, and (c) if the Requisite Stockholder Approval are not obtained at the meeting of the Company's stockholders for purposes of obtaining such Requisite Stockholder Approval. In addition, the Merger Agreement may be terminated: (i) by Parent, if the Company has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform would result in a failure of certain conditions to the obligation of Buyer Parties to effect the Merger, (ii) by Parent, if the Board, or a committee thereof, has effected a Company Board Recommendation Change (as defined in the Merger Agreement) or the Company shall have materially breached any of its obligations relating to not soliciting a an Acquisition Proposal (as defined by the Merger Agreement), (iii) by the Company, if any of the Buyer Parties have breached or failed to perform any of its respective representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform would result in a failure of certain conditions to the obligation of the Company to effect the Merger, (iv) by the Company, prior to the receipt of the Requisite Stockholder Approval, if the Company is authorized to terminate the Merger Agreement to enter into a definitive agreement providing for a Superior Proposal and the Company pays a termination fee of $1,000,000 to Parent in accordance with the Merger Agreement, (v) by the Company, in the event the cash available to the Company or the key employee resources of the Company are not reasonably sufficient to continue the business and operations of the Company through the Closing Date, and the Company Board determines in good that the failure to Wind Down the Company would likely be inconsistent with its fiduciary duties (vi) by Parent, if an Insolvency Event occurs, or (vii) by the Company, at any time (x) after 120 days from the date of the Merger Agreement, if the Binding Financing Condition (defined in the Merger Agreement) has not been satisfied or (y) upon the occurrence of a Financing Failure Event (defined in the Merger Agreement). The Company and Parent may also terminate the Merger Agreement by mutual written consent at any time prior to the Closing. The Company is required to pay Parent the Company Termination Fee in cash on termination of the Merger Agreement under specified circumstances, including, among others, termination by Parent in the event that the Board changes its recommendation in favor of the Merger or termination by the Company to enter into a definitive agreement providing for a Superior Proposal. The Merger Agreement also provides that, in certain circumstances, either party may seek to compel the other party to specifically perform its obligations under the Merger Agreement. If the Merger Agreement is terminated in certain circumstances, including after the expiration of the Financing Period, if the Binding Financing Condition has not been satisfied, or upon the occurrence of a Financing Failure Event, in each case if Parent has breached or failed to perform its obligation to use its reasonable efforts to obtain the Parent Acquisition Financing, which breach or failure to perform would result in a failure of certain conditions to the obligation of the Company to effect the Merger, Parent would be required to pay the Company a termination fee of $1,000,000. Other Terms of the Merger Agreement: The Merger Agreement contains customary representations and warranties of the Company, Parent and Merger Sub, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of the Company, Parent and Merger Sub, including covenants relating to the Company conducting its and its subsidiaries' business in the ordinary course, preserving its business organizations substantially intact, preserving existing material business relationships substantially intact and refraining from taking certain actions without Parent's consent, subject to certain exceptions. The Company, Parent and Merger Sub also agreed to use their respective reasonable best efforts to cause the Merger to be consummated. The Merger Agreement provides that, during the period from the date of the Merger Agreement until the Effective Time, the Company will be subject to certain restrictions on its ability to solicit certain alternative acquisition proposals from third parties, provide non-public information to third parties and engage in discussions or enter into agreements with third parties regarding certain alternative acquisition proposals, subject to customary exceptions. Delisting of Shares of Company Common Stock and Series A Warrants: If the Merger is consummated, the Company Common Stock and Series A Warrants will cease to be quoted on the Nasdaq Capital Market ("Nasdaq") and will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended. Voting Agreement: In connection with the execution of the Merger Agreement, on May 7, 2025, the stockholders of the Company party thereto have entered into a voting agreement with Parent, the Company, and the other parties thereto. Under the Voting Agreement, the Holders have agreed to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement and certain other matters, subject to certain terms and conditions contained therein. The Company also announced it has entered into a letter of intent with the investor that owns the waterpark property to enter into a new lease for the waterpark property and, following certain real estate transfers, the on-site hotel property and the stadium property. The parties are finalizing definitive terms for this Lease Restructuring, which is a big step toward restarting construction of the waterpark and the on-site hotel. On April 17, 2025, the Company and its subsidiary HOF Village Newco, LLC, a Delaware limited liability company entered into a letter of intent with HFAKOH001 LLC, CH Capital Lending, LLC, and Stuart Lichter, which outlines: (i) certain non-binding terms regarding the waterpark property, the on-site hotel property, the stadium property, Newco's 20% ownership interest in Sandlot HOFV Canton SC, LLC and the 14 miscellaneous real estate parcels owned by the Company, which terms are to be set forth in definitive lease restructuring documents, and (ii) binding terms regarding a breakage fee in the amount of the stadium property tax paid by Landlord on behalf the Company of $1,988,185.72 that would be owed by the Company and Newco to Landlord if the closing of the Lease Restructuring Transaction Documents does not occur by September 30, 2025, subject to any agreed extensions, as a result of a willful breach by an affiliate of our director Stuart Lichter to consummate the Merger. Landlord currently owns the land upon which the Company planned to construct a waterpark. The transactions contemplated by Lease Restructuring LOI include the following, which would occur simultaneously: (i) Newco will transfer to Landlord fee title to the land on which Newco will construct a hotel on-site at Hall of Fame Village; (ii) the Company's subsidiary HOF Village Stadium, LLC will transfer to Landlord its leasehold interest and the improvements constituting the Stadium Property; and (iii) Landlord, as landlord, and Newco, as tenant will enter into a master triple net lease with respect to the Waterpark Property, the Hotel Property and the Stadium Property. The Lease Restructuring LOI provides that the initial lease term of the New Lease will be 99 years, and base rent will equal a 10% cap rate on Landlord's total capital invested in connection with the New Leased Property of approximately $55.5 million. Base rent will increase at a rate of 2.5% per year. The New Lease will further provide that Newco will complete construction of the waterpark on the Waterpark Property and the hotel on the Hotel Property. The New Lease will further provide for the following put-call rights: (i) Newco Call Right: At any time, Newco will have the right to purchase from Landlord either or both the Hotel Property and/or the Waterpark Property for the price set forth on Schedule 1 to the Lease Restructuring LOI; (ii) Landlord Put Right: subject to six months' prior written notice of the exercise of such right, Landlord will have the right to require Newco to purchase from Landlord both the Hotel Property and Waterpark Property any time following the earlier to occur of the 5th anniversary date of the completion of the Waterpark and the 6th anniversary date of the closing of Lease Restructuring, for an amount equal to approximately $66.7 million; and (iii) Stadium Property: The Stadium Property will be conveyed to Newco for $1 upon the exercise of a Newco Call Right or Landlord Put Right that results in Landlord having no further interest in the Waterpark Property and the Hotel Property. Newco will deliver to Landlord a deed for the 14 Parcels and an assignment of the Youth Fields Interest, to be held by Landlord and to be deemed automatically delivered and released to Landlord upon the occurrence of an event of default under the New Lease. Upon the earlier to occur of: (i) substantial completion of the Waterpark and the payment by Newco to Landlord of an amount equal to approximately $4 million and (ii) closing of a Newco Call Right or Landlord Put Right covering the Waterpark Property or the Hotel Property, Landlord will release its interest in the 14 Parcels and the Youth Fields Interest. About Hall of Fame Resort Hall of Fame Resort & Entertainment Co. is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the National Football Museum, Inc., doing business as the Pro Football Hall of Fame. Headquartered in Canton, Ohio, the Company owns the DoubleTree by Hilton located in downtown Canton and the Hall of Fame Village, which is a multi-use sports, entertainment, and media destination centered around the PFHOF's campus. Cleveland, Ohio-based Grant Thornton LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 26, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has sustained recurring losses through December 31, 2024 and utilized cash from operations of $10.9 million during the year ended December 31, 2024. The Company has $109.5 million of debt due through December 31, 2025, and will need to raise additional financing to accomplish its development plans and fund its working capital. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $366.7 million in total assets, $294.5 million in total liabilities, and a total equity of $72.2 million. The Company's accumulated deficit was $273.6 million as of December 31, 2024. HEADWAY WORKFORCE: Seeks $1.13MM DIP Loan From Noor Strategies -------------------------------------------------------------- Headway Workforce Solutions, Inc. and its debtor affiliates asked the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral and obtain post-petition financing from Noor Strategies, Inc. and its affiliates. The Debtors' prepetition capital structure, includes three primary lenders: (1) MidCap Funding IV Trust with a first-priority lien on substantially all assets and $9 million in outstanding debt; (2) Jackson Investment Group with a second-priority lien and $11.7 million in claims; and (3) Noor Staffing Group (affiliated with the DIP Lender), holding a $766,000 bridge loan secured by certain receivables. Leading up to bankruptcy, MidCap ceased funding operations in March 2025 and swept the Debtors' accounts, leaving them unable to fund payroll or continue business activities. To avoid collapse, Noor stepped in under a Memorandum of Understanding (MOU), advancing funds to keep operations afloat. This assistance enabled the Debtors to service customers, preserve business relationships, and facilitate MidCap's collection of over $11 million in accounts receivable, effectively reducing its prepetition exposure. Noor also provided services under an Administrative Services Agreement and funded other operational expenses that now form part of the Bridge Loan. The DIP Lender has agreed to a new post-petition facility that rolls the Bridge Loan into the DIP loan. The proposed DIP structure includes an interim loan of $766,000 and, following final approval, a total facility of $1.13 million. The DIP loan terminates on the earliest date to occur of: (a) 30 days after entry of the Interim Order if the Final Order has not been approved by the Bankruptcy Court on or prior to that date, (b) 150 days after entry of the Final Order, (c) approval by the Bankruptcy Court of the sale of substantially all of the assets of the Borrowers, (d) the effective date of a plan of reorganization under the Bankruptcy Case that has been confirmed pursuant to an order of the Bankruptcy Court or (e) such earlier date on which the DIP Lender's commitment to lend hereunder terminates in accordance with the terms of the DIP Financing Agreement. The DIP loan will be secured by a priming lien on all assets, except for MidCap's prepetition lien on receivables generated before March 10, 2025. Additionally, the DIP loan will be granted superpriority administrative expense status. The Debtors are also seeking permission to use cash collateral and to modify the automatic stay to implement the DIP financing terms. The Debtors argued that MidCap is adequately protected despite being primed. MidCap retains its prepetition lien on certain receivables and continues to collect payments on those accounts with the Debtors' consent. The Debtors asserted that MidCap is overcollateralized by receivables, other assets, and potential tax credits, and will not be harmed by the priming DIP facility. About Headway Workforce Solutions Inc. Headway Workforce Solutions, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 25-01682-5-JNC) on May 5, 2025. In the petition signed by Brendan Flood, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Rebecca Redwine Grow, Esq., at Hendren, Redwine & Malone, PLLC, is the Debtor's legal counsel. Noor Staffing Group, LLC, as DIP lender, is represented by: Pamela P. Keenan, Esq. Kirschbaum, Nanney, Keenan & Griffin, P.A. PO Box 19766 Raleigh, NC 27619-9766 Telephone: (919) 848-0420 Facsimile: (919) 848-8755 pkeenan@kirschlaw.com HM DUNN: FS KKR Marks $600,000 1L Loan at 17% Off ------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $600,000 loan extended to HM Dunn Co. Inc. to market at $500,000 or 83% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to NHM Dunn Co. Inc. The loan accrues interest at a rate of 6% per annum. The loan matures on June 2026. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About HM Dunn Co. Inc. HM Dunn Co. Inc. is engaged in the distribution of capital goods in the U.S. HORSEY DENISON: Seeks to Hire YVS Law LLC as Bankruptcy Counsel --------------------------------------------------------------- Horsey Denison Landscaping LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire YVS Law, LLC as counsel. The firm will render these services: (a) advising the Debtors of their rights, powers and duties as debtors and debtors in possession; (b) advising the Debtors concerning, and assisting in the negotiation and documentation of, financing agreements, debt restructurings, cash collateral arrangements, and related transactions; (c) representing the Debtors in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under Section 362(a) of the Bankruptcy Code; (d) representing the Debtors in any proceedings instituted with respect to the Debtors' use of cash collateral; (e) reviewing the nature and validity of liens asserted against the property of the Debtors and advising the Debtors concerning the enforceability of such liens; (f) advising the Debtors concerning the actions that they might take to collect and to recover property for the benefit of their estates; (g) preparing on behalf of the Debtors all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and reviewing all financial and other reports to be filed in these Chapter 11 cases; (h) advising the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in these Chapter 11 cases; (i) counseling the Debtors in connection with the formulation, negotiation and promulgation of a plan of reorganization or liquidation and related documents; and (j) performing all other legal services it is qualified to handle for and on behalf of the Debtors that may be necessary or appropriate in the administration of these Chapter 11 cases. The firm will charge these hourly fees: Members $495 to $620 Counsel/Senior Counsel $435 to $615 Associates $270 to $350 Paralegals $210 to $285 Law Clerks $150 to $260 The firm received a retainer of $146,312.50. Paul Sweeney, Esq., the firm's attorney who will be providing the services, 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 firm can be reached through: Paul Sweeney, Esq. YVS LAW, LLC 185 Admiral Cochrane Drive, Suite 130 Annapolis, MD 21401 Tel: (443) 569-0788 Fax: (410) 571-2798 E-mail: psweeney@yvslaw.com About Horsey Denison Landscaping LLC Horsey Denison Landscaping LLC is a landscaping company based in Fort Washington, Maryland. It provides design and build services such as landscape installation, hardscaping, low-voltage lighting, and irrigation. Horsey Denison fully owns Denison Farms LLC, also formed in 2021, and Denison Landscaping Inc., a corporation established in 1990. The Company is affiliated with Horsey Denison Properties LLC, a Delaware-based entity co-owned equally by Robert E. Horsey and David W. Horsey. Horsey Denison Landscaping LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No.25-14103) on May 6, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Paul Sweeney, Esq. at YVS LAW, LLC. HOUSE SPIRITS: Seeks $1.55MM DIP Loan from Insider Lenders ---------------------------------------------------------- House Spirits Distillery LLC asked the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and obtain senior secured priming postpetition financing. The Debtor requested authority to access debtor-in-possession financing in the amount of up to $1.550 million from insider lenders Themiscyra S.A., Endurance Invest Corp., Maria Isabel Leal, and Trillo San Carlos S.A., which are the only parties that offered financing after informal outreach. The proposed financing consists of an initial $500,000 draw upon interim approval, with the remaining funds accessible upon entry of a final order. The Debtor argued that the DIP financing is both necessary and fair, despite the insider relationship, due to lack of alternative sources and the urgent need for liquidity to continue business operations, pay administrative expenses, and preserve value for stakeholders. The financing would be secured by senior, superpriority liens on virtually all assets of the estate, though the Debtor believes no existing secured creditors will be adversely affected, as the only prepetition secured claims are limited in scope and do not encumber the assets being used as collateral for the DIP loans. All DIP Obligations will be due and payable in full in cash unless otherwise agreed to by the DIP Lenders on the earliest of: (i) the date that is 180 days following the Closing Date, (ii) the acceleration of the DIP Loan upon the occurrence of an Event of Default, (iii) the date the Bankruptcy Court converts the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, (v) the date the Bankruptcy Court dismisses the Chapter 11 Case In addition to DIP financing, the Debtor asked for permission to use existing cash collateral, to which the DIP Lenders have consented. The use of this cash is vital to maintaining ordinary course operations, such as paying vendors, suppliers, employees, and insurance premiums. The Debtor has no other secured creditors with an interest in the cash collateral and believes that continued use is critical to avoid immediate and irreparable harm, including business disruption or conversion of the case to Chapter 7. A court hearing is scheduled for June 5, at 11:00 a.m. A copy of the motion is available at https://urlcurt.com/u?l=sk5yLz from PacerMonitor.com. About House Spirits Distillery House Spirits Distillery LLC, operating under the name Westward Whiskey, is a Portland, Oregon-based distillery that produces, markets, sells, and distributes high-quality American single malt whiskeys. Westward has become one of the most well-known and respected craft distilleries in the U.S., leading the way in the emerging Premium American Whiskey category. Unlike traditional single malts made only from malted barley, Westward employs a distinctive process that blends elements from American craft ale, Scottish single malt, and bourbon traditions. The distillery benefits from the unique climate of the Pacific Northwest, where hot, dry summers and cool, wet winters contribute to the development of exceptional, world-class whiskeys. House Spirits Distillery LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10660) on April 6, 2025. In its petition, the Debtor reported estimated assets and liabilities between $1 million and $10 million each. Judge Karen B. Owens handles the case. The Debtor is represented by Joseph C. Barsalona II, Esq. at Pashman Stein Walder Hayden, PC. The Debtor's claims agent is Epiq Corporate Restructuring, LLC. INNOVATE CORP: S&P Downgrades ICR to 'CCC-' on Weak Liquidity ------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Innovate Corp. to 'CCC-' from 'CCC' and its issue rating on the company's senior notes due 2026 to 'CCC' from 'CCC+'. The recovery rating on the notes remains '2', indicating its expectation for meaningful (75%) recovery in the event of a default. The negative outlook reflects our view that the company's liquidity will be under stress in the next six months, such that sources are unlikely to meet uses absent unforeseen positive developments. The downgrade indicates S&P Global Ratings' view that Innovate's liquidity remains strained given its next interest payment is due within six months. As of March 31, 2025, the company had corporate-level cash and equivalents of $3 million and was fully drawn on its $20 million line of credit. While Innovate receives cash flows from dividend payments and tax share agreements from its subsidiary DBM Global Inc. (DBM), S&P believes it may have difficulty making the $35.8 million in interest payments on its corporate-level debt in the next six months. Innovate has total principal debt outstanding of $672 million as of March 31, 2025, which includes: -- A $20 million revolving line of credit due August 2025; -- $25.2 million of life science segment debt due August 2025; -- $69.7 million of spectrum segment debt due August 2025; -- $330 million of senior secured notes due February 2026; -- $31 million of CGIC unsecured notes due February 2026; -- $48.9 million of convertible senior notes due August 2026; and -- $147.2 million of DBM debt due May 2030 (recently extended from 2025) S&P said, "Innovate's portfolio only contains unlisted companies, which we view as an underlying weakness for an investment holding company. Currently, the majority of Innovate's portfolio value is its 91% controlling interest in DBM. DBM is the only portfolio company expected to make distributions to Innovate in the near term. Innovate's management team has publicly stated that it's exploring opportunities to monetize non-cash-flowing assets to address the company's capital structure. However, we think Innovate's concentration in unlisted assets could limit its ability to monetize them to repay debt or generate additional liquidity on short notice. "We think Innovate's capital structure is unsustainable over the longer term. We estimate the company's loan-to-value ratio (based on book values) exceeded 200% as of March 31, 2025. Potential paths to lowering leverage include asset divestures and external capital raises, for example. "The negative outlook reflects our view that Innovate's liquidity will be under stress for the next six months. Absent unforeseen positive developments, the company is unlikely to meet its liquidity needs. "We could lower the ratings if we believe a default event, such as insufficient liquidity to fund interest payments, is imminent. We could also lower the ratings if the company executes exchange offers or a debt restructuring that we would view as distressed. "We could revise the outlook to stable if Innovate's liquidity improves such that it could maintain sufficient liquidity for its operations and we no longer expect a default transaction over the near term." INOVA PHARMACEUTICALS: FS KKR Marks $3.9MM 1L Loan at 26% Off ------------------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $3,900,000 loan extended to iNova Pharmaceuticals (Australia) Pty Limited to market at $2,900,000 or 74% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to iNova Pharmaceuticals (Australia) Pty Limited. The loan accrues interest at a rate of 4.8% per annum. The loan matures on November 2031. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About iNova Pharmaceuticals (Australia) Pty Limited iNova Pharmaceuticals (Australia) Pty Limited is engaged in pharmaceuticals, biotechnology and life sciences. INSTITUTO DE EDUCACION: Seeks Subchapter V Bankruptcy ----------------------------------------------------- On May 16, 2025, Instituto de Educacion y Tecnologia Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Puerto Rico. 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 Instituto de Educacion y Tecnologia Inc. Instituto de Educacion y Tecnologia Inc. is a non-profit educational institution operating in Puerto Rico that provides educational services through a contract with the Department of Education of Puerto Rico valid until June 30, 2025. Instituto de Educacion y Tecnologia Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 25-02193-11) on May 16, 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 Enrique S. Lamoutte Inclan handles the case. The Debtors are represented by Carmen D. Conde Torres, Esq. at C. CONDE & ASSOC. IVANTI SOFTWARE: Fitch Upgrades IDRs to 'B-', Outlook Stable ------------------------------------------------------------ Fitch Ratings has downgraded Ivanti Software, Inc. and Icon Software Holdings, Inc. (collectively, Ivanti) Long-Term Issuer Default Ratings (IDRs) to 'RD' from 'C', following the conclusion of its new money financing and maturity extension transaction, viewed as a distressed debt exchange (DDE) under Fitch's criteria. Post-transaction, Fitch upgraded Ivanti's IDRs to 'B-' from 'RD' and assigned Ivanti Security Holdings LLC (new borrower of the super senior debt) a 'B-' IDR. Ivanti Software, Inc.'s extended first lien debt was upgraded to 'B' with a Recovery Rating of 'RR3' from 'CCC-'/'RR2' and second lien debt to 'CCC'/'RR6' from 'C'/'RR6'. Ivanti Security Holdings LLC's super senior first lien revolving credit facility (RCF) and term loan were rated 'BB-'/RR1'. Fitch has withdrawn the rating for Ivanti Software, Inc.'s previously RCF rated 'CCC-'/RR2'. The ratings and Stable Outlook reflect Ivanti's expected improved liquidity profile and strong recurring revenue base, though leverage remains a rating concern. Fitch has withdrawn the 'CCC-'/'RR2' rating for the previously existing first-lien revolver since the revolver has been extinguished. Key Rating Drivers Transaction Reduces Liquidity Concerns: Fitch expects the new capital raise and maturity extension to reduce Ivanti's near-term liquidity risk and refinancing risks. Liquidity has been added in the form of $350 million in new money financing and revolver extension. The transaction also extends all debt maturities to June 2029. Depressed FCF: In 2024, Ivanti experienced a transition from perpetual licenses to subscription revenues, temporarily affecting revenue, EBITDA, and FCF. Fitch anticipates a continuation of these weak FCF trends in 2025. Fitch expects that Ivanti will achieve break-even FCF in 2026 through cost-cutting measures and cross-selling strategies, supported by stable EBITDA margins and an increased focus on subscription-based revenue streams with high visibility. Elevated Leverage Levels: Fitch expects gross EBITDA leverage in 2025 to approach 9x, weakening from 7.9x in 2024 due in part to the new term loan raised as part of the company's effort to improve liquidity, while (CFO-capex)/debt is expected to remain negative, consistent with a 'B-' rating level. Fitch expects some modest improvements beginning in 2026, as Ivanti benefits from its efforts to migrate to a highly recurring SaaS model and retention rates normalize. Deleveraging efforts are likely to ultimately be limited, as sponsors prioritize optimizing return on equity through acquisitions and shareholder returns. Recurring and Diversified Revenues: Ivanti has a strong base of recurring revenues, representing over 90% of total revenues, with net retention rates in the high 90s. While strong, Fitch views revenue retention as weaker than other enterprise software peers due to somewhat lower switching costs. The company has approximately 34,000 customers and no meaningful end-market concentration. Fitch considers the shift to a subscription-based model a credit positive, as recurring revenue and retention rates provide more visibility and consistency for revenue and FCF streams. Secular Tailwinds: The proliferation of "Bring Your Own Devices" (BYOD) policies and increased remote work demand has significantly increased cybersecurity concerns. The digital transformation of customers' technology infrastructure has created strong demand for Ivanti's products. Fitch expects these industry trends to support Ivanti's long-term growth in the low-to-mid-single digits, as demand stabilizes after pandemic and post-pandemic fluctuations. Highly Fragmented and Competitive Marketplace: Ivanti operates in highly fragmented markets for each of its products. Fitch expects Ivanti to face intense competition from large players like Microsoft, Citrix, and VMWare. These competitors offer solutions in the same market and can bundle and up-sell to customers at competitive prices. In the IT Service Management (ITSM) segment, Ivanti competes with peers like ServiceNow, which has strong cloud-native offerings. Ivanti's focus on cross-selling initiatives has improved product stickiness as shown by improving net retention rates over the past two years. Moderate FX Exposure: Ivanti generates a portion of its revenue in currencies other than the U.S. dollar, exposing it to fluctuations in foreign exchange (FX) rates. Although the company can adjust local currency prices to address these fluctuations and remain competitive, short-term impacts are likely in a swiftly changing FX landscape. Additionally, since some of Ivanti's expenses are also in local currencies, this provides a degree of natural hedging to help offset the effects of currency fluctuations. Peer Analysis Ivanti operates primarily in three key markets: Unified Endpoint Management (UEM), Cyber Security, and IT Service Management (ITSM). The broader market for endpoint security and remote work solutions has been expanding, driven by the increase in access points to secured networks, heightened awareness of security breaches, and the growing IT networks and applications complexity. Ivanti is well-positioned within the enterprise IT security and service sector, supported by its substantial base of recurring revenue and robust profitability. The company's recent underperformance in 2024 is attributed to the accelerated shift from its legacy on-premise perpetual license model to a subscription-based approach. Fitch assesses that Ivanti's performance aligns with that of its enterprise software industry peers, and its credit metrics are comparable to those of other 'B'-rated software companies. DCert Buyer, LLC (DigiCert; B-/Stable), a peer in the software industry in the 'B' category, has strong margin levels and an even more robust market position in its core business compared to Ivanti. However, it has relatively weak leverage and coverage metrics. Another 'B'-rated peer, Imprivata (B/Stable), has similar profitability levels to Ivanti but benefits from greater financial flexibility. In contrast, RedStone Parent LP (RSA; B-/Stable), a cybersecurity peer, has weaker credit metrics compared with Ivanti, primarily due to stagnant operating performance and a high interest burden. Key Assumptions - 2025 revenue, EBITDA and FCF continue to be negatively impacted by accelerated migration to subscription revenues from perpetual licenses; - Reversion to organic revenue growth in the low-to-mid-single-digit range over the rating horizon, beginning in 2026, reflecting the shift from perpetual licenses to subscription revenues; - EBITDA margins are expected to remain stable near 40%, supported by cost containment and cross-selling initiatives; - Normalized FCF margins in the mid-single digits. Recovery Analysis Key Recovery Rating Assumptions - The recovery analysis assumes that Ivanti would be reorganized as a going concern in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim. Going-Concern Approach - In estimating a distressed enterprise value (EV) for Ivanti, Fitch assumes elevated customer churn will lead to a 15% revenue decline in a distressed scenario. This lower revenue scale will compress EBITDA margins, resulting in a going concern EBITDA that is approximately 19% lower than the LTM March 2025 EBTIDA. As Ivanti's business model depends on the ability to provide robust IT security, customer churn could increase in times of distress; - Fitch applies a 6.5x multiple to arrive at an adjusted EV of $1.7 billion, supported by Ivanti's scale, strong margins and highly recurring revenues; - The median reorganization EV/EBITDA multiple for the 71 TMT bankruptcy cases with sufficient information for exit multiple estimates was 5.9x. Of these companies, five were in the software sector: Allen Systems Group, Inc (8.4x); Avaya, Inc. (2023: 7.5x, 2017: 8.1x); Aspect Software Parent, Inc. (5.5x), Sungard Availability Services Capital, Inc. (4.6x), and Riverbed Technology Software (8.3x); - Fitch assumes that the $174 million revolver for Ivanti is fully drawn, as companies typically utilize credit revolvers when experiencing financial distress; - Due to the separation of assets between Ivanti Security Holdings LLC (NewCo) and Ivanti Software, Inc. (RemainCo) and the difference in claims by the securities instruments that Fitch rates, its reorganization scenario considers the value of each group on a standalone basis. In this scenario, Fitch assumes NewCo and RemainCo will have represent 40% and 60% of the total EV, respectively. However, structural changes in the value of either group would impact its recovery estimates. - The debt at NewCo benefits from structural seniority on the transferred assets, pari passu status with Ivanti's debt on RemainCo assets, guarantees by Remainco and certain new foreign guarantors, a first lien on assets of the new foreign guarantors, and a "double-dip" claim via a pari passu first lien intercompany loan secured by RemainCo assets.--Fitch's estimate of post-reorganization EV results in 'BB-'/'RR1' ratings for NewCo's super senior RCF and term loan. For RemainCo, it also results in 'B'/'RR3' ratings on the exchanged first-lien term loan and 'CCC'/'RR6' on the exchanged second-lien term loan. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - (CFO-capex)/debt sustained below 0%; - EBITDA interest coverage sustained below 1.25x; - Inability to maintain sufficient liquidity over the next 12-24 months. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage sustained below 7.0x; - (CFO-capex)/debt sustained above 5.0%; - EBITDA interest coverage sustained above 1.5x. Liquidity and Debt Structure As of March 2025, Ivanti reported a cash balance of $7 million. The company's near-term liquidity has improved with an extended $174 million RCF due 2029. The outstanding balance of $70 million on the RCF was repaid with proceeds from the new money financing. At close of the transaction, the debt structure includes an undrawn super senior new money RCF and $350 million term loan as well as the exchanged first and second-lien term loan facilities. Issuer Profile Ivanti Software Inc. is an enterprise software company headquartered in South Jordan, Utah. The company specializes in IT security and systems management software, offering solutions for Zero Trust Security, Unified Endpoint Management (UEM), and IT Service Management (ITSM). 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 Ivanti has an ESG Relevance Score of '4' for Governance Structure due to aggressive and opportunistic shareholder practices. This is reflected in the ineffectiveness in addressing near-term revolver maturities and refinancing them before they turned current, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Ivanti Security Holdings LLC LT IDR B- New Rating senior secured LT BB- New Rating RR1 Ivanti Software, Inc. LT IDR RD Downgrade C LT IDR B- Upgrade senior secured LT WD Withdrawn CCC- senior secured LT B Upgrade RR3 CCC- Senior Secured 2nd Lien LT CCC Upgrade RR6 C Icon Software Holdings, Inc. LT IDR RD Downgrade C LT IDR B- Upgrade IYA FOODS: Court Extends Cash Collateral Access to June 21 ---------------------------------------------------------- Iya Foods Inc. received another extension from the U.S. Bankruptcy Court for the Northern District of Illinois to use cash collateral in which Village Bank and Trust and the Small Business Administration may claim an interest. The sixth interim order extended the company's authority to use cash collateral from May 7 to June 21. Iya Foods must use cash collateral in accordance with its budget. The next hearing is scheduled for June 18. A copy of the court's order and the Debtor's budget is available at https://shorturl.at/dREh2 from PacerMonitor.com. About Iya Foods Inc. Iya Foods Inc. is a company that specializes in producing and offering African superfoods. Its products are plant-based, gluten-free, non-GMO, kosher, and free from preservatives, additives, or artificial ingredients. The company focuses on creating nutritious and delicious ingredients that can be used in a variety of recipes, making them accessible to people with dietary preferences or restrictions, such as those following vegan or gluten-free diets. Iya Foods filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 25-00341) on January 10, 2025, listing between $100,000 and $500,000 in assets and between $1 million and $10 million in liabilities. Judge Deborah L. Thorne handles the case. The Debtor is represented by Justin R. Storer, Esq., at the Law Office of William J. Factor. Village Bank and Trust, N.A., a secured creditor, is represented by: Andrew H. Eres, Esq. Dickinson Wright PLLC 55 W. Monroe, Suite 1200 Chicago, IL 60603 Phone; 312-377-7891 Email: aeres@dickinson-wright.com JJ BADA: Gets Final OK to Use Cash Collateral --------------------------------------------- JJ Bada 464 Operating Corp. received final approval from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral. The final order signed by Judge Stacey Meisel authorized the company to use cash collateral to pay the expenses set forth in its budget, with a 10% variance allowed. Il Yeon Kwon and the U.S. Small Business Administration assert an interest in the cash collateral, including cash and cash equivalents. These secured creditors will be granted a replacement lien on the cash collateral as protection for any diminution in value of their interest in the collateral. As additional protection, JJ was ordered to make a monthly payment of $189 to SBA and $5,157.31 to the other secured creditor. A copy of the court's order and the budget is available at https://shorturl.at/SKuCY from PacerMonitor.com. Il Yeon Kwon is represented by: Bong June Kim, Esq. Kim & Bae, P.C. 2160 North Central Road Third Floor Fort Lee, NJ 07024 (201) 585-2288 (Tel) (201) 585-2246 (Fax) bjkim@kimbae.com About JJ Bada 464 Operating Corp. JJ Bada 464 Operating Corp. owns and operates Bada Story Restaurant, a Korean and Japanese Sushi Restaurant located at 464 Sylvan Avenue, Englewood Cliffs, N.J. JJ Bada 464 Operating sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. D. N.J. Case No. 25-11078) on February 1, 2025, listing between $500,001 and $1 million in both assets and liabilities. Brandon Park, president of JJ Bada 464 Operating, signed the petition. Judge Stacey L. Meisel oversees the case. The Debtor is represented by: Rosemarie E. Matera, Esq. Kirby Aisner & Curley LLP Tel: 914-401-9500 Email: law@kmpclaw.com JUMP FINANCIAL: $250MM Loan Add-on No Impact on Moody's 'Ba1' CFR ----------------------------------------------------------------- Moody's Ratings said Jump Financial, LLC's ("Jump") proposed upsizing of around $250 million of its Senior Secured 1st Lien Term Loan B due 2032 does not affect Jump's Ba1 Corporate Family Rating, existing Ba2 senior secured bank credit facility ratings and stable outlook. Jump's Ba1 CFR and stable outlook reflects its consistent trading performance and is supported by the firm's elevated technological investments with continued equity retention and key executives and partners maintaining a high level of involvement and control. The firm has prudently managed risk and liquidity through volatile market conditions and thoughtfully manages firmwide exposures to multiple factor risks. The rating also incorporates Jump's resilient balance sheet - characterized by a strong equity capital base, modest leverage, rapidly turning positions, increased use of crash protection and prudent liquidity. The firm's partnership-like culture with key executives and owners maintaining a high level of involvement in risk management and oversight help mitigate the credit, market, liquidity and operational risks inherent to Jump's business model. The intensely competitive nature of technology driven market-making requires Jump to continually stay at the forefront of trading technology, talent, risk controls and retaining intellectual capital, otherwise its franchise may erode and its creditworthiness could deteriorate. The $250 million upsize brings the balance of Jump's 2032 Term Loan to around $1 billion. Jump plans to use the incremental proceeds to increase its trading capital and for general corporate purposes. While the incremental debt upsizing will lower the firm's trading capital-to-debt ratio, the firm still operates at a level largely exceeding its minimum trading capital-to-debt ratio. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Jump's ratings could be upgraded if it were able to sustainably improve the quality and diversity of its profitability and cash flows from the development of substantial and lower-risk ancillary business activities without impacting its balance sheet leverage. Jump's ratings could be downgraded if there were a significant reduction in retained capital or liquidity or an increase in balance sheet leverage, particularly due to an expansion into less liquid assets; if the firm were to suffer from a significant reduction in profitability; if it experienced a substantial trading loss or risk control failure; if increased risk taking fails to materialize in commensurate increases in trading profitability; or if the firm suffered from any adverse changes to corporate culture or management quality. KBS REIT: Remains Neutral on West 4 Capital Mini-Tender Offer ------------------------------------------------------------- KBS Real Estate Investment Trust III, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company determined to remain neutral and make no recommendation regarding whether the Company's stockholders should accept or reject the mini-tender offer made by West 4 Capital LP for up to 2,295,000 shares of the Company's common stock, which is approximately 1.55% of the Company's outstanding shares. The Company's response to this mini-tender offer is available at: https://tinyurl.com/yauzcksf About KBS Real Estate KBS Real Estate Investment Trust III, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust and it intends to continue to operate in such a manner. The Company conducts its business primarily through its Operating Partnership, of which the Company is the sole general partner. Irvine, California-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 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 $467 million of loan maturities and required principal paydowns within one year from the date of issuance of the consolidated financial statements, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of Dec. 31, 2024, KBS Real Estate Investment Trust III had total assets of $1.82 billion, total liabilities of $1.57 billion and total stockholders' equity of $256.56 million. KLX ENERGY: Key Governance Proposals Fail at 2025 Meeting --------------------------------------------------------- KLX Energy Services Holdings, Inc. held its 2025 Annual Meeting of Stockholders. There were 17,400,155 shares issued and outstanding and entitled to vote as of March 19, 2025, the record date for the Annual Meeting. The following are final voting results for the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company's definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on March 28, 2025: Item No. 1 - Declassification of the Board The declassification of the Board of Directors of the Company was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows: For: 6,669,963 Against: 1,184,671 Abstain: 25,830 Broker non-votes: 5,388,574 Item No. 2 – Election of Class I Directors Christopher J. Baker, Gunnar Eliassen, John T. Whates, were elected to serve as Class I Directors until the 2028 Annual Meeting of Stockholders and until their successors are duly elected or qualified. Votes were as follows: 1. Christopher J. Baker For: 6,474,786 votes Withhold: 1,405,674 votes Broker Non-Votes: 5,388,574 votes 2. Gunnar Eliassen For: 5,911,105 votes Withhold: 1,969,359 votes Broker Non-Votes: 5,388,574 votes 3. John T. Whates For: 6,670,759 votes Withhold: 1,209,705 votes Broker Non-Votes: 5,388,574 votes Item No. 3 – Compensation of Named Executive Officers The resolution to approve the compensation of Named Executive Officers on a non-binding, advisory basis was not approved. Votes were as follows: For: 3,334,428 votes Against: 4,090,189 votes Abstain: 455,847 votes Broker Non-Votes: 5,388,574 votes Item No. 4 – Elimination of the Supermajority Voting Requirement to Amend the Company's Bylaws The elimination of the supermajority voting requirement to amend the Company's bylaws was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows: For: 6,481,468 votes Against: 1,373,891 votes Abstain: 25,105 votes Broker Non-Votes: 5,388,574 votes Item No. 5 – Elimination of the Supermajority Voting Requirement to Amend the Company's Certificate of Incorporation The elimination of the supermajority voting requirement to amend the Company's certificate of incorporation was not approved, as the affirmative vote of 66 2/3% in voting power of the outstanding voting stock of the Company was required for approval. Votes were as follows: For: 6,483,137 votes Against: 1,372,236 votes Abstain: 25,091 votes Broker Non-Votes: 5,388,574 votes Item No. 6 – Selection of Independent Registered Public Accounting Firm The selection of Deloitte & Touche LLP was ratified. Votes were as follows: For: 12,922,657 votes Against: 315,198 votes Abstain: 31,183 votes Broker Non-Votes: 0 No other matters were submitted for stockholder action at the Annual Meeting. About KLX Energy KLX Energy Services Holdings, Inc. -- https://www.klxenergy.com/ -- is a provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission-critical oilfield services focused on drilling, completion, production, and intervention activities for technically demanding wells from over 60 service and support facilities located throughout the United States. * * * In March 2025, S&P Global Ratings raised its issuer credit rating and issue level rating to 'CCC+' from 'CCC' and revised the outlook to 'stable' from 'negative on Houston-based oilfield services company KLX Energy Services Holdings Inc. Subsequently, S&P withdrew all ratings on KLX, including its 'CCC+' issuer credit rating and issue-level rating, at the issuer's Request. S&P said, "We raised the ratings to 'CCC+' on the improved debt maturity profile after KLX refinanced its upcoming note maturity due November 2025. KLX closed on a new five-year, $232 million senior secured, floating rate PIK note offering and a new three-year asset-based lending (ABL) facility to refinance its upcoming debt maturities due late 2025. $144 million of existing note holders exchanged into the new notes at par, while the remaining proceeds, along with cash on hand, were placed into escrow meeting requirements to fully redeem existing notes at par on March 30, 2025. We expect the new ABL balance will be consistent with the amount drawn on the prior facility ($50 million as of Dec. 31, 2024). The transaction eliminated all near-term maturities, and the company redeemed the existing notes at par value. The stable outlook reflects our expectation for generally steady credit measures, including average funds from operations to debt of about 20% in 2025 and 2026, and for the company to generate about break-even free cash flow in 2025. Subsequently, we withdrew all ratings on KLX, including our 'CCC+' issuer credit rating and issue-level rating, at the issuer's request." KW LAND: Section 341(a) Meeting of Creditors on June 17 ------------------------------------------------------- On May 20, 2025, KW Land Company 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 $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Section 341(a) to be held on June 17, 2025 at 10:00 AM via UST Teleconference, Call in number/URL: 1-877-991-8832 Passcode: 4101242. About KW Land Company LLC KW Land Company LLC engages in crop farming operations in Paso Robles, California. KW Land Company LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-50764) on May 20, 2025. In its petition, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtors are represented by Jane Kim, Esq. at KELLER BENVENUTTI KIM LLP. LIDO 10: Gets Final OK to Use Cash Collateral --------------------------------------------- LIDO 10, LLC received final approval from the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, to use cash collateral. The final order penned by Judge Scott Clarkson authorized the company to use cash collateral for paying its expenses in accordance with its budget. LIDO 10 may exceed individual budget line item by up to 15% as long as spending remains within approved categories. The company owns and operates (a) a 2-unit duplex located at 620 Clubhouse Dr., Newport Beach, Calif.; (b) a 4-unit fourplex located at 622-624 Clubhouse Dr., Newport Beach, Calif.; and (c) a 4-unit fourplex located at 626 Clubhouse Dr., Newport Beach, Calif. It intends to renovate the properties and build four additional accessory dwelling units, with the ultimate aim of increasing rents on the existing units and adding additional income streams via the addition of new units. Lido 10 requires the use cash collateral to pay ordinary and necessary operating expenses for the properties. The company believes that conservation of cash is paramount in its bankruptcy case as it is seeking to pay all secured creditors in full via a refinance and sale of the properties. About Lido 10 LLC Lido 10, LLC, a company based in Newport Beach, Calif., filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 24-11818) on July 19, 2024, with $10 million to $50 million in both assets and liabilities. Judge Theodor Albert oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP serves as the Debtor's bankruptcy counsel. LIFT SOCIETY: Seeks to Hire Blue Owl Valuation as Appraiser ----------------------------------------------------------- Lift Society, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Blue Owl Valuation as appraiser. The firm will assist the Debtor in appraising the fair market value of a 100 percent equity interest in the Debtor. The firm will receive a flat-rate compensation in the amount of $3,000. Will Katz, managing director and principal of Blue Owl Valuation, assured the court that his firm is a disinterested person within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Will Katz Blue Owl Valuation 416 Iowa Street Lawrence, KS 66044 Tel: (785) 550-0481 Email: wylkatz@gmail.com About Lift Society, Inc. Established in 2016, Lift Society Inc. is a boutique fitness center focused on strength and aesthetic training. The gym provides semi-private lifting sessions, with a capacity of 8 to 12 people per class, ensuring individualized guidance and expert coaching. LIFT Society has several locations across Los Angeles, including Hollywood, Studio City, Culver City, and Santa Monica. Lift Society sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 25-10258) on February 19, 2025. In its petition, the Debtor reported total assets of $172,083 and total liabilities of $1,235,866. Judge Martin R. Barash handles the case. The Debtor is represented by: Matthew D. Resnik, Esq. RHM Law, LLP 17609 Ventura Blvd., Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com LIGADO NETWORKS: Settles AST Satellite Deal Dispute with Inmarsat ----------------------------------------------------------------- Alex Wittenberg of Law360 Bankruptcy Authority reports that on May 22, 2025, Ligado Networks' counsel informed a Delaware bankruptcy judge that the company had reached a tentative deal with telecom provider Inmarsat. The agreement would settle Inmarsat's objections to Ligado's post-bankruptcy plan to develop a space-based 5G network, resolving a significant point of contention in the case. About Ligado Networks Ligado Networks, formerly LightSquared, provides mobile satellite services. The Debtor's satellite and terrestrial solutions, combined with powerful, lower mid-band spectrum, serve to supplement and broaden mobile coverage across the United States and Canada. On the Web: http://www.ligado.com/ On January 5, 2025, Ligado Networks LLC and certain of its affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 25-10006). Perella Weinberg Partners LP is serving as investment banker to Ligado, FTI Consulting, Inc. is serving as financial advisor, Milbank LLP is serving as legal counsel, and Richards, Layton & Finger P.A. is serving as co-counsel. Omni Agent Solutions LLC is the claims agent. An ad hoc group of first lien creditors is being advised by Guggenheim Securities, LLC as financial advisor, and by Sidley Austin LLP as counsel. An ad hoc group of crossholding creditors is being advised by Kirkland & Ellis LLP. LODGING ENTERPRISES: Gets OK to Use Cash Collateral Until Dec. 31 ----------------------------------------------------------------- Lodging Enterprises, LLC received another extension from the U.S. Bankruptcy Court for the District of Kansas to use the cash collateral of its pre-bankruptcy secured creditors. The court issued its sixth interim order authorizing the company to use cash collateral until Dec. 31 to pay operating expenses in accordance with its budget. As protection, the interim order granted the pre-bankruptcy secured creditors replacement liens to the same extent and with the same priority as their pre-bankruptcy liens. In case the replacement liens are not enough to protect their interests, the secured creditors will be granted a superpriority administrative expense claim. The secured creditors will also receive a monthly payment of $883,306 as further protection. The final hearing is set for Dec. 18. Objections are due by Dec. 11. About Lodging Enterprises Founded in 1984, Lodging Enterprises, LLC, a company in Wichita, Kansas, offers a full suite of crew accommodations, specializing in 24-hour food, lodging and hospitality services. A large segment of the company's clientele is composed of railroad and other transportation-industry workers for whom it is essential that lodging is available. The company owns and operates 44 Wyndham-branded hotels and 27 restaurants located in 23 states across the United States. Lodging Enterprises filed Chapter 11 petition (Bankr. D. Kan. Case No. 24-40423) on June 26, 2024, with $100 million to $500 million in both assets and liabilities. Judge Dale L. Somers oversees the case. Jonathan Margolies, Esq., at Seigfreid Bingham, P.C., is the Debtor's legal counsel. MABVAX THERAPEUTICS: Claim Filing Deadline Set for July 7 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set July 7, 2025, at 5:00 p.m. (prevailing Eastern Time) as the last date and time for persons or entities to file their proof of claims against Mabvax Therapeutics Holdings Inc. and its debtor-affiliates. To submit a hard copy of a proof of interest, please remit to the following address: MabVax Therapeutics Holdings, Inc. Proof of Interest Processing c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602 To file a proof of interest electronically, visit: https://tinyurl.com/ymc7jahe If you have any questions with respect to this notice, you may contact the Plan Administrator's agent, Stretto, Inc. at (877) 358-5743, or by email at teammabvax@stretto.com. Please note that Stretto is not permitted to give you legal advice. Stretto cannot advise you how to file, or whether you should file, a Proof of Interest Form. About MabVax Therapeutics MabVax Therapeutics -- https://www.mabvax.com/ -- is a clinical-stage biotechnology company with a fully human antibody discovery platform focused on the rapid translation into clinical development of products to address unmet medical needs in the treatment of cancer. MabVax Therapeutics Holdings, Inc. and its affiliate, MabVax Therapeutics, Inc., each filed a voluntary Chapter 11 petition (Bankr. D. Del. Lead Case No.19-10603) on March 21, 2019. At the time of the filing, MabVax Therapeutics Holdings listed up to $500,000 in assets and up to $10 million in liabilities while MabVax Therapeutics listed as much as $50,000 in both assets and liabilities. Judge John T. Dorsey oversees the cases. Jason A. Gibson, Esq., at the Rosner Law Group, LLC and Block & Leviton, LLP serve as the Debtors' bankruptcy counsel and special litigation counsel, respectively. On March 5, 2020, the court confirmed the Debtors' joint Chapter 11 plan of liquidation, which became effective and was substantially consummated on March 20, 2020. Upon occurrence of the effective date, J. David Hansen was appointed as plan administrator for the Debtors' estates. MARAVAI TOPCO: S&P Lowers ICR to 'B-', Outlook Negative ------------------------------------------------------- S&P Global Ratings downgraded its ratings on Maravai Topco Holdings LLC to 'B-' from 'B', including its issuer credit rating on the company and its issue-level rating on its senior secured debt. The recovery rating remains '3' (rounded estimate of 55%). The negative outlook reflects the heightened risk to S&P's base case and the possibility that Maravai's free cash flows may remain negative over a prolonged period, leading to an unsustainable capital structure and eroding the company's future refinancing prospects. Maravai's operating results in the first quarter of 2025 revealed its dependence on high-volume mRNA vaccine production sales to sustain its profitability. Maravai reported weaker-than-expected EBITDA in the first quarter of 2025, stemming from a halt in its high-volume CleanCap product line, associated with mRNA COVID-19 vaccine manufacturing. According to the company, its customers indicated their inventory levels allow them to serve the demand for the vaccine though the majority of 2025. S&P said, "Thus, our base-case forecast for fiscal 2025 does not include any sales related to the vaccine production, and we estimate Maravai's total sales for the year will be about $195 million, compared with approximately $265 million in our previous forecast." S&P said, "While we estimate demand for mRNA-based vaccines will resume, we believe it will likely stabilize at lower levels compared with the company's 2024 sales in this segment (roughly $66 million), in part due to new, more stringent federal policies regarding the accessibility of COVID-19 vaccines in the U.S. In our current base case, we assume about $30 million in mRNA vaccine-related sales in 2026, materially weaker than in prior years. "We also expect cautious research and development (R&D) spending in the life-sciences and biopharma industries to continue this year as macroeconomic, geopolitical, and regulatory uncertainty remains elevated. We think the uncertainty around future drug pricing and other regulations including tariffs continues to weigh on biotech and pharma companies, making them more hesitant to invest in high-risk drug development projects. Although we do not believe the total number of development projects has declined materially, we believe the pace of spending has slowed, as was evidenced in the company's sales declines over 2024. We now anticipate revenue in the company's base business, associated primarily with the R&D activity, will grow in the low-single-digit percent area over 2025-2026." The reduction in high-volume mRNA vaccine production sales has an outsized negative effect on the company's profitability due to their high EBITDA contribution. The company's S&P Global Ratings-adjusted EBITDA in the first quarter of 2025 was negative $10.6 million, compared with positive $8 million in the first quarter of 2024. This primarily reflects the reduction in high-volume CleanCap sales that have a high-margin contribution profile. To a lesser extent, it also reflects the increase in the company's cost base after the expansion of its manufacturing facilities and growth in its headcount in recent years. S&P said, "Taking into account our forecast for reduced revenue, reflecting no mRNA vaccine-related sales in 2025, and higher cost base estimates, we forecast S&P Global Ratings-adjusted EBITDA of negative $30 million-$35 million and a reported free cash flow deficit of about $60 million in 2025." S&P said, "We believe mRNA vaccine-related sales will resume in 2026 but at lower levels compared with 2024. We believe if the lower level of CleanCap sales persist, it will necessitate a restructuring of the company's cost structure. In our base case, we assume that with lower levels of mRNA vaccine-related revenues (estimated at $30 million in 2026), the company will adjust its cost structure to reach positive EBITDA levels and reduced free cash flow deficits. However, there is elevated risk to this scenario in our view because it could hinder the company's future growth prospects." Maravai's sizable cash balance provides it with a cushion for underperformance but continued high cash flow deficits could erode its liquidity over time. The company's cash balance decreased to $285 million as of the end of the first quarter of 2025 from $322 million as of the end of 2024, stemming primarily from a free cash flow deficit of about $15 million and cash paid for the acquisitions of Molecular Assemblies in January 2025 and the DNA and RNA business of Officinae Bio in February 2025. S&P said, "While we believe the cash balance provides the company with a solid cushion for underperformance, continued high cash flow deficits in combination with merger and acquisition activity could erode it quickly. We believe if the company is unable to address its cash flow deficits in 2026, it may face elevated refinancing risk given the upcoming maturity of its term loan B in October 2027." S&P said, "The negative outlook reflects the heightened risk to our base case and the possibility that Maravai's free cash flows may remain negative over a prolonged period, leading to an unsustainable capital structure and eroding the company's future refinancing prospects. "We could consider downgrading Maravai if we believe its free cash flow deficits will remain elevated in 2026, with limited prospects for improvement, leading us to conclude that the company's capital structure is unsustainable." This could materialize if: -- Revenue from mRNA vaccine-related sales is delayed or lower than S&P's base case and its EBITDA and cash flow remains suppressed despite cost reductions. S&P believes that in such a scenario, the company's refinancing prospects would weaken; or -- The company issues new debt to fund large merger and acquisition activity such that S&P believes its capital structure is unsustainable. S&P could consider changing the outlook to stable if Maravai's S&P Global Ratings-adjusted EBITDA improves and it generates consistent positive free cash flows. This would support its refinancing prospects, in its view. MARINER WEALTH: Moody's Rates New Secured Term Loan Add-on 'Ba3' ---------------------------------------------------------------- Moody's Ratings assigned a Ba3 senior secured rating to Mariner Wealth Advisor, LLC's (Mariner) proposed upsizing of its senior secured term loan and revolving credit facility. All other ratings of Mariner remain unchanged, including the company's B1 corporate family rating and B1-PD probability of default rating. The outlook is stable. The proposed transaction aims to raise a $200 million fungible add-on to Mariner's existing term loan and extend its maturity by two years to December 2030. The proceeds will be used to support Mariner's acquisition pipeline and bolster its balance sheet cash. Simultaneously, the company intends to increase the capacity of its existing revolving credit facility by $25 million, bringing it to a total of $200 million. RATINGS RATIONALE Mariner's Ba3 senior secured debt rating is a notch above its CFR, reflecting its seniority and dominance within the capital structure compared to the $150 million of junior obligations. After accounting for the transaction and applying Moody's standard adjustments, Moody's estimates a half-turn increase in gross leverage, from around 6.0x debt-to-EBITDA for the twelve months ending March 31, 2025. Nonetheless, the transaction provides new capital for Mariner's inorganic growth strategy, which is essential for achieving scale and attracting advisers in the highly competitive US wealth management sector. The company's B1 CFR reflects its growing scale and position as a consolidator of wealth advisors, strong organic asset growth, and high adviser and client retention rates. These strengths are tempered by its weak profitability relative to peers, its high financial leverage, and the majority control held by its founder and CEO. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The factors that could lead to an upgrade of Mariner's ratings include: 1) consistent improvement in free cash flow, reducing dependency on leverage; or 2) adjusted leverage multiple is sustained below 3.5x; or 3) sustained pre-tax margins in excess of 15%. Conversely, factors that could lead to a downgrade include: 1) scale as measured by net revenues declining below $450 million; or 2) a considerable decline in free cash flow eroding healthy cash balances, pushing the company to rely more on its revolving credit facility and weakening its liquidity profile; or 3) inability to replace lost client assets, weakening AUM resiliency or; 4) substantial attrition of advisors leading to a significant decrease in managed assets. The principal methodology used in these ratings was Asset Managers published in May 2024. MAVIS TIRE: S&P Affirms 'B-' ICR on Correction of Debt Calculation ------------------------------------------------------------------ S&P Global Ratings affirmed all its ratings, including the 'B-' issuer credit rating, on Mavis Tire Express Services TopCo Corp. (Mavis). The stable outlook reflects S&P's expectation for sales and earnings growth as Mavis integrates acquired stores, opens new locations, and executes its operating strategies leading to gradual deleveraging from elevated levels. S&P said, "We corrected an error in our S&P Global Ratings-adjusted debt calculation of Mavis to include the redeemable convertible preferred stock issued by the company's parent entity. We had assessed the preferred stock as a debt-like obligation of Mavis at the time of the 2021 issuance in accordance with our hybrid capital criteria. We treated the preferred stock as if it were a debt obligation of Mavis given the potential for future re-leveraging because of the step-up feature in the preferred stock dividend that starts May 4, 2030. Due to an error, we stopped including the preferred stock in our adjusted debt calculations for the company beginning in Dec.2022. The correction adds about 0.5x to our calculation of S&P Global Ratings-adjusted debt to EBITDA for Mavis, resulting in leverage of 7.5x as of Dec. 31, 2024. While S&P Global Ratings-adjusted leverage including preferred stock remains elevated, Mavis' consistent operating performance, expanding EBITDA base, and growth prospects support the current rating." Mavis' leading scale and operating capabilities are supporting market share growth despite soft operating environment conditions. Total revenue increased 15.7% in 2024, primarily from acquisitions and a 2% increase in same-store sales driven by a combination of pricing and change in sales mix. Same store sales growth has been decelerating over the past few years, however, which we believe reflects a more constrained consumer spending environment due to inflationary pressures and normalization in maintenance spending. Still, demand for replacement tires and maintenance-related automotive services tends to be resilient. S&P said, "We believe higher pricing and demand for Mavis' products and services, supported by an expansion of vehicle miles traveled and aging vehicles that require continued maintenance spending, will support revenue growth in 2025. We also believe revenue will grow because of new store openings, and see approximately 100 new stores annually, or about a 4.5% increase. Mavis will also continue to use acquisitions as a core strategy to expand its market presence. This includes the proposed acquisition of Midas that was announced on March 31, 2025, which will expand Mavis' geographic footprint, particularly in the western U.S., and increase the size of its platform." S&P said, "We anticipate an improvement in profitability attributable to enhanced operational efficiency at Mavis stores along with sales leverage generated from higher sales. In our view, Mavis' self-distribution model provides the company the ability to tightly manage costs while controlling its supply chain. Additionally, the proposed Midas acquisition, if completed, could bolster Mavis' profitability and cash generation because Midas' asset-light franchised model will contribute high-margin royalty revenue with minimal capital spending needs. Moreover, we see limited tariff risks to Mavis's profitability because of the company's ability to pass on costs to consumers and relatively low tariff exposure because of the diverse supplier base. While expecting improved profitability, we project limited reported free operating cash flow (FOCF) generation because of heavy investment in store expansion and other operating capability. At the same time, Mavis maintains relatively modest maintenance capital expenditure (capex) needs and we believe the company could generate meaningful FOCF absent the significant growth investments. "We expect S&P Global Ratings-adjusted leverage will remain around 7.5x over the next 12 months because of Mavis' significant debt stemming from its acquisitions, growth strategy, and financial sponsor ownership structure. We expect Mavis' leverage will remain elevated this year due to an acceleration of new store openings that increase its operating leases as well as anticipated additional debt to finance its acquisition of Midas. Acquisitions are a core pillar of Mavis' growth strategy, with the company adding nearly 1,000 locations since 2020. We believe management has a good track record of successfully integrating acquired businesses and realizing planned synergies, but its financial policy remains aggressive, and we expect leverage will remain elevated. Moreover, governance risk associated with the company's financial-sponsor ownership also influences our rating given the risk Mavis could undertake debt-funded dividends or similar transactions that favor its equity owners over its debtholders. "The stable outlook reflects our expectation for continued growth in sales and adjusted EBITDA leading to S&P Global Ratings-adjusted leverage in the mid-7x area and S&P Global Ratings-adjusted EBITDA interest coverage in the high-1x area over the next 12 months." S&P could lower the rating on Mavis if: -- The company is unable to profitably execute its growth strategies, inclusive of the integration of acquisitions, leading to pressured sales and lower sustained profitability from contracting margins; and -- S&P expects the company to generate persistently negative FOCF excluding growth investments. S&P could raise the rating on the company if: -- S&P expects adjusted leverage to improve to 6x or less on a sustained basis, a level likely supported by a shift to a less aggressive financial policy; and -- Mavis demonstrates consistently good operating performance that drives meaningful FOCF generation inclusive of growth investments. MEATHEADZ LLC: Seeks Subchapter V Bankruptcy in New Jersey ---------------------------------------------------------- On May 13, 2025, Meatheadz LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of New Jersey. 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 Meatheadz LLC Meatheadz LLC is a food service business located in Lawrence Township, New Jersey. Meatheadz LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 25-15120) on May 13, 2025. In its petition, the Debtor reports estimated assets between $50,000 and $100,000 and estimated liabilities between $500,000 and $1 million. Honorable Bankruptcy Judge Christine M. Gravelle handles the case. The Debtors are represented by Joseph Casello, Esq. at Collins, Vella & Casello MEGNA HOSPITALITY: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- Megna Hospitality Investments, Inc. asked the U.S. Bankruptcy Court for the Central District of California for authority to use cash collateral, retroactive to the petition date of May 6, 2025. The Debtor argued that immediate access to cash collateral is necessary to continue hotel operations, meet payroll obligations for its 24 employees, and preserve the value of its business as a going concern. The case was filed on an emergency basis after Royal Bank, the hotel's primary secured lender, moved to appoint a receiver. The Debtor also seeks to cure franchise fee arrears owed to IHG, the Holiday Inn franchisor, and reaffirm its franchise agreement. The Debtor owns the hotel property, which it values at approximately $9 million, while total secured claims amount to about $4.68 million, leaving an estimated $4 million equity cushion. Royal Bank holds a lien on the property, and although IHG is not a secured creditor, the Debtor proposes granting IHG a lien as substitute collateral. Both parties are considered adequately protected by the equity in the property and the Debtor's commitment to begin making monthly payments to them on June 1, 2025. Additionally, the Debtor's principal, Mahmud Ulkarim, will not take a salary and has offered to infuse capital into the business, if needed, as a non-repayable gift. The Debtor argued that all potentially secured creditors are adequately protected through replacement liens and the Debtor's positive cash flow projections. The Debtor's ultimate goal is to propose a plan that pays all creditors in full and to confirm the plan by the end of the year. A copy of the motion is available at https://urlcurt.com/u?l=ahy4ab from PacerMonitor.com. About Megna Hospitality Investments Inc. Megna Hospitality Investments Inc. specializes in leasing real estate properties. Megna Hospitality Investments Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-10785) on May 6, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Martin R. Barash handles the case. The Debtors are represented by Michael D. Kwasigroch, Esq., at the Law Offices of Michael D. Kwasigroch. MILLS ACADEMY: Seeks Chapter 11 Bankruptcy in Georgia ----------------------------------------------------- On May 13, 2025, The Mills Academy ENT filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Georgia. According to court filing, the Debtor reports between $100,000 and $500,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About The Mills Academy ENT The Mills Academy ENT is an educational institution operating in Atlanta, Georgia. The Mills Academy ENTsought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-55363) on May 13, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $100,000 and $500,000. Honorable Bankruptcy Judge handles the case. MIRACLE RESTAURANT: Court Extends Cash Collateral Access to June 11 ------------------------------------------------------------------- Miracle Restaurant Group, LLC received another extension from the U.S. Bankruptcy Court for the Eastern District of Louisiana to use cash collateral. The court issued its 10th interim order allowing the company until June 11 to use funds in its bank account and cash from operations based on its projected budget, with a 15% flexibility per line item. Creditors with a security interest in cash collateral were granted replacement liens on the company's assets, including inventory, accounts receivable and employee retention tax credit claims, to the same extent and with the same validity and priority as their pre-bankruptcy liens. Secured creditors were also granted a superpriority administrative claim to protect against any loss in value of their collateral. Meanwhile, First Franchise Capital Corporation, one of the secured creditors, will continue to receive a monthly payment of $14,062, as set forth in the budget. A final hearing is scheduled for June 11. About Miracle Restaurant Group Miracle Restaurant Group, LLC owns and operates a fast-food restaurant in Covington, La. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 24-11158) on June 20, 2024, with $1 million to $10 million in both assets and liabilities. Dwayne Murray, Esq., at Murray & Murray, LLC, serves as Subchapter V trustee. Judge Meredith S. Grabill presides over the case. The Debtor is represented by Douglas S. Draper, Esq., and Michael E. Landis, Esq., at Heller, Draper & Horn, LLC. First Franchise Capital Corp., as secured creditor, is represented by: Jeffrey M. Hendricks, Esq. Bricker Graydon, LLP 312 Walnut Street, Suite 1800 Cincinnati, OH 45202 Telephone:(513) 629-2786 Facsimile: (513) 651-3836 Email: jhendricks@brickergraydon.com MIRION TECHNOLOGIES: Moody's Rates New Sr. Secured Term Loan 'Ba3' ------------------------------------------------------------------ Moody's Ratings affirmed the B1 corporate family rating and B1-PD probability of default rating of Mirion Technologies (US), Inc. (Mirion). Concurrently, Moody's assigned a Ba3 rating to Mirion's proposed senior secured term loan, upgraded the rating on the company's existing revolving credit facility to Ba3 from B1 and affirmed the B1 rating on the existing term loan. The outlook remains stable. The SGL-2 speculative-grade liquidity rating remains unchanged. Proceeds from the proposed $450 million 7-year term loan and a new $300 million 5-year senior unsecured convertible bond (unrated) will be primarily used to repay Mirion's existing term loan due 2028. The bond includes a $45 million greenshoe option and, if exercised, the additional funds will mainly go to funding share repurchases. Moody's will withdraw the rating on the existing term loan once it is repaid, upon transaction close. While the transaction extends the term loan maturity, it also increases Mirion's financial leverage. Moody's estimates pro forma debt-to-LTM EBITDA at approximately 4x (from about 3.6x) at March 31, 2025. This is occurring in the face of ongoing macroeconomic uncertainty, including tariff headwinds and possible government and defense spending delays, which will likely pressure top-line growth and margins. However, the rating affirmation and stable outlook reflect Moody's expectations of moderate growth in revenue and profitability to support improving credit metrics, with leverage falling below 4x through 2026. This will be supported by order growth from key nuclear power and cancer care end markets and recurring replacement/maintenance revenue from the installed base. Moody's also expects Mirion to maintain good liquidity over the next 12-18 months. RATINGS RATIONALE The B1 CFR reflects Moody's views that Mirion will remain well positioned in niche markets with positive longer-term fundamentals that will continue to drive organic growth. The company is also a leading player within the specialized and highly regulated nuclear power industry, which has high barriers to entry. The company benefits from a sizable recurring revenue base that provides revenue visibility and its products are applied in regulated industries where the cost of failure is high. These factors will sustain the company's adjusted EBITDA margin, which Moody's expects to remain above 20%. Mirion also has good geographic diversification with about 42% of non-US revenue (37% outside North America). However, the company is facing potential tariff headwinds and ongoing volume pressures within its Medical segment, driven by softer demand from China in the radiation therapy quality assurance business. Tempering the tariff exposure is the company's production in regions where it sells. Moody's expects initiatives around procurement and efficiency savings to support margin expansion, helping to offset cost inflation and volume headwinds. This will be aided by the company's backlog to support revenue growth. The backlog is underpinned by the long cycle nature of demand in its nuclear and medical markets. Mirion's rating also reflects its modest scale with a niche market focus on radiation detection and measurement. The company's reliance on the low volume, nuclear power industry exposes it to headline risk and variable project timing. However, favorable tailwinds driving renewed interest in nuclear plant investments to provide clean energy and increase energy security and supplies, particularly in Europe, increases prospects for growth. Mirion has also focused on growing its medical business mainly via acquisitions. This adds top line resilience and diversification. Acquisitions will remain core to Mirion's growth strategy, which could increase leverage if funded with debt and pose execution risks. The company is opportunistically tapping its $100 million share repurchase program put in place in December 2024. Moody's expects the company to pursue a balanced approach to capital allocation. The Ba3 rating on the senior secured debt, one notch above the CFR, reflects the introduction of unsecured debt in the capital structure with the new convertible bond and the senior status of the secured bank facilities in priority of claim in a default scenario. The SGL-2 speculative grade liquidity rating reflects Moody's expectations that the company will maintain good liquidity. This is based on Moody's expectations of a healthy cash balance, positive free cash flow and ample access on the undrawn $175 million revolving facility expiring in 2030. The revolver had $157 million available at March 31, 2025, net of letters of credit. Moody's expects these sources to provide sufficient liquidity to manage through periodic swings driven by customer spending/budget cycles, project-based end markets and seasonal nuclear reactor maintenance programs. Moody's expects free cash flow to exceed $70 million over the next year. Procurement initiatives to simplify the supply chain and continued focus on improving working capital efficiency should improve free cash flow. The revolving facility is subject to a springing covenant threshold of 7.0x for first-lien net leverage if revolver borrowing exceeds 40%, tested quarterly. Moody's do not expect the covenant to be tested. There are no term loan maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with increasing scale, particularly in the non-nuclear power plant end markets. A meaningful uptick in revenue from nuclear plant project revenue, including decontamination and decommissioning projects, could also support an upgrade. Quantitatively, EBITDA margin sustained above 20%, debt-to-EBITDA remaining below 3.5x and consistently healthy free cash flow such that free cash flow to debt remains above 6%, even while executing acquisitions, could lead to a ratings upgrade. The ratings could be downgraded if margins deteriorate or liquidity weakens such that free cash flow to debt is sustained below 5%. Debt-to-EBITDA expected to remain above 5x could also lead to a downgrade. Additionally, the loss of a major customer or increasingly aggressive financial policies, including debt funded acquisitions or share repurchases that weaken the metrics or liquidity could also prompt a downgrade of the ratings. The principal methodology used in these ratings was Manufacturing published in September 2021. Mirion Technologies (US), Inc., a subsidiary of Mirion Technologies, Inc., provides radiation detection, measurement, analysis and monitoring products and related services to the nuclear, defense and homeland security, and medical end markets. Key products include dosimeters, contamination and clearance monitors, detection and identification instruments and radiation monitoring systems. Revenue was approximately $870 million for the twelve months ended March 31, 2025. MISTER CHIMNEY: Court Denies Bid to Use Cash Collateral ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, denied the motion by Mister Chimney Cleaning and Repairs, Inc. to use cash collateral. The reasons for denial were stated on the record during the hearings. In its motion, the Debtor requested permission to use approximately $40,398 in existing cash, along with future revenue, to cover ordinary operating expenses such as payroll, rent, vendor payments, and insurance. The cash collateral is subject to a lien by On Deck, Inc., which holds a UCC-1 filing securing a debt of roughly $80,625, as well as a 2021 tax lien by the Internal Revenue Service. About Mister Chimney Cleaning and Repairs Inc. Mister Chimney Cleaning and Repairs, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-30283) on April 10, 2025. In the petition signed by Martin Nava-Mendoza, chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Dennis Montali oversees the case. Ryan C. Wood, Esq., at Law Offices of Ryan C. Wood, Inc., represents the Debtor as legal counsel. MODIVCARE INC: Nasdaq Notifies of MVPHS Deficiency -------------------------------------------------- ModivCare Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying the Company that for the 30 consecutive business days prior to May 5, 2025, the Company's market value of publicly held shares, which value calculation under applicable Nasdaq rule excludes shares held by beneficial owners of more than 10% of the Company's total shares outstanding and shares held by its officers and directors, closed below the $15,000,000 MVPHS threshold required for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(b)(3)(C). The Notice has no immediate effect on the listing of the Company's common stock on The Nasdaq Global Select Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has a compliance period of 180 calendar days, or until November 1, 2025, to regain compliance with the MVPHS requirement. To regain compliance, the Company's MVPHS must close at or above $15,000,000 for a minimum of 10 consecutive business days prior to the expiration of the 180-day compliance period. In the event that the Company does not regain compliance with the MVPHS requirement prior to the expiration of the 180-day compliance period, the Company will receive written notification from Nasdaq that the Company's securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq hearings panel. Alternatively, the Company may apply to transfer its securities to The Nasdaq Capital Market, provided that the Company then meets the continued listing requirements on The Nasdaq Capital Market. The Company intends to monitor its MVPHS and may, if appropriate, consider implementing available options to regain compliance with the MVPHS requirement. There can be no assurance that the Company will be able to regain compliance with the MVPHS requirement. About ModivCare ModivCare Inc. is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their members. At December 31, 2024, ModivCare had 1,654,332,000 in total assets, 1,692,806,000 in total liabilities, and 38,474,000 in total stockholders'deficit. * * * As reported by the Troubled Company Reporter in March 2025, S&P Global Ratings lowered its issuer credit rating on ModivCare Inc. to 'CCC+' from 'B'. The outlook is negative. MOLECULAR TEMPLATES: Taps Rock Creek Advisors as Financial Advisor ------------------------------------------------------------------ Molecular Templates, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Rock Creek Advisors, LLC as financial advisor. The firm will render these services: a. assist the Debtors in evaluating strategic financial alternatives; b. assist the Debtors with preparation of a 13-week cash forecast including professional fees related to these chapter 11 cases; c. assist the Debtors and its counsel in negotiations with various parties-in-interest; d. provide guidance to the Debtors in completing the necessary schedules, statements of financial affairs and related documents and reports; e. assist the Debtors with the preparation of data in order to prepare the petition, schedules, pleadings and fiduciary filings required in a bankruptcy proceeding; f. assist the Debtors with marketing any remaining assets, as requested, and act as the Debtors' sales agent, if necessary; g. assist the Debtor and counsel to provide the Debtors and/or the court any information necessary to confirm and consummate a plan in a bankruptcy proceeding; and h. support the Debtors in such other matters as the board of directors of the Debtors shall request or require from time to time. The firm will be paid at these rates: Managing Directors $450 to $610 per hour Managers and Senior Managers $325 to $450 per hour Associates and Staff $200 to $325 per hour Brian Ayers, managing director at Rock Creek Advisors, assured the court that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Brian Ayers Rock Creek Advisors, LLC 1738 Belmar Blvd. Belmar, NJ 07719 Phone: (201) 315-2521 Email: bayers@rockcreekfa.com About Molecular Templates Molecular Templates Inc. is a clinical-stage biopharmaceutical company established in 2001, focusing on the discovery and development of innovative, targeted biologic therapeutics. In particular, Molecular Templates specializes in developing proprietary "engineered toxin bodies" ("ETBs"), a next-generation biologic platform designed to treat cancer and other diseases. The ETBs that Molecular Templates has developed can target cancer in unique ways with the potential to overcome tumor resistance mechanisms. Molecular Templates Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 25-10739) on April 20, 2025. In its petition, the Debtor reports total assets as of April 18, 2025 of $2,492,278 and total debts as of April 18, 2025 of $29,416,746. Honorable Bankruptcy Judge Brendan Linehan Shannon handles the case. The Debtor is represented by Eric D. Schwartz, Esq., Andrew R. Remming, Esq., Austin T. Park, Esq., and Jake A. Rauchberg, Esq. at Morris, Nichols, Arsht & Tunnell LLP. Kurtzman Carson Consultants, LLC is the Debtors' claims & noticing agent. MOM CA INVESTO: Claims Filing Deadline Set for June 11 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware set June 11, 2025, at 5:00 p.m. (ET) as the last date and time for persons or entities to file proof of claims against MOM CA Investo LLC and its debtor-affiliates. The Court also set: (a) Aug. 27, 2025, at 5:00 p.m. (ET) as the deadline for governmental units to file their claims against against Debtors MOM CA Investco LLC, MOM AS Investco LLC, and MOM BS Investco LLC; (b) Sept. 8, 2025 at 5:00 p.m. (ET) as the deadline for any governmental unit to file a Proof of Claim against Debtors Retreat at Laguna Villas, LLC; Sunset Cove Villas, LLC; Duplex at Sleepy Hollow, LLC; Cliff Drive Properties DE, LLC; 694 NCH Apartments, LLC; Heisler Laguna, LLC; Laguna Festival Center, LLC; 891 Laguna Canyon Road, LLC; 777 AT Laguna, LLC; Laguna Art District Complex, LLC; Tesoro Redlands DE, LLC; Aryabhata Group LLC; Hotel Laguna, LLC; 4110 West 3rd Street DE, LLC; 314 S. Harvard DE, LLC; Laguna, HI, LLC; Laguna HW, LLC; The Masters Building, LLC; and 837 Park Avenue, LLC; and (c) Sept. 29, 2025 at 5:00 p.m. (ET) as the deadline for governmental units to file a Proof of Claim against Debtor Terra Laguna Beach, Inc. All Claimants must submit an original, written Proof of Claim that substantially conforms to Official Bankruptcy Form No. B 410 or the enclosed Proof of Claim Form so as to be actually received by Stretto by no later than 5:00 p.m. (prevailing Eastern Time) on or before the applicable Bar Date at the following address: By first-class mail MOM CA Investco LLC, et al., Claims Processing c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602 By overnight mail, courier, or hand delivery) MOM CA Investco LLC, et al., Claims Processing c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602 Alternatively, claimants may submit a Proof of Claim electronically through the Claims filing system available at https://cases.stretto.com/MOMCA/ If you have questions concerning the filing or processing of Claims, you may contact the Debtors' claims and noticing agent, Stretto, by calling the toll-free information line at (855) 559-0596 for U.S. claimants, or (720) 739-6551 for international claimants, or by submitting an online inquiry via Stretto's Website at https://cases.stretto.com/MOMCA/. 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. MOUSEROAR LLC: Seeks Chapter 11 Bankruptcy in New York ------------------------------------------------------ On May 13, 2025, MouseROAR LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of New York. According to court filing, the Debtor reports between $100,000 and $500,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About MouseROAR LLC MouseROAR LLC is a company operating in the motion picture and video industries. MouseROAR LLCsought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 25-10984) on May 13, 2025. In its petition, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. Honorable Bankruptcy Judge Christine M. Gravelle handles the case. The Debtors are represented by Joseph Casello, Esq. at Collins, Vella & Casello. NBG HOME: FS KKR Marks $32.7MM 1L Loan at 87% Off ------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $32,700,000 loan extended to NBG Home to market at $4,100,000 or 13% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to NBG Home. The loan accrues interest at a rate of 10% per annum. The loan matures on March 2026. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About NBG Home NBG Home is engaged in the production and distribution of consumer durables and apparel in the U.S. NEUEHEALTH INC: Stockholders OK Merger Proposal With NH Holdings ---------------------------------------------------------------- NeueHealth, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it held a special meeting of stockholders to consider certain proposals related to the Agreement and Plan of Merger, dated as of December 23, 2024, by and among NH Holdings 2025, Inc., a Delaware corporation ("Parent"), and NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Company. Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. On the terms and subject to the conditions set forth in the Merger Agreement, among other things, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, the Company will no longer be a public company. As of the close of business on April 11, 2025, the record date for the Special Meeting, there were 8,927,758 shares of common stock of the Company, par value $0.0001 per share, outstanding, 750,000 shares of Series A Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share, outstanding and 175,000 shares of Series B Convertible Perpetual Preferred Stock of the Company, par value $0.0001 per share, outstanding. Holders of shares of Company Common Stock were entitled to one vote per share on each of the Merger Agreement Proposal, the Adjournment Proposal and the Merger-Related Compensation Proposal. Holders of shares of Company Series A Preferred Stock (voting on an as-converted basis) were collectively entitled to a total of 3,388,898 votes on each of the Merger Agreement Proposal and the Adjournment Proposal. Holders of shares of Company Series B Preferred Stock (voting on an as-converted basis) were collectively entitled to a total of 2,182,376 votes on each of the Merger Agreement Proposal and the Adjournment Proposal. Holders of shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis) collectively entitled to a total of 8,597,939 votes, representing approximately 59.3% of the total voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (voting on an as-converted basis) entitled to vote at the Special Meeting, were virtually present or represented by proxy at the Special Meeting, constituting a quorum to conduct business with respect to a vote on the Merger Agreement Proposal and the Adjournment Proposal. Holders of a total of 5,564,234 shares of Company Common Stock, representing approximately 62.3% of the voting power of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting, were virtually present or represented by proxy at the Special Meeting, constituting a quorum to conduct business with respect to a vote on the Merger-Related Compensation Proposal. At the Special Meeting, the following proposals were considered: 1. Merger Agreement Proposal. A proposal to adopt the Merger Agreement, which provides that, among other things and on the terms and subject to the conditions set forth therein, the parties thereto will consummate the Merger, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent, pursuant to and in accordance with the Delaware General Corporation Law. 2. The Adjournment Proposal. One or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal. 3. The Merger-Related Compensation Proposal. Only in the case of holders of shares of Company Common Stock, a nonbinding, advisory proposal regarding certain compensation arrangements for the Company's named executive officers in connection with the Merger. Each proposal is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2025, as supplemented, and first mailed to the Company's stockholders on or about April 14, 2025. Each of the three proposals was approved by the requisite vote of the Company's stockholders. About NeueHealth Inc. Headquartered in Doral, FL, NeueHealth Inc. -- http://www.neuehealth.com/-- is a value-driven healthcare company rooted in the belief that every health consumer deserves high-quality, coordinated care. The Company operates through two primary segments -- NeueCare and NeueSolutions -- each focused on optimizing the healthcare experience for consumers, providers, and payors with a consumer-centric, value-based care model. NeueCare provides accessible, affordable healthcare across diverse populations, including those in the ACA Marketplace, Medicare, and Medicaid, through both owned and affiliated clinics. NeueSolutions empowers providers and medical groups to succeed in performance-based care models. This segment also participates in the Centers for Medicare & Medicaid Innovation's (CMMI) ACO REACH program, ensuring high-quality healthcare access for Medicare beneficiaries. In its report dated March 21, 2025, Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification attached in the Company's Form 10-K for the year ended Dec. 31, 2024, stating that the Company has a history of operating losses, negative cash flows from operations and does not have sufficient cash on hand or available liquidity to meet its obligations. These conditions raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Neuehealth had $544.38 million in total assets, $930.49 million in total liabilities, $48.58 million in redeemable noncontrolling interests, $747.48 million in redeemable series A preferred stock, $172.94 million in redeemable series B preferred stock, and a total shareholders' deficit of $1.36 billion. NEW DIRECTION: Gets Final OK to Use Cash Collateral --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, granted New Direction Home Health Care of DFW Inc. final authorization to use its secured lenders' cash collateral. The final order authorized New Direction to use cash collateral to pay the expenses set forth in its one-month budget, plus 15% per line item and 15% overall. Timberland Bank, US Foods, Inc., CFG Merchant Solutions LLC and the Internal Revenue Service, are the secured lenders claiming liens on New Direction's personal property. The lenders will be provided with protection in the form of post-petition liens, a priority claim in New Direction's Chapter 11 bankruptcy case, and cash flow payments. A copy of the court's order and the budget is available at https://shorturl.at/9bC1o from PacerMonitor.com. About New Direction Home Health Care of DFW New Direction Home Health Care of DFW, Inc. provides personalized and compassionate home health care services. New Direction sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-44654) on December 17, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Chiketa Kelly Williams, administrator, signed the petition. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. NEW ERA: FS KKR Marks $24.9-Mil. 1L Loan at 23% Off --------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $24,900,000 loan extended to New Era Technology Inc. to market at $19,200,000 or 77% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to New Era Technology Inc. The loan accrues interest at a rate of 6.3% per annum. The loan matures on October 2026. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About New Era Technology Inc. New Era Technology, Inc. provides information technology services. The Company offers collaboration, cloud, data networking, security, and managed service solutions. New Era Technology serves customers worldwide. NEW ERA: FS KKR Marks $4.7-Mil. 1L Loan at 23% Off -------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $4,700,000 loan extended to New Era Technology Inc. to market at $3,600,000 or 77% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to New Era Technology Inc. The loan accrues interest at a rate of 6.30% per annum. The loan matures on October 2026. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About New Era Technology Inc. New Era Technology, Inc. provides information technology services. The Company offers collaboration, cloud, data networking, security, and managed service solutions. New Era Technology serves customers worldwide. NEW HOME: Moody's Affirms 'B2' CFR & Alters Outlook to Positive --------------------------------------------------------------- Moody's Ratings affirmed the B2 corporate family rating, B2-PD probability of default rating and B2 senior unsecured rating of The New Home Company Inc. This action follows the company's announcement that it entered into a definitive agreement to acquire Landsea Homes Corp for a cash purchase price of about $1.2 billion. The outlook was changed to positive from stable. The positive outlook reflects Moody's expectations that upon closing of the Landsea acquisition, New Home will emerge with a stronger financial and business profile, including lower leverage, improved scale and greater geographic diversification. The outlook also incorporates Moody's expectations that New Home will make meaningful progress integrating Landsea while successfully executing its organic growth targets in Seattle, Portland, Houston and Austin. The transaction is expected to be deleveraging in nature and pro forma for the transaction, gross homebuilding debt to book capitalization declines meaningfully from 50% as of March 31, 2025. "The addition of Landsea's land inventory significantly increases New Home's size and scale, creating the 25th largest homebuilder in the US in terms of home closings" said Griselda Bisono, Vice President-Senior Analyst at Moody's Ratings. The acquisition provides an entrance for New Home into two new markets -- Dallas and Central Florida -- and increases the company's presence in Northern California, Southern California, Denver and Phoenix. In addition, New Home's product mix of entry-level homes, a segment that is expected to grow faster than other housing categories, will increase to 79% on a proforma basis from 64% as of March 31, 2025. The transaction will be financed primarily with a combination of new cash equity of $650 million from New Home's majority shareholder, Apollo, and committed land banking capital from Millrose Properties. The transaction is expected to close early in the third quarter of 2025. New Home's ratings and outlook are subject to the execution of the transaction as currently proposed and Moody's reviews of final documentation. RATINGS RATIONALE New Home's B2 CFR reflects the company's conservative land supply strategy, focus on the construction of more affordable homes and continued deleveraging. These factors are offset by the company's small scale relative to publicly rated industry peers, a thin net worth position and geographic concentration in the state of California. The Landsea acquisition will make great strides in mitigating some of these risks. Finally, the rating reflects industry cost pressures, including land, labor and materials that could negatively impact gross margin, as well as the cyclical nature of the homebuilding industry that could lead to protracted revenue declines. Moody's expects the homebuilding sector to experience near-term volatility and a degree of softness in light of economic uncertainties and weak consumer confidence, which could impact New Home's ability to successfully integrate the Landsea acquisition. Moody's expects liquidity to remain adequate over the next 18 months, despite Moody's forecasts for negative free cash flow in 2025 and 2026 as a result of increased investment to grow the business. Moody's expects New Home to upsize its existing revolving credit facility to $600 million from $250 million, contingent on the close of the Landsea acquisition. Moody's assessments of New Home's liquidity incorporates ample availability on the company's revolver, no near-term maturities and sufficient cushion on financial covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded should New Home close and successfully integrate the Landsea acquisition, resulting in increased scale and geographic diversification. A ratings upgrade would also reflect the maintenance of conservative credit metrics, including homebuilding debt to book capitalization below 50% and EBIT to interest coverage maintained above 3.0x. Finally, upward ratings movement would require maintenance of positive industry conditions, good liquidity and sustained positive free cash flow to fund growth. The ratings could be downgraded if debt to book capitalization approaches 60%, EBIT to interest coverage declines below 2.0x, or if the company's liquidity were to weaken. A downgrade could also result from weakening industry conditions causing meaningful declines in revenue and gross margin. The principal methodology used in these ratings was Homebuilding And Property Development published in October 2022. NEWS DIRECT: Gets OK to Use $101K in Cash Collateral Until June 18 ------------------------------------------------------------------ News Direct Corp. received fifth interim approval from the U.S. Bankruptcy Court for the District of Connecticut to use up to $101,999.37 in cash collateral to pay its expenses. The fifth interim order authorized the company to use cash collateral for the period from May 15 to June 18 in accordance with its budget, with a permitted line-item variance of up to 10%. Old National Bank, a secured creditor, was granted a replacement lien on assets acquired by the company after the petition date to protect the bank's interests in the cash collateral. In addition, Old National Bank will receive a monthly payment of $15,000 as further protection. The next hearing is scheduled for June 17. About News Direct Corp. News Direct Corp. is a news and content distribution platform in Norwalk, Conn. News Direct sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 25-50005) on January 3, 2025, with up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Julie A. Manning handles the case. The Debtor is represented by Scott M. Charmoy, Esq., at Charmoy & Charmoy. Old National Bank, as secured creditor, is represented by: Kristin B. Mayhew, Esq. Pullman & Comley, LLC 850 Main Street P.O. Box 7006 Bridgeport, CT 06601-7006 Phone: 203-330-2000 Fax: 203-576-8888 kmayhew@pullcom.com NJ CITY UNIVERSITY: Moody's Alters Outlook on 'Ba2' Ratings to Pos. ------------------------------------------------------------------- Moody's Ratings has revised New Jersey City University's (NJ) outlook to positive from stable and has affirmed its Ba2 issuer and revenue bond ratings. The university recorded $240 million of outstanding debt at fiscal end June 30, 2024. Revision of New Jersey City University's (NJCU) outlook to positive from stable reflects continued financial improvement and significantly reduced operating losses. NJCU also has strategically monetized real estate assets, strengthening reserves and enabling critical capital investments. While challenges remain, swift operational realignment and continued state support strengthen its position as a viable partner in recently announced merger plans with Kean University. Improvements in financial strategy, risk management, and management credibility are governance considerations and key drivers of this rating action. RATINGS RATIONALE The affirmation of NJCU's Ba2 issuer rating reflects its role as a public university and Hispanic Serving Institution (HSI) for the State of New Jersey (A1 positive), providing critical access to a diverse student population. NJCU's leadership continues to execute strategic operational improvements, demonstrated by a 9% EBIDA margin, 1.7x debt service coverage, and 61 monthly days cash on hand (DCOH) in fiscal 2024. State stabilization funds totaling $17 million across fiscal 2024 and 2025, along with oversight from a state-appointed fiscal monitor, further support credit quality. Despite these improvements, NJCU faces ongoing challenges including enrollment pressure, high leverage, and weak wealth to expenses. Recent enrollment declines were exacerbated by the fall 2024 FAFSA-related disruptions and a July 2024 cyberattack. In response, the university adjusted its fiscal 2025 budget to reflect a 5% tuition decline, but projects a modest operating surplus. High leverage and age of plant are being addressed with deployment of real estate monetization, state funds, and subleases. Savings will help offset the roughly $3 million increase in fiscal 2026 debt service. On May 15, 2025, NJCU and Kean University (A2 stable) signed a non-binding Letter of Intent (LOI) outlining a proposed merger, under which Kean would assume control of NJCU. The LOI sets a framework for integration and regulatory approvals, with a target merger date of June 1, 2026. If no definitive agreement is reached by April 30, 2026, the LOI will expire. If completed, the proposed transaction offers strong potential to enhance NJCU's long-term sustainability and credit profile. The Ba2 revenue bond ratings incorporate the university's issuer level credit characteristics and general obligation to pay, with a first lien pledge on tuition and fee revenue. RATING OUTLOOK The positive outlook reflects Moody's expectations that NJCU's financial turnaround efforts will support a Moody's-calculated EBIDA margin of at least 8-10% in fiscal 2025, with debt service coverage exceeding 1x and at least steady monthly liquidity. Sustained financial stabilization enhances the university's positioning for a successful merger with Kean University, an outcome likely to improve NJCU's long-term credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -Successful completion of the merger with LOI partner Kean University, NJ -- Material and sustained improvement in operating performance, contributing to sustained debt service coverage of over 1.5x and liquidity over 60 days cash on hand -- Improved brand and strategic positioning reflected in stronger enrollment patterns and revenue growth -- Over time, deleveraging to a more sustainable debt profile FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Inability to continue financial and operational improvements resulting in deterioration of financial performance -- Decline in available financial reserves; breach of financial covenants PROFILE New Jersey City University is a four-year public university with several sites in Jersey City, NJ and in close proximity to New York City. NJCU also operates the A. Harry Moore School, a state-funded school for children with disabilities. For fiscal 2024, NJCU' recorded operating revenue of approximately $147 million and in fall 2024, enrolled 4,497 full-time equivalent (FTE) students. METHODOLOGY The principal methodology used in these ratings was Higher Education published in July 2024. NORDAM GROUP: Fitch Affirms & Then Withdraws B- IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed and withdrawn The NORDAM Group LLC's 'B-' Long-Term Issuer Default Rating (IDR). The Rating Outlook is Stable. Fitch has withdrawn The NORDAM Group LLC's 'B-' IDR for commercial reasons. Key Rating Drivers Negative FCF; Improvement Expected: Fitch expects NORDAM's FCF to improve over the next several years as the company benefits from improved performance, manages working capital and improves capital efficiency. However, FCF over the next year will be weighed down by non-recurring engineering costs (NREs) and higher capex spend, but forecasted to be positive thereafter. Fitch expects capex to normalize in the outer years as the company continues to focus on capital utilization. Small Size, Limited Scale: Fitch views NORDAM's size and scale as limiting factors for its credit profile. Larger companies can typically more easily absorb cost overruns and production rate changes amid adverse market conditions or contract terms. The company's contract concentration previously contributed to financial distress when one program, the PW800, experienced significant regulatory approval delays and led to a contract dispute, resulting in bankruptcy. However, Fitch believes that cost overruns experienced in 2017 and 2018 are less likely in the intermediate term since the company is not currently exposed to a contract as large as in that period. End Market Diversification: Despite its smaller size, Fitch considers NORDAM's current portfolio relatively diversified within the Aerospace & Defense sector, with exposures to business jets, commercial aircraft, and military programs. The company also benefits from both new production and MRO work. Fitch expects NORDAM will continue to diversify its product offerings by competing on opportunities in various arenas, including space and transparency products. Peer Analysis The NORDAM Group LLC is one of the smaller suppliers in Fitch's aerospace and defense portfolio, lacking meaningful size and scale compared to peers such as Spirit Aerosystems, Inc. (not rated) and TransDigm, Inc. (not rated). Key Assumptions - Revenue grows in the mid-single-digits over the forecast, supported by strong air travel demand, expected increases in aircraft production rates, and stable business jet markets. - EBITDA margins in the low-double-digits, supported by topline growth, better facility utilization, and disciplined contract management. - Capex spending between 2.0%-3.5% of annual revenue. - FCF is neutral to negative in 2025 before turning modestly positive in 2026 and beyond. RATING SENSITIVITIES Not relevant as the ratings have been withdrawn. Liquidity and Debt Structure NORDAM has sufficient liquidity, comprised of cash and revolving credit facility availability. Fitch believes this is adequate to cover the company's near-term capital requirements, such as capex and working capital fluctuations. Issuer Profile The NORDAM Group LLC is a private aerospace and defense company that serves business jet, commercial aircraft and military aircraft customers. The company operates in two main segments: manufacturing and MRO. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- The NORDAM Group LLC LT IDR B- Affirmed B- LT IDR WD Withdrawn NORTH AMERICAN CONSTRUCTION: DBRS Finalizes BB(high) Rating ----------------------------------------------------------- DBRS Limited finalized its provisional credit rating of BB (high) with a Stable trend on North American Construction Group Ltd.'s $225 million Senior Unsecured Notes due May 1, 2030. The Notes have a Recovery Rating of RR4. The Notes will be a senior unsecured obligation of the Company and will rank pari passu with all of its existing and future senior unsecured indebtedness. The Company intends to use the net proceeds from this issuance to repay existing indebtedness. Notes: All figures are in Canadian dollars unless otherwise noted. NORTHVOLT AB: To Cease Production in June 2025 w/ No Buyer Found ---------------------------------------------------------------- Rafaela Lindeberg of Bloomberg News reports that Northvolt AB will halt cell production at its final operating factory in northern Sweden by the end of June 2025, marking the collapse of what was once seen as Europe's most promising battery manufacturer. The decision to shut down operations comes after the trustee managing the bankruptcy estate found no potential buyers to take over the company, according to a statement released Thursday, May 22, 2025, that confirmed an earlier Bloomberg News report. About Northvolt AB Northvolt AB was established in 2016 in Stockholm, Sweden. Pioneering a sustainable model for battery manufacturing, the company has received orders from several leading automotive companies. The company is currently delivering batteries from its first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from its R&D and industrialization campus, Northvolt Labs, in Vasteras, Sweden. On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577). The cases are before the Honorable Alfredo R. Perez. Northvolt is being advised by Teneo as its restructuring and communications advisor. Kirkland & Ellis LLP, A&O Shearman and Mannheimer Swartling Advokatbyra AB are serving as legal counsel. The company has also engaged Rothschild & Co to run its marketing process. Stretto is the claims agent. NOSTRUM LABORATORIES: Gets Court Okay for $1.75MM Sale of Facility ------------------------------------------------------------------ Vince Sullivan of Law360 Bankruptcy Authority reports that bankrupt pharmaceutical company Nostrum Laboratories won approval from a New Jersey court to sell its Ohio facility for $1.75 million, after resolving disputes with the buyer and lenders over expenses related to removing controlled substances from the property. About Nostrum Laboratories Inc. Nostrum Laboratories Inc. operates as a pharmaceutical company. The Company offers sucralfate, and theophylline extended release (ER) tablets, as well as piroxicam capsules, and carbamazepine ER capsules. Nostrum Laboratories Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-19611) on Sept. 30, 2024. In the petition filed by James Grainer, as chief financial officer, the Debtor estimated assets between $50,000 and $100,000 and estimated liabilities between $10 million and $50,000. The Honorable Bankruptcy Judge John K. Sherwood handles the case. The Debtor is represented by David L. Bruck, Esq. at GREENBAUM, ROWE, SMITH & DAVIS LLP, in Iselin, New Jersey. OAKLAND VILLAGE: Gets Interim OK to Use Cash Collateral ------------------------------------------------------- Oakland Village Associates FL, LLC got the green light from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando, Division, to use cash collateral. At the hearing held on May 21, the court authorized the Debtor's interim use of cash collateral and set a further hearing on June 18, at 2:00 p.m. The Debtor owns 12 fully leased duplexes in Altamonte Springs, Florida, which are currently considered affordable housing but are being transitioned to market-rate units. Wilmington Trust, N.A., the lender, initiated foreclosure proceedings in January 2025 over alleged missed mortgage payments starting in May 2024. The Debtor disputes the default, citing available reserve funds the lender refused to apply. The Debtor needs to use approximately $8,841 in cash collateral for essential operating expenses, including utilities, maintenance, and vendor payments. As adequate protection, it offers the lender a replacement lien on post-petition cash collateral to the same extent and priority as its pre-petition lien. The Debtor argued that the lender is adequately protected by significant equity in the property, estimated to be worth $7.2 million. The Debtor projects $32,580 in total income and $8,841 in total expenses for May-June 2025. About Oakland Village Associates FL LLC Oakland Village Associates FL LLC is a real estate company based in Orlando, Florida. Oakland Village Associates FL LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-02805) on May 5, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Lori V. Vaughan handles the case. The Debtors are represented by Justin M. Luna, Esq., at LATHAM LUNA EDEN & BEAUDINE LLP. Wilmington Trust, N.A., as lender, is represented by: Ryan C. Reinert, Esq. Bridget M. Dennis, Esq. SHUTTS & BOWEN LLP 4301 W. Boy Scout Blvd., Suite 300 Tampa, FL 33607 Telephone: (813) 229-8900 Email: bdennis@shutts.com rreinert@shutts.com OFFSHORE SAILING: Seeks Subchapter V Bankruptcy in Florida ---------------------------------------------------------- On May 21, 2025, Offshore Sailing School Ltd. Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Florida. According to court filing, the Debtor reports $2,277,797 in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About Offshore Sailing School Ltd. Inc. 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. Offshore Sailing School Ltd. Inc.sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00921) on May 21, 2025. In its petition, the Debtor reports total assets as of Feb. 28, 2025 amounting to $611,760 and total liabilities as of Feb. 28, 2025 totalling $2,277,797. The Debtors are represented by Leon Williamson, Esq. at WILLIAMSON LAW FIRM. ONE CALL: FS KKR Marks $30.2-Mil. 2L Loan at 16% Off ---------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $30,200,000 loan extended to One Call Care Management Inc. to market at $25,300,000 or 84% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a Second Lien Senior Secured Loan to One Call Care Management Inc. The loan accrues interest at a rate of 8.5% per annum. The loan matures November 2028. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About One Call Care Management Inc. One Call Care Management Inc. is engaged in the distribution of health care equipment and services in the U.S. OSTEEN'S LOAD: Court Extends Cash Collateral Access to July 10 -------------------------------------------------------------- Osteen's Load and Go, LLC received another extension from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division to use cash collateral through July 10. The court issued its fifth preliminary order authorizing the company to use cash collateral to pay the expenses set forth in its budget, with a 10% variance allowed. The company's budget projects total operating expenses of $276,354.12 from May to July. As protection for the company's use of its cash collateral, the U.S. Small Business Administration was granted a post-petition lien on cash collateral to the same extent and with the same validity and priority as its pre-bankruptcy lien. The next hearing will be held on July 10. About Osteen's Load and Go Osteen's Load and Go, LLC is a dumpster rental service provider serving residential and commercial customers. Osteen's sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06079) on November 7, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Larry Osteen, manager, signed the petition. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by: Jeffrey Ainsworth, Esq. BransonLaw, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-498-6834 Email: jeff@bransonlaw.com OUTFRONT MEDIA: Board Declares $0.30 Dividend Payable June 30 ------------------------------------------------------------- OUTFRONT Media Inc. (NYSE: OUT) announced that its board of directors has declared a quarterly cash dividend on the Company's common stock of $0.30 per share payable on June 30, 2025, to shareholders of record at the close of business on June 6, 2025. About OUTFRONT Media Inc. Headquartered in New York, OUTFRONT Media Inc. leases advertising space on out-of-home advertising structures and sites. As of December 31, 2024, OUTFRONT Media had $5.2 billion in total assets, $4.4 billion in total liabilities, $133. million in commitments and contingencies, and $649 million in total equity. * * * Egan-Jones Ratings Company, on September 10, 2024, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by OUTFRONT Media Inc. PALATIN TECHNOLOGIES: Moves to OTC Pink After NYSE Delisting Notice ------------------------------------------------------------------- Palatin Technologies Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received notice from NYSE Regulation that it had suspended trading of the Company's common stock on the NYSE American LLC stock exchange and determined to commence proceedings to delist the Company's common stock from the NYSE American as a result of its determination that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company's common stock. Trading of the Company's common stock on the NYSE American was suspended on May 7, 2025 and began trading on the OTC Pink Market on May 8, 2025. "We are disappointed with the delisting determination," said Carl Spana, Ph.D., President and CEO of Palatin Technologies. "We continue to believe the Company has valuable assets and the actions of NYSE American will in no way deter our commitment to advance our business plan and increase stockholder value." The Company has a right to a review of NYSE Regulation's determination to delist the Company's common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange. The Company is currently assessing the viability of such an appeal. NYSE Regulation's notice also stated that the Company remains subject to the delisting letter dated April 10, 2025 in relation to the NYSE American Company Guide commencing delisting procedures against the Company pursuant to Section 1009(a) of the NYSE American Company Guide as the Company was unable to demonstrate that it had regained compliance with Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide by the end of the maximum 18-month compliance plan period, which expired on April 10, 2025. About Palatin Headquartered in New Jersey, Palatin Technologies Inc. -- www.Palatin.com -- is a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor systems, with targeted, receptor-specific product candidates for the treatment of diseases with significant unmet medical need and commercial potential. Palatin's strategy is to develop products and then form marketing collaborations with industry leaders to maximize their commercial potential. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated Sept. 30, 2024, citing that the Company has incurred operating losses and negative cash flows from operations since inception and will need additional funding to complete planned product development efforts that raise substantial doubt about its ability to continue as a going concern. PAP-R PRODUCTS: Court Amends Second Interim Cash Collateral Order ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Illinois granted requests to amend its second interim order that authorized Pap-R Products Company to use cash collateral until July 31. Pap-R and its secured creditors, including SouthStar Financial, LLC requested the court to amend the second interim order to add a provision that states that a default by the company under the court's "factoring" order constitutes a default under the second interim order and vice versa. The factoring order issued on May 13 authorized Pap-R to enter into a factoring agreement with SouthStar and obtain post-petition financing. SouthStar Financial is represented by: Howard Marc Spector, Esq. Spector & Cox, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Phone: (214) 365-5377 Fax: (214) 237-3380 hspector@spectorcox.com About Pap-R Products Company Pap-R Products Company specializes in a wide range of coin and currency wrapping solutions. Its product lineup includes flat coin wrappers, automatic coin rolls, currency bands, and specialized wraps for items such as napkins and canceled checks. It also offers custom imprinting services for most products, excluding basic bill bands and storage boxes. Pap-R Products filed Chapter 11 petition (Bankr. S.D. Ill. Case No. 25-60040) on March 3, 2025, listing between $10 million and $50 million in both assets and liabilities. Kenneth Scott Ware, president of Pap-R Products, signed the petition. Judge Mary E. Lopinot oversees the case. Larry E. Parres, Esq., at Lewis Rice, LLC, is the Debtor's legal counsel. PARAGON INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Paragon Industries, Inc 3378 West Highway 117 Sapulpa, OK 74066 Business Description: Paragon Industries, Inc. manufactures steel pipe products used in the oil and gas, construction, and fire protection industries. Based in Sapulpa, Oklahoma, the Company offers services such as heat treatment, threading, and fabrication. Its product range includes mechanical, sprinkler, line pipe, OCTG, and construction pipes, with a customer base extending across North and South America. Chapter 11 Petition Date: May 21, 2025 Court: United States Bankruptcy Court Eastern District of Oklahoma Case No.: 25-80433 Debtor's Counsel: Clayton D. Ketter, Esq. PHILLIPS MURRAH P.C. 424 NW 10th Street, Suite 300 Oklahoma City, OK 73103 Tel: 405-235-4100 Fax: 405-235-4133 E-mail: cdketter@phillipsmurrah.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million Derek Wachob, in his role as president and sole director, signed the petition. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/WJ3U4SY/Paragon_Industries_Inc__okebke-25-80433__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Allied Engineering And Trade Debt $204,540 Machine Products 594 Sawdust Road No 375 The Woodlands, TX 77380 2. AM NS Calvert LLC Trade Debt $20,175,073 1 AM NS Way Calvert, AL 36513 3. Champion Energy Trade Debt $935,147 Po Box 4336 Houston, TX 77210-4336 4. Chicago Roll Co Trade Debt $265,280 970 North Lombard Rd Lombard, IL 60148 5. Commercial Steel Products LLC Trade Debt $772,219 3626 North Hall St Suite 910 Dallas, TX 75219 6. Edgen Murray Corp Trade Debt $1,623,872 Po Box 844733 Dallas, TX 75284-4733 7. Hectom Industries Inc Trade Debt $262,471 440 Cobia Dr Suite 204 Katy, TX 77494 8. Hub International Mid-America Trade Debt $293,230 6100 South Yale Ave Suite 1900 Tulsa, OK 74136 9. Inserpetrol Inc Trade Debt $1,082,400 15201 East Freeway Suite 116 Channelview, TX 77530 10. IPFS Corporation Trade Debt $264,729 Po Box 730223 Dallas, TX 75373-0223 11. JPF Ultrasonic Technologies Inc Trade Debt $465,770 Po Box 2106 Channelview, TX 77530 12. Nucor Steel Corporation Trade Debt $33,720,288 Po Box 101140 Atlanta, GA 30392-1140 13. Ogande Utilities $603,850 Po Box 24990 Oklahoma City, OK 73126-0040 14. Sherwin Williams Trade Debt $218,581 Po Box 741604 Atlanta, GA 30374-1604 15. Tejas Tubular Products Inc Trade Debt $680,328 8526 Green River Drive Houston, TX 77028 16. Texas Pipe Works Inc Trade Debt $240,983 Po Box 2937 Longview, TX 75606 17. Thermatool Corp Trade Debt $311,124 31 Commerce Street East Haven, CT 06512 18. Travelers Insurance $289,502 98932 Collections Center Drive Chicago, IL 60693-8932 19. UHS Premium Billing Trade Debt $366,591 Po Box 94017 Palatine, IL 60094-4017 20. WIT Services Trade Debt $1,794,527 PHILLIPS TOTAL: Gets Final OK to Use Cash Collateral ---------------------------------------------------- Phillips Total Care Pharmacy, Inc. received final approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to use the cash collateral of Bank of Wisconsin Dells. The final order authorized the company's use of cash collateral until the effective date of a confirmed Chapter 11 reorganization plan or until the occurrence of so-called "events of default" that result in the termination of its authority to use the collateral. Bank of Wisconsin Dells asserts a security interest in assets of the company, including cash collateral based on the loan made to its affiliate, Phillips Drugstore, Inc., with the company as guarantor. The lender is owed $999,778.16 as of the petition date. As protection for the use of its cash collateral, Bank of Wisconsin Dells was granted replacement liens on assets acquired or generated by the company after the petition date, including cash, accounts receivable, inventory and the proceeds thereof. In addition, the lender was granted a superpriority administrative expense claim as further protection. A copy of the court's order and the budget is available at https://shorturl.at/aGmcx from PacerMonitor.com. Bank of Wisconsin Dells is represented by: Sara C. McNamara, Esq. Reinhart Boerner Van Deuren s.c. 1000 North Water Street, Suite 1700 Milwaukee, WI 53202 (414) 298-1000 smcnamara@reinhartlaw.com About Phillips Total Care Pharmacy Phillips Total Care Pharmacy Inc. is a retail pharmacy based in Mauston, Wis. Phillips Total Care Pharmacy sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 25-10699) on March 28, 2025. In its petition, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Beth E. Hanan oversees the case. Claire Ann Richman, Esq., and Michael P. Richman, Esq., at Richman & Richman, LLC are the Debtor's bankruptcy attorneys. The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. POOLE FUNERAL: Gets Interim OK to Use Cash Collateral Until July 17 ------------------------------------------------------------------- Poole Funeral Home Real Estate, LLC and affiliates got the green light from the U.S. Bankruptcy Court for the Eastern District of Tennessee, Chattanooga Division, to use cash collateral. The court's order authorized the Debtors' interim use of cash collateral until July 17 to pay the expenses set forth in their budget, with a 10% variance allowed. As protection, The Bancorp Bank, N.A. will be granted a post-petition lien on the cash collateral and all other post-petition assets of the Debtors to the same extent and with the same validity and priority as their pre-bankruptcy liens. In addition, Bancorp Bank will receive payments of $65,000 due on June 2 and July 2. A final hearing is set for July 17. The Debtors, owners of the Poole funeral home brand, filed for Chapter 11 on May 12 in response to financial distress caused by fraud and deceptive business practices during a failed sale process. They aim to stabilize operations and pursue a restructuring that preserves the business and maximizes value. Bancorp Bank holds a security interest in all of the Debtors' cash collateral, and the Debtors currently have at least $15 million in assets. About Poole Funeral Home Real Estate Poole Funeral Home Real Estate, LLC operates Poole Funeral Homes at Woodstock, a locally owned funeral facility in North Georgia. The Company offers burial, cremation, veteran, green burial, and personalization services, along with caskets and urns. It emphasizes community-focused service, positioning itself as an alternative to corporately owned funeral providers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 25-11197) on May 12, 2025. In the petition signed by Brian K. Poole, CEO, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Nicholas W. Whittenburg oversees the case. Roy Michael Roman, Esq., at RMR Legal PLLC, represents the Debtor as bankruptcy counsel. PPS PROPERTY: Taps Robert C. Nisenson as Bankruptcy Counsel ----------------------------------------------------------- PPS Property 1213-1215 Putnam Ave. LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Robert C. Nisenson, LLC to handle its Chapter 11 bankruptcy proceedings. The Debtor will pay a retainer of $1,500 and $1,726 for filing fees and will be billed at the rate of $350 per hour. Robert C. Nisenson LLC is a disinterested person under 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Robert C. Nisenson, Esq. ROBERT C. NISENSON, LLC 10 Auer Court East Brunswick, NJ 08816 Tel: (732) 238-8777 Email: r.nisenson@rcn-law.com About PPS Property 1213-1215 Putnam Ave. LLC PPS Property 1213-1215 Putnam Ave. LLC is a single-asset real estate company based in Plainfield, New Jersey, operates a property at 1213-1215 Putnam Avenue. PPS Property 1213-1215 Putnam Ave. LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 25-10171) on January 7, 2025. In its petition, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. Robert C. Nisenson, Esq., at Robert C. Nisenson, LLC, represents the Debtor as counsel. PR BINGHAM: Taps MMGREA LLC , ParaSell Inc as Real Estate Brokers ----------------------------------------------------------------- PR Bingham, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ MMGREA LLC in association with ParaSell, Inc. as brokers. The brokers will market and sell the Debtor's apartment complexes located at 2725 West 16th Street, Anderson, Indiana 46011, which contains 109 one, two, and three bedroom units, and at 1801 North Madison Avenue, Anderson, Indiana 46011, which contains 89 one, two and three bedroom units. The broker shall be paid a fee equal to 6 percent of the purchase price. The broker is a disinterested party and does not have an adverse relationship to this case, according to court filings. The firm can be reached through: Michael Sullivan MMGREA, LLC 712 Westport Road Kansas City, MO 64111 Tel: (913) 484-7923 Email: michael.sullivan@mmgrea.com - and - Scott Reid ParaSell, Inc. 940 South Coast Drive, Suite 100 Costa Mesa, CA 92626 Tel: (949) 942-6585 Email: broker@parasellinc.com About PR Bingham LLC PR Bingham LLC is engaged in real estate. PR Bingham sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 25-02164) on April 18, 2025. Judge Jeffrey J. Graham presides over the case. Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC represents the Debtor as counsel. PREMIER DENTAL: Moody's Lowers CFR to Caa3, Outlook Remains Stable ------------------------------------------------------------------ Moody's Ratings downgraded Premier Dental Services, Inc. (d/b/a Sonrava Health or Sonrava)'s corporate family fating to Caa3 from Caa2 and probability of default rating to Caa3-PD from Caa2-PD. At the same time, Moody's downgraded the Sonrava Health Holdings, LLC instrument-level ratings on the senior secured first-out term loans to B3 from B2 and senior secured second-out term loans and senior secured second-out revolving credit facility to Caa3 from Caa2. The outlook remains stable. The ratings downgrade reflects a significant deterioration in operating performance and liquidity. Despite some cash equity from the financial sponsor in 4Q24, and the company exiting some of its unprofitable stores, performance was negatively impacted by a general decline in dental visits, as a result Sonrava's financial leverage remained highly elevated. Moody's expects the financial leverage to remain above 10x in the next 12-18 months, making the capital structure unsustainable. RATINGS RATIONALE Sonrava's Caa3 corporate family rating is constrained by its high leverage, resulting from significant earnings deterioration in 2024 and the issuance of additional debt in the 2024 recapitalization transaction. Moody's expects leverage to remain elevated at over 10 times over the next 12 to 18 months. Sonrava's ratings are further constrained by high concentration in California and exposure to lower income patients who either pay out of pocket or use Sonrava's installment plans or third party financing. Without meaningful EBITDA growth, the long-term capital structure will remain unsustainable. The rating benefits from Sonrava's focus on general dentistry, as one of the largest DSOs with a nationwide footprint. General dentistry will continue to benefit from favorable demographic tailwinds. Sonrava's acquisition of MADP has diversified its geographic mix decreasing California exposure and improving payor mix. Company's new management started a turnaround effort that resulted in 2025 performance improvement versus 2024. Moody's expects that Sonrava's liquidity will be weak over the next 12-18 months with cash on hand of $26 million as of the March 31, 2025 and $25 million available on second-out revolving credit facility. Moody's expects that Sonrava will have negative free cash flow over the next 12-18 months and might draw on its revolver during the forecast period. The PIK features on the term loan tranches will continue to save the company on cash interest expense, however, the second-out term loans A and B will switch back to cash interest payment in the middle of 2026. There is a holiday on the springing net leverage covenant until 2026, and Moody's expects the company to be in compliance with the springing net leverage covenant during the forecast period but the company might not be in compliance with the minimal liquidity covenant. The B3 ratings on the first-out tranche A-1 term loan and first-out tranche A-2 term loan reflect the instruments' first priority position with respect to the first-out tranche B term loan (also rated B3), the second-out term loans (rated Caa3) and second-out revolving credit facility (rated Caa3). The Caa3 rating on the second-out debt reflects the weak expected recovery in a default scenario. The stable outlook reflects Moody's views that Sonrava's financial leverage will remain high over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Sonrava improves its liquidity position, sustaining positive free cash flow generation. The ratings could also be upgraded if the company materially improves its profitability and earnings, leading to a significant decline in leverage and a lower probability of default. Ratings could be downgraded if operating performance and liquidity further deteriorate. Further rising likelihood of debt impairment could also lead to a ratings downgrade. Sonrava provides full service general, specialty and orthodontic dentistry services and is among the largest providers of dentistry services in the State of California. Sonrava has a combined footprint of approximately 508 offices in 21 states with significant presence in California, Texas, Colorado, Ohio, North Carolina, Arizona and Illinois. Sonrava is owned by New Mountain Capital; and generated revenues around $850 million for the LTM period ending December 31, 2024. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PROVIDENTIAL LENDING: Hires Real Estate Investors as Counsel ------------------------------------------------------------ Providential Lending Services LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire The Real Estate Investors Law Firm, LLC as its counsel. The firm's services include: a. advising the Debtor with respect to its rights, powers and duties in the continued operation and management of its business; b. preparing and pursuing confirmation of a plan of reorganization and approval of a disclosure statement; c. preparing necessary applications, motions, answers, proposed orders, other pleadings, notices and reviewing all financial and other reports; d. advising the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed by other parties; e. appearing in Court to protect the interests of the Debtor; f. representing the Debtor in connection with use of cash collateral ad/or obtaining post-petition financing; g. advising and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; h. investigation the nature and validity of liens asserted against the property of the Debtor, and advising the Debtor concerning the enforceability of said liens; i. investigating and advising the Debtor concerning, and taking such action as may be necessary to collect, income and assets in accordance with applicable law, and the recovery if property for the benefit of the Debtor's estate; j. advising and assisting the Debtor in connection with any potential property dispositions; k. advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring and re-characterizations; l. assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; m. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtors' estate or otherwise further the goal of completing the Debtor's successful reorganization; and n. performing all other legal services for the Debtor which may be necessary and proper in this Chapter 11 Case. The compensation of the firm's attorneys and paraprofessionals are proposed at varying rates per hour currently ranging from $75 per hour to $300 per hour. Joseph Urtuzuastegui, Esq., a partner at The Real Estate Investors Law Firm, LLC, 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: Joseph G. Urtuzuastegui III, Esq. The Real Estate Investor Law Firm, LLC 4535 E. McKellips Rd., Suite 1093 Mesa, AZ 85215 Phone: (480) 505-7044 About Providential Lending Services LLC Providential Lending Services LLC operates as a lessor of real estate, primarily engaged in renting and leasing properties to residential or commercial tenants. Providential Lending Services LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-04020) on May 5, 2025. In its petition, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $100,000 and $500,000. Honorable Bankruptcy Judge Brenda K. Martin handles the case. The Debtor is represented by Joseph G. Urtuzuastegui III, Esq. at THE REAL ESTATE INVESTOR LAW FIRM, LLC. PUNKO ONE: Seeks Subchapter V Bankruptcy in Nevada -------------------------------------------------- On May 15, 2025, Punko One LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Nevada. According to court filing, the Debtor reports $100,000 and $500,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Punko One LLC Punko One LLC, operating as Muley's Bar & Family Grill, a local restaurant and bar establishment located in Spring Creek, Nevada. Punko One LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 25-50441) on May 15, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $100,000 and $500,000. Honorable Bankruptcy Judge Hilary L. Barnes handles the case. The Debtors are represented by Kevin A. Darby, Esq. at Darby Law Practice, Ltd. PURDUE PHARMA: Delays Litigation as Bankruptcy Plan Vote Approaches ------------------------------------------------------------------- Randi Love of Bloomberg Law reports that Purdue Pharma LP has been granted an extension of the injunction that temporarily halts lawsuits alleging its role in the opioid crisis, as the company moves toward a June 2025 hearing focused on voting and disclosure procedures for its proposed bankruptcy plan. On Thursday, May 22, 2025, Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York approved the extension through at least the June 18 hearing, dismissing the sole objection from an individual plaintiff, the report states. "It would be inconsistent with the principle of equal treatment to lift the stay for one party while maintaining it for others," Judge Lane said. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19 23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. In early March 2022, Purdue Pharma reached a nationwide settlement over its role in the opioid crisis, with the Sackler family members boosting their cash contribution to as much as $6 billion. The settlement was hammered out with attorneys general from the eight states -- California, Connecticut, Delaware, Maryland, Oregon, Rhode Island, Vermont and Washington -- and D.C. who had opposed the previous settlement. R.A.R.E. CORP: Gets Interim OK to Use Cash Collateral Until June 12 ------------------------------------------------------------------- R.A.R.E. Corporation received eighteenth interim approval from a U.S. bankruptcy judge to continue to use the cash collateral of its secured creditors. The interim order penned by Judge David Cleary of the U.S. Bankruptcy Court for the Northern District of Illinois authorized the company to use cash collateral through June 12, in accordance with its projected budget. This latest approval aligns with the terms of the court's Feb. 20 order, which remains in effect. The next hearing is scheduled for June 11, with an objection deadline of June 9. About R.A.R.E. Corporation R.A.R.E. Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02127) on February 15, 2024, with up to $500,000 in assets and up to $1 million in liabilities. R.A.R.E. President Rocky Eastland signed the petition. Judge David D. Cleary oversees the case. William J. Factor, Esq., at FactorLaw, represents the Debtor as legal counsel. RD HOLDCO: SLR Investment Marks $18.9MM 2L Loan at 59% Off ---------------------------------------------------------- SLR Investment Corp. has marked its $18,904,000 loan extended to RD Holdco, Inc. to market at $7,827,000 or 41% of the outstanding amount, according to Saratoga CLO's Form 10-K for the fiscal year ended February 28, 2025, filed with the U.S. Securities and Exchange Commission. SLR is a participant in a Second Lien Bank Loan to Sitel Worldwide Corporation. The loan accrues interest at a rate of zero percent per annum. The loan matures on October 2026. SLR is a Maryland corporation formed in November 2007, is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. SLR's investment objective is to maximize both current income and capital appreciation through debt and equity investments. The Company directly and indirectly invests primarily in leveraged middle market companies in the form of senior secured loans, financing leases and, to a lesser extent, unsecured loans and equity securities. SLR is led by Michael S. Gross and Bruce J. Spohler as Co-chief Executive Officer, and Shiraz Y. Kajee as Chief Financial Officer. The Fund can be reach through: Michael S. Gross SLR Investment Corp. 500 Park Avenue New York, NY 10022 Telephone: (212) 993-1670 About RD Holdco Inc. RD Holdco Inc. is a manufacturer and marketer of carpet cleaning machines in the U.S. REBELLION POINT: Gets Extension to Access Cash Collateral --------------------------------------------------------- Rebellion Point Entertainment, LLC received another extension from the U.S. Bankruptcy Court for the Eastern District of North Carolina, Greenville Division, to use cash collateral. The second interim order penned by Judge Pamela McAfee authorized the company's interim use of cash collateral to pay the expenses set forth in its 30-day budget, which shows total expenses of $76,927. As protection, Dogwood State Bank and creditors that may hold potential secured claims will receive a post-petition lien on the company's cash and inventory similar to their pre-bankruptcy collateral. In addition, Dogwood State Bank will receive payment in the amount of $3,300 beginning on June 1. The company's authority to use cash collateral will expire or terminate upon cessation of its business or non-compliance or default with the terms and provisions of the interim order. The next hearing is set for June 10. About Rebellion Point Entertainment Rebellion Point Entertainment, LLC, also known as East Coast Game Rooms, is a family-owned retailer and outfitter based in Kitty Hawk, N.C., with over four decades of experience in both residential and commercial entertainment spaces. It offers a wide selection of game room products including arcade machines, billiards, ping pong, shuffleboard, and custom furniture. It also provides rentals, delivery, installation, and repair services for customers in the Outer Banks and broader East Coast region. Rebellion Point Entertainment filed Chapter 11 petition (Bankr. E.D. N.C. Case No. 25-01352) on April 14, 2025, listing up to $500,000 in assets and up to $10 million in liabilities. David M. Teague, company owner, signed the petition. Judge Pamela W. Mcafee oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. REDDIRT ROAD: Hearing on Bid to Use Cash Collateral Set for May 28 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Florida is set to hold a hearing on May 28 to consider another extension of Reddirt Road Partners, LLC's authority to use cash collateral. Reddirt previously received interim approval to use its secured creditors' cash collateral to pay operating expenses and the amounts expressly authorized by the court, including payments of fees of the U.S. trustee and Subchapter V trustee. The interim order granted secured creditors replacement liens on the cash collateral to the same extent and with the same validity and priority as their pre-bankruptcy liens. The secured creditors, which have claimed an interest in the cash collateral include Huntington Distribution Finance, Inc., Wells Fargo Commercial Distribution Finance, LLC, Daedong-USA, Inc., and Northpoint Commercial Finance, LLC. Huntington is represented by: Brian W. Hockett, Esq. Thompson Coburn, LLP One US Bank Plaza St. Louis, MO 63101 Phone: (314) 552-6461 Fax: (314) 552-7000 bhockett@thompsoncoburn.com Daedong-USA is represented by: Douglas A. Bates, Esq. Clark Partington 125 East Intendencia Street, 4th Floor Pensacola, FL 32502 Phone: (850) 434-9200 Fax: (850) 432-7340 dbates@clarkpartington.com Northpoint is represented by: W. Keith Fendrick, Esq. Holland & Knight, LLP 100 N. Tampa St., Suite 4100 Tampa, FL 33602 Phone: 813-227-8500 Fax: 813-229-0134 keith.fendrick@hklaw.com -- and -- Kameron Fleming, Esq. Holland & Knight, LLP 50 North Laura Street, Suite 3900 Jacksonville, FL 32202 Phone: 904-798-5480 kameron.fleming@hklaw.com About Reddirt Road Partners Reddirt Road Partners, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 25-50049) on March 12, 2025, listing between $500,001 and $1 million in both assets and liabilities. Judge Karen K. Specie oversees the case. Byron Wright, III, Esq., at Bruner Wright, P.A. represents the Debtor as legal counsel. RESHAPE LIFESCIENCES: Completes 1-for-25 Reverse Stock Split ------------------------------------------------------------ ReShape Lifesciences Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-25 reverse split of the Company's outstanding common stock, $0.001 par value per share. The Reverse Stock Split became effective for trading purposes upon the commencement of trading on May 9, 2025, at which point the Company's common stock began trading on a split adjusted basis on the Nasdaq Capital Market. As a result of the Reverse Stock Split, each 25 shares of issued and outstanding common stock and equivalents were converted into one share of common stock. Any fractional shares of common stock resulting from the Reverse Stock Split were rounded up to the nearest whole share. As a result of the Reverse Stock Split, proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion, and the per share exercise or conversion price, of the Company's outstanding warrants, stock options and convertible preferred stock, in each case in accordance with their terms. The Reverse Stock Split does not reduce the number of authorized shares of common stock and preferred stock under the Certificate of Incorporation. Therefore, the effect of the Reverse Stock Split is to increase the number of shares of common stock and preferred stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split does not alter the par value of the common stock or preferred stock or modify any voting rights or other terms of the common stock or any series of preferred stock. The Reverse Stock Split was approved by the Company's stockholders at its special meeting of stockholders held on April 1, 2025. About Reshape Lifesciences Headquartered in Irvine, California, Reshape Lifesciences Inc. -- www.reshapelifesciences.com -- is a premier physician-led weight-loss solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and associated metabolic disease. The Company's primary operations are in the following geographical areas: United States, Australia and certain European and Middle Eastern countries. Its current portfolio includes the Lap-Band Adjustable Gastric Banding System, the Obalon Balloon System, and the Diabetes Bloc-Stim Neuromodulation device, a technology under development as a new treatment for type 2 diabetes mellitus. There has been no revenue recorded for the Obalon Balloon System, or the Diabetes Bloc-Stim Neuromodulation as these products are still in the development stage. In its report dated April 4, 2025, the Company's auditor Haskell & White LLP, issued a "going concern" qualification attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations and negative cash flows. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RESHAPE LIFESCIENCES: Files $50M Shelf Registration on Form S-3 --------------------------------------------------------------- Reshape Lifesciences Inc. filed a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission and Commission disclosing that it may from time to time offer to sell any combination of common stock, preferred stock, warrants for the purchase of shares of the Company's common stock or preferred stock, and units consisting of any combination of the other types of securities offered under its prospectus in one or more series, each as described in the prospectus, in one or more offerings. The aggregate initial offering price of all securities sold under this prospectus will not exceed $50,000,000. The prospectus provides a general description of the securities that the Company may offer. Each time it sells securities; the Company will provide the specific terms of the securities offered in a supplement to the prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read the prospectus and the applicable prospectus supplement carefully before you invest in any securities. The prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. A full-text copy of the Registration Statement is available at https://tinyurl.com/3kstpyrj The Company may from time to time offer and sell its securities in one offering or in separate offerings, to or through underwriters, dealers and agents or directly to purchasers. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts. Reshape's common stock is traded on The Nasdaq Capital Market under the symbol "RSLS." On May 7, 2025, the closing price of its common stock as reported on The Nasdaq Capital Market was $8.84 per share. About Reshape Lifesciences Headquartered in Irvine, California, Reshape Lifesciences Inc. -- www.reshapelifesciences.com -- is a premier physician-led weight-loss solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and associated metabolic disease. The Company's primary operations are in the following geographical areas: United States, Australia and certain European and Middle Eastern countries. Its current portfolio includes the Lap-Band Adjustable Gastric Banding System, the Obalon Balloon System, and the Diabetes Bloc-Stim Neuromodulation device, a technology under development as a new treatment for type 2 diabetes mellitus. There has been no revenue recorded for the Obalon Balloon System, or the Diabetes Bloc-Stim Neuromodulation as these products are still in the development stage. In its report dated April 4, 2025, the Company's auditor Haskell & White LLP, issued a "going concern" qualification attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations and negative cash flows. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RITE AID: Taps Hilco Merchant & SB360 Capital as Consultants ------------------------------------------------------------ New Rite Aid LLC and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Hilco Merchant Resources, LLC and SB360 Capital Partners, LLC as consultants. The firm will serve as consultants to the Debtors in connection with the Sales at Closing Locations. The Consultants assisted the Debtors in connection with the successful closure of over 430 stores in the 2023 Cases, and the Debtors believe that the Consultants' historical knowledge, expertise, and experience position them to deliver the best possible results to the Debtors for the benefit of their estates. The Consultants shall provide these services: Merchandising Services -- advance planning for any additional location closings, including by conducting operational preparation and assessing initial discount cadence, marketing creative, system implementation, and personnel and budget requirements; -- prepare a monetization model for store closings which can be modified by the inclusion or deletion of retail store locations and compare that model with the results of closures of retail store locations which were completed prior to the Agreement Effective Date to project the differential monetary recovery; -- analyze any sale offers and their impact to collateral value; -- coordinate weekly financial reporting package for the Merchant, its advisors, the Senior Credit Facility Agent, the DIP Agent, and other constituents; -- conduct weekly update calls with Merchant's management and advisors, the Senior Credit Facility Agent, the DIP Agent, and other applicable constituents; -- assist the Merchant with marketing initiatives for relocating customers to nearby store locations; -- make recommendations to sell through merchandise to mitigate transfer of back-end merchandise; -- make marketing recommendations, which are subject to the Merchant's approval, to increase sell through and reoccurring traffic for prescription refills; -- maintain the confidentiality of all proprietary or non-public information regarding the Merchant or the Designated Closing Locations of which the Consultants or their respective representatives become aware, except for information that is public as of the Agreement Effective Date or which becomes public through no fault of any Consultant or any of their respective representatives; -- review the Merchant's open orders and availability under its open-to-buy and supply planning and make merchandising planning recommendations to the Merchant; and -- such other services as are approved by the Merchant in writing and agreed to by the Consultants. Inventory Services -- oversee the monetization and disposal of the Inventory from the closing stores and coordinate with Merchant to maximize the sale of Inventory to be shipped to/from the closing stores, including but not limited to providing Supervisors and where necessary subcontractors; -- recommend and implement appropriate point of purchase, point of sale and external advertising (including signage) to effectively sell the Inventory during the Sale, consistent with the sale themes to be approved by the Merchant (in consultation with the Senior Credit Facility Agent and the DIP Agent), the Sale Guidelines, and any Approval Order; -- maximize the proceeds of the Inventory while protecting and promoting the Merchant's trade name and goodwill in the marketplace; -- coordinate with the Merchant regarding an advertising and signage program to direct customers to the Merchant's e-commerce platform and go-forward locations (if any); -- coordinate accounting functions, including evaluation of Sales of Inventory by category, Sales reporting, and monitoring of the Sale expenses using the Merchant's IT systems, daily reporting to the Merchant of Sales and weekly reporting and reconciliation of Sale proceeds and Sale expenses; -- recommend appropriate staffing levels for Designated Closing Locations (including store employees) and appropriate bonus and incentive programs for store employees; -- maintain the confidentiality of all proprietary or non-public information regarding the Merchant and the Designated Closing Locations of which Consultants or their respective representatives become aware, except for information that is public as of the Agreement Effective Date or becomes public through no fault of any Consultant or either of their respective representatives; -- develop a Sales plan to communicate to the Senior Credit Facility Agent, the DIP Agent, and other constituents and report budget to actuals on a weekly basis; and -- conduct weekly update calls with Merchant's management and advisors, the Senior Credit Facility Agent, the DIP Agent, and other applicable constituents. The consultants will be paid as follows: a. Merchandising Services Fee. The Consultants shall provide the Merchandising Services during the period between the Agreement Effective Date and the earlier of (a) the date that is four (4) months after the Agreement Effective Date unless extended by mutual agreement of the Merchant and the Consultants, or (b) the date that the Merchant designates all of its remaining retail store and distribution center locations as Designated Closing Locations (the Sale Term). For each month that the Consultants are providing Merchandising Services, the Merchant shall pay the Consultants a monthly fee of $25,000 for the performance of the Merchandising Services. b. Inventory Services Fee. As compensation for providing the Inventory Services, the Consultants shall receive a commission equal to (A) 2 percent of Gross Proceeds from the sale of Inventory at each Designated Closing Locations, plus (B) 0.50 percent of the Gross Proceeds from the sale of Saleable Non-Merchandise, which is comprised of the categories of goods identified on Exhibit B to the Consulting Agreement that are sold in the ordinary course by the Merchant, but are not included as Inventory in the Merchant's books and records. c. Incentive Fee. For each Tranche of Designated Closing Locations, to the extent that the aggregate amount of Gross Proceeds from the sale of Inventory at such Tranche of Designated Closing Locations exceeds a stipulated initial threshold, then, the Consultants shall be entitled to an additional incentive fee in an amount equal to 0.35 percent of Gross Proceeds from the Sale of Inventory and Saleable Non-Merchandise at such Tranche of Designated Closing Locations. The threshold shall be stipulated by, and subject to the consent of, the Merchant, the Senior Credit Facility Agent, and the DIP Agent. d. FF&E Fee. Consultants shall be paid a fee equal to fifteen percent (15.0%) of the proceeds (net of sales tax) received from sales of FF&E located at the applicable Designated Closing Location during the applicable Sale Term, which fee shall be paid from the proceeds of such sales. Additional Consultants Goods Fee. Merchant shall retain an amount equal to 7 percent of the gross proceeds (excluding Sale Taxes) from the sale of the Additional Consultant Goods. As disclosed in the court filing, the consultants are "disinterested person" as the term is defined in 11 U.S.C. Sec. 101(14). The consultants can be reached at: Aaron S. Miller SB360 Capital Partners, LLC 75 Second Avenue Needham, MA 02494 E-mail: amiller@sb360.com -- and -- Ian Fredericks Hilco Merchant Resources, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 E-mail: ifredericks@hilcoglobal.com 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. RJT FOOD: To Sell Watermill Property to Richard Bivona for $3.7MM ----------------------------------------------------------------- Salvatore LaMonica, Chapter 11 Trustee of the case of RJT Food & Restaurant, LLC seeks permission from the U.S. Bankruptcy Court for the Eastern District of New York, to sell Property, free and clear of liens, interests, and encumbrances. The Debtor's Property is located at 1999 Deerfield Road, Watermill, New York 11976. The Trustee receives an offer from Richard Bivona or his designee to purchase the Property for $3,750,000 plus transfer taxes, arising from the sale of the Property. On May 30, 2025, the Purchaser will deposit the sum of $187,500 with the Trustee as earnest money in the form of a wire transfer or an official bank. The Purchaser must pay the balance of the Purchase Price to the Trustee by official bank check or wire transfer at the closing of title to the Property. The Purchaser must close title to the Property on or before 5:00 p.m. on July 22, 2025. The Purchaser will be solely responsible for and shall pay any village, city, county, state, or other real property transfer taxes incurred as a result of the transfer of the Property. The Property is being sold "AS IS", "WHERE IS", "WITH ALL FAULTS", without any representations, covenants, guarantees or warranties of any kind or nature. About RJT Food & Restaurant, LLC RJT Food & Restaurant, LLC, filed its voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-70447) on Feb. 8, 2023, with $1 million to $10 million in assets and up to $50,000 in liabilities. Richard J. Bivona, president, signed the petition. Judge Robert E. Grossman oversees the case. Ronald D. Weiss, Esq., at Ronald D. Weiss, P.C., is the Debtor's counsel. Salvatore LaMonica, the court-appointed Chapter 11 trustee, tapped LaMonica Herbst & Maniscalco, LLP and Joseph A. Broderick, P.C. as his legal counsel and accountant, respectively. ROCKRIDGE2016: Seeks Cash Collateral Access ------------------------------------------- Rockridge2016 LLC asked the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral. The Debtor owns and operates a mostly occupied multifamily property that it asserts generates enough rental income to meet its obligations. The bankruptcy filing was prompted by a pending foreclosure, despite the Debtor claiming the property holds significant equity—valued at approximately $90 million against a $54 million secured claim held by Computershare Trust Company, National Association. The Debtor proposed to use about $200,000 monthly in rents (considered cash collateral) to cover necessary expenses such as maintenance and insurance, while offering the lender, the Trust, adequate protection. This includes monthly interest payments, replacement liens on post-petition rents, and full financial transparency through reporting and budget adherence (within 10% variance). The Debtor argued that the lender is over-secured due to a $30 million equity cushion in the property. Other potential secured parties, such as Harris County and Lone Star College System, are acknowledged but are not believed to have any lien on the rents. A hearing on the matter is set for June 10, at 11 a.m. Computershare Trust Company is represented by: Michael P. Ridulfo, Esq. Kane Russell Coleman Logan, PC Sage Plaza 5151 San Felipe, Suite 800 Houston, TX 77056 Telephone: 713.425.7400 Facsimile: 713.425.7700 mridulfo@krcl.com -- and -- Gregory A. Cross, Esq. Laura S. Bouyea, Esq. Venable LLP 750 East Pratt Street, Suite 900 Baltimore, MD 21202 Telephone: 410.244.7400 Facsimile: 410.244.7742 gacross@Venable.com lsbouyea@Venable.com About Rockridge2016 LLC Rockridge2016, LLC owns and operates Rockridge Place Apartments located at 16818 City View Place in Houston, Texas. Rockridge2016 sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.: 25-32047) on April 14, 2025. In its petition, the Debtor reports estimated assets and liabilities between $50 million and $100 million each. Honorable Bankruptcy Judge Jeffrey P. Norman handles the case. The Debtor is represented by James Q. Pope, Esq. at The Pope Law Firm. ROYAL INTERCO: Gets Court Clearance for $180MM Chapter 11 Sale -------------------------------------------------------------- Ben Zigterman of Law360 Bankruptcy Authority reports that on May 22, 2025, the Delaware bankruptcy court approved Arizona-based Royal Interco LLC's $180 million asset sale to an affiliate of Italian tissue producer Sofidel. The deal, involving a supplier to grocery chains like Trader Joe's and Aldi, marks a more than $50 million increase over Sofidel's original stalking horse bid. About Royal Interco Royal Interco, LLC is a manufacturer of high-quality paper products, including bath tissue, paper towels, facial tissue and napkins, offering a broad range of products and packaging configurations to serve both regional and national customers. Royal Interco sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10674) on April 8, 2025. In its petition, the Debtor reported between $100 million and $500 million in both assets and liabilities. Michael Ragano, chief restructuring officer, signed the petitions. Judge Thomas M Horan presides over the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as general counsel; Livingstone Partners, LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The Debtors' provider of turnaround and business transformation advisory services is Novo Advisors, LLC. RT ACQUISITION: Seeks Chapter 11 Bankruptcy in Tennessee -------------------------------------------------------- On May 20, 2025, RT Acquisition & Investments LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of Tennessee. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 100 and 199 creditors. The petition states funds will be available to unsecured creditors. About RT Acquisition & Investments LLC 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. RT Acquisition & Investments LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 25-30974) on May 20, 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 Suzanne H. Bauknight handles the case. The Debtors are represented by Richard Collins, Esq. at COLLINS LAW PLLC. RYMAN HOSPITALITY: Fitch Affirms BB- LongTerm IDR, Outlook Positive ------------------------------------------------------------------- Fitch Ratings has assigned RHP Hotel Properties, LP's new proposed senior unsecured bonds a long-term rating of 'BB-'/'RR4'. Fitch has affirmed the Long-Term Issuer Default Ratings (IDRs) of Ryman Hospitality Properties, Inc. (RHP) and RHP Hotel Properties, LP at 'BB-'. Fitch has also affirmed the senior secured credit facility at 'BB+' with a Recovery Rating of 'RR1' and the senior unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Positive. The Positive Outlook reflects Fitch's expectation that RHP's REIT leverage will return and remain below 4.5x, consistent with a 'BB' rating and reflecting the continued strong performance of its operations. RHP's pending acquisition of JW Marriott Desert Ridge (JWDR) does not change Fitch's assessment of the company's credit profile or hinder a potential upgrade. However, the current economic uncertainty, including potential indirect impacts from widespread tariffs, may delay an upgrade to a 'BB' IDR. Despite this, continued strong booking trends amid economic challenges could support a future positive rating action. Key Rating Drivers Acquisition a Strategic Fit: JWDR fits RHP's property portfolio due to its group focus, premium amenities, attractive market, and its Marriott relationship. JWDR has 243,000 sf of meeting space at 256 sf of meeting space per room, in line with RHP's consolidated figure. Phoenix is also a top group destination and adds to RHP's suite of offerings to its recurring group customers. The property is classified in the upper upscale chain scale and its 950 rooms attract high ADRs. Additionally, RHP's extensive relationship with Marriott and prior experience integrating a JW Marriott branded property (JW Marriott Hill Country acquired in 2023) should limit execution risk. While the acquisition is leveraging, Fitch's expectations that RHP will manage its REIT leverage between 4.0-4.5x have not changed. In addition, Fitch views the partial financing with an approximately $240 million equity offering (after expected exercise of overallotment option) positively as it further demonstrates RHP's commitment to its leverage policy. Fitch forecasts REIT leverage increasing to 4.6x in 2025 (assumes half a year of JWDR; 4.5x pro forma) before deleveraging back down to 4.3x in 2026 and further thereafter, Fitch's positive threshold for RHP's BB- IDR is 4.5x REIT leverage. Uncertain Economic Outlook: A looming tariff increase on U.S. goods imports is expected to directly affect consumers by raising the prices of imported goods such as food and autos. Targeted imports represent a notable portion of U.S. consumption, potentially driving up consumer prices unless retailers absorb the costs through reduced margins. For RHP, the broader economic impact of higher import costs could lead to reduced spending by consumers and businesses, directly affecting RHP's group and leisure businesses. This scenario also implies increased input costs for goods needed in its hospitality operations. RHP may struggle to pass these costs on to consumers, as higher prices could dampen consumer demand. Enhanced Leverage Profile: Fitch forecasts the acquisition to increase REIT leverage increasing to 4.6x in 2025 (assumes six-month acquisition contribution) after financing the acquisition before declining to 4.3x in 2026. Fitch projects natural deleveraging from EBITDA growth throughout the forecast period. In 2024, RHP's REIT leverage was 4.0x, at the lower end of the company's policy range of 4.0x-4.5x. Fitch considers both the REIT and lodging aspects when determining the appropriate sensitivities to rate RHP through the cycle given the evolution of its business model. Expanding Unencumbered Asset Pool: Since 2019, RHP has accessed the unsecured market five times, highlighting the underlying balance sheet changes and through-the-cycle access at competitive rates on an unsecured basis. The transition to an unsecured financial structure is in line with hotel REIT peers and indicates RHP's strengthened capital access. The unencumbered pool consists of four of their largest six properties except the Gaylord Opryland and Texan, both with equity pledges. These two properties represent the largest share of RHP's operations. Further action to unencumber them would significantly increase the unencumbered asset pool. Group Focus a Differentiator: Fitch views RHP's forward booking window positively relative to other lodging companies, as it provides visibility into future cash flows. The average booking window of 2.9 years differentiates it from hotel REIT peers. As of Dec. 31, 2024, approximately 74% of RHP's room nights were derived from the group business, which insulates the company from the more volatile and less-predictable leisure trends. This acts as a buffer during a downturn, particularly with cancellation and attrition fees. While this mitigates risk, it does not eliminate it, as the hotel industry is highly cyclical. Well-Positioned Quality Portfolio: RHP owns a high-quality, concentrated portfolio consisting primarily of six specialized hotels (excluding JWDR) competitively positioned within the large group destination resort market. Five of its six largest hotels rank among the six largest non-gaming U.S. hotels by exhibit and meeting space square footage. The low existing and incoming supply of large group hotels allows RHP to capture growing group demand. RHP has announced various renovation projects to be completed over the next couple of years, which will further enhance its property offerings. Parent Subsidiary Linkage: Fitch rates the parent REIT and subsidiary operating partnership on a consolidated basis, using the weak parent/strong subsidiary approach under its Parent and Subsidiary Linkage Criteria. Open access and control factors are strong, based on the entities operating as a single enterprise with strong legal and operational ties. Peer Analysis Ryman's most closely rated peer is Host Hotels & Resorts, L. P. (BBB/Stable), another lodging REIT. RHP operates a more concentrated portfolio by geography, price/amenity, brand and property manager. However, RHP's focus on the group and convention segment with longer booking windows that provide cash flow visibility is a credit positive. In addition, attrition fees and rebooking windows help buffer cash flow cyclicality in an overall volatile industry. Host's brand offerings are diversified across Hyatt, Hilton, Marriott, Four Seasons and Accor, whereas Ryman works solely with Marriott. The single property manager means less diversified offerings, but it has been advantageous in driving recurring business. RHP's asset concentration within large group hotel is also well positioned from an existing and future supply standpoint given the capital intensity. Host is larger, primarily in gateway markets, and 99% unencumbered, providing a more stable ability to raise large amounts of secured debt quickly if needed. Ryman's recent issuances have meaningfully unencumbered assets, progressing towards the balance sheets of investment-grade REIT peers which Fitch views as credit positive. Ryman has issued five unsecured bonds and refinanced its existing facility secured by two equity pledges over the last five years. This has demonstrated consistent access to the market through common equity, private placement unsecured bonds and bank debt, secured debt, and joint ventures. Key Assumptions - Overall revenue growth of 6.3%, 9.2%, 4.3%, and 3.7% in 2025-2028 (inclusive of JWDR). - 3.5-6.5% RevPAR growth through forecast period, with 2024-2028 CAGR of 4.7%, driven by steady ADR growth and continued occupancy improvements toward pre-pandemic levels. - Relatively muted RevPAR growth in 2025 at 3.5%, primarily due to construction disruption. - Occupancy improves steadily to 73.5% by 2028. - Non-room revenue CAGR of 3.3% in 2024-2028, slightly below room revenue. - Opry Entertainment Group (OEG) business sees mid-single digit growth throughout the forecast period, with 2024-2028 CAGR of 5.5%. - Base interest rates applicable to the company's outstanding variable rate debt obligations reflects current SOFR rates. - REIT leverage increases from 4.0x in 2024 to 4.6x in 2025 but declines from there to 4.3x in 2026 and 3.4x by 2028. Recovery Analysis Fitch applies the generic approach for issuers in the 'BB' rating category and equalizes the IDR and unsecured debt instrument ratings when average recovery prospects are present, per its "Corporates Recovery Ratings and Instrument Ratings Criteria", as issuers rated 'BB-' and above are too far from default for a credible default scenario analysis to be generated, and would likely generate recovery ratings (RR) that are too high across all instruments. Where an RR is assigned, the generic approach reflects the relative instrument rankings and their recoveries, as well as the higher enterprise valuation of 'BB' ratings in a generic sense for the most senior instruments. Fitch classifies RHP's revolving credit facility and its senior secured term loan as Category 1. Considering the IDR of 'BB-', the Category 1 first lien senior secured debt is notched two levels to 'BB+'/'RR1' and the unsecured notes are notched zero levels to 'BB-'/'RR4'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A deteriorating economic environment, leading to a sharp reduction in RHP's leisure and group business could lead to a revision of the Outlook to Stable from Positive or, in a more extreme scenario, a revision of the Outlook to Negative or a downgrade; - Fitch's expectation for REIT leverage to sustain above 5.0x; - A spinoff of OEG that results in higher leverage; - Prolonged capital investment, with minimal return and elevated leverage. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued strength in booking window amid heightened economic uncertainty, leading to increased confidence in issuer's REIT leverage remaining below 4.5x; - Unencumbered remaining assets, including equity pledges on subsidiaries; - Sustained improvement in EBITDA margins. Liquidity and Debt Structure As of March 31, 2025, RHP had $414 million in unrestricted cash and an aggregate amount of $763 million available on its company and OEG RCF. RHP's ability to demonstrate consistent access to capital markets at sustainable rates from a multitude of sources supports its solid balance sheet position. Fitch views the replacement of secured debt with unsecured debt positively as it improves the company's unsecured asset pool. This pool includes four of their six largest hotels except Gaylord Opryland and Gaylord Texan, the two largest hotels by EBITDA. Fitch will consider future unencumbering of equity pledges to have a positive impact on the company's unsecured credit profile. Issuer Profile RHP is a lodging and hospitality REIT specializing in upscale convention center resorts and country music entertainment. It owns six non-gaming convention center hotels (excluding JWDR), all managed by Marriott International, with five under the Gaylord Hotels brand. 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 ----------- ------ -------- ----- Ryman Hospitality Properties, Inc. LT IDR BB- Affirmed BB- RHP Hotel Properties, L.P. LT IDR BB- Affirmed BB- senior unsecured LT BB- New Rating RR4 senior unsecured LT BB- Affirmed RR4 BB- senior secured LT BB+ Affirmed RR1 BB+ RYMAN HOSPITALITY: Moody's Rates New Senior Unsecured Notes 'Ba3' ----------------------------------------------------------------- Moody's Ratings assigned a Ba3 rating to the proposed backed senior unsecured notes issuance of RHP Hotel Properties, LP, the main operating subsidiary of Ryman Hospitality Properties, Inc (collectively "Ryman"). The REIT's ratings remain unchanged, including the Ba3 Corporate Family Rating of Ryman Hospitality Properties, Inc. The outlook is stable. Net proceeds from the proposed $600 million notes will be used to help fund the REIT's planned acquisition of JW Marriott Desert Ridge in Phoenix. Ryman also issued common equity on May 19, 2025 as part of the transaction's contemplated financing, raising about $250 million of gross proceeds. The REIT also granted the underwriters a 30-day option to purchase up to 390,000 additional shares of common stock, which would provide up to $38 million of incremental gross proceeds. Moody's notes that Ryman's net debt to EBITDA will increase pro forma for this acquisition. However, net debt to EBITDA was historically low at 3.9x as of first quarter 2025 (on a last twelve months basis), and Moody's expects it will remain modest in the low-to-mid four times range on a pro forma basis. In addition, Moody's believes that the JW Marriott Desert Ridge is a good strategic fit for Ryman, enhancing its diversification and broadening its offering of hotels for group customers. RATINGS RATIONALE Ryman's Ba3 CFR reflects its high-quality portfolio of six large convention center hotels with resort-style amenities, as of 1Q25. Ryman's hotels appeal to primarily group and convention-oriented business which require properties with large numbers of rooms and meeting facilities. Group and convention bookings accounted for about 74% of total room nights in 2024. This customer segment typically books three years ahead of their stays, which provides Ryman with better earnings visibility compared to lodging peers that have significant transient business and is a key ratings consideration. Ryman's ratings also reflect its moderate leverage, solid fixed charge coverage, and good liquidity. The REIT has high geographic and asset concentration since it derives most of its earnings from six large hotel assets and it remains exposed to the macroeconomic environment and potential declines in business and consumer sentiment. The stable rating outlook reflects Moody's expectations that Ryman will continue to improve operating performance, while maintaining leverage at or below current levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if Ryman were to demonstrate sustained improvement in operations for several quarters. Significant asset diversification, along with improving fixed charge coverage, could also lead to a ratings upgrade. Ratings could be downgraded if Ryman were to experience declines in occupancy or revenue per available room (RevPAR). Net debt/EBITDA sustained above 5.0x, significant operating challenges, or failure to maintain adequate liquidity could also lead to a ratings downgrade. The principal methodology used in this rating was REITs and Other Commercial Real Estate Firms published in February 2024. Ryman Hospitality Properties, Inc (NYSE: RHP) is a REIT specializing in convention center hotel assets in urban and resort markets, focused primarily on group-oriented business (reservations of large blocks of rooms). The REIT's owned assets primarily include a network of six upscale, meetings-focused resorts and suites that are managed by lodging operator Marriott International, Inc. under the Gaylord Hotels and JW Marriott brands. The REIT reported gross assets of approximately $7.9 billion as of December 31, 2024. S.E.E.K. ARIZONA: Seeks Subchapter V Bankruptcy in Arizona ---------------------------------------------------------- On May 21, 2025, S.E.E.K. Arizona LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Arizona. 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 S.E.E.K. Arizona LLC 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. S.E.E.K. Arizona LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-04625) on May 21, 2025. In its petition, the Debtor reports estimated assets between $50,000 and $100,000 and estimated liabilities between $1 million and $10 million . The Debtors are represented by LaShawn D. Jenkins, Esq. at JENKINS LAW FIRM, PLLC. SABRE GLBL: Moody's Rates New Sr. Secured Notes B3, Outlook Stable ------------------------------------------------------------------ Moody's Ratings assigned B3 credit ratings to a new 5-year, backed senior secured notes due 2030 issued at Sabre GLBL Inc. (the "Borrower", and with Sabre Holdings Corporation as guarantor). The proposed issuance has no effect on the Sabre's Holdings Corporation's (Sabre) B3 Corporate Family Rating and B3-PD Probability of Default Rating or the existing instrument ratings at the company's subsidiaries including Sabre Financial Borrower, LLC. The Speculative Grade Liquidity Rating (SGL) under Sabre remains unchanged at SGL-2. The outlook is stable. Moody's expects the proceeds from the issuance will be used to principally repay debt (the refinancing), including and with priority given to the outstanding PIK loan. As a result, the refinancing will be effectively leverage neutral and will not materially change in the capital structure or claim ranking of debt obligations that remain outstanding post-closing. RATINGS RATIONALE Sabre Holdings Corporation's (Sabre or the company) B3 CFR reflects governance risk (as reflected in the G-4 Governance Issuer Profile Score and CIS-4 Credit Impact Score) driven by high leverage (12.9x at the end of 2024), weak profitability (13.3% EBITDA margin, Moody's adjusted 2024), and break-even free cash flow (Moody's adjusted 2024) burdened by high borrowing costs (near 10%, weighted average). The company is disadvantaged by a high mix of corporate and long-haul, cross-border international travel which has not fully recovered from the pandemic. This travel has been structurally disrupted by the shift to hybrid work arrangements and mass adoption of virtual meetings which has proved an effective productivity tool that has decreased the need for business travel and in-person meetings. Regional conflicts and airplane and pilot shortage are also constraints. Additionally, bookings of direct-to-consumer and through online travel agents is rising. Higher demand for low-cost carriers (not well distributed by Global Distribution Systems, GDS) and the emergence of disruptive technology, notably Gen AI, is also a threat to accelerate disintermediation of GDS as domestic, short-distance, point-to-point leisure travel get easier to book directly with airlines. Despite the challenges, the Company has a long operating history and a strong and established market position as the number two provider of services globally, with a relatively stable market share. While its corporate travel mix is a constraint to faster growth, it's also a more defensible business given the value and the complexity of the service delivery which requires a large network of partners and proprietary routing logic. The business is also not exposed to changes in airfares given the passenger volume driven business model. Earnings and margins are expanding, driven by a more favorable and efficient cost structure and revenue growth supported by sustained demand for travel. Coupled with a conservative financial policy that targets 2.5x to 3.50x net leverage, and the company's growing capacity to significantly reduce debt (using all free cash flows and some cash balance), leverage could decline substantially over the next 12-18 months. The stable outlook reflects Moody's expectations for significant deleveraging over the next 12 to 18 months, driven primarily by mandatory debt repayments and earnings growth such that leverage could approach 7x (assuming the sale of the hospitality business, which would help delever by about .7x). Moody's also expects low single-digit revenue growth and significant margin improvement, supported by a more efficient cost structure which should produce up to $200 million in free cash flow in 2025. Liquidity is good (SGL-2), supported by a large cash balance of approximately $724 million at the end of the last quarter-end which is more than sufficient to cover all basic obligations over the next 12 months including 2025 debt maturities. The company does not maintain revolving credit facilities but does have access to two securitization facilities totaling $235 million in commitments which are largely utilized. The company's private credit term loan (the PIK facility) is subject to a minimum asset coverage test of 75% (e.g., subsidiary guarantors must hold at least 75% of total gross consolidated assets within the foreign entities in the guarantor structure) and the guarantors and their subsidiaries are subject to a minimum liquidity covenant of at least $100 million. There are no other secured credit facility maintenance covenants. Following the sale, alternate liquidity will be limited by a largely secured capital structure, very thin market capitalization, and asset lite-business model. The senior secured term loans and notes, issued at Sabre GLBL Inc., Sabre Holdings Corporation's wholly owned direct subsidiary, are rated B3, equal to Sabre's Corporate Family Rating (CFR) given the predominance of this debt class in the capital structure. Security for the existing senior secured lenders includes the assets of all domestic subsidiaries and a 2/3 stock pledge of the stock of foreign subsidiaries. The notes are guaranteed by Sabre Holdings Corporation and each of Sabre GLBL Inc.'s existing and future subsidiaries, that are borrowers or guarantors of the senior secured bank credit facilities. The senior secured term loan (with a PIK feature) issued at Sabre Financial Borrower, LLC (a subsidiary of Sabre Holdings Corporation) is rated B2, one notch above the existing senior secured lenders, because they have a priority claim over the existing secured claims with a guarantee from the majority of Sabre's foreign assets limited to $400 million. The credit ratings on senior secured debt also reflect support provided by subordinate and unrated exchangeable notes and Moody's expectations for an average family recovery in a default scenario. The capital structure also includes accounts receivable securitization facilities which have priority over senior secured term loans and notes with respect to the securitized assets but given the small size relative to the rest of the outstanding debt, does not impact the instrument ratings. All instrument ratings are based on a B3-PD Probability of Default rating and Moody's expectations for an average family recovery in a default scenario. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if leverage (gross debt to EBITDA, Moody's adjusted) is sustained below 5.5x (Moody's adjusted) and free cash flow to debt is sustained in the mid-single digit percent range. A positive rating action could also be conditional on successfully refinancing upcoming maturities well in advance, operating performance is consistent with management's plan, liquidity improves, and there are no material unfavorable changes in the company's market position or scale. Ratings could be downgraded if leverage (gross debt to EBITDA, Moody's adjusted) does not materially improve over the next 12 to 18 months such that Moody's believes the capital structure may be unsustainable. A negative rating action could also be considered if liquidity declines, near term debt maturities are not successfully refinanced well in advance, if operating performance deviates from management's plan, or there are material unfavorable and sustained changes in the company's market position, scale, or business model. The principal methodology used in this rating was Business and Consumer Services published in November 2021. Based in Southlake, TX, Sabre Holdings Corporation's business is organized into two segments. The Travel Solutions segment includes revenues from Global Distribution System (GDS) services (a software-based passenger reservation system) as well as from commercial and operations offerings to the airline industry. The Hospitality Solutions segment includes distribution, operations, and marketing offerings for the hotel industry. Revenue in 2024 was approximately $3.0 billion. SAMSONITE GROUP: Fitch Affirms 'BB+' IDR, Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed Samsonite Group S.A.'s and Samsonite IP Holdings S.a r.l's Issuer Default Ratings (IDR's) at 'BB+'. Additionally, Fitch has removed all of Samsonite's ratings from Under Criteria Observation (UCO). The Rating Outlook is Stable. The 'BB+' rating reflects Samsonite's position as the world's largest travel luggage company, with strong brands and historically good organic growth. The rating also considers the company's good liquidity, supported by FCF, projected in the $100 million-$200 million range beginning in 2025, which could be used to reinvest in the business, return cash to shareholders, or further reduce debt. Fitch expects Samsonite and its discretionary retail peers to experience near-term operational challenges resulting from softening consumer sentiment and the evolving tariff policy. Longer term, Samsonite's ratings assume the company can generate annual EBITDA of around $650 million-$700 million with EBITDAR leverage sustained below 2.75x. Key Rating Drivers Near-Term Volatility: Fitch expects the U.S. retail sector to face near-term challenges, including declines in consumer sentiment, business disruption and rising costs related to evolving U.S. tariff policies. Discretionary categories could see revenue down as much as mid-single digits with outsized EBITDA declines given tariff-related cost pressure. Fitch expects Samsonite's topline to decline around 5.5% in 2025 to $3.38 billion and EBITDA to decline around 15% to approximately $590 million. However, the company has good liquidity to withstand near-term volatility. Forecasted 2025 declines come after low-single digit revenue and EBITDA declines in 2024. Softening in 2024 was driven in-part by softening demand in North America and headwinds in China and India, which were down in the low-single digits and high-teens, respectively, for the year. Prior to 2024, Samsonite experienced a multi-year rebound, driven by post-pandemic travel recovery. Beginning in 2026, Fitch expects that Samsonite will be able to return to low-single digit topline growth, given the company's growth initiatives and long-term fundamentals for the travel industry. Strategy Supports Margin Trajectory: Fitch expects EBITDA margins to moderate toward 17% in 2025, driven by fixed cost deleverage and increased cost pressures from current and potential tariffs. This is lower than the 19.0% generated in 2024 but well above the 13.5% generated in 2019. Since 2020, the company has executed cost-saving efforts, including reducing its net store count by approximately 16% between 2019 and 2024. Samsonite has demonstrated effective cost control in areas such as advertising. Fitch expects the company will manage costs in the near term to help mitigate the topline deleverage and incremental costs related to tariffs. Beginning in 2026, margins could rebound towards the upper-18% range. Based on Fitch's topline assumptions, this yields EBITDA in the mid-to-high $600 million range beginning in 2026. Continued growth at the higher-margin Tumi brand could provide additional margin improvement. Mid-2x Leverage: Fitch expects EBITDAR leverage could trend towards 3x in 2025 from 2.7x in 2024, driven by EBITDA declines, before returning towards the mid-2x range in 2026, on EBITDA rebound and term loan amortization. Samsonite's 2.75x EBITDAR leverage rating threshold is low for a 'BB+' rating and is balanced by the company's more moderate scale. Fitch expects EBITDAR to trend below $1.0 billion across the forecast period. EBITDAR Below $1.0 Billion: Relative to larger retailers, Samsonite's smaller scale (measured by EBITDAR) results in reduced ability to navigate macroeconomic and idiosyncratic challenges, particularly given the discretionary nature of its products. These factors are offset by Samsonite's strong brands and leading market share position within its category. The company owns several well-known brands and operates across the value, mid-market and premium market segments, which enables Samsonite to offer a fully developed offering and grow market share. Leading Position: Samsonite's strategy, emphasizing multi-brand and product diversity, along with innovation and market segmentation, has enabled it to grow market share and become the world's largest travel luggage company, with $3.5 billion in revenues and $649.4 million in EBITDA for the LTM period ending March 31, 2025. As sales continue to shift to direct-to-consumer (DTC), Samsonite's YTD 1Q25 DTC sales penetration (about 28% of company-operated retail plus roughly 11% DTC e-commerce) supports ongoing brand growth with a healthy retail and wholesale mix. Good Liquidity: Samsonite has good liquidity and financial flexibility, with $602 million in cash and $744 million availability on its $850 million revolving credit facility as of March 31, 2025. Fitch expects the company to generate positive FCF (after cash distributions to shareholders) of $100 million-$200 million beginning in 2025. Samsonite is listed on the Hong Kong Stock Exchange. In August 2024, Samsonite announced that its board had approved it to pursue a dual listing in the U.S. Fitch believes any proceeds from a dual listing could be used towards a combination of debt repayment, cash distributions, or reinvestment into the business. Parent-Subsidiary Linkage: Fitch's analysis includes a strong subsidiary/weak parent approach between parent Samsonite Group S.A. and its subsidiary Samsonite IP Holdings S.a r.l. Fitch assesses the quality of the overall linkage as high, which results in an equalization of the ratings. The equalization reflects open legal ring-fencing and open access and control between the stronger subsidiaries and the parent. Peer Analysis Levi Strauss & Co.'s 'BBB-'/Stable and Signet Jewelers Limited's 'BBB-'/Stable ratings are one notch above Samsonite. This reflects their lower EBITDAR leverage, which Fitch expects to trend below 2.0x for both ratings. Signet's ratings consider good execution from a topline and margin standpoint, which supports Fitch's longer-term expectations of low single-digit revenue and EBITDA growth. The rating reflects Signet's leading market position as a U.S. specialty jeweler with an approximately 9% share of a highly fragmented industry. Levi's rating considers the company's good execution both from a topline and a margin standpoint, which supports Fitch's longer-term expectations of low single-digit revenue and EBITDA growth, although there could be some near-term pressure on operating results due to ongoing shifts in consumer behavior, difficult comparisons and global macroeconomic uncertainty. Capri Holdings Limited's 'BB'/Negative rating is one notch lower than Samsonite's reflecting in-part its higher EBITDAR leverage and weaker coverage metrics. Capri's Negative Outlook indicates potential for EBITDAR leverage sustained above 3.0x and EBITDAR fixed charge coverage sustained below 2.0x over the next 12-24 months. Key Assumptions - 2025 revenue to decline in the mid-single digits, driven by ongoing headwinds to consumer discretionary spending. Topline growth could return to the low-single digit growth range beginning in 2026, driven by the company's ongoing topline initiatives as well as general good fundamentals for the global travel industry. - EBITDA to decline towards $590 million in 2025 from $683 million in 2024, driven by topline declines. Fitch expects 2026 to be a rebound year. Longer-term, Fitch expects EBITDA could trend in the mid-to-high $600 million range, driven by low-single digit topline growth and margin expansion. Gross margin and EBITDA margins could be supported by higher growth at the company's higher-end Tumi brand, which is a higher-margin business. - Annual FCF (after cash distributions to shareholders) to sustain at $100 million-$200 million annually beginning in 2025. Fitch assumes Samsonite could deploy about $120 million annually towards capex, including store refurbishments. In 2024, the company reinstated its annual cash distributions, after suspending them at the beginning of the pandemic, and paid $150 million to shareholders on July 16, 2024. Fitch expects Samsonite will continue paying out $150 million in annual cash distributions. - Fitch expects EBITDAR leverage could climb from 2.7x in 2024 to 3.0x in 2025, driven by EBITDA declines. Thereafter, Fitch expects EBITDAR leverage could return towards the mid-2x range, driven by EBITDA rebound and term loan amortization. - Fitch expects EBITDAR fixed charge coverage to trend around 3.0x beginning in 2025. - Interest rate assumptions: The company's debt consists of EUR350 million in fixed-rate notes (3.5%) due May 2026, about $1.3 billion in floating-rate term loan A and term loan B debt due 2028 and 2030, respectively, and $100 million in borrowings on the company's floating-rate revolving credit facility due 2028. These floating-rate instruments are priced at SOFR + margins of 1.125%-2.00%. Variable base rates are 3.5%-4.5% range over the forecast horizon. Recovery Analysis Fitch does not employ a waterfall recovery analysis for issuers' assigned ratings in the 'BB' category. Fitch rates Samsonite's first-lien secured debt 'BBB-'/'RR1', which is one notch above the IDR and indicates outstanding recovery prospects given default. The revolver and term loans are unconditionally guaranteed by the company and certain subsidiaries. They are secured by substantially all assets of the borrowers and guarantors on a first-lien basis. The senior notes are rated 'BB+'/'RR4', indicating average recovery prospects. The senior notes are guaranteed on a senior subordinated basis. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDAR Leverage sustained above 2.75x; - EBITDAR Fixed Charge Coverage sustained below mid-2.0x; Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Topline growth yielding EBITDAR trending towards $1.0 billion; - EBITDAR Leverage sustained below 2.25x; - EBITDAR Fixed Charge Coverage sustained above 3.0x. Liquidity and Debt Structure Samsonite had $1.35 billion in total liquidity as of March 31, 2025, consisting of $602 million in cash and $744 million in availability on its revolving credit facility. As of March 31, 2025, Samsonite's debt structure was: an $850 million revolver due 2028 with $100 million in borrowings as of this date; $765 million in term loan A debt due 2028; $496 million in Term Loan B debt due 2030; and EUR350 million of senior notes due 2026. Fitch expects Samsonite to refinance the 2026 notes maturity. Issuer Profile Samsonite is the world's largest luggage company, selling luggage, business and computer bags, outdoor and casual bags and travel accessories. LTM revenue and EBITDA were $3.5 billion and $649.4 million, respectively, as of March 31, 2025. Its key brands include Samsonite, Tumi and American Tourister. Summary of Financial Adjustments Fitch adjusted historical and projected EBITDA to add back non-cash stock-based compensation and exclude non-recurring charges. Fitch uses the balance sheet reported lease liability as the capitalized lease value when computing lease-equivalent debt. 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 ----------- ------ -------- ----- Samsonite Finco S.ar.l. Senior Secured 2nd Lien LT BB+ Affirmed RR4 BB+ Samsonite Group S.A. LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR1 BBB- Samsonite IP Holdings S.a r.l. LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR1 BBB- SANUWAVE HEALTH: AWM Investment Reports 6% Equity Stake ------------------------------------------------------- AWM Investment Company, Inc. disclosed in a Schedule 13G (Amendment No. 1) filed with the U.S. Securities and Exchange Commission that as of May 9, 2025, it beneficially owned 513,230 shares of SANUWAVE Health, Inc.'s common stock, representing 6% of the outstanding shares. AWM Investment Company, Inc. is the investment adviser to several funds that collectively hold these shares, including Special Situations Cayman Fund, L.P., Special Situations Fund III QP, L.P., Special Situations Private Equity Fund, L.P., and Special Situations Life Sciences Fund, L.P. AWM Investment Company, Inc. may be reached through: Adam Stettner, Executive Vice President 527 Madison Avenue, Suite 2600 New York, NY 10022 Tel: 212-319-6670 A full-text copy of AWM Investment's SEC report is available at: https://tinyurl.com/2dcm7d7j About SANUWAVE Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology Company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. The Company's two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. New York, NY-based Marcum LLP, the Company's auditor since 2018, 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 December 31, 2024, citing that the Company has incurred recurring losses, has negative working capital, and needs to refinance its debt to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SBF VENTURES: Hires eXp Realty LLC as Real Estate Broker -------------------------------------------------------- SBF Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Massachusetts to employ eXp Realty, LLC as real estate broker. The broker will market and sell the Debtor's property located at 41-43 John Street, Newton, Massachusetts. The broker is entitled to a commission of 2 percent of the purchase price paid by seller at closing plus a 2 percent co-brokerage payment. Tammy DiMarzia, a broker at eXp Realty, assured the court that her firm is a disinterested person within the meaning of 11 U.S.C. 101(14). The broker can be reached through: Tammy DiMarzia eXp Realty, LLC, 361 Newbury Street, 3rd Floor Boston MA 02115 Tel: (508) 375-5979 About SBF Ventures LLC SBF Ventures LLC is a limited liability company. SBF Ventures LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No.: 25-10217) on February 3, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Christopher J. Panos handles the case. The Debtor is represented by Gary W. Cruickshank, Esq. SCILEX HOLDING: Oramed Pharmaceuticals Holds 9.9% Equity Stake -------------------------------------------------------------- Oramed Pharmaceuticals Inc. disclosed in a Schedule 13G (Amendment No. 1) filed with the U.S. Securities and Exchange Commission that as of March 31, 2025, it beneficially owned 732,717 shares of common stock of Scilex Holding Company, consisting of: (i) 350,000 shares of common stock and (ii) 382,717 shares issuable upon exercise of warrants exercisable within 60 days of the filing date, representing 9.9% of the 6,951,796 shares outstanding as of March 25, 2025, plus the additional shares issuable upon warrant exercise. Oramed Pharmaceuticals Inc. may be reached through: Avraham Gabay, Chief Financial Officer 1185 Avenue of the Americas, Third Floor, New York, NY 10036 Tel: 646-844-1164 A full-text copy of Oramed Pharmaceuticals's SEC report is available at: https://tinyurl.com/4hnbr2m2 About Scilex Holding Company Palo Alto, Calif.-based Scilex Holding Company -- www.scilexholding.com -- is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and, following the formation of its proposed joint venture with IPMC Company, neurodegenerative and cardiometabolic disease. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex's commercial products include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults. In its report dated March 31, 2025, the Company's auditor, BMP LLP, issued a "going concern" qualification, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Scilex Holding Company had $92.95 million in total assets, $285.59 million in total liabilities, and a total stockholders' deficit of $192.64 million. SERVANT GROUP: Gets Final OK to Use Cash Collateral --------------------------------------------------- The Servant Group, LLC received final approval from the U.S. Bankruptcy Court for the District of Arizona to use the cash collateral of the U.S. Small Business Administration and other pre-bankruptcy secured creditors. The final order authorized the company to use cash collateral to pay the expenses set forth in the budget, with a 15% variance allowed. The budget projects total operational expenses of $202,739.49 for the period from May to September. As protection, the secured creditors were granted replacement security interest in and lien on their pre-bankruptcy collateral. In addition, SBA will continue to receive a monthly payment of $200. The payment started in April. About The Servant Group Based in Surprise, Ariz., The Servant Group, LLC specializes in providing nursing-supported residential homes for adults and children with developmental disabilities. It offers a variety of home and community-based services, including adult day care, adult day health care, home health aide, personal care, respite care, and visiting nurse services. The Servant Group sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-02541) on March 25, 2025. In its petition, the Debtor reported assets between $50,000 and $100,000 and liabilities between $1 million and $10 million. Judge Brenda K. Martin handles the case. The Debtor is represented by Patrick Keery, Esq., at Keery McCue, PLLC. James E. Cross was appointed as Subchapter V trustee in this Chapter 11 case. He tapped Pivot Health Law, LLC as special healthcare counsel. SIERRA ENTERPRISES: S&P Withdraws 'B-' Issuer Credit Rating ----------------------------------------------------------- S&P Global Ratings withdrew its 'B-' issuer credit rating on Sierra Enterprises LLC at the company's request following a debt refinancing. At the same time, S&P discontinued all its ratings on the company's senior secured first lien debt after they were refinanced with new debt. SILGAN HOLDINGS: Fitch Affirms 'BB+' IDR, Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed Silgan Holdings Inc.'s Issuer Default Rating (IDR) at 'BB+' with a Stable Rating Outlook. The 'BB+' rating reflects Silgan's leading positions within the North American metal food and rigid plastic container markets. The rating also incorporates its expanding dispensing and specialty closures segment, customer base in stable end markets, history of positive FCF and adherence to a 2.5x-3.5x net debt leverage policy following acquisitions. Fitch expects Silgan to generate strong annual FCF after dividends over the next several years, which will allow it to decrease EBITDA leverage below 4.0x during the forecast period. Management typically funds acquisitions with cash and debt, and there is potential for shareholder pressure to increase returns. However, Fitch expects management to continue its longstanding conservative financial policies, which accommodate modestly sized M&A and shareholder return activity. Key Rating Drivers Resilient Operating Performance: Fitch expects Silgan's organic volume growth to remain stable. The company's leading position in non-cyclical end-markets would mitigate the impact of a potentially weak economic environment and cost inflation in North America arising from tariffs. Silgan's domestic manufacturing and raw material sourcing partially insulates it from tariffs, while cost pass-through mechanisms offset cost inflation from raw material imports. Acquisition Adds Diversification and Margin: Fitch views the 2024 acquisition of Weener Packaging as aligned with Silgan's stated M&A strategy of making modest additions in the dispensing and specialty closures segment. The acquisition enhanced the company's portfolio in the personal and health care markets and expanded its European presence. The transaction resulted in YE 2024 Fitch-calculated EBITDA leverage of 4.5x, but Fitch expects it to drop back to management's targeted range by YE 2025 once full-year benefits of the acquisition are incorporated. Weener will contribute around $500 million in revenue and approximately $100 million in EBITDA in 2025. Leadership in Core Markets: Silgan's ratings are supported by its large scale and dominant positions in stable end markets. The company has the No. 1 share of the North American metal food container market at more than half of the market. It also has leading positions in the rigid plastic container, dispensing and specialty closure markets, making Silgan one of the largest global packaging companies. However, the company is exposed to low underlying growth trends across much of the metal container and custom segments. Industry-Leading Customers: Silgan's core customers are leaders in the food and consumer industries, including Campbell Soup Company, Del Monte Foods Inc., Kraft Heinz Foods Company, Nestle S.A. and Procter & Gamble Co. Silgan has co-located or near-site facilities with many major customers in the metal container business, creating barriers to prospective new entrants, and it experiences minimal customer turnover. Long-term arrangements covering about 90% of metal containers and most closures and plastic containers sales provide visibility to Silgan's businesses. Consistent FCF: Silgan generates consistently positive FCF, supported by stable EBITDA margins of 14%-16% and the non-discretionary and predictable nature of end-market demand in food, beverage, and home and personal care. Margin risk stemming from raw materials costs (mainly steel, aluminum and resins) are mitigated by pass-through agreements. Capex requirements are modest, hovering at 4%-5% of sales. Seasonality in the metal can business means FCF is concentrated in the fourth quarter, although Fitch expects Silgan to maintain sufficient liquidity through availability under a committed $1.5 billion RCF. Commitment to Conservative Credit Metrics: Silgan targets net leverage between 2.5x-3.5x and has operated within this range for almost 20 years. Stable cash flows and modest cash payouts to equity investors have supported this achievement. Fitch expects Silgan will continue to maintain a modest dividend payout throughout the forecast period and use share buybacks in a disciplined manner, although capital allocation will remain skewed toward M&A over cash shareholder returns. Fitch expects the company will return to the stated range within 18-24 months. Peer Analysis Silgan's 'BBB+' peers include Amcor (BBB+/Stable), a global leader in consumer packaging, specializing in flexible packaging, rigid containers and closures. After its merger with Berry Global, the combined entity has a broad portfolio across food and beverage, consumer products and healthcare markets. It is significantly larger than Silgan in size and EBITDA generation, with a debt repayment priority. For 'BBB' peers, AptarGroup Inc. (BBB/Stable) is a leading manufacturer of pharmaceutical and specialty consumer closures, sealing and dispensing mechanisms. Silgan is larger than AptarGroup, with nearly twice the revenue. However, AptarGroup has higher margins, in the low 20% vicinity, reflecting the weight of its business in the highly specialized and regulated pharmaceutical industry. It also maintains total leverage below 2.0x, significantly lower than Silgan's. AptarGroup's balance sheet is largely unencumbered, whereas Silgan uses significant secured debt. For 'BB' peers, Clydesdale Acquisition Holdings, Inc. (BB/Stable) became a market leader in foodservice packaging after the Pactiv Evergreen merger. The combined entity is approximately 1.5x times bigger in revenue than Silgan, with similar EBITDA margins. Clydesdale's modest capex requirements and commitment to debt reduction provides the company a clear deleveraging path. Key Assumptions - Weener Packaging contribution in 2025. Normalized revenue growth afterwards in the low-single digit area; - Broadly stable margins across business lines, reflecting high ability to pass through raw materials costs; - Dividend payout at $0.80 per share, grows 4% annually; - Fitch assumes a portion of excess cash flow applied to modest share repurchases in the forecast; - Interest rates for 2025 and 2026 according to GEO forecast. Afterwards taken from Chatham Financial. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 4.0x on a sustained basis, or a weakening of existing leverage targeting; - A debt-funded acquisition that is not accommodated within existing financial policies, does not have a clear deleveraging path within 24 months, or materially changes the predictability of cash flows; - A change in capital allocation policies that prioritizes shareholder returns over deleveraging. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrated commitment to maintaining EBITDA leverage below 3.5x on a sustained basis, supported by a clear and credible financial policy; - Credit-conscious implementation of the company's M&A strategy while maintaining or enhancing cash flow consistency; - Transition to a less encumbered balance sheet. Liquidity and Debt Structure Fitch expects Silgan to have adequate liquidity to meet its financial commitments over the forecast period. As of March 2025, $1.08 billion was drawn from the $1.5 billion RCF with the draw including funds to repay the EUR 650 million notes as well as seasonal working capital build. The remaining outstanding provide liquidity to cover seasonal working capital requirements. As of YE 2024, $823 million was available in unrestricted cash. Silgan's seasonal revolver usage can be significant during the third quarter, driven by the fruit and vegetable canning business. Typically, Silgan averages $550 million drawn on its facility during this time, which is usually paid down by the end of year. Liquidity during peak borrowing season is usually over $500 million, with around $1 billion of capacity within the revolver and an additional $100 million or more in cash. The amended credit agreement extends the company's revolving credit facility maturity to November 2029, and the senior secured term loan facility maturity until November 2030. Fitch expects mandatory amortization payments for credit facilities will be manageable, given expected positive FCF generation. Therefore, Fitch views refinancing risk as low. Issuer Profile Silgan Holdings Inc. is a leading supplier of rigid packaging for a range of food, beverage and consumer products, with EBITDA of approximately $900 million on revenue of $5.9 billion. Silgan operates 123 facilities in the Americas, Europe and Asia. 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 ----------- ------ -------- ----- Silgan Holdings Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ senior secured LT BBB- Affirmed RR1 BBB- SK INDUSTRIES: Gets Extension to Access Cash Collateral ------------------------------------------------------- SK Industries, LLC received another extension from the U.S. Bankruptcy Court for the northern district of Florida, Pensacola Division to use cash collateral. The court issued its second interim order authorizing the company to use cash collateral to pay its expenses pending a continued hearing, which is scheduled for June 6. As protection, Regions Bank, the company's lender, was granted post-petition replacement liens on all personal property of the company, including accounts receivable. In addition, SK Industries was ordered to make a monthly payment of $15,000 to Regions Bank and to keep its property insured in accordance with the terms of their loan agreement. Regions Bank is represented by: Dana L. Robbins-Boehner, Esq. Burr & Forman, LLP 201 North Franklin Street, Suite 3200 Tampa, FL 33602 (813) 221-2626 (voice) (813) 221-7335 (fax) drobbins-boehner@burr.com About SK Industries LLC SK Industries, LLC, doing business as Pensacola Athletic Center, is a comprehensive fitness facility offering 24-hour gym access, personal training, childcare services, tennis courts, swimming pools, and group fitness classes. The family-owned business has been serving the Pensacola community since 1985, with a focus on health and wellness for individuals of all ages. SK Industries filed Chapter 11 petition (Bankr. N.D. Fla. Case No. 25-30138) on February 18, 2025, listing between $1 million and $10 million in both assets and liabilities. Judge Jerry C. Oldshue, Jr. oversees the case. The Debtor is represented by Byron W. Wright III, Esq., at Bruner Wright, P.A. SKYX PLATFORMS: Ups Series A-1 Preferred Shares to 480,000 ---------------------------------------------------------- SKYX Platforms Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective May 2, 2025, the Company filed an Articles of Amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock, no par value, having an original issue price of $25.00 per share, with the Division of Corporations of the Florida Department of State. The Amendment was approved by the Company's Board of Directors and by a majority of the holders of Series A-1 Preferred Stock. Pursuant to the Amendment, the Company increased the number of shares designated as Series A-1 Preferred Stock from 400,000 shares to 480,000 shares. A full text copy of the Amendment is available at https://tinyurl.com/3st5t9x5 About SKYX Platforms Corp. Headquartered in Pompano Beach, Florida, SKYX Platforms Corp. develops advanced platform technologies focused on enhancing safety, quality, and ease of use in homes and buildings. With nearly 100 patents and pending applications, the Company's products are designed to improve safety and lifestyle in residential and commercial spaces. In 2023, Sky expanded by acquiring an online retailer specializing in home lighting, ceiling fans, and furnishings. The Company's technologies enable quick and safe installation of light fixtures and ceiling fans without the need to handle hazardous wires. In its report dated March 24, 2025, the Company's auditor, M&K CPAS, PLLC, issued a "going concern" qualification attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing the Company's accumulated deficit, negative cash flows from operations, and recurring net losses, which raise substantial doubt about its ability to continue as a going concern. SKYX reported a net loss of $35.77 million for the year ending Dec. 31, 2024, compared to a net loss of $39.73 million in 2023. As of Dec. 31, 2024, SKYX reported total assets of $65.89 million, total liabilities of $56.83 million, temporary equity of $5 million, and total equity of $4.05 million. Additionally, as of Dec. 31, 2024, SKYX had an accumulated deficit of $181.8 million. SLEEP COUNTRY: DBRS Gives Prov. BB(low) Rating, Trend Stable ------------------------------------------------------------ DBRS Limited assigned a provisional credit rating of (P) BB (low), with a Stable trend to Sleep Country Canada Holdings Inc. (Sleep Country or the Company; rated BB, Stable) proposed $150 million 6.625% Senior Unsecured Notes. The Senior Unsecured Notes rating is based on a recovery rating of RR5. The Company intends to use the proceeds to pay outstanding amounts owed under its Senior Credit Facilities. The Notes are expected to be senior unsecured obligations, and rank pari-passu in right of payment with any existing and future senior unsecured indebtedness, and senior in right of payment to all existing and future subordinated indebtedness of the Issuer. The Notes are expected to be effectively subordinated to all senior secured indebtedness, including indebtedness under the Company's existing Senior Secured Credit Agreement. The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of Sleep Country's existing subsidiaries that are guarantors under the existing Senior Secured Credit Agreement. The credit ratings continue to be supported by Sleep Country's strong market position within the Canadian sleep specialty retail industry, solid retail brand strength and brand portfolio, and strong free cash flow generating capacity. The credit ratings also take into consideration the intense competitive environment within the industry, the Company's exposure to economic cycles, and risks associated with acquisitions. The credit rating assigned to this newly issued debt instrument is based on the credit rating of an already-outstanding debt series of the above-mentioned debt instrument. Please refer to our previous press release "Morningstar DBRS Assigns an Issuer Rating of BB and Provisional Senior Unsecured Notes Rating of (P) BB (low) to Sleep Country Canada Holdings Inc., Stable Trends "for more information, including all relevant disclosures. A provisional rating is not a final rating with respect to the above-mentioned securities and may change or be different than the final rating assigned or may be discontinued. The provisional rating listed above is based on the draft Description of Notes, dated April 24, 2025; the draft Private Placement Memorandum, dated April 24, 2025 and information provided by Sleep Country Canada Holdings Inc.'s to Morningstar DBRS as of May 1, 2025. The assignment of final ratings is subject to receipt by Morningstar DBRS of all information and final documentation that Morningstar DBRS deems necessary to finalize the rating. SOLUNA HOLDINGS: Fails to Meet Nasdaq's Bid Price Requirement ------------------------------------------------------------- Soluna Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received written notice from The Nasdaq Stock Market LLC that the closing bid price for the Company's common stock had been below $1.00 per share for the 30 consecutive business days prior to May 8, 2025, and that the Company is therefore not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2). The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market. In accordance with the Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until November 4, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180-day period. If the Company is not in compliance by November 4, 2025, the Company may qualify for a second 180 calendar-day period to regain compliance. If the Company does not qualify for, or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to delist its common stock, at which point the Company would have an option to appeal the delisting determination to a Nasdaq hearings panel. The Company intends to actively monitor the closing bid price of its common stock and may, if appropriate, consider implementing available strategies to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. About Soluna Holdings Headquartered in Albany, N.Y., Soluna Holdings, Inc. designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. The Company's modular data centers can be co-located with wind, solar, or hydroelectric power plants and support compute-intensive applications, including Bitcoin mining, generative AI, and scientific computing. This approach aids in energizing a greener grid while providing cost-effective and sustainable computing solutions. Albany, N.Y.-based UHY LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company was in a net loss, has negative working capital, and has significant outstanding debt that raise substantial doubt about its ability to continue as a going concern. As of June 30, 2024, Soluna Holdings had $98.68 million in total assets, $48.74 million in total liabilities, and $49.93 million in total equity. STICKY FINGERS: Seeks to Hire Curran & Company LLP as Accountant ---------------------------------------------------------------- Sticky Fingers Restaurants, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Curran & Company, LLP as accountant. The firm will prepare the 2024 federal and state income tax return for the Debtor and other necessary accounting and tax services. The firm will be paid at these rates: Principal (Ryan Curran) $515 Staff $140 Ryan Curran, managing partner at Curran & Company, assured the court that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Ryan S. Curran, CPA, JD Curran & Company LLP 59 Lincoln Park, Suite 200 Newark, NJ 07102 Telephone: (862) 279-7252 Facsimile: (973) 741-2349 Email: info@curranllp.com About Sticky Fingers Restaurants LLC Sticky Fingers Restaurants LLC offers a variety of hickory-smoked meats and Southern barbecue specialties in a casual dining setting. Sticky Fingers Restaurants LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 25-00774) on March 1, 2025. In its petition, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Robert H. Cooper, Esq. at THE COOPER LAW FIRM represents the Debtor as counsel. SUNNOVA ENERGY: Prepares Chapter 11 Bankruptcy Filing ----------------------------------------------------- Reshmi Basu and Mark Chediak of Bloomberg News reports that Sunnova Energy International Inc., a provider of rooftop solar systems, is reportedly making preparations for a potential bankruptcy filing in the coming weeks, according to individuals familiar with the matter. The company is exploring the possibility of filing in Texas, though no final decision has been reached, said the sources, who requested anonymity due to the sensitive nature of the discussions. As previously reported by Bloomberg, Sunnova and its lenders have been assessing options, including obtaining financing to support a Chapter 11 filing and securing bridge funding to allow more time for an out-of-court debt restructuring. 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. * * * 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. SURF 9: Seeks to Extend Plan Exclusivity to August 6 ---------------------------------------------------- Surf 9 LLC, asked the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusivity periods to file a plan of reorganization to August 6, 2025. Since the commencement of the bankruptcy case, the Debtor has made substantial progress towards confirmation, including by obtaining interim approval of DIP financing from Olden Group LLC. Moreover, the Debtor has been negotiating with its creditors at large, including its landlords and Body Glove. To that end, the Debtor has entered into a stipulation, with Jetport Loop regarding its expired warehouse lease, and has filed a motion for authority to enter into a lease addendum with Bernwood LLC, for the continued lease of a small sub-part of the Debtor's previous office spaces. With respect to the Debtor's negotiations with Body Glove, the parties have exchanged terms regarding an ongoing business relationship, but there is admittedly more work to be done. The Debtor explains that it is seeking an extension of the 120-day exclusivity period in which only the Debtor may file a plan of reorganization for an additional 90 days to preserve the status quo while the plan process unfolds. The Debtor respectfully submit that the relevant Adelphia factors militate in favor of the requested extension of the exclusive periods. The Debtor is making progress on all fronts, and requires more time to deal with the complex series of issues being addressed as part of this reorganization. This is the Debtor's first request for an extension of exclusivity and, thus, the Debtor has not abused the privilege of extending exclusivity on multiple occasions. Surf 9 LLC is represented by: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 125 Park Avenue, 12th Floor New York, NY 10017 Telephone: (212) 221-5700 Email: knash@gwfglaw.com About Surf 9 LLC Surf 9 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-40078) on Jan. 8, 2025. In its petition, the Debtor listed assets and liabilities between $10 million and $50 million. Bankruptcy Judge Jil Mazer-Marino handles the case. Kevin Nash, Esq. of Goldberg Weprin Finkel Goldstein LLP, serves as the Debtor's counsel. SWEEPING CORP: FS KKR Marks $8.3 Million 2L Loan at 45% Off ----------------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $8,300,000 loan extended to Sweeping Corp of America Inc. to market at $4,600,000 or 55% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a Second Lien Senior Secured Loan to Sweeping Corp of America Inc. The loan accrues interest at a rate of zero percent per annum. The loan matures on March 2034. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About Sweeping Corp of America Inc. Sweeping Corp of America Inc. is engaged in providing commercial and professional services in the U.S. SYNTHEGO CORP: Hires Epiq as Claims and Noticing Agent ------------------------------------------------------ Synthego Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as claims, noticing, and solicitation agent. Epiq will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. The firm will be paid at these hourly rates: Executive Vice President, Solicitation $190 Solicitation Consultant $190 Project Managers/Consultants/ Directors $170 - $190 Case Managers $85 - $165 IT/Programming $60 - $80 In addition, Epiq will seek reimbursement for expenses incurred. The Debtors provided Epiq a retainer in the amount of $20,000. Kathryn Tran, a consulting director at Epiq, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathryn Tran Epiq Corporate Restructuring, LLC 777 Third Avenue, Twelfth Floor New York, NY 10017 Telephone: (646) 282-2532 About Synthego Corp. Synthego Corp. supplier of gene-editing tools to drug developers and researchers. Synthego Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10823) on May 5, 2025. In its petition, the Debtor reports estimated assets between $50 million and $100 million and estimated liabilities between $100 million and $500 million. Honorable Bankruptcy Judge Mary F. Walrath handles the case. The Debtor is represented by James E O'Neill, Esq. at Pachulski Stang Ziehl & Jones LLP. Perceptive Credit Holdings III, LP, as DIP Lender, is represented by: Christopher M. Samis, Esq. Brett M. Haywood, Esq. Shannon A. Forshay, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 Email: csamis@potteranderson.com bhaywood@potteranderson.com sforshay@potteranderson.com -- and -- James A. Newton, Esq. Miranda K. Russell, Esq. Ilayna Guevrekian, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Email: jnewton@mofo.com mrussell@mofo.com iguevrekian@mofo.com TBB DEEP: Seeks 120-Day Extension of Plan Filing Deadline --------------------------------------------------------- TBB Deep Ellum, LLC and its affiliates asked the U.S. Bankruptcy Court for the Northern District of Texas to extend its exclusivity period to file a plan of reorganization and obtain acceptance thereof for additional one hundred twenty days. The Debtors are a fast-casual restaurant and bar chain focused on serving quality southern comfort food in a social and friendly setting. Since filing, the Debtors have been profitable and continue to work to stabilize their operations. The Debtors also have been working to satisfy their obligations under the Bankruptcy Code, and to move the Bankruptcy Cases forward toward a resolution and eventual plan. Despite the Debtors progress, the Debtors will likely need more time to finalize and file a plan of reorganization. Accordingly, the Debtors file the instant motion to request that the Court extend the exclusivity periods found within section 1121 of the Bankruptcy Code to provide the Debtors with more time to file and confirm a plan. Here, these factors warrant the requested extension of exclusivity for the following reasons: * the Debtors are operating six different restaurant locations, with six different lessors, and five different secured lenders creating complexity and difficulty in proposing a plan; * the Debtors need additional time to obtain the necessary financing to propose a plan of reorganization; * the Debtors have made positive progress toward obtaining the necessary financing to propose a feasible plan of reorganization; * the Debtors are paying their ordinary course expenses as they come due and have remained substantially current with Sysco Corporation, undisputed rent payments, and other ordinary course obligations; * the Debtors have obtained reasonable interest from third parties in investing into the "Biscuit Bar" concept which will enable the Debtors to propose a plan of reorganization. * the Debtors have communicated with the secured creditors and taxing entities to obtain consensus on the Debtors' use of cash collateral, and have answered all creditor inquiries regarding the Bankruptcy Cases in a diligent manner; * the Bankruptcy Cases have been pending since January 21, 2025, and February 6, 2025, respectively and this is the Debtors' first request for an extension of exclusivity deadlines; * the Debtors are not seeking this extension to pressure creditors, but rather seek this extension to be able to propose a plan that will provide a larger dividend to creditors than liquidation; * there are a several unresolved contingencies in the Bankruptcy Cases, principal among them the ongoing dispute with Epic Dallas Office, LP, the TBB Deep Ellum LLC landlord, which will be litigated in adversary proceeding number 25-03040. The Debtors submit that they have made adequate progress toward a plan of reorganization and have not unnecessarily delayed the Bankruptcy Cases. Accordingly, the Debtors respectfully submit that there is adequate cause to grant the proposed extensions of the exclusivity deadlines contained herein. Counsel for the Debtors: Thomas D. Berghman, Esq. Munsch Hardt Kopf & Harr, PC 500 N. Akard St., Suite 4000 Dallas, TX 75201 Telephone: (214) 855-7500 Email: tberghman@munsch.com About TBB Deep Ellum TBB Deep Ellum, LLC operates as The Biscuit Bar and provides counter-service dining featuring biscuit sandwiches and full-bar service. The company operates from its location at 2550 Pacific Avenue in Dallas's Deep Ellum neighborhood. TBB Deep Ellum filed a Chapter 11 petition (Bankr. D. Texas Case No. 25-30207) on January 21, 2025, listing between $50,000 and $100,000 in assets and between $1 million and $10 million in liabilities. Judge Michelle V. Larson handles the case. On February 12, 2025, the bankruptcy court ordered the joint administration of TBB Deep Ellum's case and the Chapter 11 cases filed by its affiliates on February 6, 2025. The affiliates are TBB Boardwalk, LLC, TBB North Arlington, LLC, TBB Stockyards FW, LLC, TBB Coppell, LLC, and TBB Abilene, LLC. Judge Michelle V. Larson oversees the cases. The Debtors' legal counsel is Thomas Berghman, Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas. TELEPHONE AND DATA: Fitch Keeps BB- LongTerm IDR on Watch Negative ------------------------------------------------------------------ Fitch Ratings has maintained the 'BB+' Long-Term Issuer Default Ratings (IDRs) of Telephone and Data Systems, Inc. (TDS) and its subsidiary, United States Cellular Corp. (USM) on Rating Watch Negative (RWN). Fitch has also maintained on RWN both companies' senior unsecured debt ratings of 'BB+' with a Recovery Rating of 'RR4' and TDS' preferred stock ratings of 'BB-'/'RR6'. Fitch placed the ratings on Negative Watch in May 2024 after USM announced the sale of its wireless operations and certain spectrum assets to T-Mobile USA. Fitch expects to resolve the RWN once the transaction is complete, which is anticipated in mid-2025, under the announced terms. Key Rating Drivers Lower Scale Post-Wireless Sale: TDS will lose significant scale from the sale of USM's wireless operations. USM contributed about $3.8 billion in revenue and $0.8 billion in EBITDA in 2024. In May 2024, TDS announced that USM has entered into an agreement to sell its wireless operations, and certain spectrum assets to T-Mobile USA (T-Mobile) for $4.4 billion, subject to certain adjustments. The consideration, payable in cash, includes assumption of up to $2.044 billion of USM's debt by T-Mobile. The latter is dependent on the result of exchange offers that T-Mobile will conduct to exchange USM notes at par and at similar terms with T-Mobile's notes prior to close. The transaction is expected to close in mid-2025, once all regulatory approvals are obtained and all closing conditions are met. The transaction price is likely to be closer to $4.3 billion because $100 million of the $4.4 billion stated transaction price is contingent on USM achieving certain performance targets. The company recently disclosed that it will not be able to achieve those targets before the expected mid-2025 close. USM will retain the tower business (about $200 million in revenue, including T-Mobile leases) and equity partnerships (about $155 million of distributions from partnerships). Conservative Pro Forma Financial Policy: TDS intends to maintain USM's leverage at close to 3x, which translates to Fitch-calculated leverage at parent TDS of about 2x. Fitch includes $555 million of preferred stock ($1.1 billion with 50% equity credit) in TDS's total debt. USM expects to repay all its bank debt including term loans, export credit financing agreement, receivable securitization agreement and RCF ($870 million outstanding as of 1Q25 end) using proceeds from T-Mobile. After paying about $275 million of cash taxes and $140 million-$170 million of transaction and other cash costs, USM is expected to distribute cash as dividends to TDS. Fitch expects TDS to pay down its entire debt at the parent level ($1.2 billion as of 1Q25 end), leaving only $1.1 billion of preferred stock outstanding. The secured notes at USM that do not exchange in T-Mobile's exchange offer will remain outstanding at USM. There is some uncertainty around the participation rates on the exchange offer of the USM unsecured notes. Fitch has assumed 50% exchange rate on each of the $500 million retail notes, maturing in 2069, March 2070 and June 2070, and Fitch has assumed full exchange of $544 million institutional notes for T-Mobile's notes. Fitch believes the company will continue to maintain a conservative financial policy and manage leverage at stated targets. Sale of Wireless Spectrum Assets: During 4Q'24, TDS made two separate announcements about the sale of certain wireless spectrum assets, not included in the T-Mobile transaction, to Verizon and AT&T. The combined gross proceeds from these transactions are $2.018 billion. The net proceeds, net of $300 million to $350 million of cash taxes and transactions costs, are approximately $1.7 billion. The AT&T transaction (at least a portion of it) is expected to be completed soon after the T-Mobile transaction closes. The Verizon transaction is expected to close one year from the close of the T-Mobile transaction. Spectrum Enhances Financial Flexibility: Both the AT&T and Verizon transactions are contingent on the close of the T-Mobile transaction and are part of TDS's strategy to monetize the remaining spectrum. Post-close, USM's spectrum portfolio will be about 30% of its current portfolio. Fitch believes the closed spectrum transactions and any such future transactions provide significant financial flexibility for TDS to fund its fiber build program, potential M&A and/or shareholder returns. Fitch estimates the book value of retained spectrum at about $1.8 billion, indicating substantial monetization benefits in the future. Sufficient Liquidity Profile: TDS and USM's ratings reflect increased financial flexibility over the forecast, supported by ample liquidity from net proceeds from the sale of the wireless business, sale of wireless spectrum to AT&T and Verizon, significant debt reduction leading to improved leverage and coverage metrics, and reduced dividends commensurate with the new operating scale of the business. FCF deficits are high due to increased fiber-related capex. However, Fitch believes the company has sufficient financially flexibility due to high success-based capex and because the fiber build program will essentially be fully funded through sale proceeds of announced transactions. Noncore Assets Provide Flexibility: Fitch believes TDS views USM's 5.5% stake in the Los Angeles partnership and its tower portfolio as core assets. These assets also represent additional sources of financial flexibility should the need arise as the company pursues growth investments. Parent Subsidiary Linkage: Fitch links the ratings of TDS and USM, based on a strong subsidiary/weak parent approach. The linkage incorporates TDS's significant ownership (83%) and control of USM and 'open' legal ring fencing under Fitch's criteria. Fitch analyzes each company's IDR based on TDS' consolidated financial profile. Peer Analysis Fitch-rated investment grade peers of TDS in the telecom sector include national wireless service providers AT&T Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) and T-Mobile USA, Inc. (BBB+/Stable). These companies are much larger in scale than TDS and benefit from geographic/ service level diversification. In cable, Comcast Corporation (A-/Stable) and Charter Communications Inc. (BB+/RWP) have much larger scale, leading market position and diversification from telecom and media assets. On the wireline side, TDS is comparable with rural-focused incumbent wireline providers such as Frontier Communications Holdings, LLC. (B+/RWP) and Windstream Services, LLC (B/RWE). However, compared with these companies, TDS has lower leverage (on an adjusted basis) and greater financial flexibility. In the towers business, USM competes with market leaders American Tower Corporation (BBB+/Stable), Crown Castle Inc. (BBB+/RWN) and SBA Communications that are much larger in scale and have better geographic or product diversification. Key Assumptions Fitch's Key Assumptions Within the Rating Case for the Issuer Include - Fitch assumes that USM's sale of wireless operations and certain spectrum holdings closes on July 1, 2025. Fitch has assumed gross proceeds of $4.3 billion and $2.018 from wireless spectrum proceeds, partly received in 2025 and partly in 2026. - Fitch assumes pro forma revenue will include approximately $200 million of steady state tower revenue at USM. TDS Telecom revenue is expected to grow in low to mid-single digits over the forecast, except in 2025 where revenue is expected to decline slightly due to impact of divestitures and moderation in ARPU growth. - Fitch expects overall EBITDA margins to increase over the forecast largely as a result of the higher margin tower business in the remaining USM and higher EBITDA margins at TDS Telecom. - Dividends at TDS of $18 million-$20 million. - Capex intensity at TDS Telecom in mid-40% - Fitch provides 50% equity credit to TDS's preferred stock. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade If the wireless sale transaction closes as anticipated: - Consolidated EBITDA leverage sustained above 2.5x - Sustained FCF deficits If the transaction does not close: - Core telecom leverage (total debt/EBITDA) calculated including credit for material wireless partnership distributions in EBITDA approaching 3.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - If the transaction closes, Fitch believes that the lower scale combined with negative FCFs would likely not allow an upgrade in the near term. - If the transaction does not close, Fitch believes that competitive factors coupled with TDS's relative position in the wireless industry would likely not allow an upgrade in the near term. Liquidity and Debt Structure As of March 31, 2025, TDS has a cash balance of $348 million as of March 31, 2025. USM holds approximately $182 million of this amount. The company has a combined availability of approximately $699 million, net of letters of credit, on the revolvers at TDS and USM. In addition, USM has a $450 million equipment instalment plan (EIP) receivables securitization facility. In April 2025, TDS and USM's RCF facilities were extended to July 2027, with a provision of earlier repayment at nine months post close of the T-Mobile transaction or the date it receives $1.1 billion of announced spectrum transactions, whichever is earlier. In addition, USM's RCF's commitment reduced from $300 million to $150 million after it receives $500 million from announced spectrum sales. Fitch expects USM to repay all its bank debt, ECF, securitization and RCF facilities, using proceeds from T-Mobile. In addition, TDS is expected to pay down all its $1.2billion of bank debt from the expected special dividend proceeds from USM post close. TDS is expected to retain its preferred stock. During 2021, TDS issued approximately $1.11 billion of perpetual preferred stock in two separate series. The company used the proceeds from preferred stock issuances to redeem all its outstanding notes. Fitch provides 50% equity credit to the preferred stock. Issuer Profile TDS is a diversified telecom company in the U.S. serving about 6 million customers nationwide. It provides wireless services through its 83% owned subsidiary, USM. On May 28, 2024, the company announced agreement to sell its wireless business to T-Mobile. Summary of Financial Adjustments Fitch provides 50% equity credit to TDS's preferred stock. Fitch applied a 3.0x debt-to-equity multiple when adjusting for outstanding EIP receivables related to USM's financial services operations in 2024. 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 Telephone and Data Systems, Inc. has an ESG Relevance Score of '4' for Governance Structure due to its ownership/ voting control concentration by the Carlson family, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Telephone and Data Systems, Inc. LT IDR BB+ Rating Watch Maintained BB+ senior unsecured LT BB+ Rating Watch Maintained RR4 BB+ preferred LT BB- Rating Watch Maintained RR6 BB- United States Cellular Corp. LT IDR BB+ Rating Watch Maintained BB+ senior unsecured LT BB+ Rating Watch Maintained RR4 BB+ TEVA PHARMACEUTICAL: Fitch Hikes IDR to 'BB+', Outlook Stable ------------------------------------------------------------- Fitch Ratings has upgraded the Long-Term Issuer Default Ratings of Teva Pharmaceutical Industries Limited and its subsidiary, Teva Pharmaceuticals USA, Inc., to 'BB+', from 'BB', with a Stable Rating Outlook. Fitch has also upgraded Teva's senior unsecured credit facilities and debt ratings to 'BB+' with a Recovery Rating of 'RR4', from 'BB'/'RR4'. The upgrades reflect Teva's progress in reducing debt and improving flexibility. Fitch expects continued revenue growth from AUSTEDO and AJOVY, as well as Teva's biosimilar pipeline. Teva's focus on optimizing external spend, prioritizing resource allocation, and modernizing its organization is expected to lead to higher operating margins. Teva's improving cash conversion profile should allow it to continue reducing debt and unlock capital to support its transformation. Despite advancements, Teva's credit profile is influenced by challenges, including litigation, geopolitical risks, and changes in trade policy, which may slow further positive rating momentum. Key Rating Drivers Strong Position in Generics and Specialty Medicines: Teva remains a global leader in generics, with a diversified portfolio spanning specialty, over-the-counter, and active pharmaceutical ingredient products. Its scale and global manufacturing footprint, including significant U.S. manufacturing capabilities, provide resilience and operational flexibility. Momentum in Innovative Portfolio: Teva's innovative segment continues to outperform, with 1Q25 sales of Austedo up 40% yoy, Ajovy up 26%, and Uzedy prescriptions increasing 177%. Fitch expects these products to be the primary drivers of near-term revenue growth. Biosimilar and Complex Generic Pipeline: Fitch views Teva's pipeline as a key growth lever. The company launched two biosimilars in 1Q25 and expects five additional launches in the U.S. by 2027. Complex generics and late-stage branded assets, including Olanzapine and Duvakitug, further support long-term revenue visibility. Deleveraging and Financial Discipline: Teva repaid $1.4 billion in debt in 1Q25 and targets net leverage of 2.0x by YE 2027. Fitch calculates current gross and net leverage at around 4.3x and expects leverage to decline to around 4.0x by YE 2025. Liquidity remains solid, with access to ample cash balances and an unused $1.8 billion revolving credit facility. The potential divestiture of the Teva Active Pharmaceutical Ingredients (TAPI) division could accelerate deleveraging, with estimated proceeds exceeding $1.0 billion net of taxes and transaction costs. Operational Efficiency and Margin Expansion: Teva is on track to improve its operating margin, supported by transformation programs that Fitch expects to yield as much as $700 million in net savings over 2025 to 2027. Thew adjusted EBITDA margin improved in 1Q25, reflecting a favorable product mix. Persistent Margin Pressure in U.S. Generics: The U.S. generics market continues to face pricing pressure, due to customer consolidation and commoditization. Teva's strategy to reduce exposure to low-return products and focus on complex generics is mitigating, but not eliminating, this risk. Fitch assumes a CAGR of revenue of around 1% over the medium term. Litigation and Restructuring Costs: Fitch expects elevated litigation and restructuring expenses to persist in the medium term, constraining adjusted EBITDA margins and slowing deleveraging relative to Teva's internal metrics. While major legal risks have been resolved, residual liabilities remain a drag on earnings quality. Revenue Cliff and Product Lifecycle Risk: Teva faces a revenue cliff from generic Revlimid in 2026 and potential headwinds from Medicare Part D negotiations under the Inflation Reduction Act, particularly impacting Austedo in 2027. These risks have been factored into Fitch's revenue forecast for conservatism; however, pipeline progress could more than offset these challenges. Tariff and Geopolitical Exposure: While management indicated that existing tariffs have had an immaterial impact, escalating trade tensions or new tariffs, particularly targeting pharmaceutical imports, could pose a risk to generic manufacturers. Teva's limited sourcing from China and India and its U.S.-based manufacturing footprint provide some insulation, but the sector remains vulnerable to policy shifts. Execution Risk on Asset Sales: Fitch assumes a successful sale of TAPI in fiscal 2025, with proceeds used to help reduce debt in fiscal 2026. However, delays or unfavorable terms could limit the expected deleveraging benefit. The absence of reaffirmed guidance on the transaction timeline introduces some uncertainty. Peer Analysis Within Fitch's rated universe, Viatris Inc. (BBB/Outlook Negative) is a key peer in terms of size and scope of operations in generics. Teva is rated lower, due to its leverage and litigation exposure. However, Teva has demonstrated higher growth over the last three fiscal years, made significant progress in its innovative and complex generics pipeline, and substantially reduced leverage to a level approaching Viatris' leverage. This improved revenue outlook is a key factor in Fitch's recent positive rating actions. Viatris and Sandoz have lower leverage and greater profitability. Compared to other healthcare and pharma peers, such as Avantor, Inc. (BB+/Stable) and Jazz Pharmaceuticals Public Limited Company (BB/Stable), Teva maintains somewhat higher EBITDA leverage and a larger loss contingency profile. Teva Pharmaceutical Industries Limited's and Teva Pharmaceuticals USA, Inc.'s ratings are rated on a consolidated basis under Fitch's Parent and Subsidiary Linkage Rating Criteria using the weak parent/strong subsidiary approach, and open access and control factors based on the entities operating as a single enterprise with strong legal and operational ties. Teva had a modest amount of convertible senior debentures outstanding as of March 31, 2025, after the debenture holders required Teva to redeem them in February 2021. Fitch treats the remaining USD23 million as senior unsecured debt in Teva's capital structure. The debentures receive no equity credit, because the principal amount is paid in cash and only the residual conversion value above the principal amount is paid in shares. Key Assumptions - Revenue increasing at approximately 2.0% over the medium term, driven by growth in Austedo, Ajovy, and Uzedy, with a modest contribution assumed from new product launches. - Generic medicine revenue rising at a CAGR of approximately 1% over the medium term, as generic erosion is counteracted by new generic product launches. - Adjusted EBITDA margins improve gradually over the medium term in the range of 26.0% to 26.7%; Margin expansion may be greater depending on the timing of new product launches and potential tariffs; neither are factored into Fitch's forecast. - Cash costs in the range of USD400 million-700 million for litigation settlements and restructuring charges over the medium term. - A modest investment in working capital over the medium term, which may fluctuate depending on the level of new product launches. - Debt reduction remaining a priority, but declining to levels in line with FCF generation. Fitch treats the balance of sold receivables as a component of adjusted debt. - Effective interest rate of approximately 5.0%-5.5% over the medium term. - Gross EBITDA leverage declining to around 4.0x in 2025; (cash flow from operations - capex) to total debt increasing to a range of 10%-20% over the medium term. - Net proceeds from the sale of TAPI realized in fiscal 2025, of which $1.2 billion is used to pay debt in fiscal 2026. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Gross EBITDA leverage sustained above 4.5x and cash flow-capex/debt sustained below 7.5%; - Inability to maintain stable operating performance and reduce debt, in part due to litigation expenses above forecasts, increased challenges from the generic pricing environment, and an inability to generate meaningful sales from new product launches; - FCF, although positive, falling to levels that meaningfully increase Teva's reliance on asset sales or new external sources of capital to meet debt obligations. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Publicly articulated financial policy expected to maintain EBITDA leverage below 4.0x and cash flow-capex/debt above 10%; - Revenue growth, debt reduction and the favorable resolution of the litigation profile; - Maintaining adequate levels of FCF to continue to pay debt maturities over the medium term; - Completion of the sale of TAPI and use of proceeds for debt reduction. Liquidity and Debt Structure Teva's short-term liquidity sources include cash flow from operations, cash investments, liquid securities, and a USD1.8 billion revolving credit facility maturing in April 2027. The facility, amended in May 2024, has covenants limiting liens and indebtedness, requiring maintenance of certain financial ratios: a maximum net leverage ratio of 4.0x for 2024, 2025 and the first quarter of 2026; 3.75x in the second, third, and fourth quarters of 2026; and 3.5x in the first quarter of 2027 and beyond. Fitch believes Teva can meet these amended ratio requirements due to adequate flexibility under the EBITDA calculation over the medium term. Teva increased its receivable securitization facilities use in 2022 to accelerate cash collections. Fitch views the balance of sold receivables (approximately $1.5 billion as of March 31, 2025) as collateralized financing, adjusting reported debt and changes in sold receivables balances as a component of financing cash flow. Fitch believes Teva has sufficient liquidity from FCF and available cash to meet its obligations in fiscal 2025, but expects refinancing for some 2026 maturities due to insufficient FCF. Depending on the timing and proceeds from the sale of TAPI, Teva may meet 2026 and future debt maturities without additional borrowing. Issuer Profile Teva, a global pharmaceutical company headquartered in Israel, has a significant presence in the U.S., Europe and worldwide. Key strengths include world-leading generic medicines expertise and portfolio, focused specialty medicines portfolio and global infrastructure and scale. Summary of Financial Adjustments Fitch has adjusted historical and forecast EBITDA to remove the effects of reported merger and integration expenses, restructuring costs, impairments, gains from anti-trust legal settlements, litigation charges and LIFO inventory-related adjustments. Fitch has included charges to EBITDA to reflect an estimate of restructuring and litigation costs that it believes may be recurring. For the year ended Dec. 31, 2024, these adjustments led to EBITDA of USD4.2 billion, compared to the USD4.8 billion of adjusted EBITDA reported by Teva. Fitch has also adjusted reported debt and financing cash flow (debt repayment) to include the balance of receivables sold and the annual changes related to these balances, respectively, in connection with EU and U.S. securitization facilities. 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 Teva Pharmaceutical Industries Limited has an ESG Relevance Score of '4' for Exposure to Social Impacts due to {DESCRIPTION OF ISSUE/RATIONALE}, 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 Prior ----------- ------ -------- ----- Teva Pharmaceutical Finance Netherlands IV B.V. senior unsecured LT BB+ Upgrade RR4 BB Teva Pharmaceutical Finance Co, LLC senior unsecured LT BB+ Upgrade RR4 BB Teva Pharmaceutical Finance Netherlands II B.V. senior unsecured LT BB+ Upgrade RR4 BB Teva Pharmaceutical Industries Limited LT IDR BB+ Upgrade BB senior unsecured LT BB+ Upgrade RR4 BB Teva Pharmaceutical Finance Netherlands III B.V. senior unsecured LT BB+ Upgrade RR4 BB Teva Pharmaceuticals USA, Inc. LT IDR BB+ Upgrade BB senior unsecured LT BB+ Upgrade RR4 BB TEXAS OILWELL: Gets Final OK to Use Cash Collateral --------------------------------------------------- Texas Oilwell Partners, LLC received final approval from the U.S. Bankruptcy Court for the Southern District of Texas to use the cash collateral of its secured lenders. The final order signed by Judge Eduardo Rodriguez authorized the company to use cash collateral to pay the expenses set forth in its 13-week budget. Cadence Bank and the U.S. Small Business Administration assert liens on all or substantially all of the company's assets. As of the petition date, Texas Oilwell Partners owed $654,277.50 and $149,340 to Cadence Bank and the SBA, respectively. As protection for the use of their cash collateral, the secured lenders were granted post-petition replacement liens on the company's assets. In case of any diminution in the value of their collateral, the secured lenders will have an administrative expense claim. The company's authority to use cash collateral terminates upon conversion of its Chapter 11 case to one under Chapter 7; removal of the company as debtor-in-possession; or any default under, breach of or failure to comply with the interim order, which is not cured. A copy of the court's order and the budget is available at https://shorturl.at/MtSk3 from PacerMonitor.com. About Texas Oilwell Partners Established in 2017, Texas Oilwell Partners, LLC is a privately-held company that specializes in cutting-edge technology for extended reach, fishing, and gas separation within coiled tubing and workover rig applications. Texas Oilwell Partners filed Chapter 11 petition (Bankr. S.D. Texas Case No. 25-30750) on February 7, 2025, listing up to $50,000 in assets and between $1 million and $10 million in liabilities. The petition was signed by Jason Swinford as member. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by: Brandon John Tittle, Esq. Tittle Law Group, PLLC 1125 Legacy Dr., Ste. 230 Frisco, TX 75034 Tel: 972-213-2316 Email: btittle@tittlelawgroup.com TOMMY'S FORT: Court Approves Disclosure Statement ------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approved the adequacy of the disclosure statement explaining first amended joint Chapter 11 plan of liquidation filed by Mark E. Andrews, the chapter 11 trustee appointed in the chapter 11 cases of Tommy's Fort Worth, LLC and its affiliates. As reported by the Troubled Company Reporter on May 2, 2025, Mark E. Andrews, the chapter 11 trustee appointed in the chapter 11 cases of Tommy's Fort Worth, LLC and its affiliates, submitted a Disclosure Statement describing his Joint Chapter 11 Plan for the Debtors dated March 28, 2025. The Debtors offered a wide range of services with fourteen dealerships and five on-water rental programs across Texas, Colorado, Michigan, Arizona, California, Florida, Nevada, and Tennessee. The Debtors are comprised of seventeen limited liability companies that are either wholly owned by Matthew Borisch or the Matthew Allen Borisch Trust. The Trustee believes that Matthew Borisch owns, directly or indirectly, each of the Debtors in these Chapter 11 Cases. The Debtors generated revenue from four primary revenue streams: (1) boat sales, (2) service and repair, (3) pro shop sales, and (4) waterfront rental and fueling. The plan proposes to pay unsecured creditors through a liquidating trust called the "Creditor Trust." The key feature of the Plan includes a proposed settlement with M&T Bank, the Debtors' primary Prepetition Lender. Under the settlement, M&T Bank will contribute approximately $2,960,000 of its Cash Collateral (in addition to Cash Collateral previously used with M&T Bank's consent during the course of the chapter 11 cases). The Contributed Cash Collateral will be funded into the following Plan Reserves: * $500,000 to be funded into an Administrative Claims Reserve; * $1,750,000 to be funded into a Priority Claims Reserve; * $360,000 to be funded into a Customer Constructive Claims Reserve; and * $350,000 to be funded into a Creditor Trust Reserve. These Plan Reserves will allow for payment of outstanding administrative expenses, professional fee claims, priority tax and non-tax claims, customer claim settlements, and pro rata distributions to other general unsecured non-priority creditors. In exchange for additional cash contribution, M&T Bank (the Prepetition Lender) shall receive in partial satisfaction of the Allowed Prepetition Lender's Secured Claims all Cash held by the Debtors or the Trustee on the Effective Date, except as necessary to fund the Plan Reserves, and M&T Bank will further receive releases from the Trustee and all creditors and parties in interest who do not affirmatively "opt out" of the proposed settlement. Class 5 consists of General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claim against a Debtor agrees to less favorable treatment, each holder of an Allowed General Unsecured Claim shall receive a Creditor Trust Interest. Distributions to holders of Allowed General Unsecured Claims who receive a Creditor Trust Interest shall be on a Pro Rata basis with all other Allowed General Unsecured Claims, as set forth in the Creditor Trust Agreement. Notwithstanding the foregoing, solely for purposes of any distribution made from the portion of the Contributed Cash Collateral funded into the Creditor Trust Reserve, the Prepetition Lender's Allowed General Unsecured Claim shall be subordinated to the holders of all other Allowed General Unsecured Claims. Class 5 Claim holders are impaired under the Plan. Class 8 consists of Equity Interests. On the Effective Date, all Equity Interests in each Debtor shall be cancelled, extinguished, and of no further force or effect. Holders of Equity Interests shall neither retain nor receive any property under the Plan on account of such Equity Interests. Holders of Equity Interests are conclusively deemed to have rejected the Plan and are not entitled to vote. The Creditor Trust shall be established for the benefit of the holders of Allowed General Unsecured Claims. This section sets forth the general terms of the Creditor Trust and certain of the rights, duties, and obligations of the Creditor Trustee. In the event of any conflict between the terms of this section and the terms of the Creditor Trust Agreement, the terms of the Creditor Trust Agreement shall govern. A full-text copy of the Disclosure Statement dated March 28, 2025 is available at https://urlcurt.com/u?l=Xe6G8I from PacerMonitor.com at no charge. Counsel to Mark E. Andrews, Chapter 11 Trustee: Aaron M. Kaufman, Esq. Jason S. Brookner, Esq. Lydia R. Webb, Esq. Emily F. Shanks, Esq. GRAY REED 1601 Elm Street, Suite 4600 Dallas, TX 75201 Tel: (214) 954-4135 Fax: (214) 953-1332 Email: jbrookner@grayreed.com akaufman@grayreed.com lwebb@grayreed.com eshanks@grayreed.com About Tommy's Fort Worth Tommy's is a premium boat dealer with 16 locations across the United States. Tommy's Fort Worth, LLC and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-90000) on May 20, 2024. The petitions were signed by Monica S. Blacker as chief restructuring officer. At the time of filing, the Lead Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Edward L. Morris presides over the case. Liz Boydston, Esq. at GUTNICKI LLP, is the Debtor's counsel. TOMMY'S FORT: June 23 Plan Confirmation Hearing Set --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will hold a hearing on June 13, 2025, at 9:30 a.m. (Prevailing Central Time) before the Hon. Edward L. Morris at Room 204, U.S. Courthouse, 501 W. Tenth Street, Forth Worth, Texas 76102, to consider confirmation of the first amended joint Chapter 11 plan of liquidation filed by Mark E. Andrews, the chapter 11 trustee appointed in the chapter 11 cases of Tommy's Fort Worth, LLC and its affiliates. About Tommy's Fort Worth Tommy's is a premium boat dealer with 16 locations across the United States. Tommy's Fort Worth, LLC and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 24-90000) on May 20, 2024. The petitions were signed by Monica S. Blacker as chief restructuring officer. At the time of filing, the Lead Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Edward L. Morris presides over the case. Liz Boydston, Esq. at GUTNICKI LLP, is the Debtor's counsel. TONA DEVELOPMENT: Taps Ciardi Ciardi & Astin as Bankruptcy Counsel ------------------------------------------------------------------ Tona Development Group LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Ciardi Ciardi & Astin as counsel. The firm will provide these services: (a) give the Debtor legal advice with respect to its power and duties; (b) prepare on behalf of the Debtor any necessary legal papers; (c) perform all other legal services for the Debtor which may be necessary; and (d) prepare and file a Plan of reorganization. The firm's counsel and staff will be paid at these hourly rates: Partners $625 Associates $450 to $475 Of Counsel $525 to $575 Paralegals $100 Mr. Ciardi 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: Albert Ciardi, III, Esq. Ciardi Ciardi & Astin 1905 Spruce St. Philadelphia, PA 19103 Telephone: (215) 557-3550 Email: aciardi@ciardilaw.com About Tona Development Group LLC Tona Development Group LLC is a family-owned small business based in Freehold, New Jersey, specializing in construction management services primarily in New Jersey and New York. Tona Development Group LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 25-14662) on May 2, 2025. In its petition, the Debtor reported estimated assets and liabilities of $1 million to $10 million each. The Honorable Bankruptcy Judge Mark Edward Hall handles the case. The Debtor is represented by Albert A. Ciardi, III, Esq. at Ciardi Ciardi & Astin. TONIX PHARMACEUTICALS: All Seven Proposals Passed at Annual Meeting ------------------------------------------------------------------- Tonix Pharmaceuticals Holding Corp. held its annual meeting of shareholders at which the Company's shareholders approved seven proposals. Shareholders representing 3,002,566 shares, or 46.7%, of the common shares outstanding as of the March 19, 2025 record date, were represented at the meeting by proxy. The proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on March 31, 2025, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. Proposal 1: The Company's shareholders elected Seth Lederman, Richard Bagger, Margaret Smith Bell, David Grange, Adeoye Olukotun, Newcomb Stillwell, Carolyn Taylor, and James Treco to the Board of Directors. Proposal 2: The Company's shareholders ratified the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Proposal 3: The Company's shareholders approved a proposal to authorize the Company's Board of Directors, in its discretion at any time within one year of May 8, 2025, to effect on or more reverse stock splits of then-outstanding shares of the Company's common stock, at an aggregate ratio of not less than one-for-two (1:2) and not greater than one-for-two-hundred-and-fifty (1:250), with the exact ratio, number and timing of the reverse stock splits to be determined by the Board. Proposal 4: The Company's shareholders approved a proposal to amend the Company's Amended and Restated Stock 2020 Stock Incentive Plan to increase the number of shares available for awards under the plan by 1,000,000. Proposal 5: The Company's shareholders approved the Company's 2025 Employee Stock Purchase Plan. Proposal 6: The Company's shareholders approved the executive compensation of the Company's named executive officers. Proposal 7: The Company's shareholders approved the three-year frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation. Following the Company's receipt of the voting results on Proposal 7, the Company has determined to proceed with a frequency for voting on executive compensation of every three years. About Tonix Pharmaceuticals Chatham, N.J.-based Tonix Pharmaceuticals Holding Corp., through its wholly owned subsidiary Tonix Pharmaceuticals, Inc., is a fully integrated biopharmaceutical company focused on developing and commercializing therapeutics to treat and prevent human disease and alleviate suffering. As of December 31, 2024, the Company had $162.9 million in total assets, $23.3 million in total liabilities, and $139.6 million in total stockholders' equity. Iselin, N.J.-based EISNERAMPER LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 18, 2025, citing that the Company has continuing losses and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. TRANSOCEAN LTD: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR ------------------------------------------------------------------ S&P Global Ratings affirmed its ratings on offshore drilling contractor Transocean Ltd., including the 'CCC+' issuer credit rating and revised the outlook to negative from stable. S&P said, "The negative outlook reflects our view that we could lower our rating over the next 12 months if we believe the company is unable to address debt service requirements in a favorable manner, or it completes a refinancing transaction we view as distressed. We forecast the company will generate about $375 million of free cash flow in 2025 improving into 2026 and expect average funds from operations (FFO) to debt of about 11%. "The outlook revision reflects risks around upcoming debt service obligations amid oil price uncertainty. Earlier in the year S&P Global Ratings lowered its 2025 oil price assumption due to a lower global demand growth outlook and added supply pressure from an OPEC+ policy shift. We expect the most immediate effect will be lower drilling activity in short-cycle North American land, but demand for offshore projects remains uncertain since long-term drilling contract awards have remained muted thus far in 2025. "Despite this, Transocean's fleet status is advantaged compared with peers. We estimate about 92% of forecasted revenue is contracted in 2025 and about 75% in 2026, at average dayrates of about $425,000. However, most of these contracts roll off in 2027 just as $655 million of priority guaranteed notes come due in February 2027 and the company must service approximately $520 million of secured debt amortization. Transocean also faces required amortization of $480 million in 2025 and $540 million in 2026, along with the maturity of its $234 million exchangeable bonds due December 2025 (currently out of the money). Although we view the company as able to service its debt obligations this year, primarily with free cash flow and cash on hand, we believe these factors pressure liquidity and increase refinancing risk. "Even with the pause in long-term contract awards, we expect the company will maintain some level of pricing power. Transocean is the marginal supplier with 10 stacked rigs although rig reactivations are not part of our base case given the high cost. Further, the fleet size of 34 rigs is down slightly from last year (37) since one drillship and two harsh environment rigs were sold. In late 2024, the company announced the asset sale of two further rigs, but that transaction failed to close and the sales contract was terminated in early 2025. The assets remain as held for sale and while we do not assume additional asset sales in our analysis, this could be a source of additional liquidity. We also expect stacked older, lower-spec equipment could be scrapped over time if they fail to win new contracts." Rig contract awards at elevated dayrates for 2027 and beyond are key, however 2025 and 2026 are well contracted. Transocean continues to operate well, evidenced by total fleet average revenue efficiency (a measure of actual revenue as a percent of the maximum revenue allowed under drilling contracts) of 95.5% for the first quarter of 2025 (compared with 92.9% a year ago). The U.S. Gulf and offshore Brazil still represent the bulk of ongoing work for Transocean's drillship fleet, while its harsh environment fleet is focused in Norway and Australia. S&P expects offshore Brazil will remain the main growth driver for the industry as Petrobras executes its long-term offshore development. A resurgent West Africa is getting increased near-term focus from operators, although we expect this region could be the first to see lower activity in a commodity downturn given the higher cost and tougher operating conditions. S&P said, "In 2025, we assume Transocean's drillship fleet utilization to average about 57% with an average dayrate of approximately $445,000, while harsh environment utilization averages about 76% with an average dayrate of approximately $409,000. We assume lower dayrates and utilization in 2027 as these contracts roll off. The company also announced a broad, $200 million enterprise-wide cost cutting initiative (half realized in 2025 and half in 2026), which could support financial results, though we do not fully incorporate this in our base case. We expect free cash flow of about $375 million in 2025 improving to $450 million 2026. This is supported by a backlog of $7.9 billion as of April 2025. We anticipate debt metrics to remain steady across our forecast period and expect average FFO to debt of about 11% and debt to EBITDA of about 5x across the next two years. "We assess liquidity as less than adequate over the next 12 months as Transocean continues to repay secured debt at about $500 million annually and looks to address 2027 note maturities. While we expect the company's sources of liquidity to exceed uses by about 1.2x over the next 12 months, we believe the company would need to refinance its debt in order to absorb a low probability, high impact event given the high absolute debt burden and annual amortization requirements. Transocean's unrestricted cash balance dropped to $263 million at March 31, 2025, the lowest in several quarters, although the company had full availability on its revolving credit facility (currently $576 million, dropping to $510 million in June 2025), which has a $200 million minimum liquidity covenant and matures in June 2028. We expect the company will use excess cash, if any, for debt reduction as it moves toward its stated gross debt target of $4.0 billion-$4.5 billion (currently about $6.6 billion). "The negative outlook reflects our view that we could lower our rating over the next 12 months if we believe the company is unable to address debt service requirements in a favorable manner or it completes a refinancing transaction we view as distressed. We forecast the company will generate about $375 million of free cash flow in 2025 improving into 2026 and average FFO to debt of about 10%. "We could lower our rating over the next 12 months if the company completes a refinancing transaction we view as distressed or if liquidity deteriorates further. This would most likely occur if the company cannot contract a material portion of its drilling fleet at elevated dayrates for 2027 and beyond and it has difficulty in accessing the capital markets. "We could revise the outlook to stable if the company addresses upcoming debt service in a favorable manner while improving liquidity." TRINITY INTEGRATED: Seeks Subchapter V Bankruptcy in Arizona ------------------------------------------------------------ On May 16, 2025, Trinity Integrated Healthcare LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Arizona. According to court filing, the Debtor reports between $100,000 and $500,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Trinity Integrated Healthcare LLC Trinity Integrated Healthcare LLC is a Phoenix-based healthcare provider specializing in psychiatric and substance abuse treatment services. Trinity Integrated Healthcare LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 25-04479) on May 16, 2025. In its petition, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. The Debtors are represented by Chris D. Barski, Esq. at Barski Law. TXMV2017 LLC: Claims Will be Paid from Property Sale/Refinance -------------------------------------------------------------- TXMV2017, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Plan and Disclosure Statement dated May 6, 2025. The Debtor owns a garden-style multifamily 352-unit apartment complex. This apartment complex is operating and substantially occupied by tenants. The Debtor commenced this bankruptcy proceeding because of the pending foreclosure sale and the Debtor's belief that millions of dollars in equity exists in the apartment complex available for allowed claims and equity interest holders. Pre-petition, the complex suffered significant damage from certain Houston area storm events resulting in significant reduction of revenue based upon non-occupancy of the damaged units. During the bankruptcy proceeding the Debtor has completed the repair of the damages units and the units are substantially now occupied by tenants. The Debtor will sell (or refinance) the apartment complex (Northborough Drive) on or before June 30, 2026, paying all allowed secured creditors from the proceeds of the sale (or refinance) on all amounts then outstanding in full. The Debtor agrees that if it is unable to sell or refinance by June 30, 2026, it will not commence a subsequent bankruptcy proceeding (as set forth in Part 7(f)). First Technology Credit Union, if not paid in full by June 1, 2026 may notice a July 2026 foreclosure sale. First Technology Credit Union may conduct the July 2026 foreclosure sale if it is not paid in full by June 30, 2026. First Technology Credit Union may upon the Debtor's Material Default under this Plan foreclose sooner than July of 2026. The Debtor shall at all times during this Plan maintain the requisite insurance required under the secured creditors loan documents with the Debtor. The Debtor asserts that creditors in Class 1 are oversecured creditors, in that the pre-petition appraised value of the apartment complex is approximately $40,200,000.00. Creditors in these classes (1(a) and 1(b)) may not repossess or dispose of their collateral or otherwise proceed against the Debtor, its collateral and any guarantors, so long as Debtor is not in Material Default under the Plan (defined in Part 7(c)). Class 1(a) Allowed Secured claims are not impaired and thus not entitled to vote on confirmation of the Plan. Class 1(b) Allowed Secured claims are impaired and are entitled to vote on confirmation of the Plan. Disputed and/or Contingent General Unsecured Claims. * Jose Ernesto Sanchez Sandoval, et al. with $15 million per proof of claim (Claim Register Number 4 to 1). * Texas Real Estate Fund I, LP with a claim amount of $2,067,577.00 per Debtor's Schedules. The Disputed General Unsecured Claims are contingent, disputed and/or unliquidated and will not become allowed claims until one or more final judgments have been entered and all appeals exhausted. If, or once a Disputed General Unsecured Claim becomes an Allowed General Unsecured Claim, it shall no longer be a Disputed General Unsecured Claim and shall be treated in accordance with Class 2 General Unsecured Claims. Jose Ernesto Sanchez Sandoval, et al. are parties to one or more pre-petition lawsuits against the Debtor, et al. Under this Plan, it is proposed that all such plaintiffs after the Effective Date recommence the pending litigation to determine the asserted contingent, disputed and unliquidated personal injury and wrongful death purported claims. The Debtor hereby reserves the right to object to the filed proof of claim by Jose Ernesto Sanchez Sandoval, et al. in the event that such plaintiffs/parties contest confirmation of this Plan, as part of the confirmation process. The Debtor sole equity holder, Dr. Fercan E. Kalkan, shall retain his interest in the Debtor; however no Distributions shall be made until all Allowed Claims have been paid in full. Texas Excel Property Management Services Corp. shall continue to manage the apartment complex at a reduced rate, which is an insider of the Debtor. Dr. Fercan E. Kalan shall remain the Debtor's Sole Manager and Member and shall serve without salary from the Debtor until all Plan payments have been made. On the Effective Date, all property of the estate and interests of the Debtor, that is property of the estate as of the date of Plan confirmation, will vest in the reorganized Debtor pursuant to Section 1141(b) of the Bankruptcy Code free and clear of all lien, claims, interests and encumbrances except as otherwise provided in this Plan. The obligations to creditors that Debtor undertakes in the confirmed Plan replace those obligations to creditors that existed prior to the Effective Date of the Plan. Debtor's obligations under the confirmed Plan constitute binding contractual promises that, if not satisfied through performance of the Plan, create a basis for an action for breach of contract under Texas law. To the extent a creditor retains a lien under the Plan, that creditor retains all rights provided by such lien under applicable non Bankruptcy law. A full-text copy of the Combined Plan and Disclosure Statement dated May 6, 2025 is available at https://urlcurt.com/u?l=xSzToy from PacerMonitor.com at no charge. Counsel for the Debtor: Steven Shurn, Esq. HUGHESWATTERSASKANASE, LLP TotalEnergies Tower 1201 Louisiana, 28th Floor Houston, Texas 77002 Telephone: (713) 590-4200 Facsimile: (713) 590-4230 Cell: (713) 410-2139 About TXMV2017 LLC TXMV2017, LLC owns a 352-unit appartement complex in Houston, Texas. TXMV2017 sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 25-30126) on January 6, 2025, listing up to $50 million in both assets and liabilities. Fercan E. Kalkan, sole manager and member, signed the petition. Steven Shurn, Esq., at Hughes Watters Askanase, represents the Debtor as legal counsel. First Technology Federal Credit Union, as lender, is represented by: Michael P. Menton, Esq. Danika Lopez, Esq. SettlePou 3333 Lee Parkway, Eighth Floor Dallas, Texas 75219 Tel: (214) 520-3300 Fax: (214) 526-4145 E-mail: mmenton@settlepou.com dlopez@settlepou.com URBAN ONE: Moody's Appends 'LD' Designation to 'Caa2-PD' PDR ------------------------------------------------------------ Moody's Ratings appended a limited default (LD) designation to Urban One, Inc.'s (Urban One) Probability of Default Rating, revising it to Caa2-PD/LD from Caa2-PD due to its recent discounted debt repurchases. Urban One's Caa2 Corporate Family Rating, Caa2 senior secured notes rating, SGL-2 Speculative Grade Liquidity Rating (SGL), and negative outlook are not affected. Urban One announced during its Q1 2025 earnings that it repurchased $60 million face value of 7.375% senior secured notes due February 2028 at an approximate 48% discount to par for $31 million in April 2025. This follows a $28 million buyback at a 42% discount for $16 million in Q1 2025. Although the debt buybacks improve the capital structure and reduce the interest burden, Moody's views the recent transactions as a distressed exchange, which is a default under Moody's definition given the significant discount, weak equity valuation, and elevated leverage. The "/LD" designation will be removed in approximately three business days. Urban One, Inc., formerly known as Radio One, Inc., is an urban oriented multi-media company that operates or owns interests in radio broadcasting stations, cable television networks, a 95% ownership in Reach Media, and ownership of Interactive One, its digital platform, as well as other internet-based properties, largely targeting an African-American and urban audience. The company reported consolidated revenue of $438 million as of LTM Q1 2025. URBAN ONE: S&P Raises ICR to 'CCC+', Outlook Negative ----------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Urban One Inc. to 'CCC+' from 'SD' (selective default). S&P said, "We also raised the issue-level rating on the company's $496 million (outstanding) senior secured notes due in 2028 to 'CCC+' from 'D'. The recovery rating remains '3'. "The negative outlook reflects ongoing headwinds from secular and cyclical pressures and the potential for a lower rating if we envision a default within 12 months. Still, we expect Urban One will have sufficient liquidity through cash and availability under its asset-based lending (ABL) revolver to meet its operating and fixed-charge obligations over the next 12 months "We believe Urban One remains dependent on favorable business, financial, and economic conditions to meet its financial obligations, despite the recent reduction in debt. We expect S&P Global Ratings-adjusted gross leverage to increase to 6.5x in 2025 and 7.6x in 2026, compared to 5.9x at the end of 2024, despite the company recently reducing its outstanding senior secured notes by $88.6 million to $496 million. We expect EBITDA will erode over the next few years given both cyclical and secular challenges facing broadcast radio and cable television, which we believe will make it difficult for Urban One to materially improve credit metrics ahead of the company's note maturity in February 2028. "We expect broadcast radio and cable TV revenues will continue to decline given secular challenges that will be exacerbated by weakening economic conditions. The majority of the company's business comes from national advertising, which we expect will continue to underperform local advertising because brand advertising is more expendable than direct response advertising. The company's digital businesses have also been facing headwinds given client attrition, the renegotiation of certain contracts, and higher traffic-acquisition costs. We believe it will become increasingly difficult for debt repayment to fully offset EBITDA declines. "We believe the company will likely seek additional opportunities to buy back debt at a discount. Following the transaction, Urban One has approximately $79.8 million of cash on hand, and full availability under its $50 million ABL, although we note the ABL matures in February 2026. This, along with our expectations for the company to generate $15 million in reported free operating cash flow (FOCF) in 2025 provides it sufficient liquidity to meet its fixed-charge obligations as well as continue to buy back debt at a discount. We believe the company will likely seek additional opportunities to buy back debt at a discount, given its current trading price at around 50 cents on the dollar. We would likely view further debt buybacks as distressed and tantamount to a default (depending on the buyback amount and discount to par) given Urban One's challenged operating and financial performance and uncertainty around future cash flows. "The negative outlook reflects ongoing headwinds from secular and cyclical pressures and the potential for a lower rating if we envision a default within 12 months. Still, we expect Urban One will have sufficient liquidity through cash and availability under its ABL revolver to meet its operating and fixed-charge obligations over the next 12 months." S&P could lower its rating on Urban One if S&P expects a default within the next 12 months. This could happen if: -- Secular declines in broadcast radio or cable television advertising accelerate or digital revenue growth is less robust than expected, deteriorating liquidity; or -- The company pursues below-par debt repurchases, debt exchanges, or an out-of-court restructuring that S&P deems tantamount to a default. Although unlikely within the next 12 months, S&P could raise its rating on Urban One if: -- S&P Global Ratings-adjusted gross leverage declines below 5x; and -- S&P expects the company will refinance its 2028 debt maturity at rates that put it in a position to generate consistent positive FOCF. S&P believes this would likely require sustained revenue and EBITDA growth from accelerated digital revenue improvement to more than offset expected declines in broadcast radio advertising revenue. V820JACKSON LLC: Seeks Cash Collateral Access --------------------------------------------- V820Jackson, LLC asked the U.S. Bankruptcy Court for the Northern District of Illinois for authority to use cash collateral and provide adequate protection. The Debtor needs to use cash collateral to cover necessary operating expenses during its Chapter 11 bankruptcy proceedings. The Debtor obtained financing through a loan agreement dated May 14, 2019, with The Huntington National Bank (successor to TCF National Bank) and Old Second National Bank. The loans are evidenced by two promissory notes totaling approximately $14.4 million at inception. As of May 5, 2025, the total debt owed, including principal, accrued interest, and late charges, has grown to $18.3 million. Huntington holds a first-priority perfected security interest in the rents generated from the property, which constitutes the cash collateral in question. The Debtor's financial troubles began with the onset of the COVID-19 pandemic in 2020 and were exacerbated by significant increases in property taxes. Revenues dropped from $2.7 million to $1.8 million, leading to losses before debt service. Despite these challenges, V820 believes it is now in a strong position due to increased tenant interest and its location in Chicago's vibrant West Loop. To preserve operations and fund a potential plan of reorganization, the Debtor seeks to use rental income (cash collateral) to pay necessary business expenses, including insurance, utilities, payroll, maintenance, and rent under its ground lease. The monthly operating expenses total $190,243. for May 2025 and $209,073 for June 2025. The Debtor asserts that it has no realistic alternative funding sources at this time, though it is in advanced discussions with potential investors. The use of the cash collateral is essential to maintaining operations and developing a plan that would provide greater returns to creditors than a liquidation would. As protection for Huntington Bank, the Debtor proposed maintaining property insurance, granting a post-petition lien on rental income, and offering a priority administrative claim under 11 U.S.C. section 507(b) for any decline in the collateral's value. A hearing on the matter is set for May 28, at 9:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=z84SmI from PacerMonitor.com. About V820Jackson LLC V820Jackson, LLC is classified as a single-asset real estate debtor under the definition set forth in Section 101(51B) of the U.S. Bankruptcy Code. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-07228) on May 12, 2025. In the petition signed by Andrew P. Vaccaro, manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Michael B .Slade oversees the case. Ariel Weissberg, Esq., at Weissberg and Associates, Ltd., represents the Debtor as legal counsel. VILLAGE AT GERMANTOWN: Fitch Affirms 'BB-' IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed The Village at Germantown, TN's (TVAG) Issuer Default Rating (IDR) at 'BB-'. Fitch has also affirmed the following bonds issued by The Health, Educational and Housing Facility Board of the County of Shelby, TN on behalf of TVAG at 'BB-': - $19,250,000 residential care facility mortgage revenue bonds series 2014. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- The Village at Germantown (TN) LT IDR BB- Affirmed BB- The Village at Germantown (TN) /General Revenues/1 LT LT BB- Affirmed BB- The affirmation reflects improved and stable operating performance. TVAG was able to produce debt service coverage above of 1.9x for 2024 which exceeds its 1.2x covenant. Coverage was supported by improved underlying operating performance, mostly related to lower operating expenses, and high net entrance fee receipts. Net entrance fee receipts for 2024 were $4,935,000 as compared to $1.4 million for 2023. Fitch expects net entrance fee receipts to moderate between $3 million and $4 million over the next several years. TVAG's balance sheet stabilized as a result of the operational improvements in 2024. Cash-to-adjusted debt remained somewhat weak for the 'bb' financial profile assessment at 36% for 2024, supporting TVAG's rating at the low end of the 'BB' rating category. SECURITY The bonds are secured by a gross revenue pledge and first mortgage lien. A debt service reserve fund provides additional security. KEY RATING DRIVERS Revenue Defensibility - bb Challenged IL Occupancy; Improving Sales The weak revenue defensibility largely reflects a decline in independent living (IL) occupancy since 2019, when IL occupancy was 92%. Since then, IL occupancy has been on a downward trend and over the last 18 months has stabilized at just under 80%. IL occupancy in Q1 2025 averaged 80%. The challenges in occupancy have been mostly with smaller two-bedroom and one-bedroom apartments. Currently all 28 of TVAG's villas, which are its largest units, are occupied. A competitor located approximately seven miles away opened in 2021 and also has a sizable number of unsold smaller units. The marketing and sales consultant that TVAG is working with is employing a targeted marketing campaign to fill these smaller units. The success of TVAG's efforts to increase IL occupancy and enhance cash flow will largely hinge on turnover rates in the coming months. Occupancy in assisted living (AL) and skilled nursing (SNF) have also improved and were at 97% and 80%, respectively, in Q1 2025. Operating Risk - bb Stressed Operating Metrics TVAG's operating performance has deteriorated due to lower IL occupancy in the last few years, coupled with the staffing and inflationary challenges that the sector has been experiencing. Historically, its operating ratio was around 95%. In 2021, the operating ratio rose to almost 100%, and in 2022 it rose to 114%. The operating ratio improved to 102.5% in 2023, but this remains consistent with a weaker operating risk assessment. Results in 2024 were improved with a 99.2% operating ratio. The positive performance is primarily due to lower operating expenses, helped by lower marketing and health care costs. Net entrance fee receipts and TVAG's net operating margin - adjusted (NOMA) was at 22.1%. The NOMA was below 10% in the last two years. TVAG's capital spending has averaged about 70% of depreciation in the last five years, which is consistent with the weaker assessment. Despite the lower capital spending, the average age of plant was 12.2 years, in 2024, which is good. Debt metrics are mixed. Maximum annual debt service (MADS) as a percentage of revenue was 14.8% in 2024, which is just outside the midrange assessment levels. Debt to net available, which reflects more the operational performance, was greatly improved at 7.4 compared to 18.2 and 19.6 in 2023 and 2022 respectively. Financial Profile - bb Thin Financial Profile As of YE 2024, TVAG had unrestricted cash and investments of approximately $17.7 million, which was down from $21.2 million at YE 2022, but consistent with 2023 results of $17.2 million. Unrestricted cash and investments (inclusive of a debt service reserve fund), represented about 36.8% of total adjusted debt. MADS coverage was 1.9x. Fitch's base case scenario, which is a reasonable forward look of financial performance over the next five years given current economic expectations, shows TVAG's operating ratio at about 95% over the next few years, with capital spending expected to remain below depreciation and focused on renovations of turned over apartments. Fitch's stress scenario assumes an economic stress (to reflect both operating and equity volatility). The portfolio stress is specific to TVAG's asset allocation. The base case forward look shows TVAG's key adjusted leverage metrics remining consistent with the lower end of the 'bb' category. Metrics are thinner in the stress but remain in the 'bb' category, but the thinner metrics emphasize the execution risk over the next few years. TVAG would need to further improve performance to rebuild its balance sheet and cash flow. Asymmetric Additional Risk Considerations No asymmetric risks informed the rating outcome. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to consistently make the 1.2x debt service coverage covenant; - A reversal in the positive marketing and sales trend such that IL occupancy falls to below 75%; - Operating ratios that stabilize above 100%; - A deterioration in unrestricted liquidity such that DCOH falls to below 200 days and cash-to-adjusted debt falls to about 25%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improved cash flow driven by IL occupancy above 80% such that the operating ratio is below 100%, debt service coverage is consistency above 1.5x, and unrestricted cash and investment shows organic growth. PROFILE TVAG is a Tennessee not-for-profit corporation organized in 2000 that owns and operates a single site life plan community located in Germantown, TN. It was organized with the assistance of Methodist LeBonheur Healthcare and has been affiliated with Methodist LeBonheur Healthcare since its inception. TVAG is the only member of the obligated group, and Methodist LeBonheur Healthcare has no obligation with regard to TVAG's outstanding bonds. TVAG and Methodist LeBonheur Healthcare are parties to an affiliation agreement through which Methodist LeBonheur Healthcare receives an annual affiliation fee of $75,000 and provides assistance and support in the development and operation of TVAG. Fitch views the affiliation favorably as it provides TVAG with unique access to Methodist LeBonheur Healthcare's broad knowledge base and expertise in health care, regulatory and operational matters. TVAG has 230 IL units (202 IL apartments, 28 IL cottages), 32 AL units, 16 memory care units and 55 SNF beds. Total operating revenues in 2024 (unaudited) were $27.2 million. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by data from DIVER by Solve. 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. VSG GROUP: Seeks to Hire Daryl A. Hensel CPA as Accountant ---------------------------------------------------------- VSG Group LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Daryl A. Hensel, CPA, LLC as accountant. The firm's services include preparing the Debtor's 2024 tax returns, and assisting the Debtor with other tax-related matters. Services will be billed at a rate of $160 per hour. As disclosed in the court filings, Daryl A. Hensel, CPA, LLC is a disinterested person within the meaning of 11 USC 101(14). The firm can be reached through: Daryl A. Hensel, CPA Daryl A. Hensel, CPA, LLC 4515 E. Pershing Blvd., Suite F Cheyenne, WY 82001 Phone: (307) 426-4453 Email: admin@wyocpa.org About VSG Group LLC VSG Group LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 25-13161) on March 27, 2025, listing up to $50,000 in both assets and liabilities. Judge Michael B Kaplan presides over the case. Melinda D. Middlebrooks, Esq. at Middlebrooks Shapiro, P.C. represents the Debtor as counsel. WARREN RESOURCES: FS KKR Marks $24.3-Mil. 2L Loan at 14% Off ------------------------------------------------------------ FS KKR Capital Corp. (FSK) has marked its $24,300,000 loan extended to Warren Resources Inc. to market at $20,800,000 or 86% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a Second Lien Senior Secured Loan to Warren Resources Inc. The loan accrues interest at a rate of 4% per annum. The loan matures December 2026. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About Warren Resources Inc. Warren Resources Inc., is an independent energy company engaged in the exploration, development and production of domestic onshore crude oil and natural gas reserves. It is primarily focused on the development of its waterflood oil recovery properties in the Wilmington field within the Los Angeles Basin of California, its position in the Marcellus Shale gas in northeastern Pennsylvania and its coalbed methane, or CBM, natural gas properties located in Wyoming. WASTE SERVICES: FS KKR Marks $11.2-Mil. 1L Loan at 38% Off ---------------------------------------------------------- FS KKR Capital Corp. (FSK) has marked its $11,200,000 loan extended to Waste Services Group Pty. Ltd. to market at $6,900,000 or 62% of the outstanding amount, according to Saratoga FSK's Form 10-K for the fiscal year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission. FSK is a participant in a First Lien Senior Secured Loan to Waste Services Group Pty Ltd. The loan accrues interest at a rate of 5% per annum. The loan matures on March 2032. FSK was incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940. The Company has various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. FSK is led by Michael C. Forman as Chief Executive Officer, Steven Lilly as Chief Financial Officer, and William Goebel as Chief Accounting Officer. The Fund can be reach through: Michael C. Forman FS KKR Capital Corp. 201 Rouse Boulevard Philadelphia, PA 19112 Telephone: (215) 495-1150 About Waste Services Group Pty. Ltd. Waste Services Group Pty. Ltd. is engaged in providing commercial and professional services in the U.S. WATER'S EDGE: Seeks to Extend Plan Exclusivity to July 21 --------------------------------------------------------- Water's Edge Limited Partnership asked the U.S. Bankruptcy Court for the District of Massachusetts to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to July 21 and September 16, 2025, respectively. Since the filing of the Chapter 11 Case, the Debtor has engaged in extensive negotiations with multiple parties interested in acting as a plan sponsor and/or joint venture partner to fund payment to creditors under a Plan and the necessary repairs and renovations to the Property. The Debtor continues to engage with this potential partner and is in discussions with several other interested parties. The various proposals under consideration by the Debtor provide for creditors to be paid the allowed amounts of their claims in full except as otherwise agreed and for the capital needed to repair and renovate the Property. The Debtor explains that it has made substantial progress with respect to the formulation of its plan of reorganization. The Debtor's revenues from the rent collected have been as projected and its operating expenses have been with few exceptions at or below projections and are below budget on a cumulative basis. The Debtor claims that it has satisfied its reporting and other obligations with the Office of the United States Trustee. The Debtor has filed all of its required monthly operating reports and has otherwise responded promptly to requests for information from the United States Trustee. Water's Edge Limited Partnership is represented by: Kathleen R. Cruickshank, Esq. MURPHY & KING Professional Corporation 28 State Street, Suite 3101 Boston, MA 02109 Tel: (617) 423-0400 About Water's Edge Limited Partnership Water's Edge Limited Partnership is primarily engaged in renting and leasing real estate properties. Water's Edge Limited Partnership sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 24-12445) on Dec. 5, 2024. In the petition filed by Evelyn M. Carabetta, authorized representative, the Debtor estimated assets and liabilities between $10 million and $50 million. Bankruptcy Judge Christopher J. Panos handles the case. The Debtor tapped David Frye, Esq., at Russo, Frye & Associates, LLP as counsel and Verdolino & Lowey, PC as financial advisor. WESTERN METAL: Seeks to Hire Pack Law as Bankruptcy Counsel ----------------------------------------------------------- Western Metal Properties LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Pack Law as counsel. The firm's services include: a. assisting the Debtor in carrying out its duties as debtor in possession in the Chapter 11 Case; b. representing the Debtor in respect of a potential sale of its assets under section 363 of the Bankruptcy Code; c. representing the Debtor in respect of its negotiation, prosecution, and confirmation of a plan of reorganization, and consummation of the restructuring transaction contemplated therein; d. preparing and assisting the Debtor in filing and prosecuting all applications, motions, answers, responses, reports, memoranda of law, and other papers required in connection with the Chapter 11 Case; and e. performing any other service that may be required in connection with the Chapter 11 Case or confirmation of the Debtor's proposed plan of reorganization. Pack Law's hourly rates are: Joseph A. Pack, Esq. $750 Jessey Krehl, Esq. $550 Jorge A. Sanz, Esq. $420 Paralegal Support $250 Pack Law received from Scopetta a retainer in the amount of $50,000. Joseph Pack, Esq., a partner at Pack Law, 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: Joseph A. Pack, Esq. Pack Law, P.A. 51 NE 24th St., Suite 108 Miami, FL 33137 Tel: (305) 916-4500 Email: joe@packlaw.com About Western Metal Properties LLC Western Metal Properties LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 25-14448) on April 23, 2025. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. The Debtor hires PACK LAW as counsel. WINDMILL POINT: Gets Interim OK to Use Cash Collateral ------------------------------------------------------ Windmill Point Apartments DE, LLC got the green light from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to use cash collateral. At the hearing held on May 21, the court approved the Debtor's interim use of cash collateral and set another hearing for June 18, at 2:00 p.m. The Debtor owns 69 residential units near the University of Central Florida, which are 95% leased. A foreclosure lawsuit was filed by Wilmington Trust, N.A., the secured lender, due to alleged missed mortgage payments starting in May 2024. The Debtor disputes the default, citing sufficient reserve funds that the lender refused to apply toward payments. The Debtor needs to use approximately $47,193 in cash collateral over the next few weeks to cover necessary operating expenses such as utilities, maintenance, and vendor payments. The Debtor projects $99,034 in total income and $47,193 in total expenses from May to June. About Windmill Point Apartments De Windmill Point Apartments De, LLC is a single-asset real estate debtor under U.S. bankruptcy law, as defined in 11 U.S.C. section 101(51B). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-02855) on May 13, 2025. In the petition signed by Barry Watson, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Grace E. Robson oversees the case. Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP, represents the Debtor as legal counsel. Wilmington Trust, N.A., as lender, is represented by: Ryan C. Reinert, Esq. Bridget M. Dennis, Esq. SHUTTS & BOWEN LLP 4301 W. Boy Scout Blvd., Suite 300 Tampa, FL 33607 Telephone: (813) 229-8900 Email: bdennis@shutts.com rreinert@shutts.com WOODMAN INVESTMENT: Seeks to Hire Michael Jay Berger as Counsel --------------------------------------------------------------- Woodman Investment Group LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Michael Jay Berger as counsel. The firm will render these services: (a) communicate with creditors of the Debtor; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy petition; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the United states Trustee; (e) prepare status reports as required by the court; and (f) respond to any motions filed in the Debtor's bankruptcy proceeding. (g) respond to creditor inquiries; (h) review proofs of claim filed in the Debtor's bankruptcy; (i) object to inappropriate claims; (j) prepare Notices of Automatic Stay in all state court proceedings in which the Debtor is sued during the pendency of its bankruptcy proceedings; and (k) if appropriate, prepare a Chapter 11 Plan of Reorganization for the Debtor. The firm will be paid at these hourly rates: Michael Berger, Partner $695 Sofya Davtyan, Partner $645 Angela Gill, Sr. Associate Attorney $595 Robert Poteete, Associate Attorney $475 Senior Paralegals/Law Clerks $275 Paralegals $200 Law Offices of Michael Jay Berger received a retainer of $25,000. Mr. Berger 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: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd, 6th Floor Beverly Hills, CA 90212 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: Michael.Berger@bankruptcypower.com About Woodman Investment Group LLC Woodman Investment Group LLC owns the retail shopping center at 6801-6817 Woodman Avenue in Van Nuys, California. The property is valued at $12 million, based on comparable sales in the area. Woodman Investment Group LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-10775) on May 2, 2025. In its petition, the Debtor reports total assets of $12,338,987 and total liabilities of $27,605,068. Honorable Bankruptcy Judge Martin R. Barash handles the case. The Debtor is represented by Michael Jay Berger, Esq. at LAW OFFICES OF MICHAEL JAY BERGER. WW INTERNATIONAL: Seeks to Hire Kroll as Claims & Noticing Agent ---------------------------------------------------------------- WW International, Inc. and affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kroll Restructuring Administration LLC as claims, noticing, and solicitation agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Prior to the petition date, the Debtors provided Kroll an advance in the amount of $130,000. Benjamin Steele, a managing director at Kroll, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 About WW International Inc. WW International, Inc. provides weight control programs. It offers subscriptions for commitment plans that give their clients access to meetings and online subscriptions and give their members guidance and access to a supportive community to help enable them for healthy habits. WW International filed Chapter 11 petition (Bankr. D. Del. Case No. 25-10829) on May 6, 2025. In the petition signed by Felicia DellaFortuna, chief financial officer, the Debtor disclosed between $1 billion and $10 billion in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. The Debtor is represented by Christin Cho, Esq. and Simon Franzini, Esq., at Dovel & Luner, LLP. [] Baltimore Harborview Marina Up for Sale on May 28 ---------------------------------------------------- A foreclosure auction scheduled on May 28, 2025, at 2:00 p.m., for the sale of harborview marina located at 500 Harborview Drive, Baltimore, Maryland 21230. For further information regarding the sale, contact real estate auctioneer AJ Billing at 410-296-8440 or visit https://www.ajbilig.com/ ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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