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250722.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 22, 2025, Vol. 29, No. 202 Headlines 100 PERCENT: Unsecureds Will Get 18.05% of Claims over 5 Years AADVANTAGE LOYALTY: Fitch Affirms 'BB+' Rating on Sr. Secured Notes ACUREN HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable AGEAGLE AERIAL: Grassi & Co. Replaces Withum as Auditor ALBANY EQUITY: Case Summary & Three Unsecured Creditors ALBANY INN: Case Summary & 20 Largest Unsecured Creditors ALEON METALS: Taps Morrison & Foerster to Help Revamp Balance Sheet AM-SEDGWICK LLC: Seeks Chapter 11 Bankruptcy in New York AMERICAN BOATHOUSE: Hires BransonLaw PLLC as Legal Counsel AMERIGLASS CONTRACTOR: Unsecureds Will Get 7% over 60 Months ARORA INVESTMENTS: Seeks Chapter 11 Bankruptcy in Wisconsin ASCEND PERFORMANCE: Optimal Field Steps Down as Committee Member AT HOME GROUP: Natco Products Steps Down as Committee Member AUTOMATED TRUCKING: U.S. Trustee Appoints Creditors' Committee AVALON GLOBOCARE: Issues $200K Convertible Notes to 2 Investors BBCMS MORTGAGE 2025-5C36: Fitch Gives B-(EXP) Rating on J-RR Certs BEYOND AIR: Director Robert Goodman Reports 40K Shares BIG STORM: Seeks to Hire Blanchard Law P.A. as Counsel BLUE HAWK: Seeks Chapter 11 Bankruptcy in California BLUM HOLDINGS: Signs Term Sheet to Acquire NorCal Cannabis Retailer BRANDFOX LLC: Case Summary & 20 Largest Unsecured Creditors BRIGHTSTAR LOTTERY: S&P Affirms 'BB+' ICR, Outlook Stable CAASTLE INC: Founder Indicted in $300 Million Investor Fraud Scheme CAPARRA HILLS: Fitch Alters Outlook on B+ LongTerm IDR to Positive CHINOS INTERMEDIATE: S&P Downgrades ICR to 'B-', Outlook Stable CLASSIC RECREATIONS: Hires Munsch Hardt Kopf as Counsel CONFLUENCE CORP: Case Summary & 20 Largest Unsecured Creditors CONVERGINT TECHNOLOGY: S&P Rates Second-Lien Term Loan 'CCC' CORECIVIC INC: S&P Upgrades ICR to 'BB' on Industry Tailwinds CREATIVE REALITIES: Grants 450K RSUs to CEO, 50K to Interim CFO CROWN SUBSEA: S&P Rates $1.9BB First-Lien Term Loan 'B+' DANIMER SCIENTIFIC: Gets Court Clearance to Exit Chapter 11 DARE BIOSCIENCE: All Proposals OK'd at Reconvened Annual Meeting DARYL SCHNELTEN: Tuttle, et al. Lose Bid to Dismiss Petersen Case DEL MONTE: U.S. Trustee Appoints Creditors' Committee DOWNTOWN UTICA: U.S. Trustee Unable to Appoint Committee DVAC HEATING: Gets OK to Use Cash Collateral Until July 31 ENERGY FOCUS: Gina Huang Resigns; Chao-Jen Huang Joins Audit Panel ENTECCO FILTER: Court Extends Cash Collateral Access to Aug. 22 ERS MEDICAL: Seeks Chapter 11 Bankruptcy in California ETROG PROPERTIES: Case Summary & Nine Unsecured Creditors FLUTTER ENTERTAINMENT: S&P Affirms 'BB+' Issuer Credit Rating FOCUS UNIVERSAL: Gets Nasdaq Notice for $35M Market Value Shortfall GARDA WORLD: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable GLOBAL TECHNOLOGIES: Ends Share Exchange Deal With GOe3, Brimacombe HARDING BELL: Seeks Chapter 11 Bankruptcy in Florida HELIUS MEDICAL: Regains Nasdaq Compliance With Equity Requirement HMONG EDUCATION: S&P Affirms 'BB+' Rating on Lease Revenue Bonds IRWIN NATURALS: Court OKs Bid to Use Cash Collateral Until Sept. 3 J&J VENTURES: S&P Assigns 'B' Rating on New $150MM Term Loan JOHN R. KEARNEY: Unsecureds Will Get 100% via Quarterly Payments JOSHUA MANAGEMENT: Voluntary Chapter 11 Case Summary KRAKEN OIL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable KRBJ INVESTMENTS: Voluntary Chapter 11 Case Summary LMD HOLDINGS: Seeks Chapter 11 Bankruptcy in Michigan MARINER WEALTH: S&P Alters Outlook to Positive, Affirms 'B-' ICR MCGRAW HILL: S&P Places 'B' ICR on Watch Pos. on Debt Repayment MERIT STREET: U.S. Trustee Appoints Creditors' Committee MIDTOWN VENTURE: Gets Extension to Access Cash Collateral MOBIQUITY TECHNOLOGIES: Inks $4M ELOC Purchase Deal With ClearThink MODERN BUILDERS: Hires Anthony & Partners LLC as Legal Counsel MONTEREY CAPITOLA: Amends Unsecureds & Secured Claims Pay NANOVIBRONIX INC: Corrects Floor Price of Series G Preferred Shares NETCAPITAL INC: 3i Entities Report 9.9% Equity Stake NETCAPITAL INC: Intracoastal Capital Holds 7.1% Equity Stake NEW FORTRESS: S&P Lowers ICR to 'CCC' on Mounting Refinancing Risk NO LIMITS AVIATION: Amends Unsecured Claims Pay Details NOBLE LIFE: Wins OK to Use Cash Collateral Until Aug. 31 ODM TRUCK: Seeks Chapter 11 Bankruptcy in Florida ONDAS HOLDINGS: Extends $8M+ Note Maturities to December P3 HEALTH: CEO Aric Coffman Joins Board After Dr. Abdou Resigns PALATIN TECHNOLOGIES: NYSE Panel Affirms Delisting Decision PARAGON INDUSTRIES: U.S. Trustee Appoints New Committee Member PARK-OHIO INDUSTRIES: Fitch Rates New Sr. Secured Notes 'B+' PARTY CITY: Court Certifies Class in Hanlon WARN Lawsuit PARTY CITY: Hanlon Wins Bid to Amend Class Action Adversary Case PINEAPPLE PROPERTIES: Gets Extension to Access Cash Collateral PROJECT PIZZA: Seeks to Hire Belvedere Legal as Counsel PROJECT PIZZA: Unsecureds to Get 5.73 Cents on Dollar in Plan PROVIDENT GROUP-ROWAN: S&P Affirms 'B' Rating on 2015A Rev. Bonds QXC COMMUNICATIONS: Gets Extension to Access Cash Collateral RED RIVER: Talc Creditors Slam Judge for Overlooking Fee Issues REDDIRT ROAD: Final Hearing to Use Cash Collateral Set for Aug. 6 ROMAN CATHOLIC: Hires Coldwell Banker as Real Estate Valuator S&R EQUIPMENT: Gets Final OK to Use Cash Collateral S&R EQUIPMENT: Hires Bankruptcy Law Offices as Counsel SAINT PAULS: Voluntary Chapter 11 Case Summary SCHUMACHER GROUP: S&P Rates New $600MM First-Lien Term Loan B 'B' SD BACKYARD: Seeks to Hire Fennemore LLP as Counsel SHARPLINK GAMING: Replaces Cherry Bekaert with KPMG as Auditor SHERWOOD HOSPITALITY: Seeks Continued Cash Collateral Access SHOREVIEW HOLDING: Hires HMP Advisory as Financial Advisor SOLUNA HOLDINGS: Sets August 18 for 2025 Annual Meeting SOUTH COAST EQUIPMENT: Unsecureds Will Get 10.59% over 60 Months SOUTHERN AUTO: Court Extends Cash Collateral Access to Aug. 1 SOUTHERN GOURMET: Hires Robert K. Frisch as Attorney ST. AGUSTIN: Hires Godreau & Gonzalez LLC as Legal Counsel SUNDANCE LIVING: To Close Outlet Due to Rising Financial Pressure SUNSET PALM: U.S. Trustee Unable to Appoint Committee T&S FOOD: Hires Clark Hill PLC as Bankruptcy Counsel T&S FOOD: Hires Haynie & Company as Accountant T&S FOOD: Hires National Franchise Sales as Franchise Broker TALEN ENERGY: S&P Affirms 'BB-' ICR, Outlook Stable THOMPSON ELECTRIC: Court Extends Cash Collateral Access to Aug. 8 US COATING: Gets Extension to Access Cash Collateral US STEEL: S&P Raises ICR to 'BB+' on Acquisition by Nippon Steel VEGAS CUSTOM: Hires Leavitt Legal Services as Counsel WORLD WIDE INVESTMENT: U.S. Trustee Unable to Appoint Committee ********* 100 PERCENT: Unsecureds Will Get 18.05% of Claims over 5 Years -------------------------------------------------------------- 100 Percent Chiropractic Cotto, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a First Amended Plan of Reorganization for Small Business dated June 27, 2025. The Debtor is a Colorado limited liability corporation which owns and operates a chiropractic wellness clinic located at 14151 East Cedar Avenue, Aurora, Colorado 80012. Dr. Yahdi Cotto Jorge ("Dr. Cotto") is the Debtor's sole Member and Manager. The Debtor offers a variety of chiropractic services including, among other things, services for head, back and neck pain, sports injuries, car accidents, migraines, and prenatal care. The Debtor also offers massage therapy services and sells a variety of nutritional supplements. The Debtor has built strong, lasting relationships with its clientele because of the services it offers. As a result, the Debtor is well-established within the community. The Debtor is also a franchisee of 100 Percent Chiropractic Inc. ("Franchisor"). The Franchisor and franchisees, including the Debtor, are an amalgamation of full-service wellness clinics throughout the United States that offer cutting edge chiropractic care, massage therapy, and a full line of the quality nutritional supplements. The Debtor filed for relief on December 18, 2024 under Chapter 11 of the Bankruptcy Code. The Debtor elected to be treated as a Small Business Debtor under Subchapter V as its noncontingent and liquidated debts are less than $3,064,000. Class 7 consists of General Unsecured Claims. Class 7 is impaired. Class 7 claimants shall receive payment of their Allowed Claims as follows: * Class 7 shall receive an annual pro-rata distribution from the Debtor's deposits into the Creditor Fund equal to a variable percentage of the Debtor's Gross Revenues generated over a five-year period commencing on the first day of the first full month following the Effective Date of the Plan and continuing for an additional five years thereafter ("Repayment Term"). * The variable percentage of Gross Revenues paid to Class 7 creditors shall be equal to 50% of the Debtor's Net Cash Flow (gross income less all operating expenses) after payment of all senior classes, including administrative, secured and priority. * The first distribution to Class 7 creditors shall be made on the first anniversary of the Effective Date of the Plan, and on each successive anniversary thereof during the Repayment Term. Based on the estimated distributions and undisputed claims, Class 7 Claimants are anticipated to receive approximately 18.05% of their allowed claims within Repayment Term. In any event, Class 7 creditors shall not receive more than the amount of their Allowed Claims. Class 9 includes the Membership Interests in the Debtor held by Dr. Yahdi Cotto Jorge. Class 9 is Impaired by this Plan. Class 9 membership interests shall be cancelled. Dr. Cotto-Jorge shall be issued new membership interests in satisfaction for her pre petition loans to the Debtor. The Debtor shall amend its Articles of Organization and/or its Operating Agreement and take such other corporate action as may be necessary to comply with the Plan. Based on the Debtor's Projections, the Debtor estimates payments into the Creditor Fund on account of Class 7 Claims will total approximately $161,166.98 over five years from the Effective Date, resulting in at least an 18.05% return on unsecured claims. As shown by the Projections, the Debtor's annual contributions to the Creditor Fund increase significantly over time from only zero in year one to approximately $58,437.95 in year five of the Plan. The Debtor projects its business strategy will bear fruit for the benefit of all creditors. To the extent the Debtor has any funds remaining in its Operating Cash Reserves on the 5th Anniversary of the Effective Date, the Debtor will pay over such funds to the Disbursing Agent as set forth below. As a result, the payments to unsecured creditors could increase. A full-text copy of the First Amended Plan dated June 27, 2025 is available at https://urlcurt.com/u?l=zBMifg from PacerMonitor.com at no charge. Counsel to the Debtor: K. Jamie Buechler, Esq. Jordan (Thomas) O'Connell, Esq. Buechler Law Office, LLC 999 18th Street, Suite 1230-S Denver, CO 80202 Tel: (720) 381-0045 Fax: (720) 381-0382 Email: Jamie@KJBlawoffice.com Jordan@KJBlawoffice.com About 100 Percent Chiropractic Cotto 100 Percent Chiropractic Cotto, LLC, is a family of full-service wellness clinics that offer cutting edge chiropractic care, massage therapy, and a full line of nutritional supplements. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 24-17465) with $915,089 in assets and $1,573,853 in liabilities. Yahdi Cotto-Jorge, manager, signed the petition. Judge Kimberley H. Tyson presides over the case. K. Jamie Buechler, at Buechler Law Office, LLC, is the Debtor's bankruptcy counsel. AADVANTAGE LOYALTY: Fitch Affirms 'BB+' Rating on Sr. Secured Notes ------------------------------------------------------------------- Fitch Ratings has affirmed AAdvantage Loyalty IP Ltd.'s senior notes ratings at 'BB+'. The Rating Outlook is Stable. The affirmation and Stable Outlook reflect the company's credit linkage to American Airlines, Inc.'s rating and the Outlook. Fitch identified errors on its website in the names for AAdvantage IP's senior secured notes. Fitch has corrected the names of the Senior Secured Class A and Class B notes to 5.50% Senior Secured Notes Due 2026 and 5.75% Senior Secured Notes Due 2029, respectively. Entity/Debt Rating Prior ----------- ------ ----- AAdvantage Loyalty IP Ltd. 5.500% Senior Secured Notes Due 2026 00253XAA9 LT BB+ Affirmed BB+ 5.750% Senior Secured Notes Due 2029 00253XAB7 LT BB+ Affirmed BB+ Transaction Summary The program is co-issued by AAdvantage IP and American. AAdvantage IP is a special purpose vehicle (SPV) incorporated under the laws of the Cayman Islands for the purpose of this transaction. AAdvantage IP is an indirect wholly owned subsidiary of American Airlines. The transaction is backed by license-payment obligations from American and cash flow generated by the AAdvantage Loyalty program. As part of the financing structure, the intellectual property (IP) assets associated with the AAdvantage loyalty program and AAdvantage agreements, including the co-branded agreement with Citibank, N.A. and Barclays Bank Delaware, related to the AAdvantage program have been transferred to the bankruptcy-remote IP SPV, AAdvantage IP. AAdvantage IP grants a worldwide license to American and its subsidiaries to use the IP to operate the loyalty program. In return, the licensee, American, pays a monthly license fee equivalent to all the cash collections generated by the sale of miles to American as governed through an intercompany agreement. In addition, certain third-party agreements have been assigned to AAdvantage IP and payment for the purchase of AAdvantage miles from certain third parties are remitted directly to a collection account held at Wilmington Trust, National Association in the name of AAdvantage IP. These third-party agreements include the co-brand agreements with Citi and Barclays, the two largest third-party partners of AAdvantage. The debt facilities are guaranteed, on a joint and several basis, by the parent, American Airlines Group Inc., and certain subsidiaries of the parent, American, namely AAdvantage Holdings 1, Ltd. (HoldCo 1) and AAdvantage Holdings 2, Ltd. (HoldCo 2). The issuers also grant additional security to the lenders/bondholders, including a first priority perfected security interest in cash flows from the AAdvantage program, a pledge of all rights under contracts/agreements related to the AAdvantage program, a pledge of the transaction accounts (including the collection, payment and reserve accounts) and a pledge over the equity interests in AAdvantage IP, HoldCo1 and HoldCo2. Fitch's rating addresses timely payment of interest and principal by the legal final maturity date. KEY RATING DRIVERS Credit Quality of American: Cash flows backing the transaction will primarily come from payment obligations from American under the licensing agreement related to intellectual properties owned by the IP SPV. Therefore, the Issuer Default Rating (IDR) of American Airlines acts as the starting point for the analysis. American Airlines is rated 'B+'/Stable, which reflects continued debt reduction and expectations for American to generate positive free cash flow generation moving forward. Performance Risk and GCA Score: Timely payment on the bonds depends on the ongoing performance of the licensee. American's going concern assessment (GCA) score of 2 determines the cap for the transaction rating. The GCA score provides an indication of the likelihood that American continues to operate in the event of default and Chapter 11 bankruptcy. The GCA score of 2 would allow up to a four-notch uplift from American's IDR. Strategic Nature of Assets (Likelihood of License Agreement Affirmation): The affirmation factor, which measures the likelihood that American would view this obligation as strategic and would affirm the license in the event of a Chapter 11 bankruptcy, is considered high by Fitch. The strategic importance of the IP assets to American's operations, coupled with the structural incentives in place, supports this assessment. The assessment allows for differentiation from American's IDR. The GCA score of 2 and assessment of high allow for a total uplift of four notches; however, the rating is tempered three notches due to the factors described below. Fitch expects the $10 billion max program size to currently represent over 20% of American's total liabilities, which limits the maximum notching differentiation between the transaction rating and American's IDR. The company's deleveraging targets through YE 2027 are a credit positive for American's IDR, while the loyalty program begins to represent a larger share of the total liabilities. Asset Isolation and Legal Structure: Fitch assesses the legal protections and structural protection incorporated in the transaction. In addition to having the IP assets legally conveyed, bondholders have a first priority perfected security interest in the contractual obligations due from Citi, Barclays, and American. The legal structure incentivizes American to continue to make payments on the license as creditors will benefit from other structural features including other guarantees, potential liquidated damages, and a three-month liquidity reserve. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The rating is sensitive to changes in the credit quality of American Airlines, Inc., which acts as licensee under the IP license agreement. Any change in the IDR can lead to a change to the rating. In addition, a reassessment of the GCA score and the affirmation factor from high to medium will lead to a change in the ratings. It is important to highlight that continued deleveraging is a credit positive for the company's IDR; however, this may narrow the rating differential between the transaction's rating and the company's IDR. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch does not anticipate developments with a high likelihood of triggering an upgrade. If American's IDR is upgraded, Fitch will consider whether the same uplift could be maintained or if it should be further tempered in accordance with the criteria. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS American Airlines IDR of B+ is the starting place for the transaction. 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. ACUREN HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating and maintained its stable outlook on Acuren Holdings Inc. (dba Acuren Corp.). S&P said, "We also affirmed our 'B' issue-level rating on the company's senior secured debt inclusive of the proposed incremental $850 million fungible first-lien term loan, and '3' recovery rating that reflects our expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a distressed scenario. "The '3' recovery rating is unchanged, but we revised our rounded recovery estimate to 55% from 50%, reflecting additional value expected in a distressed scenario through the combination. "The stable outlook reflects our expectation that Acuren will maintain credit measures commensurate with the rating, including debt to EBITDA of about 5x and free operating cash flow (FOCF) to debt in the high-single-digit percent area in 2026. "Our 'B' issuer credit rating reflects Acuren's improved scale, offset by higher leverage and potential integration risk with the proposed acquisition of NV5 Global. Pro forma for the transaction, revenue will nearly double year over year in 2025 to about $2 billion with NV5, a Florida-based engineering services provider of similar scale. We believe the acquisition will meaningfully improve Acuren's service offering and end-market diversification. NV5 provides services for state and local government clients on civil engineering infrastructure projects while Acuren largely serves industrial end markets, most notably including natural gas customers." Based on the proposed transaction, Acuren would raise about $850 million in first-lien term loan debt and use cash from the balance sheet to acquire NV5, refinance its debt, and fund transaction-related fees and expenses. S&P said, "We expect NV5 equity holders to roll over their common equity ownership into Acuren Corp. at close, valued at $879 million as of this writing. We expect S&P Global Ratings-adjusted debt to EBITDA will be well above 6x in 2025 due to the additional debt in the capital structure and nearly $100 million in transaction expenses and related fees. However, we expect leverage to improve to about 5x in 2026, largely as transaction-related expenses roll off and demand remains stable." The legacy Acuren and NV5 businesses have been active with acquisitions (Acuren completed 13 and NV5 completed 33 since 2020). S&P said, "We view the proposed transaction as a step change to Acuren's acquisition strategy due to the scale of the transaction. Accordingly, we expect some near-term integration risk as the management team transitions. Longer term, we believe Acuren could achieve some revenue and cost synergies, although we do not include these in our base-case assumptions." S&P expects an S&P Global Ratings-adjusted EBITDA margin of 14%-16% in 2026, with further upside if operating conditions improve. S&P believes EBITDA margin could exceed the higher end of its assumptions if: -- The geospatial business becomes a larger portion of NV5 over time; -- Acuren captures cost synergies from the consolidation of back-office functions, IT services, and to a lesser degree facilities, while maintaining profitability in the broader business; and -- Pricing improves as demand for services remains robust. S&P said, "We note that at stand-alone NV5, indirect labor expenses, corporate expenses (excluding depreciation, amortization, and interest), and selling, general, and administrative expenses (which we assume include a portion of facilities-related expenses, payroll taxes, benefits expense, and bonus expense) have been increasing the last few years as the business scales. "In the first quarter, the mix at stand-alone Acuren shifted toward lower-margin run-and-maintain work, which we believe is largely rope access services. Accordingly, we believe the company has opportunity to outperform our forecast as progress on continued integration and potentially delayed maintenance returns. "We view Acuren's longer-term financial policy as uncertain due to potential debt-funded acquisitions. While the company is targeting net leverage of 3x, we believe it likely will remain active with acquisitions that could delay deleveraging. The NV5 acquisition should enhance the company's ability to generate reported FOCF of $100 million-$150 million in 2026. We would view debt repayment in excess of mandatory amortization as credit positive and an indication of a commitment to a more conservative financial policy. The company has a short record as a publicly traded company and we view dividends and share buybacks as unlikely in the near term. Since it lacks a track record as a publicly traded company, we would await clarity on Acuren's financial policy before considering a positive rating action should operating performance exceed our near-term base-case assumptions. "The stable outlook reflects our expectation that Acuren will return to credit metrics in line with the rating in 2026 as transaction expenses roll off. Pro forma for the proposed acquisition of NV5, we forecast S&P Global Ratings adjusted debt to EBITDA above 7x and FOCF to debt in the low-single-digit percent area in 2025. We expect S&P Global Ratings-adjusted debt to EBITDA of about 5x and FOCF to debt of about 10% by the end of 2026." S&P could lower its rating on Acuren if S&P Global Ratings-adjusted debt to EBITDA remains above 6x or if FOCF to debt remains in the low-single-digit percent area. This could occur if: -- EBITDA margins deteriorate substantially beyond our expectations; -- Business mix worsens due to economic uncertainty from customers; or -- It pursues large debt-financed acquisitions or dividend distributions, materially increasing debt balances. S&P could raise the rating if S&P Global Ratings-adjusted debt to EBITDA improves comfortably below 5x and it expects it will remain there on a sustained basis, along with FOCF to debt consistently near 10%. This could occur if it: -- Uses FOCF toward debt repayment and we expect it will maintain a financial policy supporting a higher rating; or -- Meaningfully improves its scale likely through leverage-neutral acquisitions. AGEAGLE AERIAL: Grassi & Co. Replaces Withum as Auditor ------------------------------------------------------- AgEagle Aerial Systems 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 dismissed WithumSmith+Brown, P.C. as its independent registered public accountant. Withum audited the Company's financial statements for the fiscal years ended December 31, 2024 and 2023. The reports of Withum on such financial statements did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception that said report included an explanatory paragraph regarding the uncertainty of the Company's ability to continue as a going concern. During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period from January 1, 2025 to July 2, 2025, there were no disagreements (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act") between the Company and Withum 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 Withum, would have caused it to make reference to the subject matter of the disagreements in connection with its report. During the same period, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except as disclosed: As described in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2023, during the preparation of the Company's interim condensed consolidated financial statements for the period ended September 30, 2024, management identified a material weakness in the Company's internal controls related to the computation of net loss attributable to common stockholders resulting in an understatement of loss per share ("EPS") as presented on the Company's consolidated statements of operations and comprehensive loss. In addition to the EPS computation error, accrued dividends and deemed dividends were included as a component of other comprehensive loss instead of being included in net loss attributable to common stockholders. The Company filed a 10-K/A on November 27, 2024 amending the previously filed Form 10-K for the year ended December 31, 2023, which included the impact of the identified error on previously filed Form 10-Qs for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023. The Company provided Withum with a copy of the foregoing disclosures and requested that Withum furnish the Company with a letter addressed to the United States Securities and Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of that letter, dated July 2, 2025, is available at https://tinyurl.com/yubcrhy9 Following Withum's dismissal, the Committee approved the engagement of Grassi & Co., CPAs, P.C. as the Company's independent registered public accounting firm, effective July 9, 2025, to audit the Company's consolidated financial statements for the year ending December 31, 2025. During the fiscal years ended December 31, 2024 and 2023 and through July 2, 2025, neither the Company nor anyone on the Company's behalf consulted with Grassi with respect to: (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Grassi on the Company's financial statements, and Grassi did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions) or a "reportable event" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act). About AgEagle AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas, and operates through its wholly-owned subsidiaries, focusing on designing and delivering top-tier drones, sensors, and software to address critical customer needs. Founded in 2010, AgEagle initially pioneered proprietary, professional-grade, fixed-wing drones and aerial imagery-based data collection and analytics solutions for the agriculture sector. Today, the company is recognized as a globally respected market leader, offering customer-centric, advanced, autonomous unmanned aerial systems (UAS) that generate revenue at the intersection of flight hardware, sensors, and software across industries, including agriculture, military/defense, public safety, surveying/mapping, and utilities/engineering. AgEagle has achieved numerous regulatory milestones, including government approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or Operations Over People (OOP) in the United States, Canada, Brazil, and the European Union. It has also received Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense. More information can be found at www.ageagle.com. Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations, has experienced cash used from operations in excess of its current cash position, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $20.6 million in total assets, $26.3 million in total liabilities, and a total stockholders' deficit of $5.7 million. ALBANY EQUITY: Case Summary & Three Unsecured Creditors ------------------------------------------------------- Debtor: Albany Equity LLC 120 Beach 3rd Street Far Rockaway NY 11691 Business Description: Albany Equity LLC is a real estate lessor that leases and manages residential properties. Chapter 11 Petition Date: July 18, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-43432 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Gary Kushner, Esq. GOETZ PLATZER LLP 1 Penn Plaza Suite 3100 New York NY 10119 Tel: 212-695-8100 E-mail: gkushner@goetzfitz.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Elcad Cohen as manager. A copy of the Debtor's list of three unsecured creditors is available for free on PacerMonitor at: https://www.pacermonitor.com/view/HA5VHWA/Albany_Equity_LLC__nyebke-25-43432__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/HE4EZ5I/Albany_Equity_LLC__nyebke-25-43432__0001.0.pdf?mcid=tGE4TAMA ALBANY INN: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Albany Inn LLC 120 Beach 3rd Street Far Rockaway NY 11691 Business Description: Albany Inn LLC is a real estate lessor that owns and rents residential property in New York. Chapter 11 Petition Date: July 18, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-43431 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Gary Kushner, Esq. GOETZ PLATZER LLP 1 Penn Plaza Suite 3100 New York NY 10119 Tel: 212-695-8100 E-mail: gkushner@goetzfitz.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Elcad Cohen as manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free on PacerMonitor at: https://www.pacermonitor.com/view/GVLRMMY/Albany_Inn_LLC__nyebke-25-43431__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/GJ6WADQ/Albany_Inn_LLC__nyebke-25-43431__0001.0.pdf?mcid=tGE4TAMA ALEON METALS: Taps Morrison & Foerster to Help Revamp Balance Sheet ------------------------------------------------------------------- Alexander Gladstone of The Wall Street Journal reports that Aleon Metals, a Freeport, Texas-based recycler and processor of strategic metals, has retained restructuring attorneys from Morrison & Foerster to help address its financial challenges, according to sources familiar with the matter. The privately held company is reportedly exploring a range of options, including a potential sale to an outside investor or transferring control to its creditors as part of a broader restructuring strategy. Operational setbacks have added to Aleon’s financial strain, the sources said. Aleon and Morrison & Foerster declined to comment. About Aleon Metals Aleon Metals is a global leader in recycling spent petroleum catalysts and lithium-ion batteries, focusing on metals critical to infrastructure and renewable energy. AM-SEDGWICK LLC: Seeks Chapter 11 Bankruptcy in New York -------------------------------------------------------- On July 17, 2025, AM-Sedgwick LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of New York. According to court filing, the Debtor reports $4,797,787 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About AM-Sedgwick LLC AM-Sedgwick LLC is a single-asset real estate company that owns a 35% tenancy-in-common interest in a 58-unit property at 2734 Sedgwick Avenue in the Bronx, New York. The interest is valued at approximately $1.22 million. AM-Sedgwick LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-72763) on July 17, 2025. In its petition, the Debtor reports total assets of $1,289,187 and total liabilities of $4,797,787. Honorable Bankruptcy Judge Louis A. Scarcella handles the case. The Debtor is represented by Kevin Nash, Esq. at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP. AMERICAN BOATHOUSE: Hires BransonLaw PLLC as Legal Counsel ---------------------------------------------------------- American Boathouse Company LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC as counsel. The firm will provide these services: a. prosecute and defend any causes of action on behalf of the Debtor, and prepare, on behalf of the Debtor, all necessary applications, motions, reports and other legal papers; b. assist in the formulation of a plan of reorganization; and c. provide all other services of a legal nature. The firm will be paid at the rates of $150 to $655 per hour. Prior to the commencement of the case the Debtor paid an advance fee of $6,721.50 for post-petition services and expenses in connection with this case and the filing fee of $1,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Ainsworth disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey S. Ainsworth, Esq. BransonLaw, PLLC 1501 East Concord Street Orlando, FL 32803 Tel: (407) 894-6834 Email: amanda@bransonlaw.com About American Boathouse Company LLC American Boathouse Company, LLC is a Florida-based specialty contractor likely focused on constructing and installing boathouses and marine structures. American Boathouse Company sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-04133) on July 3, 2025. In its petition, the Debtor reported estimated assets up to $50,000 and estimated liabilities between $100,000 and $500,000. Judge Grace E. Robson handles the case. The Debtor is represented by Robert B. Branson, Esq., at Bransonlaw PLLC. AMERIGLASS CONTRACTOR: Unsecureds Will Get 7% over 60 Months ------------------------------------------------------------ Ameriglass Contractor Corp., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Plan of Reorganization dated June 30, 2025. The Debtor was incorporated on March 13, 2017. The Debtor is in the business of installing doors and windows it has ordered for its customers. Debtor's 2023 gross taxable income was $2,412,506.00. The Debtor expanded its operation too rapidly in order to handle business arising from the damage done by Hurricane Milton in 2024 primarily the West Coast of Florida. Debtor seeks to reorganize by focusing on small jobs on the East Coast of Florida where it is located. Debtor will focus on work with a quick turn around and payment. The Debtor is slowly rebuilding its business by accepting smaller jobs with a quick payment turnaround. Class 2 consists of General Unsecured Claims. The allowed unsecured claims total $778,292.17. Commencing on the Effective Date, the Debtor will pay each general unsecured creditor the total amount 2% of their allowed claim in no more than 6 quarterly installments in the first 24 months following the Effective Date. Commencing on the 13th month following the Effective Date and for 36 months thereafter, the Debtor will pay each general unsecured creditor the total amount 5% of their allowed claim in no more than 9 quarterly installments. Accordingly, each general unsecured creditor will receive an amount equal to 7% of their allowed claim in the 60 months following the Effective Date. Class 3 will consist of the Debtor's shareholder who will retain his shares. Payments and distributions under the Plan will be funded by the Debtor's post petition operations. A full-text copy of the Disclosure Statement dated June 30, 2025 is available at https://urlcurt.com/u?l=l9Sn3B from PacerMonitor.com at no charge. About Ameriglass Contractor Corp Ameriglass Contractor Corp. specializes in residential and commercial glass repair and replacement services in the Fort Lauderdale, Florida area. It offers a range of services, including window and sliding door repairs, storefront glass repairs, and high-impact window installations. The company operates 24/7, providing emergency glass repair services. Ameriglass Contractor Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-12349) on March 4, 2025. In its petition, the Debtor reported total assets of $423,551 and total liabilities of $1,389,948. Judge Scott M. Grossman handles the case. The Debtor is represented by: Susan D. Lasky, Esq Tel: 954-400-7474 Email: ecf@suelasky.com ARORA INVESTMENTS: Seeks Chapter 11 Bankruptcy in Wisconsin ----------------------------------------------------------- On July 17, 2025, Arora Investments LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Western District of Wisconsin. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Arora Investments LLC Arora Investments LLC operates a gas station business through its property located at 2675 W. American Drive in Neenah, Wisconsin. Arora Investments LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 25-24079) on July 17, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Rachel M. Blise handles the case. The Debtor is represented by Claire Ann Richman, Esq. at RICHMAN & RICHMAN LLC ASCEND PERFORMANCE: Optimal Field Steps Down as Committee Member ---------------------------------------------------------------- The U.S. Trustee for Region 7 disclosed in a court filing the resignation of Optimal Field Services, LLC from the official committee of unsecured creditors in the Chapter 11 cases of Ascend Performance Materials Holdings, Inc. and its affiliates. As of July 17, the remaining members of the committee are: 1. SDI, Inc. Adrian Mantini, SVP and CFO 4500 Salisbury Road, Suite 270 Jacksonville, FL 32216 (215) 275-0313 adrian.mantini@sdi.com Counsel: Francis Lawall Troutman Pepper Locke 3000 Two Logan Square, 18th & Arch Streets Philadelphia, PA 19103 (215) 981-4481 francis.lawall@troutman.com 2. Turner Industries Group, LLC Turner Specialty Services, LLC John H. Fenner, VP, CGC P.O. Box 2750 Baton Rouge, LA 70821 (225) 214-2066 JFenner@Turner-Industries.com Counsel: Kirk A. Patrick, III Donohue Patrick & Scott, P.L.L.C. 450 Laurel Street, Suite 1600 Baton Rouge, LA 70801 (225) 214-1908 KPatrick@DPS-law.com 3. Veolia WTS USA, Inc. Shireen Pirtle, CPI Vertical Bus Development 3600 Horizon Boulevard Feasterville-Trevose, PA 19053 (409) 730-9001 Shireen.Pirtle@Veolia.com Counsel: Glenn M. Reisman Reisman Law Firm, LLC 12 Old Hollow Road, Suite B Trumbull, CT 06611 (203) 944-0401 Glenn.Reisman@ge.com 4. Sulzer Chemtech USA Inc. Gerhard Haas, Head Legal North America 6100 S. Yale Avenue, Suite 800 Tulsa, OK 74136 (918) 445-6672 Gerhard.Haas@sulzer.com Counsel: Faegre Drinker Biddle & Reath LLP Richard Bernard 1177 Avenue of the Americas New York, NY 10036 (212) 248-3263 richard.bernard@faegredrinker.com 5. Gulf Coast Water Authority David E. Davis, Jr. 4243 Emmett F. Lowry Expressway Texas City, TX 77591 (281) 299-2817 DDavis@gcwatx.gov 6. Pension Benefit Guaranty Corporation Emily Lesniewski Sven Serspinski Corporate Finance & Restructuring Dept. 445 12th Street SW Washington, DC 20024-2101 (202) 320-0899 lesniewski.emily@pbgc.gov (202) 607-6084 serspinski.sven@pbgc.gov Counsel: Pension Benefit Guaranty Corporation Nathaniel Rayle William Mabry Office of the General Counsel 445 12th Street SW Washington, DC 20024-2101 (202) 391-4576 rayle.nathaniel@pbgc.gov (202) 359-4918 mabry.william1@pbgc.gov 7. Clariant Corporation Scott A. Wood, President 500 E. Morehead Street, Suite 400 Charlotte, NC 28202 (704) 331-6736 scott.wood@clariant.com 8. MHBA CB, L.L.P. c/o Novus International, Inc. Richard Kiesel, Executive Director 17988 Edison Avenue Chesterfield, MO 63005 (314) 814-3487 Richard.Kisiel@novusint.com Counsel: Thomas MacWright White & Case LLP 1221 Avenue of the Americas New York, NY 10020 (212) 819-8259 tmacwright@whitecase.com About Ascend Performance Materials Ascend Performance Materials Holdings Inc. and its 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 11 manufacturing facilities that span the United States, Mexico, Europe, and Asia. Ascend and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 25-90127) on April 21, 2025, with $1 billion to $10 billion in both assets and liabilities. Robert Del Genio, chief restructuring officer, signed the petitions. Judge Christopher M. Lopez presides over the cases. The Debtors tapped Bracewell, LLP, Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsel; PJT Partners, Inc. as investment banker; and FTI Consulting, Inc. as restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. AT HOME GROUP: Natco Products Steps Down as Committee Member ------------------------------------------------------------ The U.S. Trustee for Region 3 disclosed in a court filing the resignation of Natco Products Corp. from the official committee of unsecured creditors in the Chapter 11 cases of At Home Group Inc. and its affiliates. As of July 18, the remaining members of the committee are: 1. CSC Delaware Trust Company in its capacity as successor Trustee Attn: Gregory Daniels 21 Little Falls Drive Wilmington, DE 19808 Phone: 302-425-9745 Email: gregory.daniels@cscglobal.com 2. Realty Income Corporation Attn: Mike DiGiacomo 11995 El Camino Real San Diego, CA 93130 Phone: 858-284-5382 Email: mdigiacomo@realtyincome.com 3. Brentwood Originals, Inc. Attn: Joy L. Stewart 3780 Kilroy Airport Way, #540 Long Beach, CA 90806 Phone: 310-637-6804 Email: joys@brentwoodoriginals.com 4. Loloi Rugs Attn: Michael Tristan 4501 Spring Valley Rd Dallas, TX 75244 Phone: 972 503-5656 ext 169 Email: michael.tristan@loloirugs.com 5. Oriental Weavers USA Attn: Alex Lopes 3252 Dug Gap Road Dalton, GA 30720 800-832-8020 Email: alopes@owrugs.com About At Home Group Inc. At Home Group Inc. is a home decor and furnishings retailer offering a wide range of everyday and seasonal products for all areas of the home. The Company operates 260 large-format stores across 40 U.S. states and an e-commerce platform. Headquartered in Coppell, Texas, At Home was founded in 1979 and employs 7,170 people. On June 16, 2025, At Home announced it entered a Restructuring Support Agreement (RSA) with certain of its lenders, which will eliminate substantially all of its long-term debt and provide the Company with new financial resources to support the business and position At Home for future success. To implement the terms of the RSA, At Home and 41 of its subsidiaries have commenced voluntary Chapter 11 proceedings in Delaware (Bankr. D. Del. Lead Case No. 25-11120). The proceedings are pending before Judge J. Kate Stickles. In connection with this process, At Home is entering into an agreement for $600 million in debtor-in-possession financing, which includes a $200 million capital infusion from certain of its existing lenders and a "roll up" of $400 million of existing senior secured debt. The Debtors tapped Kirkland & Ellis LLP as restructuring counsel; Young Conaway Stargatt & Taylor, LLP, as Delaware restructuring counsel; AlixPartners LLP as financial advisor; and PJT Partners, Inc., as investment banker. Omni Agent Solutions, Inc., is the claims agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. AUTOMATED TRUCKING: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Automated Trucking, LLC. The committee members are: 1. Stagecoach Transportation Services LLC Kurt Petricek, Owner 4238 E Knudsen Dr. Phoenix, AZ 85050 (480) 570-9082 kpetricek@msn.com 2. R + S Rojas LLC Raymond Rojas, Owner 2910 N. Kingsway Road Thonotosassa, FL 33592 (813) 610-7350 rr125@aol.com 3. Kash Ruby Trucking Kristen Hopkins, Managing Member 1525 Oberlin Way Phoenix, AZ 85085 (970) 290-8097 kristen@magnitudeequitypartners.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Automated Trucking LLC Automated Trucking LLC provides managed trucking services, allowing investors to lease trucks while the Company handles operations including driver management, maintenance, insurance, and dispatch. It is based in Lakeland, Florida. Automated Trucking LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-03886) on June 10, 2025. In its petition, the Debtor reports estimated assets and liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Catherine Peek Mcewen handles the case. The Debtors are represented by Alberto ("Al") F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP. AVALON GLOBOCARE: Issues $200K Convertible Notes to 2 Investors --------------------------------------------------------------- Avalon GloboCare Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it issued two Convertible Promissory Notes to two accredited investors, on identical terms. Each Note had a principal amount of $100,000, bears a one-time interest charge of $30,000, and matures nine months from the date of issuance. Pursuant to the terms of the Notes, beginning six months after the issuance on July 3, 2025, the Investors may convert the outstanding principal and accrued interest into shares of the Company's common stock at a fixed conversion price of $1.00 per share, subject to certain adjustments as provided for in the Notes for stock splits, dividends, combinations, or reclassifications. The Notes contain a beneficial ownership limitation that restricts the Investors from converting any portion of the Notes to the extent that, after giving effect to such conversion, the Investor, and each of them, would beneficially own more than 4.99% of the Company's outstanding common stock. The Notes also contain an "Exchange Cap" limiting the total number of shares issuable under each Note to no more than 19.99% of the Company's outstanding common stock, unless and until shareholder approval is obtained in accordance with Nasdaq Listing Rule 5635(d). The Company may prepay the Notes at any time without penalty. The Notes are unsecured and ranks junior to all secured indebtedness of the Company. In the event of default, including failure to pay amounts when due, bankruptcy, or breach of material covenants, the Notes becomes immediately due and payable, and the Investors may elect to receive payment in cash or in shares of common stock in accordance with the conversion formula. As consideration for the Investors' purchase of the Notes, the Company agreed to issue 5,000 shares of restricted common stock to each Investor as a commitment fee (the "Commitment Shares"). The Commitment Shares were deemed fully earned as of the issue date. The foregoing description of the terms of the Notes does not purport to be complete and is qualified in its entirety by reference to the copy of the Notes, filed as Exhibits 10.1 and 10.2 to the Current Report on Form 8-K dated July 9, 2025, available at https://tinyurl.com/38j4rwxv About Avalon Globocare Avalon Globocare Corp., based in Freehold, New Jersey, develops and markets precision diagnostic consumer products and cellular therapy intellectual property. The Company currently sells the KetoAir breathalyzer, a U.S. FDA-registered Class I medical device, and plans to expand its diagnostic applications. It also owns and manages commercial real estate at its headquarters. In an audit report dated March 31, 2025, M&K CPAS, PLLC issued a "going concern" qualification citing that the Company has yet to achieve profitable operations, has negative cash flows from operating activities, and is dependent upon future issuances of equity or other financings to fund ongoing operations, all of which raises substantial doubt about its ability to continue as a going concern. Avalon Globocare incurred net losses amounting to approximately $7.9 million and $16.7 million for the years ended Dec. 31, 2024 and 2023, respectively. As of Dec. 31, 2024, the Company had an accumulated deficit of approximately $87.7 million. BBCMS MORTGAGE 2025-5C36: Fitch Gives B-(EXP) Rating on J-RR Certs ------------------------------------------------------------------ Fitch Ratings has assigned expected ratings and Rating Outlooks to BBCMS Mortgage Trust 2025-5C36, Commercial Mortgage Pass-Through Certificates, Series 2025-5C36 as follows: - $2,086,000 class A-1 'AAA(EXP)sf'; Outlook Stable; - $150,000,000a class A-2 'AAA(EXP)sf'; Outlook Stable; - $277,341,000a class A-3 'AAA(EXP)sf'; Outlook Stable; - $429,427,000b class X-A 'AAA(EXP)sf'; Outlook Stable; - $55,213,000 class A-S 'AAA(EXP)sf'; Outlook Stable; - $31,440,000 class B 'AA-(EXP)sf'; Outlook Stable; - $86,653,000bc class X-B 'AA-(EXP)sf'; Outlook Stable; - $23,772,000cd class C 'A-(EXP)sf'; Outlook Stable; - $0cd class C-1 'A-(EXP)sf'; Outlook Stable; - $0cd class C-2 'A-(EXP)sf'; Outlook Stable; - $0cd class C-X1 'A-(EXP)sf'; Outlook Stable; - $0cd class C-X2 'A-(EXP)sf'; Outlook Stable; - $13,036,000cd class D 'BBB(EXP)sf'; Outlook Stable; - $0cd class D-1 'BBB(EXP)sf'; Outlook Stable; - $0cd class D-2 'BBB(EXP)sf'; Outlook Stable; - $0cd class D-X1 'BBB(EXP)sf'; Outlook Stable; - $0cd class D-X2 'BBB(EXP)sf'; Outlook Stable; - $9,202,000ce class E-RR 'BBB-(EXP)sf'; Outlook Stable; - $8,435,000ce class F-RR 'BB(EXP)sf'; Outlook Stable; - $6,135,000ce class G-RR 'BB-(EXP)sf'; Outlook Stable; - $9,969,000ce class J-RR 'B-(EXP)sf'; Outlook Stable. The following classes are not expected to be rated by Fitch: - $8,435,000ce class K-RR; - $18,404,549ce class L-RR. a) The exact initial certificate balances of the classes A-2 and A-3 certificates are unknown and will be $427,341,000 in aggregate, subject to a variance of plus or minus 5%. The certificate balances will be determined based on the final pricing of these classes of certificates. The expected class A-2 balance range is $0 to $150,000,000, and the expected class A-3 balance range is $277,341,000 to $427,341,000. The balance for class A-2 reflects the top point of its range, and the balance for class A-3 reflects the bottom point of its range. (b) Notional amount and interest only. (c) Privately placed and pursuant to Rule 144A. (d) Classes C, C-1, C-2, C-X1, C-X2, D, D-1, D-2, D-X1 and D-X2 certificates will constitute the "Exchangeable Certificates". Any class C certificate may be exchanged for either (i) classes C-1 and C-X1 certificates; or (ii) classes C-2 and C-X2 certificates, and any class D certificate may be exchanged for either (i) class D-1 and D-X1 certificates; or (ii) class D-2 and D-X2 certificates, in each case, with an outstanding certificate balance or notional amount corresponding to the certificate balance of the class exchanged (e) Horizontal risk retention interest. Entity/Debt Rating ----------- ------ BBCMS Mortgage Trust 2025-5C36 A-1 LT AAA(EXP)sf Expected Rating A-2 LT AAA(EXP)sf Expected Rating A-3 LT AAA(EXP)sf Expected Rating A-S LT AAA(EXP)sf Expected Rating B LT AA-(EXP)sf Expected Rating C LT A-(EXP)sf Expected Rating C-1 LT A-(EXP)sf Expected Rating C-2 LT A-(EXP)sf Expected Rating C-X1 LT A-(EXP)sf Expected Rating C-X2 LT A-(EXP)sf Expected Rating D LT BBB(EXP)sf Expected Rating D-1 LT BBB(EXP)sf Expected Rating D-2 LT BBB(EXP)sf Expected Rating D-X1 LT BBB(EXP)sf Expected Rating D-X2 LT BBB(EXP)sf Expected Rating E-RR LT BBB-(EXP)sf Expected Rating F-RR LT BB(EXP)sf Expected Rating G-RR LT BB-(EXP)sf Expected Rating J-RR LT B-(EXP)sf Expected Rating K-RR LT NR(EXP)sf Expected Rating L-RR LT NR(EXP)sf Expected Rating X-A LT AAA(EXP)sf Expected Rating X-B LT AA-(EXP)sf Expected Rating Transaction Summary The certificates represent the beneficial ownership interest in the trust, the primary assets of which are 31 loans secured by 163 commercial properties with an aggregate principal balance of $613,468,550 as of the cutoff date. The loans were contributed to the trust by Barclays Capital Real Estate Inc., Citi Real Estate Funding Inc., German American Capital Corporation, Starwood Mortgage Capital LLC, Societe Generale Financial Corporation, LMF Commercial, LLC, UBS AG New York Branch, and Zions Bancorporation, N.A. The master servicer is expected to be Trimont LLC, the special servicer is expected to be K-Star Asset Management LLC, and the operating advisor is expected to be Park Bridge Lender Services LLC. The trustee and certificate administrator is expected to be Computershare Trust Company, National Association. The certificates are expected to follow a sequential paydown structure. KEY RATING DRIVERS Fitch Net Cash Flow: Fitch performed cash flow analyses on 17 loans totaling 84.5% of the pool by balance. Fitch's resulting aggregate net cash flow (NCF) of $52.3 million represents a 13.8% decline from the issuer's aggregate underwritten NCF of $60.7 million. Fitch Leverage: The pool's Fitch leverage is higher than recent multiborrower transactions rated by Fitch. The pool's Fitch loan-to-value ratio (LTV) of 106.9% is higher than the 2025 YTD and 2024 five-year multiborrower transaction averages of 100.9% and 95.2%, respectively. The pool's Fitch NCF debt yield (DY) of 9.6% is in line with the 2025 YTD average of 9.6% and lower than the 2024 average of 10.2%. Higher Pool Concentration: The pool is more concentrated than other recent Fitch-rated transactions. The top 10 loans represent 67.5% of the pool, which is more concentrated than both the 2025 YTD and 2024 five-year multiborrower averages of 61.5% and 60.2%, respectively. Fitch measures loan concentration risk using an effective loan count, which accounts for both the number and size of loans in the pool. The pool's effective loan count is 19.6. Fitch views diversity as a key mitigant to idiosyncratic risk. Fitch raises the overall loss for pools with effective loan counts below 40. Shorter-Duration Loans: Loans with five-year terms constitute 100% of the pool, whereas Fitch-rated multiborrower transactions have historically included mostly loans with 10-year terms. Fitch's historical loan performance analysis shows that five-year loans have a modestly lower probability of default (PD) than 10-year loans, all else equal. This is attributed mainly to the shorter window of exposure to potential adverse economic conditions. Fitch considered its loan performance regression in its analysis of the pool. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Declining cash flow decreases property value and capacity to meet its debt service obligations. The table below indicates the model-implied rating sensitivity to changes in one variable, Fitch NCF: - Original Rating: 'AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' / 'BBB-sf' / 'BBsf'/ 'BB-sf' / 'B-sf'; - 10% NCF Decline: 'AA-sf' / 'A-sf' / 'BBBsf' / 'BB+sf' / 'BBsf' / 'B+sf'/ 'B-sf' / 'NRsf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Improvement in cash flow increases property value and capacity to meet its debt service obligations. The table below indicates the model-implied rating sensitivity to changes to in one variable, Fitch NCF: - Original Rating: 'AAAsf' / 'AA-sf' / 'A-sf' / 'BBBsf' / 'BBB-sf' / 'BBsf'/ 'BB-sf' / 'B-sf'; - 10% NCF Increase: 'AAAsf' / 'AAsf' / 'Asf' / 'BBB+sf' / 'BBBsf' / 'BBB-sf' / 'BBsf' / 'Bsf'. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Fitch was provided with Form ABS Due Diligence-15E ("Form 15E") as prepared by Ernst & Young LLP. The third-party due diligence described in Form 15E focused on a comparison and re-computation of certain characteristics with respect to each of the mortgage loans. Fitch considered this information in its analysis and it did not have an effect on Fitch's analysis or conclusions. 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. BEYOND AIR: Director Robert Goodman Reports 40K Shares ------------------------------------------------------ Robert Scott Goodman, Director at Beyond Air, Inc., disclosed in a Form 3 filed with the U.S. Securities and Exchange Commission that as of July 9, 2025, he beneficially owns 40,000 shares of common stock, par value $0.0001 per share, held directly. Mr. Goodman may be reached through: c/o Beyond Air, Inc. 900 Stewart Avenue, Suite 301 Garden City, NY 11530 TEL: 516-665-8200 A full-text copy of Mr. Goodman's SEC Report is available at https://tinyurl.com/mrajphnn About Beyond Air Headquartered in Garden City, N.Y., Beyond Air, Inc. -- www.beyondair.net -- is a commercial-stage medical device and biopharmaceutical company developing a platform of nitric oxide generators and delivery systems (the "LungFit platform") capable of generating NO from ambient air. The Company's first device, LungFit PH, received premarket approval from the FDA in June 2022. The NO generated by the LungFit PH system is indicated to improve oxygenation and reduce the need for extracorporeal membrane oxygenation in term and near term (34 weeks gestation) neonates with hypoxic respiratory failure associated with clinical or echocardiographic evidence of pulmonary hypertension in conjunction with ventilatory support and other appropriate agents. As of March 31, 2025, the Company had $30.1 million in total assets, $15.7 million in total liabilities, and total equity of $14.3 million. East Brunswick, N.J.-based WithumSmith+Brown, PC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 20, 2025, attached to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024, citing that the Company has suffered recurring losses from operations, has experienced negative cash flows from operating activities since inception, and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern. The Company's operations have not provided net positive cash flows in the year ended March 31, 2025. BIG STORM: Seeks to Hire Blanchard Law P.A. as Counsel ------------------------------------------------------ Big Storm Brewery, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Blanchard Law, P.A. as counsel. The firm will render these services: (a) give the Debtors legal advice with respect to their powers and duties in the continued operation of their business and management of their property; (b) prepare, on the behalf of the Debtors, necessary legal papers and appear at hearings thereon; and (c) perform all other legal services for the Debtors. The firm will be paid at these rates: Attorney $400 per hour Associates $350 per hour Paralegal $100 per hour In addition, both firms will seek reimbursement for expenses incurred. The firm received from the Debtors a retainer of $20,000, and filing fee of $5,214. Mr. Blanchard disclosed in court filings that their firms are "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Jake C. Blanchard, Esq. Blanchard Law, P.A. 8221 49th Street North Pinellas Park, FL 33781 Tel: (727) 531-7068 Fax: (727) 535-2086 Email: Jake@jakeblanchardlaw.com About Big Storm Brewery, LLC Big Storm Brewery, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-04026) on June 16, 2025, listing up to $50,000 in assets and between $1 million and $10 million in liabilities. Judge Roberta A. Colton oversees the case. Jake C. Blanchard, Esq., at Blanchard Law, P.A. is the Debtor's bankruptcy counsel. BLUE HAWK: Seeks Chapter 11 Bankruptcy in California ---------------------------------------------------- On July 17, 2025, The Blue Hawk Company LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Central District of California. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About The Blue Hawk Company LLC The Blue Hawk Company LLC is a Los Angeles-based real estate company. The Blue Hawk Company LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-16047) on July 17, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Sheri Bluebond handles the case. The Debtor is represented by Umer Khan, Esq. at U.KHAN LAW FIRM, APC. BLUM HOLDINGS: Signs Term Sheet to Acquire NorCal Cannabis Retailer ------------------------------------------------------------------- Blum Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it entered into a binding term sheet with a licensed commercial cannabis retail operator located in Northern California (the "Target") pursuant to which the Company intends to enter into a Merger Agreement or Share Exchange Agreement or similarly situated document whereby a wholly owned subsidiary of the Company ("Blum Acquisition Co."), will acquire majority of the membership interests of Target. Upon closing of the Transaction, the Company shall issue Target 3,633,540 shares of common stock of the Company, par value $0.001. The aggregate value exchanged shall be equal to $5,000,000 subject to consideration adjustments as outlined in the Term Sheet. Each of the parties' obligations to close the Transaction will be subject to customary conditions and other conditions agreed to by the parties to be included in the definitive agreements for the Transaction, including but not limited to the receipt of all necessary approvals and consents required by each party to complete the Transaction. No assurances can be made that the Company will be successful in completing the Transaction. In connection with the Term Sheet, on July 1, 2025, Blum Management Holdings, Inc. ("Blum Management" or the "Manager"), a wholly owned subsidiary of Blum, entered into a Management Services Agreement with the Target. Under the MSA, Blum Management has been granted exclusive operational and economic control of the Target's licensed retail cannabis business, while the Target remains the license holder of record. In consideration for these management services, Blum Management shall receive 100% of the economic benefit of the business, and is responsible for the payment of all operating expenses, including rent, payroll, insurance, inventory, and taxes. The MSA provides the Company with full authority to operate the business in compliance with state and local law, manage bank accounts, oversee staffing and inventory, and administer all day-to-day operations. The agreement includes standard representations, warranties, and indemnification provisions and may be terminated under certain conditions, including consummation of a stock acquisition of the Target by the Company. The Company has determined that, as a result of the MSA, it has acquired a controlling financial interest in the Target under the Variable Interest Entity model set forth in ASC 810. Accordingly, the Company will consolidate the Target's operations into its financial statements effective as of July 1, 2025. Although no equity interests have been acquired to date, the Company has obtained the rights and responsibilities necessary to control the Target's operations and financial outcomes under U.S. GAAP. "We are deeply honored that this group of seasoned operators chose to entrust their business to Blum," said Sabas Carrillo, Chief Executive Officer of Blum Holdings in a press release. "This deal reflects our ongoing commitment to partnering with strong operators who share our values and performance standards, while we provide the support and infrastructure to unlock further growth." The dispensary has established a strong presence in its local community, supported by consistent financial performance and an experienced, customer-focused leadership team. The earn-out structure is designed to align incentives and reward continued success. Blum Holdings has made meaningful progress in executing its turnaround strategy and positioning itself for long-term growth through disciplined acquisitions, operational excellence, and brand-forward retail execution. The Company continues to identify and partner with operators who bring local expertise, cultural alignment, and a proven track record. "We didn't get here alone," Carrillo added. "This transaction reflects not just a business milestone, but a collective win for everyone who believed in us--our shareholders, advisors, teammates, and partners. We're just getting started." About Blum Holdings Headquartered in Downey, California, Blum Holdings, Inc. -- www.blumholdings.com -- is a publicly listed parent company with operations across California, dedicated to delivering top-tier medical and recreational cannabis products and associated services. The Company is home to Korova, a brand of high potency products across multiple product categories, currently available in California. The Company formerly operated Blum Santa Ana, a premier cannabis dispensary in Orange County, California, which was sold in June 2024. The Company previously owned dispensaries in California which operated as Blum in Oakland and Blum in San Leandro, which were sold in November 2024. In May 2024, the Company began operating the retail store, Cookies Sacramento, and providing consulting services for two additional dispensaries located in Northern California. The Company is organized into two reportable segments: (i) Cannabis Retail -- Includes cannabis-focused retail, both physical stores and non-store front delivery; and (ii) Cannabis Distribution -- Includes cannabis distribution operations. Costa Mesa, California-based GuzmanGray, the Company's auditor since 2024, issued a "going concern" qualification in its report dated March 13, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has a significant working capital deficiency and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Blum Holdings had $24.82 million in total assets, $29.56 million in total liabilities, $2.01 million in mezzanine equity, and a total stockholders' deficit of $6.75 million. As of Dec. 31, 2024, the Company had $1.04 million of cash and cash equivalents. BRANDFOX LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Brandfox, LLC 1825 S 43rd Ave Ste B-1 Phoenix, AZ 85009 Business Description: Brandfox LLC provides third-party logistics and warehousing services, including eCommerce and retail fulfillment, subscription box fulfillment, kitting and assembly, reverse logistics, and freight management. The Company serves business-to-business and direct-to-consumer clients. Chapter 11 Petition Date: July 17, 2025 Court: United States Bankruptcy Court District of Arizona Case No.: 25-06520 Judge: Hon. Eddward P Ballinger Jr. Debtor's Local Counsel: Joseph G. Urtuzuastegui III, Esq. THE REAL ESTATE INVESTORS LAW FIRM, LLC 4535 E McKellips Rd Suite 1093 Mesa, AZ 85215 Tel: 480-326-9832 Email: joe@reilawfirm.com Debtor's Counsel: THE FOX LAW CORPORATION Total Assets: $2,074,579 Total Liabilities: $5,075,243 The petition was signed by Courtney Abel as managing member. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/XUYWNDI/BRANDFOX_LLC__azbke-25-06520__0001.0.pdf?mcid=tGE4TAMA BRIGHTSTAR LOTTERY: S&P Affirms 'BB+' ICR, Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit and issue-level ratings on global lottery operator Brightstar Lottery PLC (formerly International Game Technology PLC) and removed them from CreditWatch with positive implications, where S&P had placed them on Feb. 29, 2024. The outlook is stable. The stable outlook reflects S&P's view that Brightstar's leverage will increase to the low- to mid-4x area over the next 12 months because of expected upfront payments and other capital investments for the Italian Lotto contract. Brightstar (formerly International Game Technology PLC) announced that its Lottoitalia consortium's bid was selected for a new nine-year Italian Lotto license. The consortium's bid included a EUR2.23 billion upfront license, significantly higher than S&P anticipated. S&P said, "We affirmed our 'BB+' issuer credit rating because high upfront license fees and capital spending for the Italian Lotto license will increase leverage to the low- to mid-4x in 2026, well above our 3.75x upgrade threshold. Brightstar Lottery PLC announced that its Lottoitalia consortium has been awarded a new nine-year Italian Lotto license that extends its contract through November 2034. To secure the license, the consortium's bid included a EUR2.23 billion upfront license fee payable in three installments between the time of award and April 2026. The upfront fee is significantly higher than our prior expectations and almost triple the EUR770 million fee it paid for the license in 2016. Despite this, we view the renewal of this contract favorably because it secures an important contract for an additional nine years, and we expect the company will earn solid returns over the life of the contract. Italian Lotto revenue represented about 18% of Brightstar's total consolidated revenue in 2024." Brightstar received approximately $4 billion in cash from the sale of its Gaming & Digital business, and it will allocate $2 billion to debt repayment, $1.1 billion to shareholder returns, $500 million to partially fund the Italian Lotto license fee, and $400 million for general corporate purposes. S&P said, "Despite substantial debt repayment, we expect S&P Global Ratings-adjusted leverage will increase to the low- to mid-4x area in 2026, incorporating upfront license fee installments, shareholder returns, and capital expenditures (capex). This level of leverage is much higher than we previously expected and above our 3.75x upgrade threshold." Also, Brightstar's license to operate the Scratch & Win game in Italy expires in 2028, and the company may incur additional upfront fees if they win an extension of the license, which would delay its future deleveraging path. S&P said, "Despite our expectation for Brightstar's leverage to "remain above our upgrade threshold over the next several years due to elevated capital investments, we believe management will maintain its long-term policy commitment to reduce and sustain its measure of leverage below 3x (Brightstar's measure of net leverage is about 0.50x-0.75x lower than our measure). Furthermore, we expect Brightstar's investments in its iLottery business under the new Italian Lotto license will generate incremental EBITDA and cash flow growth over time because the new concession allows them to earn an additional 8% gross distribution fee on iLottery wagers on top of the 6% concession rate it currently receives for lottery wagers. Additionally, Brightstar acquired a new distributor license for new digital gaming verticals, and it plans to develop a new B2C digital iCasino and sports betting platform to further expand its presence in the Italian gaming market, supporting cash flow growth and leverage reduction over time. "Our view of Brightstar's lottery business as a stand-alone entity is underpinned by good lottery industry fundamentals and its strong position within the industry, particularly in the draw-based game segment. We view operations in the lottery industry favorably given the industry's long history of global revenue growth and resiliency in periods of economic stress, in part because of the low price point and ease of access to lottery products for consumers. Further, lottery operators benefit from good revenue and cash flow visibility given long-term contracts with governments and relatively stable demand for lottery products. A strong margin profile and geographic and customer diversity also supports our favorable view of Brightstar's business." The company has a leading market position in the lottery industry, providing lottery systems to nearly 90 customers worldwide, including 36 of the 48 U.S. lotteries. Long-term contracts can entrench operators in the governments' lottery ecosystem, resulting in high switching costs for governments and generally high contract renewal rates, providing significant barriers to entry. This is partially offset by intense competition for new lottery contracts, as well as governments' needs for additional funding to support their budgets, which can result in pricing pressure or large upfront payments in some jurisdictions like Italy. Brightstar's management said that competing bids for the Italy Lotto license in 2025 contributed, in part, to an upfront fee that was nearly three times as large as the EUR770 million fee it paid for the last concession renewal in 2016. Although the company could incur higher upfront fees when it bids for a new Italian Scratch & Win concession in 2028, S&P believes Brightstar could face less competition for the license than it did for the Italian Lotto because there aren't many operators that have the capacity to print enough instant tickets to supply the market. Brightstar is one of the largest instant ticket suppliers. S&P said, "The stable outlook reflects our view that Brightstar's leverage will increase to the low- to mid-4x area over the next 12 months because of expected upfront payments and other capital investments for the Italian Lotto contract. "We could lower the ratings if Brightstar sustains S&P Global Ratings-adjusted leverage above 4.5x and funds from operations (FFO) to debt below 15%. This could occur if the company faced market share declines from the loss of major lottery contracts, a severe and sustained economic decline that leads to a substantial drop in lottery wagers, or capex is materially higher than our forecast. However, a temporary deterioration in credit measures relative to these thresholds because of large upfront license payments to renew important lottery concessions or secure new contracts that we believe strengthen or preserve the company's competitive position may not lead to a downgrade as long as Brightstar sustains EBITDA interest coverage above 3x. "We could raise the rating if the company builds sufficient cushion to provide flexibility for periodic, large, upfront payments to extend lottery contracts and maintain S&P Global Ratings-adjusted leverage below 3.75x, incorporating dividends, share repurchases, and operating volatility. Management would also need to demonstrate a commitment to a financial policy that is aligned with sustaining S&P Global Ratings-adjusted leverage below 3.75x." CAASTLE INC: Founder Indicted in $300 Million Investor Fraud Scheme ------------------------------------------------------------------- Catherine Marfin of Law360 Bankruptcy Authority reports that on Friday, July 18, 2025, federal prosecutors in Manhattan unsealed an indictment alleging that the founder of bankrupt apparel tech company CaaStle Inc. orchestrated a $300 million fraud, using fabricated documents to mislead investors into believing the business was rapidly expanding and valued at $1.4 billion. About CaaStle Inc. CaaStle Inc. is a fashion-technology startup. CaaStle Inc. sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-11187) on June 20, 2025. In its petition, the Debtor reports between $10 million and $50 million in assets and liabilities. Honorable Bankruptcy Judge Brendan Linehan Shannon handles the case. The Debtor is represented by Brendan Joseph Schlauch at Richards, Layton & Finger, P.A. CAPARRA HILLS: Fitch Alters Outlook on B+ LongTerm IDR to Positive ------------------------------------------------------------------ Fitch Ratings has revised the Rating Outlook on Caparra Hills, LLC (Caparra) to Positive from Stable. Fitch has also affirmed Caparra's Long-Term Issuer Default Rating (IDR) at 'B+' and senior secured debt at 'BB' with a Recovery Rating of 'RR2'. Caparra's notes are rated two notches above its IDR to reflect strong recovery prospects in a default. The Positive Outlook reflects Caparra's ongoing improvement in leverage as the company continues to increase occupancy rates and average rent and reduce debt. Fitch expects the company to successfully renew its upcoming contracts and improve vacancy rates. A positive rating action could occur if the company maintains a net leverage ratio below 5.5x, along with an occupancy rate at or above 85% and an EBITDA margin approaching 60%. Caparra's rating is constrained by limited property diversification, small scale compared with peers, and contract maturity risk. Key Rating Drivers Improved Net Leverage: Fitch anticipates Caparra's net leverage will remain below 5.5x over the rating horizon as the company continues to repay debt, secure revenue from new tenants and improve occupancy rates. Fitch's base-case scenario estimates that the company's total net debt/EBITDA will be 5.3x and gross debt/EBITDA 6.1x at FY 2025. This compares positively with YE 2024, when total net debt/EBITDA and gross debt/EBITDA were 5.7x and 6.6x, respectively. Caparra had USD44.2 million of total debt as of March 31, 2025, consisting entirely of secured bonds that require annual payments of approximately USD4.7 million for interest and principal. Fitch's net leverage calculation excludes cash held in Caparra's debt service reserve, which amounts to approximately USD9.8 million and covers roughly 24 months of debt service. Strong Renewal Track Record: Fitch's base case projects occupancy will reach approximately 89% over the medium term. Contract maturity risk exists, with 30% of rents set to expire within 12 months of March 31, 2025. However, Caparra's solid track record of renewals in Puerto Rico's subdued business and economic environment mitigates this risk. Fitch expects the company will renew the majority of upcoming maturities and lease vacated space over the next several years. T-Mobile Center's classification as a Class A building in Puerto Rico, supported by its strong location in Guaynabo, is viewed favorably by prospective tenants. High Tenant Concentration: Fitch expects counterparty concentration risk will continue to gradually improve as the company renews or replaces key tenants. As of March 31, 2025, Caparra's total occupancy rate increased to 86.6% from 83.4% year over year, with its 10 major tenants accounting for 52.7% of total rent. The high concentration of tenants is mitigated by strong anchor tenants, such as T-Mobile (BBB+/Stable), L'oreal and Walgreens. T-Mobile Center, where Caparra offers net rentable space of 207,454 square feet, has an occupancy rate of 85%, with 47.5% occupied by key tenants leasing over 10,000 square feet. Secured Bond Enhances Recovery Prospects: The 'BB' rating on the secured bonds reflects collateral support in the transaction structure. Bond payments are secured by a first mortgage on the company's real estate properties and the assignment of leases. The secured bonds are payable solely from payments made to the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (AFICA) by Caparra. AFICA serves solely as an issuing conduit under a trust agreement with the trustee. The bonds are not guaranteed by AFICA and are not a charge against its credit. They are not debt of Puerto Rico or its political subdivisions. Challenging Operating Environment: Caparra's small size and lack of geographic diversification make it highly exposed to Puerto Rico's challenging economy, which is characterized by high unemployment rates and significant outmigration. Despite the company's relatively stable performance in Puerto Rico, these factors could erode appraisal values and negatively affect lease rates and renewals. The property's strong location within Guaynabo mitigates this risk, as Guaynabo and the surrounding area have the highest median household income in Puerto Rico. Peer Analysis Caparra Hills' rating reflects its limited property diversification and occupancy, which, at 86.6% for FY2024, compares unfavorably with regional peers with retail and office portfolios, such as IRSA Inversiones y Representaciones S.A. ('B-'/stable), CIBanco, S.A., Institucion de Banca Multiple, Fideicomiso Numero CIB/3332 (Fibra Soma; 'BBB-'/negative) and Parque Arauco S.A. ('BBB'/stable). Caparra is dependent on the fragile economy of Puerto Rico and operates on a relatively small scale, with concentration in a single asset. Caparra's consistently positive free cash flow in recent years and adequate liquidity compare favorably with regional peers. The company has demonstrated resilience in its operating performance, with EBITDA margins approaching 60%. In terms of profitability, Caparra compares favorably with Fibra Soma and outperforms IRSA. The company's operating performance and debt repayment have contributed to net leverage of 5.7x for FY2024. Caparra has a stronger leverage profile than Fibra Soma but underperforms IRSA and Parque Arauco. Caparra's notes are rated 'BB' to reflect strong recovery prospects in the event of default. Key Assumptions - FY 2026 revenues to increase by around 1.3%, as occupancy is expected to improve towards 88%-89%; - EBITDA margins of around 58% over the medium term; - Capex averaging USD1.6 million annually over the next four years, financed with cash flow from operations (CFO); - Dividends averaging USD1.4 annually in the next four years; and - No upcoming acquisitions, divestitures or additional debt issuances. Recovery Analysis Fitch's recovery analysis assumes Caparra would be considered a going concern in bankruptcy and reorganized rather than liquidated, with a 10% administrative claim. The going concern EBITDA estimate, reflecting Fitch's view of a sustainable post-reorganization EBITDA level, is set 20% below the EBITDA estimated for FY 2025 to account for operational performance under distress. The company's secured notes have been assigned a Recovery Rating of 'RR2', two notches above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A deterioration in occupancy rate or lease maturity schedule; - Sustained net leverage above 7.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Occupancy rate at annual levels above 85% during the rating horizon; - EBITDA margin at or approaching 60% over the next four years; - Net leverage sustained below 5.5x. Liquidity and Debt Structure Caparra's liquidity is supported by its cash position of USD6.1 million as of March 31, 2025. Additionally, the company maintains a debt service reserve fund of approximately USD9.8 million, held by the trustee, which covers 24 months of debt service (interest and principal totaling USD4.7 million). During the same period, Caparra's short-term debt obligation was USD1.5 million. Issuer Profile Caparra Hills, LLC is a limited liability company consisting of the ownership and operation of the commercial properties: T-Mobile Center, Galeria San Patricio, and Caparra Office Center. Caparra in the San Patricio sector of Guaynabo, Puerto Rico. 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 Caparra Hills, LLC has an ESG Relevance Score of '4' for Exposure to Environmental Impacts due to its presence in a hurricane-prone region, 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 ----------- ------ -------- ----- Caparra Hills, LLC LT IDR B+ Affirmed B+ senior secured LT BB Affirmed RR2 BB CHINOS INTERMEDIATE: S&P Downgrades ICR to 'B-', Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered all its ratings on specialty apparel retailer Chinos Intermediate 2 LLC to 'B-' from 'B', including its issuer credit rating. S&P said, "The stable outlook reflects our view of adequate liquidity and the company's ability to cover its cash needs over the next 12 months despite our forecast for negative FOCF. We also believe the company can reduce discretionary capital spending should it need to preserve its liquidity position. It also incorporates leverage near 4x." Chinos Intermediate 2 LLC reported a comparable sales decline of almost 11% in the first quarter due to weak foot traffic leading to significant operating margin pressures. The downgrade reflects the company's weaker-than-expected operating performance, largely because of volatile comparable sales. Chinos reported a comparable sales decline of almost 11% in the first quarter of 2025, with the J. Crew (mainline and Factory brands) declining 12.1% and the Madewell brand declining 6.4%. While S&P believes macroeconomic uncertainties are negatively affecting the industry, Chinos has underperformed its main peers in the quarter. The company attempted to preserve profitability and increase average unit retail (AUR) price, but lower traffic resulted in operating deleverage. However, the J. Crew Factory segment, the company's main growth driver, reported a year-over-year revenue expansion of 6% in the quarter, with support from an approximately 25% increase in the banner's store count in the last 12 months. Chinos has focused on repositioning its main brands, improving consumer's value perception and rebalancing its selling channels since emerging from bankruptcy in 2020. As part of its strategic initiatives, the company has prioritized the value-oriented consumer segment, allocating a large portion of its resources to opening 70 new J. Crew Factory net stores in the last 12 months, primarily in neighborhood shopping centers. Reduced promotions have also contributed to the elevation of J. Crew mainline brand and a better consumer segmentation between the brands, positioning J. Crew Factory as an entry point brand. Madewell has increased its AUR and invested in quality with a focus on denim and adjacent products. In addition, the company has de-emphasized its e-commerce channel as it optimizes profitability. In S&P's view, a weak operating environment, coupled with increased competition, could pose challenges to the company's protracted turnaround initiatives. S&P said, "We forecast revenue growth will be slightly positive this year as the company offsets negative comparable sales with new store openings. In 2026, we expect revenue will increase about 1% as a result of better comparable sales as the company continues to execute its strategic initiatives." The company plans to open 67 new stores this year, mainly under the J. Crew Factory banner. The company reported negative FOCF of $93 million in the first quarter, driven by constrained profitability and working capital outflow. In addition to building seasonal inventory, the company has also relied on its asset-based lending (ABL) facility to support its operation expansion, with the draw under its credit facility increasing to $188 million in the quarter. S&P said, "In our view, Chinos' aggressive store openings during a period of weak consumer demand and unfavorable operating conditions present elevated execution risks because its liquidity position could weaken if its new stores underperform expectations. We forecast reported FOCF deficit of almost $60 million this year, partially driven by capital spending of about $140 million for contracted new stores. In 2026, we expect reported FOCF will improve as the company decelerates the new store openings. We will monitor the new stores' contribution to overall profitability and the company's ability to generate free cash flow to fund its growth initiatives." S&P Global Ratings-adjusted leverage increased to 3.9x in the first quarter on a last-12-month basis, from 3.1x in the prior year, due to elevated draw on the company's ABL facility, operating lease liabilities from its new store openings, and margin pressures. S&P said, "We expect Chinos' leverage will remain at 3.9x in 2025 due to continued margin pressures and higher lease liabilities, partially offset by lower ABL draw at year end. In 2026, we expect adjusted leverage will decline to 3.8x because of better margins." S&P said, "We forecast Chinos' S&P Global Ratings-adjusted EBITDA margin will contract in 2025 due to reduced operating leverage and higher supply chain costs. S&P Global Ratings-adjusted EBITDA margin declined 440 basis points in the first quarter to 10.5%, due to operating deleverage, lower merchandise margin, and elevated labor expenses, partially offset by operating lease cost adjustments. As part of its strategic initiatives, the company has focused on improving its operating margin profile by selling more full-price products, increasing AUR, and reducing its lower margin e-commerce sales. In addition, Chinos plans to reduce its exposure to China to below 5% by year-end 2025 from high-teens percent area in the prior year as part of its tariff mitigation plan. While the company's supply chain is also exposed to countries like Vietnam, we view tariff risk as more manageable given the lower rate and its ability to adjust its supply chain. "We forecast Chinos' S&P Global Ratings-adjusted EBITDA margin will decrease to 11.3% this year, compared with 12.6% in 2024, due to lower operating leverage and higher supply chain costs, partially offset by lease cost adjustments. In 2026, we expect adjusted EBITDA margin will improve as the company slows down its store expansion, continues to optimize its supply chain, and benefits from its strategic initiatives. We believe a meaningful improvement in operating margins is unlikely if the company is unable to consistently drive traffic. "The stable outlook reflects our view of adequate liquidity and the company's ability to cover its cash needs over the next 12 months despite our forecast for negative FOCF. We also believe the company can reduce discretionary capital spending should it need to preserve its liquidity position. It also incorporates leverage near 4x." S&P could lower its rating on Chinos if it views the company's capital structure as unsustainable. This could occur if the company: -- Faces execution issues related to its growth initiatives and is unable to generate sufficient FOCF to maintain adequate liquidity; or -- Is unable to improve operating margins, potentially due to weak demand trends from a challenging macroeconomic environment, increased competition, declining brand health, elevated promotional activities, or inventory missteps. S&P could raise its rating on Chinos if it successfully expands its business operations and executes its strategic initiatives while sustaining adjusted leverage well below 4x. This could occur if: -- The new store openings drive consistent consumer traffic, leading to positive same-store sales and revenue growth while improving Chinos' overall profitability; and -- The company is able to improve consumer's value perception for its brands, optimize its selling channels, and effectively mitigate increased costs, which will lead to higher operating margins. CLASSIC RECREATIONS: Hires Munsch Hardt Kopf as Counsel ------------------------------------------------------- Classic Recreations - Texas, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Munsch Hardt Kopf & Harr, P.C. as counsel. The firm will provide these services: a. serve as general counsel for the Debtor and to provide representation and legal advice to the Debtor throughout the Bankruptcy Case; b. assist the Debtor in carrying out its duties under the Bankruptcy Code, including advising the Debtor of such duties, its obligations, and its legal rights; c. consult with the United States Trustee, any statutory committee that may be formed, and all other creditors and parties-in-interest concerning administration of the Bankruptcy Case; d. assist in potential sales of the Debtor's assets; e. prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and other legal papers and documents to further the Debtor's estate's interests and objectives, and to assist the Debtor in the preparation of schedules, statements, and reports, and to represent the Debtor and its estate at all related hearings and at all related meetings of creditors, United States Trustee interviews, and the like; f. assist the Debtor in connection with formulating and confirming a chapter 11 plan; g. assist the Debtor in analyzing and appropriately treating the claims of creditors, including objecting to claims and trying claim objections; h. appear before this Court and any appellate courts or other courts having jurisdiction over any matter associated with the Bankruptcy Case; i. perform all other legal services and provide all other legal advice to the Debtor as may be required or deemed to be in the interest of its estate in accordance with the Debtor's powers and duties as set forth in the Bankruptcy Code; and j. defend the Debtor against any and all actions and claims made against the Debtor and its property. The firm will be paid at these rates: Thomas Berghman, Shareholder $750 per hour Kyle Jaksa, Associate $465 per hour Jonathan Petree, Associate $450 per hour Jacob King, Associate $400 per hour Heather Valentine, Paralegal $235 per hour On July 3, 2025, Munsch Hardt received a retainer of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Berghman 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: Thomas D. Berghman, Esq. Jacob J. King, Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard St., Ste. 4000 Dallas, TX 75201 Telephone: (214) 855-7500 Email: tberghman@munsch.com jking@munsch.com About Classic Recreations - Texas, LLC Classic Recreations - Texas, LLC designs and manufactures custom-built, high-performance American muscle cars. Based in the Dallas/Fort Worth area, the Company specializes in officially licensed Shelby Mustangs and restored classic vehicles, integrating modern technology and handcrafted components. It operates from a 70,000-square-foot facility serving customers worldwide. Classic Recreations - Texas, LLC in Flower Mound, TX, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 25-32572) on July 9, 2025, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Pete Vanderveen as turnaround specialist, signed the petition. Judge Michelle V Larson oversees the case. MUNSCH HARDT KOPF & HARR, P.C. serve as the Debtor's legal counsel. CONFLUENCE CORP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Confluence Corporation d/b/a Regal Service Company 91-202 Kalaeloa Blvd. Unit A Kapolei, HI 96707 Business Description: Regal Service Company, a subsidiary of Confluence Corporation, is a general contractor providing ship repair, maintenance, construction, and disaster recovery services to government and commercial clients. The company is based in Honolulu, Hawaii, and serves customers across the Pacific region and beyond, including Guam, Hawaii, Japan, Singapore, Southeast Asia, the U.S. West Coast, and the Gulf Coast. Chapter 11 Petition Date: July 17, 2025 Court: United States Bankruptcy Court District of Hawaii Case No.: 25-00623 Judge: Hon. Robert J. Faris Debtor's Counsel: Chuck C. Choi, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel: 808-533-1877 Fax: 808-566-6900 Email: cchoi@hibklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million Christopher W. Caliedo, the president, signed the petition. A full-text copy of the petition, which includes a list of the Debtor's 20 largest unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/AP5POJA/Confluence_Corporation__hibke-25-00623__0001.0.pdf?mcid=tGE4TAMA CONVERGINT TECHNOLOGY: S&P Rates Second-Lien Term Loan 'CCC' ------------------------------------------------------------ S&P Global Ratings assigned its 'CCC' issue-level rating and '6' recovery rating to Convergint Technology Group Holdings LLC's refinanced second-lien term loan. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a default. The second-lien debt will be issued by DG Investment Intermediate Holdings 2 Inc. The transaction will extend the maturity of the company's second-lien term loan to 2033. S&P said, "We believe the refinancing demonstrates Convergint's prudent management of its capital structure because extending the second-lien facility's maturity beyond the 2032 maturity of its first-lien debt will enable it to avoid the springing maturity on the first-lien debt. Our 'B-' issuer credit rating and stable outlook on the company are unchanged." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P has updated its recovery analysis following the company's announced refinancing of its $280 million second-lien term loan due 2029. -- S&P's simulated default scenario assumes a default due to a prolonged economic recession, a material decline in service quality, or increased competitive pressures that lead to high customer attrition and a substantial EBITDA decline. -- S&P said, "We estimate that under a bankruptcy restructuring, Convergint would operate as a going concern. We base our assessment on the company's limited history of operating at its current scale and high proportion of transaction-based revenue. As such, we believe its lenders would maximize their recovery under a going-concern scenario." DG Investment Intermediate Holdings 2 Inc. is the borrower of the funded debt. The first- and second-lien credit facilities are guaranteed by Convergint Technology Group Holdings LLC and each existing and future wholly owned U.S. domestic subsidiary of the borrower. The debt is also secured by all tangible and intangible assets of the borrower, with the first-lien debt having a priority claim over the second-lien debt. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: About $270 million -- Implied enterprise value (EV) multiple: 6x Simplified waterfall -- Net EV (after 5% administrative costs): About $1.5 billion -- Valuation split (obligor/nonobligor): 75%/25% -- Collateral for secured creditors: About $1.5 billion -- First-lien claims: About $2.5 billion --First-lien recovery expectations: 50%-70% (rounded estimate: 60%) -- Second-lien claims: About $292 million --Second-lien recovery expectations: 0%-10% (rounded estimate: 5%) CORECIVIC INC: S&P Upgrades ICR to 'BB' on Industry Tailwinds ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating and senior unsecured issue-level rating on U.S.-based criminal detention and residential re-entry facility provider CoreCivic Inc. to 'BB' from 'BB-'. The stable outlook reflects S&P's expectation that the company will perform in line with its forecast and sustain leverage of below 3x. The upgrade reflects CoreCivic's solid operating performance, sustained low leverage, and industry tailwinds. The company has operated with leverage of less than 3x over the past two years, supported by a disciplined capital allocation strategy aligned with its public 2.25x-2.75x leverage target. S&P expects CoreCivic will increase revenue and EBITDA over the next 12 months as it benefits from the current U.S administration's aggressive immigration policy and border enforcement. Since the current administration took office, the company has announced contract modifications to add capacity for Immigration and Customs Enforcement (ICE) across four of its facilities, signed letter contracts to begin activating two idle facilities, and announced the acquisition of a new facility in Farmville, Va. In addition, CoreCivic announced the resumption of operations at its South Texas Family Residential Center in Dilley, Texas, which we expect will generate $180 million of revenue and about $65 million of EBITDA annually. Despite the expected increase in the company's profits, S&P does not anticipate material deleveraging through 2026. This incorporates our belief that CoreCivic will likely seek to maintain leverage within its target range while using its increased cash flow to fund shareholder returns or acquisitions that keep its S&P Global Ratings -adjusted leverage in the mid- to high-2x range. Increased funding for ICE will provide a significant tailwind for CoreCivic. S&P said, "We also expect the administration's recently passed budget bill (in early July 2025) will provide additional tailwinds for the company into 2026. The bill significantly increases funding for immigration enforcement, which we expect will result in greater demand for CoreCivic's services. We think there is significant upside for the company's facilities that house detainees, which could improve its utilization and efficiencies. However, we expect some contraction in CoreCivic's EBITDA margin, to the high 17% area in 2025, as it ramps up its facilities to meet the increased demand. That said, we expect the company will expand its EBITDA margin in 2026 and beyond as it realizes benefits from ICE's elevated utilization of its facilities. Despite our expectation for additional EBITDA upside, the size and timing of this increased utilization are uncertain. Therefore, our base-case forecast does not incorporate further benefits from passage of the budget bill." S&P said, "We expect the Laken Riley Act will set new baseline demand for CoreCivic's services. While we expect fluctuations in the demand for immigration services across presidential administrations, we expect ICE's detention authorization will likely increase and remain above 50,000 beds following the passage of the Laken Riley Act in early 2025, which requires the government to detain undocumented immigrants who have been charged with a crime. Therefore, we believe the demand for immigration services will likely at or near these levels across administrations. While the company generates stable cash flows under its long-term contract, it still faces some risks, including from regulatory changes, political exposure, and social pressure. "The stable outlook reflects our expectation that CoreCivic will perform in line with our forecast and maintain leverage of below 3x." S&P could lower its ratings on CoreCivic if S&P expects its leverage will rise and remain above 3x on a sustained basis. This could occur if: -- The company adopts a shareholder-friendly financial policy that prioritizes large share repurchases or asset acquisitions over debt repayment; -- The increase in its demand leads to higher-than-expected costs; or -- S&P revises its forecast due to a decline in CoreCivic's per-diem rates stemming from stress on state budgets, administrative changes, or because its contract termination rates exceed S&P's expectations. While unlikely over the next 12 months, S&P could raise its ratings on CoreCivic if it expands and diversifies it business or adopts a more conservative financial policy such that S&P expects it will maintain S&P Global Ratings-adjusted leverage of below 2x. This could occur if: -- The company expands and diversifies its business such that S&P believes its profit and cash flow are less susceptible to changes in presidential administrations; -- It adopts a more-conservative financial policy with respect to shareholder returns and asset purchases such that its leverage declines below 2x on a sustained basis; or -- It voluntarily reduces its debt using its operating cash flow or proceeds from the sale of noncore assets. CREATIVE REALITIES: Grants 450K RSUs to CEO, 50K to Interim CFO --------------------------------------------------------------- Creative Realities, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it granted to Richard Mills, Chief Executive Officer and Executive Chairman, 450,000 restricted stock units from the Company's 2023 Stock Incentive Plan. The RSUs vest in equal installments on each of December 31, 2025, July 3, 2027 and July 3, 2028, subject to Mr. Mills' continued service to the Company on the applicable vesting date, and all unvested RSUs will accelerate and vest in their entirety upon the earliest of the Company's termination of Mr. Mills' employment without "cause," a "Sale Transaction" occurring under the Plan, or the death or disability of Mr. Mills. The vested RSUs will be settled in shares of the Company's common stock on a one-for-one basis upon the earliest of Mr. Mill's termination of employment with the Company, the death or disability of Mr. Mills, or a change of control of the Company. Meanwhile, the Company granted to David Ryan Mudd, Interim Chief Financial Officer, 50,000 restricted stock units from the Plan. The RSUs vest in equal installments on each of July 3, 2026, July 3, 2027 and July 3, 2028, subject to Mr. Mudd's continued service to the Company on the applicable vesting date, and all unvested RSUs will accelerate and vest in their entirety upon the earliest of a "Sale Transaction" occurring under the Plan, or the death or disability of Mr. Mills. The vested RSUs will be settled in shares of the Company's common stock on a one-for-one basis upon the earliest of Mr. Mudd's termination of employment with the Company, the death or disability of Mr. Mudd, or a change of control of the Company. The foregoing descriptions of the Mills RSUs and Mudd RSUs are summaries only and do not purport to be complete and are qualified in their entirety by reference to the restricted stock unit agreements, copies of which are filed as Exhibits 10.1 and 10.2 to the Current Report on Form 8-K, respectively, and are available at https://tinyurl.com/49a7v7ps About Creative Realities Headquartered in Louisville KY, Creative Realities -- www.cri.com -- designs, develops and deploys digital signage-based experiences for enterprise-level networks utilizing its Clarity, ReflectView, and iShowroom Content Management System (CMS) platforms. The Company is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to retail, automotive, digital-out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. In addition, the Company assists clients in utilizing place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. This includes the design, deployment, and day to day management of Retail Media Networks to monetize on-premise foot traffic utilizing its AdLogic and AdLogic CPM+ programmatic advertising platforms. The independent registered public accounting firm's report on the Company's Consolidated Financial Statements for the fiscal year ended Dec. 31, 2024, included a note stating that there is significant uncertainty regarding the Company's ability to continue as a going concern within one year from the date the Consolidated Financial Statements are issued. Grant Thornton LLP, the Company's auditor since 2014 and based in Cincinnati, Ohio, emphasized that the Company is facing challenges in generating adequate cash flow to meet its contingent consideration obligations, which raises considerable doubt about its ability to remain a going concern. Creative Realities incurred a net loss of $3.51 million for the year ending Dec. 31, 2024, compared to a net loss of $2.94 million for the year ending Dec. 31, 2023. As of Dec. 31, 2024, the Company held total assets of $65.21 million, total liabilities of $39.75 million and total shareholders' equity of $25.46 million. CROWN SUBSEA: S&P Rates $1.9BB First-Lien Term Loan 'B+' -------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '4' recovery rating to U.S.-based provider of long-haul subsea fiber optic cable services Crown Subsea Communication Holding Inc.'s (dba SubCom) $1.9 billion first-lien term loan. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 45%) recovery in the event of a default. The company amended their existing term loan to reduce the interest margin by 50 basis points. In addition, the revolver features a lower interest rate margin (50 basis points across the pricing grid), which will provide SubCom with cash interest savings. S&P said, "We view the transaction as leverage neutral, thus our 'B+' issuer credit rating and stable outlook on the company are unchanged. We believe SubCom will likely take on debt to distribute additional dividends to its shareholders in the future, though we expect it will maintain debt to EBITDA of below 5x, in line with its financial policy." Issue Ratings--Recovery Analysis Key analytical factors -- S&P's simulated default scenario considers a default in 2029 stemming from a protracted downturn in the capital spending budgets of SubCom's customers that leads to declining demand for subsea fiber optic cable and overall projects in the industry. -- S&P said, "Because our default scenario does not include cost overruns on a project, we do not assume any surety bonds or former parent guarantees would be drawn. Therefore, we do not assume any (unsecured) nondebt claims from the guarantee or surety facilities in our default scenario." -- S&P believes that if SubCom were to default, it would continue to have a viable business model because of its strong market share in a niche industry and the highly specialized engineering and manufacturing capabilities required to complete its projects. -- S&P valued the company on a going-concern basis using a 5x multiple of its projected emergence EBITDA, which is in line with the multiples it uses for its engineering and construction peers. -- S&P assumes 85% of the revolver is drawn in a default scenario. Simulated default assumptions -- Year of default: 2029 -- EBITDA at emergence: $194 million -- EBITDA multiple: 5.0x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $923 million -- Valuation split (obligors/nonobligors): 97%/3% -- Collateral value available to first-lien creditors: $913 million -- Total first-lien debt: $2 billion --Recovery expectations: 30%-50% (rounded estimate: 45%) Note: All debt amounts include six months of prepetition interest. DANIMER SCIENTIFIC: Gets Court Clearance to Exit Chapter 11 ----------------------------------------------------------- Clara Geoghegan of Law360 Bankruptcy Authority reports that on Friday, July 18, 2025, federal prosecutors in Manhattan unsealed an indictment alleging that the founder of bankrupt apparel tech company CaaStle Inc. orchestrated a $300 million fraud, using fabricated documents to mislead investors into believing the business was rapidly expanding and valued at $1.4 billion. About Danimer Scientific Inc. Danimer Scientific, Inc. is a performance polymer company specializing in bioplastic replacement for traditional petroleum-based plastics. The company is based in Bainbridge, Ga. Danimer Scientific and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 25-10518) on March 18, 2025. In its petition, Danimer Scientific reported assets between $500 million and $1 billion and liabilities between $100 million and $500 million. Judge Mary F. Walrath handles the cases. The Debtor tapped Vinson & Elkins, LLP as general bankruptcy counsel; Richards, Layton & Finger, P.A. as Delaware local counsel; and AlixPartners, LLP as financial advisor. Stretto, Inc. is the Debtor's notice, claims and solicitation agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Brown Rudnick, LLP and Porzio, Bromberg & Newman, P.C. as legal counsel and Dundon Advisers, LLC as financial advisor. DARE BIOSCIENCE: All Proposals OK'd at Reconvened Annual Meeting ---------------------------------------------------------------- Dare Bioscience, Inc. reconvened the 2025 annual meeting of stockholders, which was originally convened on June 12, 2025 and adjourned without any business conducted due to lack of quorum. At the Meeting, four proposals were voted upon by our stockholders. The proposals are described in detail in the Proxy Statement. Final results of the votes for, each proposal: Proposal 1: Each of the director nominees identified in the table below was elected as a Class II director to hold office until the Company's 2028 annual meeting of stockholders, and until their respective successor is duly elected and qualified, by the votes: 1. Gregory W. Matz, CPA * Votes for: 2,466,530 * Votes withheld: 182,533 * Broker non-votes: 2,023,681 2. William H. Rastetter, Ph.D. * Votes for: 2,500,495 * Votes withheld: 148,568 * Broker non-votes: 2,023,681 3. Robin J. Steele, J.D., L.L.M. * Votes for: 2,516,771 * Votes withheld: 132,292 * Broker non-votes: 2,023,681 Proposal 2: The stockholders ratified the appointment of Haskell & White LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025 by the votes: * Votes for: 4,522,791 * Votes against: 106,137 * Abstentions: 43,817 * Broker non-votes: -- Proposal 3: The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement by the votes: * Votes for: 2,380,644 * Votes against: 243,271 * Abstentions: 25,145 * Broker non-votes: 2,023,681 Proposal 4: The stockholders approved an amendment to the Dare Bioscience, Inc. 2022 Stock Incentive Plan to increase the number of shares available for issuance thereunder by 600,000. * Votes for: 2,283,634 * Votes against: 353,257 * Abstentions: 12,172 * Broker non-votes: 2,023,681 The board of directors previously approved the 2022 Plan Amendment, subject to and effective upon approval of the 2022 Plan Amendment by the stockholders. A copy of the 2022 Plan Amendment is available at https://tinyurl.com/6dpsjz98 About Dare Bioscience Dare Bioscience, Inc. is a biopharmaceutical company committed to advancing innovative products for women's health. The Company's mission is to identify, develop, and bring to market a diverse portfolio of differentiated therapies that prioritize women's health and well-being, expand treatment options, and improve outcomes, primarily in the areas of contraception, vaginal health, reproductive health, menopause, sexual health, and fertility. Irvine, California-based Haskell & White LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has recurring losses from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DARYL SCHNELTEN: Tuttle, et al. Lose Bid to Dismiss Petersen Case ----------------------------------------------------------------- Judge Sue E. Myerscough of the United States District Court for the Central District of Illinois denied the defendants' motion to dismiss the first amended complaint in the case captioned as MARK PETERSEN, et al. Plaintiff, v. KRISTINE TUTTLE, and PREFERRED TITLE AND ESCROW, INC., Defendants, Case No. 24-cv-03247 (C.D. Ill.). Plaintiff Mark Petersen and his spouse are equal owners of Rocklin #1, LLC and Rocklin #2, LLC, two companies that are also named Plaintiffs. Prior to the events in this matter, Rocklin1 owned all of the Degeal Farm in Greene County, Illinois, and Rocklin2 owned all of the Fitzsimmons Farm, also located in Greene County. Andrea Schnelten is Petersen's daughter. From 2016 to 2021, Andrea and her husband Daryl Schnelten lost several million dollars in operating their two businesses. Between 2018 and the end of 2021, Petersen loaned the Schneltens approximately $200,000 to assist them with their businesses and provided additional monetary support by leasing farmland to them. In 2020, Farm Credit Illinois, an Illinois lending institution, obtained a judgment against the Schneltens for approximately $360,000 for debts owed. Thereafter, Farm Credit began enforcing the judgment and obtained a Wage Deduction Order against Andrea. Accordingly, the Schneltens hired lawyer Kristine Tuttle to assist them with various financial matters. The Schneltens were considering a global refinancing of their debts to repay all delinquent loans and satisfy the Farm Credit judgment. Andrea asked Petersen if real property he owned could be used as additional collateral to secure financing for a loan. Specifically, Andrea discussed mortgaging the properties, using the North Fitzsimmons Farm and Degeal Farm, as collateral. Petersen informed Andrea he would be amenable to this arrangement so long as the refinancing loan paid him back the $200,000 he previously lent the Schneltens between 2018 and 2021. During this time in early 2022, the Petersens believe Tuttle and Andrea conspired in their attorney-client relationship intending to defraud the Plaintiffs. In early September 2022, Farm Credit told Tuttle that: -- the new 2022 Farm Credit Loan would be in the amount of the existing Farm Credit judgment ($423,000); -- the loan had a six month maturity; -- Farm Credit would receive a mortgage from Rocklin2 of the North Fitzsimmons Farm as collateral; and -- concurrently with the recording of the mortgage of the North Fitzsimmons Farm, Preferred Title and Escrow, Inc. would record the North Fitzsimmons Farm deed. On Sept. 6, 2022, the 2022 Farm Credit Loan, which satisfied the Farm Credit judgment, closed. Additionally, Preferred recorded the two previously executed quit claim deeds on Degeal Farm and North Fitzsimmons Farm and a mortgage of North Fitzsimmons Farm with the Green County Recorder of Deeds. Neither Petersen nor Elliott Turpin, his attorney, were notified of this recording, the removal of the deeds from escrow, or the proceeds of the 2022 Farm Credit Loan would not be used to pay Petersen back. As a result of these recordings, ownership of the Degeal Farm and North Fitzsimmons Farm was transferred from Rocklin1 and Rocklin2, respectively, to Andrea. On March 1, 2023, the Schneltens defaulted on the 2022 Farm Credit Loan. Around March 5, 2023, Andrea asked Petersen for another loan in the amount of $195,000. To secure this money from her father, Andrea promised she was close to securing the refinancing loan, which would repay the $200,000 debt Andrea owed to Petersen -- who was unaware at the time of Andrea's request for additional funds that the executed deeds were already recorded, a refinancing loan was secured for the judgment amount owed to Farm Credit, and Farm Credit possessed a mortgage on the North Fitzsimmons Farm. On March 6, 2023, Petersen agreed to lend Andrea $195,000 and authorized the wiring of the funds to two of the Schneltens' creditors. On July 12, 2023, unbeknownst to Petersen, the Schneltens filed for Chapter 11 Bankruptcy. Only after Petersen's bankruptcy counsel reviewed pertinent documents did Petersen discover the Scheltens had obtained the 2022 Farm Credit Loan, granted Farm Credit the North Fitzsimmons Farm mortgage, and already defaulted on the 2022 Farm Credit Loan. Petersen has not been paid the full debt owed to him by the Schneltens, and he, along with his companies, Rocklin1 and Rocklin2, have lost their respective ownership interest in the Degeal and North Fitzsimmons properties. On Sept. 5, 2024, Petersen, Rocklin1 and Rocklin2 filed a three-Count Complaint in this Court, asserting that Tuttle and Preferred Title and Escrow, Inc. breached an oral escrow agreement and Tuttle also breached a fiduciary duty to hold Deeds in escrow regarding a real estate transaction. On Nov. 25, 2024, Plaintiffs filed their Amended Complaint. The Amended Complaint alleges one breach of contract claim against Preferred and a breach of contract claim, a breach of fiduciary duty claim, and two fraud claims against Tuttle. On Dec. 9, 2024, Defendants each moved to dismiss each of the counts against them for failure to state a claim upon which relief can be granted pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Defendant Preferred's Motion to Dismiss Preferred argues that Plaintiffs' claim against it is barred the Illinois Statute of Frauds. It asserts that to satisfy the Statute of Frauds, an escrow agreement relating to the transfer of real estate and the agreement to transfer the interest in the real estate must both be in writing. It contends that Plaintiffs' Amended Complaint does not plead allegations as required or attach exhibits demonstrating that the Escrow Agreement satisfies the Statute of Frauds writing requirement. Preferred also argues Plaintiffs fail to allege sufficient facts that Tuttle acted as Defendant Preferred's agent in agreeing to the Escrow Agreement at issue. It contends that Plaintiffs fail to plead any actual facts establishing that Preferred was a party to the Escrow Agreement or that Tuttle acted as its agent. According to the Court, although Preferred argues that Plaintiffs fail to plead sufficiently, the relationships between the parties are not fully known at this juncture. At this stage, the Plaintiffs have provided sufficient facts to move forward with their allegations against Defendant Preferred. Tuttle contacted Preferred for its services to the benefit of her clients for escrow and title services. Judge Myerscough explains, "It is reasonable to infer that Preferred held the relevant deeds for a period of time and recorded them without informing Plaintiffs, even though Plaintiffs understood the recording would not occur until a refinancing loan was approved, with payment to Petersen thereafter. Whether Tuttle were indeed acting as an agent of Preferred requires a more developed record. However, Plaintiffs' Amended Complaint, as pled, provides enough facts to raise a reasonable expectation that discovery will reveal additional evidence supporting Plaintiffs' allegations against Defendant Preferred." Tuttle's Motion to Dismiss Plaintiffs have alleged that the parties entered a contract in the form of an oral escrow agreement. Plaintiffs allege that Petersen provided executed deeds to Tuttle with the understanding the deeds would be recorded only upon securing a refinancing loan for purposes of repayment to creditors. Plaintiffs further allege Tuttle breached this agreement by recording the deeds without informing Plaintiffs and failed to pay, and, thereby, Plaintiffs suffered injuries. Plaintiffs allege that Petersen executed deeds to Andrea for the real property at issue as a result of Tuttle's misrepresentations and omissions, and as part of a common scheme to defraud. Further, Plaintiffs argue that Petersen was unaware of what this collateral would be used for, and that the deeds would be removed from escrow and recorded by Preferred without Petersen's knowledge. Tuttle argues Plaintiffs' Amended Complaint must be dismissed because: (1) it violates the Illinois Statute of Frauds; (2) Plaintiffs failed to plead the elements of an oral contract; (3) Plaintiffs cannot prove a claim for breach of fiduciary duty as Defendant did not owe them a duty as a matter of law; (4) Plaintiffs cannot prove a claim for breach of contract as Defendant did not owe them a duty as a matter of law and (5) Plaintiffs cannot plead fraud as no facts exist that support such claims. The Court finds the facts presented by the Plaintiffs have indeed placed Tuttle on notice as to the who, what, when, how, and where this claim originates. According to the Court, this is sufficient at this stage of litigation for Plaintiffs to move forward with their breach of contract claim. Therefore, Tuttle's Motion to Dismiss Plaintiffs' breach of contract claim is denied. Plaintiffs have pled each of the fraud elements required to put Tuttle specifically on notice of Plaintiffs' claims. Therefore, the Court finds that Plaintiffs have pled with enough specificity to move forward on each of their fraud claims against Tuttle. Tuttle's motion to dismiss each of the fraud claims is therefore denied. A copy of the Court's Opinion and Order dated July 8, 2025, is available at http://urlcurt.com/u?l=BR2jzPfrom PacerMonitor.com. Daryl R. Schnelten and Andrea R. Schnelten filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 23-70558) on July 12, 2023, listing under $1 million in both assets and liabilities. DEL MONTE: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Del Monte Foods Corporation II, Inc. and its affiliates. The committee members are: 1. Circana, LLC 203 La Salle Street, Suite 1500 Chicago, IL 60601 Attn: Jeyson Rivera jeyson.rivera@circana.com 2. Crites Seed, Inc. 212 College Street Moscow, ID 83843 Attn: Andy Johnson andy@critesseed.com 3. Hintz AP, Inc. 29 Road 7 NE Ephrata, WA 98823 Attn: Gilbert Hintz gilberthintz@gmail.com 4. Nations Roof, LLC 851 E. I-65 Service Road South Suite 300 Mobile, AL 36606 Attn: David Gersh dgersh@nationsroof.com 5. Pension Benefit Guaranty Corporation 445 12th Street SW Washington, DC 20024-2101 Attn: Emily Lesniewski lesniewski.emily@pbgc.gov 6. Purcell International 800 Ellinwood Way Pleasant Hill, CA 94523 Attn: Colleen D. Purcell-Kangas colleen@purcell-intl.com 7. Reser's Fine Foods, Inc. 15570 SW Jenkins Road Beaverton, OR 97006 Attn: Paul Leavy paul@resers.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Del Monte Foods Founded in 1886 and headquartered in Walnut Creek, California, the Del Monte business has been a cornerstone of American grocery stores for more than 130 years. Del Monte Foods has been driven by its mission to nourish families with earth's goodness. As the original plant-based food company, Del Monte is always innovating to make nutritious and delicious foods more accessible to consumers across its portfolio of beloved brands, including Del Monte, Contadina, College Inn, Kitchen Basics, JOYBA, Take Root Organics and S&W. On the Web: http://www.delmontefoods.com/or http://www.joyba.com/ On July 1, 2025, Del Monte Foods Corporation II, Inc., and 17 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.J. Lead Case No. 25-16984) to address $1.235 billion in funded debt obligations. The Debtors' bankruptcy cases are pending before the Honorable Michael B. Kaplan. Herbert Smith Freehills Kramer (US) LLP and Cole Schotz P.C. are serving as legal counsel to Del Monte, Alvarez & Marsal North America, LLC is serving as financial advisor, and PJT Partners is serving as investment banker to the Company. Stretto is the claims agent. Wilmington Savings Fund Society, FSB, as DIP Term Loan Agent, is represented by: Jeffrey R. Gleit, Esq. Brett D. Goodman, Esq. ARENTFOX SCHIFF LLP 1301 Avenue of the Americas, 42nd Floor New York, NY 10019-6022 Telephone: (212) 484-3900 Jeffrey.Gleit@afslaw.com Brett.Goodman@afslaw.com -- and -- Matthew R. Bentley, Esq. 233 South Wacker Drive, Suite 7100 Chicago, IL 60606 Telephone: (312) 258-5500 Matthew.Bentley@afslaw.com JPMorgan Chase Bank, N.A., as Prepetition and DIP ABL Agent, is represented by: Alan J. Brody, Esq. GREENBERG TRAURIG, LLP 500 Campus Drive Florham Park, NJ 07932 Telephone: (973) 360-7900 Email: brodya@gtlaw.com -- and -- Sandeep Qusba, Esq. Nicholas E. Baker, Esq. Dov Gottlieb, Esq. Zachary J. Weiner, Esq. SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, NY 10017 SQusba@stblaw.com NBaker@stblaw.com Dov.Gottlieb@stblaw.com Zachary.Weiner@stblaw.com DOWNTOWN UTICA: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 2 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Downtown Utica Development, LLC. About Downtown Utica Development Downtown Utica Development, LLC is a single-asset real estate debtor, as defined in 11 U.S.C. Section 101(51B). Downtown Utica Development sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 25-60539) on June 16, 2025. In its petition, the Debtor reported estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by Scott J. Bogucki, Esq., at Gleichenhaus, Marchese & Weishaar, P.C. DVAC HEATING: Gets OK to Use Cash Collateral Until July 31 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington issued an interim order granting DVAC Heating & Air, LLC to use cash collateral. The Debtor was authorized to use cash collateral through July 31 to pay post-petition operating expenses consistent with its budget, with a 15% variance per line item. The Debtor projects total operational expenses of $141,950 for July; $143,550 for August; and $141,950 for September. As adequate protection, the U.S. Small Business Administration will receive replacement liens on post-petition cash, receivables, inventory, and proceeds; and will receive monthly payments of $600. Other secured creditors including Kapitus, LLC, CT Corporation, NewCo Capital Group VI, Avion Funding, Pearl Delta Funding, IRS, and Forward Financing will be granted replacement liens. Meanwhile, the Debtor was authorized to remit $500 per month to the trust account of Attorney Virginia Burdette for administrative fees beginning this month and until confirmation of its Chapter 11 plan. The final hearing is scheduled for August 1, with objections by Kapitus, LLC due by July 25, 2025. About DVAC Heating & Air LLC DVAC Heating & Air LLC is a family-owned company that provides residential, light commercial, and new construction HVAC and plumbing services in the greater Seattle area. Based in Mukilteo, Washington, the Company offers installations, repairs, and maintenance for systems such as furnaces, AC, heat pumps, water heaters, and ductless units. Founded in 2014, DVAC emphasizes competitive pricing, customer service, and skilled technicians. DVAC Heating & Air sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 25-11432) on May 27, 2025. In its petition, the Debtor reported total assets of $350,315 and total liabilities of $3,224,167. Judge Timothy W. Dore handles the case. The Debtor is represented by Thomas D. Neeleman, Esq., at Neeleman Law Group, PC. ENERGY FOCUS: Gina Huang Resigns; Chao-Jen Huang Joins Audit Panel ------------------------------------------------------------------ Energy Focus, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received notice of resignation from Gina (Mei-Yun) Huang, a member of the Board, the Audit Committee, and the Nomination and Compensation Committee. The resignation did not involve any disagreement with the operations of the Company. On July 3, 2025, the Board appointed Chao-Jen Huang, one of the Company's current independent directors, to serve as a member of the audit committee of the Board, effective immediately, to fill the vacancy created by Ms. Huang's departure. About Energy Focus Solon, Ohio-based Energy Focus -- http://www.energyfocus.com-- engages primarily in the design, development, manufacturing, marketing, and sale of energy-efficient lighting systems and controls. The Company develops, markets, and sells high-quality light-emitting diode ("LED") lighting and controls products in the commercial market and military maritime market. Columbus, Ohio-based GBQ Partners, LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 25, 2025, attached in the Company's Annual Report on Form 10-K for the year ended Dec. 25, 2024, citing that the Company has suffered recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ENTECCO FILTER: Court Extends Cash Collateral Access to Aug. 22 --------------------------------------------------------------- Entecco Filter Technology, Inc. received another extension from the U.S. Bankruptcy Court for the Middle District of North Carolina, Winston-Salem Division to use the cash collateral of PNC Bank, National Association. The court's 10th interim order authorized the Debtor to use cash collateral until August 22 based on its four-week budget projection. During this interim period, the Debtor can use up to 110% of any line item in the budget. PNC has a lien on certain assets of the Debtor based on a $125,000 loan extended under a revolving line of credit issued in July last year. As protection for PNC's interest in the cash collateral, the court granted the bank a lien on the Debtor's post-petition assets to the same extent as its pre-bankruptcy lien. In case of any default or unauthorized use of funds, PNC can request immediate relief, including termination of the Debtor's ability to use cash collateral. The next hearing is scheduled for August 20. A copy of the court's order and the Debtor's budget is available at https://shorturl.at/kok7n from PacerMonitor.com. About Entecco Filter Technology Entecco Filter Technology, Inc., is a Delaware-based environmental technology company, specializing in air purification systems and filter products used in various industries. Entecco filed Chapter 11 petition (Bankr. M.D.N.C. Case No. 24-50707) on September 19, 2024, listing between $1 million and $10 million in both assets and liabilities. James David Edgerton, president and chief executive officer, signed the petition. Judge Lena M. James oversees the case. The Debtor is represented by James C. Lanik, Esq., at Waldrep Wall Babcock & Bailey, PLLC. Secured creditor PNC Bank, N.A. is represented by: Brian D. Darer, Esq. Parker Poe Adams & Bernstein, LLP 301 Fayetteville Street, Suite 1400 Raleigh, NC 27602 Telephone: (919) 828-0564 briandarer@parkerpoe.com ERS MEDICAL: Seeks Chapter 11 Bankruptcy in California ------------------------------------------------------ On July 17, 2025, ERS Medical Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of California. According to court filing, the Debtor reports $1,018,196 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About ERS Medical Inc. ERS Medical Inc. provides biomedical equipment services, including installation, calibration, inspection, and repair, for healthcare facilities. The Company specializes in life support and general biomedical equipment such as patient monitors, infusion pumps, defibrillators, anesthesia machines, and ultrasound systems. It operates with a team experienced in the biomedical field, including former field service engineers and U.S. Army-trained contractors. ERS Medical Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 25-23668) on July 17, 2025. In its petition, the Debtor reports total assets of $125,743 and total liabilities of $1,018,196. Honorable Bankruptcy Judge Christopher M. Klein handles the case. The Debtor is represented by Arasto Farsad, Esq. at FARSAD LAW OFFICE, P.C. ETROG PROPERTIES: Case Summary & Nine Unsecured Creditors --------------------------------------------------------- Debtor: Etrog Properties LLC 40 Pool Drive Roslyn, NY 11576 Business Description: Etrog Properties LLC owns a 31-unit residential property at 938 Intervale Avenue in the Bronx, New York, valued at $1.86 million. Chapter 11 Petition Date: July 17, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-43396 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Kevin Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave New York, NY 10017-5690 E-mail: knash@gwfglaw.com Total Assets: $2,033,713 Total Liabilities: $3,535,076 The petition was signed by David Goldwasser as chief restructuring officer. A full-text copy of the petition, which includes a list of the Debtor's nine unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/OTHXQBA/Etrog_Properties_LLC__nyebke-25-43396__0001.0.pdf?mcid=tGE4TAMA FLUTTER ENTERTAINMENT: S&P Affirms 'BB+' Issuer Credit Rating ------------------------------------------------------------- S&P Global Ratings revised its outlook on Flutter Entertainment PLC (Flutter) to stable from positive and affirmed the 'BB+' issuer credit rating. S&P also affirmed its 'BBB-' issue rating on Flutter's existing debt and kept the recovery rating at '2' (75% expected recovery). S&P said, "The stable outlook reflects our view that Flutter will maintain its leading positions in the markets where it operates, despite some regulatory and competitive pressures and notwithstanding ongoing weaker general consumer sentiment in the U.S. It also reflects our view that Flutter will reduce S&P Global Ratings-adjusted debt to EBITDA to below 4x by year-end 2026." Flutter announced the acquisition of Boyd's 5% stake in FanDuel for approximately $1.755 billion, thereby obtaining 100% ownership of FanDuel. To fund the transaction, Flutter has secured a $1.75 billion bridge facility, which it intends to refinance with a mix of bond and term loan instruments in the coming weeks. Flutter's recent acquisition of Snaitech and a 56% stake in Brazil-based NSX led to increased scale and geographic diversity in countries with solid growth prospects, which, coupled with a leading position in the profitable U.S. market, strengthens the group's business profile. This merger and acquisitions (M&A) spending, and ongoing shareholder distributions, will temporarily increase S&P Global Ratings-adjusted debt to EBITDA toward 4.5x by year-end 2025, above the group's leverage target of 2.0x-2.5x (3.0x-3.5x including our adjustments). The outlook revision follows an expected deviation from Flutter's deleveraging trajectory due to higher-than-expected M&A spending leading to a spike in S&P Global Ratings-adjusted debt to EBITDA toward 4.5x in 2025. On July 10, Flutter announced an agreement to acquire Boyd's 5% equity stake in FanDuel for $1.755 billion ahead of its 10-year deal option set to expire in July 2028. The stake acquisition values FanDuel at approximately $31 billion and brings Flutter's ownership to 100%, solidifying its position as the leader in the U.S. sports-betting and iGaming market. FanDuel holds about 43% of sportsbook market and 27% of iGaming's gross gaming revenue (GGR). Given Flutter already fully consolidates FanDuel in its accounts, the announced transaction will not have a significant impact on its operating performance. S&P said, "However, we understand that, as part of the deal, Flutter locks in more efficient market-access terms through 2038 in key U.S. states such as Illinois, Indiana, Iowa, and Kansas, among others, which are expected to deliver about $70 million-$90 million in annual cost savings, a 50 basis point positive impact on its EBITDA margin. As a result, we expect Flutter's S&P Global Ratings-adjusted debt metrics to increase to 4.5x by year-end 2025 before reducing comfortably below 4.0x by 2026 as we expect a normalization of discretionary spending. We note that this is a deviation compared with the group's net leverage target ratio of 2.0x-2.5x, translating at about 3.0x-3.5x in S&P Global Ratings' adjusted terms. However, we acknowledge the group's commitment to its stated leverage target in the medium-term." Flutter's recent M&A activity marks a clear turning point in its strategy, transforming it into a global powerhouse of omnichannel gaming. The agreement to acquire the 5% equity stake in FanDuel it did not own follows Flutter's recent M&A activities. On May 14, 2025, Flutter completed the acquisition of a 56% stake in Brazil-based NSX. This followed its April 30 completion of its Snaitech acquisition. The acquisitions should enable the group to expand its scale of operations and diversification, as well as improve its position in each market, all of which support our business risk profile assessment. S&P said, "In our view, these acquisitions enhance Flutter's competitive position in the fast-growing Italian regulated gaming market and recently regulated (since Jan. 1, 2025) Brazilian market. We expect significant revenue growth potential and some cost synergies in the Snaitech acquisition." Flutter has now become the market leader in Italy, with approximately 30% of the online market when combined with its existing Italian business, slightly surpassing Lottomatica (roughly 29% market share; BB-/Stable/--). In Brazil, it is among the three top operators nationally, with an estimated market share of about 11%-12%. These deals provide material synergies through operational scale, enhanced market access, and Flutter Edge capabilities, which should underpin durable EBITDA growth. Flutter reported sound operating performance in 2024 and achieved structural profitability in the U.S. The group reported 19.2% growth, with revenue of $14 billion in 2024 compared with $11.8 billion in 2023. Adjusted EBITDA reached $1.9 billion with margin at about 13.8%, slightly above the 13.6% posted in 2023. This was supported by operational scale in the U.S., integration of acquisitions like Sisal and MaxBet, and reduced marketing expenditure--offsetting rising technology, research and development, and administrative costs. This translated into free operating cash flow (FOCF) more than doubling to over $1 billion, reflecting improved cash conversion, lower capital spending (capex) intensity, and increased operating leverage. In the first quarter of 2025, the solid operating performance continued with organic revenue up 8% year on year, supported by an 11% increase in average monthly players and strong performance in the U.S., where revenue rose 18%, driven by growth in both sports-betting (+15%) and iGaming (+32%). The international segment delivered modest 1% growth, with strength in Southern Europe and Africa (+14%) and Central and Eastern Europe (CEE; +15%) offset by weakness in Asia Pacific (-13%; weighed down by Australia's 18% sportsbook decline and despite India's 45% iGaming surge) and Brazil (-44%) due to regulatory transition. Reported EBITDA rose 20% to $616 million, with margin expansion to 16.8% from 15.1%, largely fueled by U.S. operating leverage and efficiency gains, while international EBITDA declined slightly due to higher taxes in CEE. The U.S. sports-betting and iGaming market continues to represent a pivotal growth opportunity. The U.S. sports-betting and wagering market, still in its early innings, represents an attractive growth engine for the group and it is expected to continue to experience significant growth because additional U.S. states are expected to legalize sports-betting and iGaming in the medium term. Scale, regulation, and product innovation are driving outsized potential for first-mover leaders like FanDuel. Flutter estimates that the U.S. addressable sports-betting and iGaming market will increase to between $40 billion and $50 billion by 2030 from about $22 billion in 2024. Flutter has a leading market position in the U.S. with 43% of the online sports-betting market share (on a gross revenue basis) and 27% of the iGaming market as of 2024, which translates into potentially substantial additional revenue and earnings in the short to medium term. Still, S&P notes that, despite the strong growth trajectory of the U.S. sports-betting and iGaming markets, several risks could weigh on Flutter's expansion and profitability, in particular, the evolving regulatory landscape, given each state has its own licensing rules, tax regimes, and market access structures, with increasing scrutiny around responsible gaming, advertising restrictions, and potential federal oversight. Flutter also faces intensifying competition from deep-pocketed rivals like DraftKings, BetMGM, and Fanatics, which could pressure margins through aggressive customer acquisition and promotional spending. Additionally, high state-specific tax rates (e.g., New York's 51% on sportsbook GGR and recent increases in Illinois with the introduction of additional per-bet excise tax of $0.25 per bet on the first 20 million bets per operator per year and $0.50 per bet beyond that, and Video Lottery Terminals tax increases to 45% from 35%) and potential future increases may constrain profitability. Operational risks, such as those experienced during customer re-verification process in Brazil's newly regulated market could act as a short-term drag on growth. Additionally, shifts in consumer behavior, economic slowdowns, or regulatory delays in key states like California or Texas could dampen near-term momentum. Nevertheless, Flutter's strong market leadership and ability to monetize across verticals, position it well for continued expansion. Flutter's FOCF profile continues to strengthen, but its ability to deleverage will ultimately depend on the pace of EBITDA growth and disciplined financial policy. This amid significant capital deployment toward M&A and shareholder returns. In 2024, Flutter generated adjusted FOCF of $1.068 billion--more than double the $454 million generated in 2023--thanks to solid operating performance and contributions from the U.S., as well as the full consolidation of Sisal. S&P said, "We expect FOCF will remain robust, exceeding $1.0 billion in 2025 and reaching around $1.5 billion in 2026. However, this strong cash generation is expected to be absorbed by capital outflows linked to recent acquisitions totaling $5.7 billion in 2025, including about $1 billion of shareholder buyback activity, as part of the group's recently announced $5.0 billion shareholder repurchase program to be deployed over the next three to four years. As a result, S&P Global Ratings-adjusted leverage, which improved to 3.1x in 2024 from 4.0x in 2023, is projected to temporarily increase to about 4.5x in 2025 before declining toward 3.5x by year-end 2026. We note that Flutter has historically operated with a conservative net debt to EBITDA target of 1.0x-2.0x, which was revised following its U.S. listing in early 2024." Moreover, while Flutter's revised financial policy targeting reported net leverage of 2.0x–2.5x (equivalent to 3.0x–3.5x on an S&P Global Ratings-adjusted basis) would be consistent with an higher rating, the lack of track record of keeping leverage at those levels and the group's willingness to keep some flexibility to fund future M&A transactions and shareholder distributions is commensurate with the current 'BB+' rating. S&P said, "The stable outlook reflects our view that Flutter will perform in line with our base-case expectations, meaning that the group will post solid profitable growth over 2025-2026, supported by its leading market positions, notwithstanding intensifying competition. This should lead to a material decline in leverage to below 4.0x by the end of 2026 from the peak expected in 2025 at around 4.5x. This would be supported by its expanding presence in the U.S., the integration of Snaitech and NSX into the group, and strategic technology deployment leading to improved productivity. "We could lower the rating on Flutter in the next 12 months if we were to observe a deviation from the anticipated deleveraging trajectory, meaning that S&P Global Ratings-adjusted debt to EBITDA remained sustainably and materially above 4x from 2026." According to S&P's current analysis, this could materialize if it was to observe one of the following scenarios, among others: -- A substantially higher material impact from regulatory changes in the U.K., the U.S., Australia, or elsewhere than S&P already incorporates in its base-case scenario; -- Flutter facing operating issues in the U.S. or unexpected higher marketing and bonus spending that would compromise its ability to sustain and increase profitability in the U.S.; -- Failure to integrate recent acquisitions effectively and realize expected synergies, or inability to manage heightened regulatory and competitive risks across multiple jurisdictions such that S&P could view a weakening of the group's business risk profile assessment; or -- The group pursuing a more aggressive financial policy, with a swifter return to material shareholder returns or debt-financed acquisitions before reducing leverage, for example. S&P said, "We could raise the rating on Flutter if the group's operating performance and financial policy led to a sustained improvement in credit metrics, with the group maintaining an S&P Global Ratings-adjusted leverage in the low end of the 3.0x-4.0x range, while FOCF to debt improves toward 15%." According to S&P's current analysis, this could materialize if it was to observe one of the following scenarios, among others: -- The potential impact from regulatory changes not materially delaying the group from achieving such cash flow and leverage metrics; and -- Flutter displaying a clear commitment and track record to maintain its stated financial policy over time. S&P thinks this would likely be commensurate with prudent shareholder remuneration, with the group not embarking on any significant debt-financed M&A without an offsetting increase in earnings. FOCUS UNIVERSAL: Gets Nasdaq Notice for $35M Market Value Shortfall ------------------------------------------------------------------- Focus Universal Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market. The Staff notified the Company that since the Company's Market Value of Listed Securities has fallen below $35,000,000, the Company no longer satisfies the requirements under Nasdaq Listing Rule 5550(b)(2). The notification received has no immediate effect on the Company's Nasdaq listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an initial period of 180 calendar days, or until December 29, 2025, to regain compliance with the MVLS Rule. If at any time before the Compliance Date, the Company's MVLS closes at $35,000,000 or more for a minimum of 10 consecutive business days, then this matter will be closed. If the Company does not regain compliance with the MVLS Rule prior to the expiration of the Compliance Date, the Company will receive notification from the Staff that its securities are subject to delisting. The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the MVLS Rule. The Company's common stock will continue to be listed and traded on the Nasdaq Capital Market during the compliance period that ends on the Compliance Date, subject to the Company's compliance with the other continued listing requirements of the Nasdaq Capital Market. About Focus Universal Focus Universal Inc. (NASDAQ: FCUV) is a provider of patented hardware and software design technologies for Internet of Things (IoT) and 5G. The company has developed five disruptive patented technology platforms with 28 patents and patents pending in various phases and 8 trademarks pending in various phases to solve the major problems facing hardware and software design and production within the industry today. These technologies combined to have the potential to reduce costs, product development timelines, and energy usage while increasing range, speed, efficiency, and security. Los Angeles, Calif.-based Weinberg & Company, P.A, the Company's auditor since 2024, issued a "going concern" qualification in its report dated February 28, 2025, citing that the Company has suffered recurring losses from operations and has experienced negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. As of December 31, 2024, the Company had $4,080,313 in total assets, $885,089 in total liabilities, and $3,195,224 in total stockholders' equity. GARDA WORLD: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Garda World Security Corporation's (Garda) Long-Term Issuer Default Rating (IDR) at 'B+', the senior secured credit facilities and notes at 'BB' with a Recovery Rating of 'RR2', and senior unsecured notes at 'B-'/'RR6'. The Rating Outlook is Stable. The ratings consider Garda's highly recurring revenue model and flexible cost structure that helps maintain financial flexibility. Its track record of growth improving size, scale and diversification is also enhancing its ability to support strategic growth opportunities via cash flow. The ratings also consider growth-oriented capital allocation policies that lead to EBITDA interest coverage sustained around low 2.0x, while leverage is likely to remain in the mid-6x or below range over the long term. Periods of heightened growth investment, both inorganic and organic, may temporarily weigh on credit metrics, but Fitch expects those metrics to subsequently improve. Key Rating Drivers Recurring Revenue Services: Garda's ratings benefit from the stable, recurring nature of its security and cash management services. Like similarly rated peers that benefit from stable cash flows, this offsets credit metrics weaker than typical 'B+' levels. Security services, which make up the largest proportion of revenue, are fairly insulated from fluctuations in customer activity levels and are more dependent on the number of locations that remain open. Contract lengths with customers can vary but are typically multiyear for government and infrastructure-related customers. The cash-management segment benefits from multiyear contracts, with revenues tied to the number of services stops and monthly fees instead of the monetary value of cash-in-transit. The global balance of cash in circulation continues to rise, despite proliferation of non-cash payment methods, and in periods of economic weakness cash balances tend to grow more quickly. Visibility to FCF, Financial Flexibility: Strengthening FCF adds to Garda's financial flexibility, a priority for management, as it aims to continue its growth investment. FCF generation is expected to reach nearly $150 million in FY26, due to temporary working capital unwind, and remain around the $75 million to $100 million range in FY27-FY28. This is an improvement from deeply negative levels over the last three years as Garda executed on working capital intensive growth initiatives. Fitch's forecast assumes a moderate growth and investment scenario; however, large new business wins or lumpy M&A could cause cash flows to vary in the near to medium term. Low-2x Coverage, Mid-6x Leverage: Fitch expects EBITDA interest coverage to rise to 2.0x in FY26 and remain around the low-2.0x range going forward. This reflects the belief that Garda will remain consistent with financial polices of managing to company-calculated coverage of around 2.0x. Fitch forecasts EBITDA leverage in the high-6.0x range in FY26, before trending to the mid-6.0x range in FY27. Deleveraging is primarily driven by earnings growth as no meaningful debt prepayments are assumed. EBITDA Growth Continues: Garda has consistently exhibited organic growth in part owing to its service reliability as well as the proliferation of complementary technology products in its intelligent devices and video monitoring. The company has various large service contracts starting in FY26 and expects to ramp up product deliveries. New business wins in place also add visibility to growth in FY27. Fitch-calculated EBITDA is expected to reach nearly $1.1 billion in FY26, up from $840 million in FY25, before trending to $1.2 billion-plus thereafter. Execution risks appear to be limited given the degree of contracts in place and familiarity with operational needs. Favorable Competitive and Market Position: GW's high customer retention rates, reported to be generally in the mid-90% range or higher, indicate a good degree of market strength. GW typically holds a top three position in its geographic markets with particular strength in Canada. The security services market is fragmented and has low barriers to entry, though the ability to manage a large workforce that can service large, multilocation customers has supported GW's market position. Peer Analysis Fitch compares Garda with cash-management peer The Brink's Company (BCO; BB+/Stable) and other personnel-heavy transportation companies such as First Student BidCo, Inc. (BB-/Stable) and Waste Pro USA Inc. (WP; B+/Stable). Fitch expects Garda and these three peers to benefit from fundamentally steady demand and earnings profiles due to the highly recurring and contracted nature of their respective business models. The group also has a good degree of cost structure flexibility due to the companies' labor-oriented business models. Comparatively, WP has a significantly more concentrated service region, focused on the Southeastern U.S. and a relatively smaller market share within its industry. BCO's rating reflects its stable and consistently positive FCF and expectation that leverage declines to the mid-to-high 3.0x range in the medium term. Garda has relatively high EBITDA leverage around 6.5x compared with First Student's EBITDA leverage in the high 4.0x to low 5.0x range, and WP's EBITDA leverage is expected to be 4.5x-5.0x over the long term. WP's growth investments weigh on its FCF generation; however, this concern is mitigated by the visibility of its revenue and cost structures. Key Assumptions - Strong organic growth driven by new contract wins in security services, delivery of security products and executive protection. Completed M&A supplements organic growth in FY26; - Organic growth moderates but remains healthy in the mid-single digits, supporting EBITDA around $1.2+ billion; - Extraordinary costs persist but are largely linked to growth investment. Fitch assumes about $140 million in FY26; - Garda realizes pent-up working capital benefits, adding around $125 million to cash flow in FY26, before sustaining a moderate level of growth investment; - Capital allocation favors M&A and growth investment, no meaningful debt repayment is assumed; - SOFR rates remain in the 4%-5% range through the forecast. Recovery Analysis The recovery analysis assumes that Garda would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch estimates a GC EBITDA of CAD800 million, reflecting pro forma adjustments for acquisitions. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the enterprise valuation. This estimate reflects a potential weakening in the cash services market and increased competitiveness in the security services market. It also reflects the corrective measures taken in reorganization to offset the adverse conditions that triggered default, such as cost-cutting, contract repricing and industry recovery. Fitch assumes a GC recovery multiple of 6.0x. The multiple reflects Garda's valuation when BC Partners invested in fiscal 2020 at about 10x EBITDA, publicly traded peers around 10x, and acquisition multiples ranging from under 5.0x to about 10x across the security services and cash management sectors. The recovery analysis assumes that secured credit facilities are senior in the recovery waterfall to the unsecured notes. This results in a 'BB' rating and a Recovery Rating of 'RR2' for the senior secured credit facilities and 'B-' rating and a Recovery Rating of 'RR6' on the senior unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch-calculated EBITDA leverage sustained above the mid-6.0x range; - Fitch-calculated EBITDA interest coverage sustained below 2.0x; - An inability to generate FCF that heightens liquidity and refinancing risks. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A change in financial and capital allocation policy that supports EBITDA leverage sustained below 5.5x; - Improved cash flow generation supports FCF margins sustained above the low-single digits. Liquidity and Debt Structure Garda's liquidity as of April 30, 2025 consisted of CAD201 million of cash and CAD279 million of availability under its $530 million revolving credit facilities. Garda's near-term maturities are limited. The term loan amortizes at 1% per year and the next scheduled maturity is the USD570 million senior secured notes due February 2027; however, the revolvers have a springing maturity provision to 91 days prior. Fitch has assigned 50% equity credit to Garda's CAD300 million of preferred stock. Fitch views the preferred stock as a hybrid instrument as it is issued within the rated entity by Garda, subordinated to senior debt, and has a cash-pay cumulative dividend. There are no default or cross-default provisions linking the preferred stock and Garda's debt. Issuer Profile Garda World Security Corporation is a privately held Canadian cash logistics and security firm with over 120,000 employees worldwide. It is majority employee-owned, with a significant minority stake held by private equity firm BC Partners. 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 ----------- ------ -------- ----- Garda World Security Corporation LT IDR B+ Affirmed B+ senior unsecured LT B- Affirmed RR6 B- senior secured LT BB Affirmed RR2 BB GLOBAL TECHNOLOGIES: Ends Share Exchange Deal With GOe3, Brimacombe ------------------------------------------------------------------- Global Technologies, LTD. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors approved the unilateral termination of the Share Exchange Agreement dated March 15, 2024, which had been entered into by and among the Company, GOe3, LLC, and Bruce Brimacombe. Pursuant to this action, the Company has returned or released all GOe3 membership units, intellectual property, and any related assets previously held by the Company under the Agreement. No shares of the Company's preferred stock were designated as per the terms of the Agreement, and no shares of common stock or preferred stock were issued, or delivered to Mr. Brimacombe. This termination concludes any and all obligations between the Company and Mr. Brimacombe under the Agreement. As a result of this termination, the Company will no longer pursue or engage in any business operations, partnerships, or future development efforts in the electric vehicle (EV) sector. The Company remains focused on its core growth initiatives in health, wellness, and advisory services. About Global Technologies Headquartered in Parsippany, NJ, Global Technologies, Ltd -- http://www.globaltechnologiesltd.info/-- is a multi-operational company with a strong desire to drive transformative innovation and sustainable growth across the technology and service sectors, empowering businesses and communities through advanced, scalable solutions that enhance connectivity, efficiency, and environmental stewardship. The Company envisions a future where technology seamlessly integrates into every aspect of life, improving the quality of life and the health of the planet. The Company's vision is to lead the industries it serves with groundbreaking initiatives that set new standards in innovation, customer experience, and corporate responsibility, thereby creating enduring value for all shareholders. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2024, issued a "going concern" qualification in its report dated Sept. 20, 2024, citing that the Company suffered an accumulated deficit of $(166,666,296), and a negative working capital of $(6,304,772). These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, Global Technologies had $8.60 million in total assets, $6.62 million in total liabilities, and $1.98 million in total stockholders' equity. HARDING BELL: Seeks Chapter 11 Bankruptcy in Florida ---------------------------------------------------- On July 17, 2025, Harding Bell International Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Florida. According to court filing, the Debtor reports $6,221,386 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Harding Bell International Inc. Harding Bell International Inc. is a certified public accounting firm based in Central Florida that provides tax preparation, business support, and FIRPTA services to U.S. and international clients. The firm serves over 9,000 clients across 22 U.S. states and more than 170 countries, with a focus on real estate investment and cross-border tax matters. Founded in 2000, it operates six offices in the region. Harding Bell International Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-04912) on July 17, 2025. In its petition, the Debtor reports total assets of $3,826,150 and total liabilities of $6,221,386. Honorable Bankruptcy Judge Roberta A. Colton handles the case. The Debtor is represented by Aaron Wernick, Esq. at WERNICK LAW PLLC. HELIUS MEDICAL: Regains Nasdaq Compliance With Equity Requirement ----------------------------------------------------------------- Helius Medical Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received formal notification from The Nasdaq Stock Market LLC that the Company has regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires Companys listed on The Nasdaq Capital Market to maintain stockholders' equity of at least $2.5 million. As previously disclosed, following a hearing with the Nasdaq Hearing Panel on March 18, 2025, on April 1, 2025, the Company received a decision letter from the Panel, granting the Company's request to continue its listing on Nasdaq, subject demonstrating compliance with both the minimum bid price requirement, as set forth in Nasdaq Marketplace Rule 5550(a)(2) and the Equity Requirement prior to June 30, 2025. On June 3, 2025, the Company received formal notification from Nasdaq confirming that the Company had regained compliance with the Minimum Bid Price Requirement. Consequently, following receipt of the Notification, the Company is now in compliance with all applicable criteria for continued listing on The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor until July 7, 2026. If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff finds the Company again out of compliance with the Equity Requirement, notwithstanding Nasdaq Listing Rule 5810(c)(2), the Company would not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff would not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor would the Company be afforded an applicable cure or compliance period pursuant to Nasdaq Listing Rule 5810(c)(3). Instead, the Staff would issue a "Delist Determination Letter" and the Company would have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. About Helius Medical Headquartered in Newtown, Pennsylvania, Helius Medical Technologies, Inc. (www.heliusmedical.com) is a neurotechnology company dedicated to neurological wellness. The Company's mission is to develop, license, or acquire non-implantable technologies aimed at reducing the symptoms of neurological disease or trauma. Its flagship product, the Portable Neuromodulation Stimulator (PoNS), is an innovative, non-implantable medical device consisting of a controller and a mouthpiece that delivers mild electrical stimulation to the surface of the tongue, offering treatment for gait deficits and chronic balance deficits. In its report dated March 25, 2025, the Company's auditor since 2022, Baker Tilly US, 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 recurring losses from operations and an accumulated deficit, expects to incur losses for the foreseeable future, and requires additional working capital. These factors raise substantial doubt about their ability to continue as a going concern. As of March 31, 2025, Helius Medical Technologies had $3.5 million in total assets, $2.2 million in total liabilities, and total stockholders' equity of $1.3 million. HMONG EDUCATION: S&P Affirms 'BB+' Rating on Lease Revenue Bonds ---------------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'BB+' long-term rating on the St. Paul Housing and Redevelopment Authority, Minn.'s series 2020A and 2016A lease revenue bonds, issued for the Hmong Education Reform Co. (HERC), on behalf of Hmong College Prep Academy (HCPA, or the academy). S&P said, "The outlook revision reflects our opinion of HCPA's successful management transition in recent years supported by a five-year maximum charter renewal through 2030 and resolution of prior investigations surrounding an impermissible investment made in 2019, coupled with improved financial performance metrics, which, if sustained, could lead to a higher rating. "We analyzed HCPA's environmental, social, and governance factors and consider them neutral in our credit rating analysis. In our view, the school has successfully addressed prior elevated risk management, culture, and oversight risk associated with prior internal controls violations of state statute by the school regarding improper investment of public funds. "The positive outlook reflects our view that there is at least a one-in-three chance that we could raise the rating within the one-year outlook time frame if cash levels and scale of operations remain steady or grow and if HCPA's operating performance and demand metrics remain consistent. "We could revise the outlook to stable if the school's demand profile weakens materially, or if operations, lease-adjusted MADS coverage, or unrestricted reserves fall to levels no longer commensurate with the higher rating. Although not expected during the outlook time frame, we could also take a negative rating action if the school issues additional debt without the growth to support a financial profile in line with the rating. "We could raise the rating if the school sustains a financial profile commensurate with those of higher-rated peers, including maintaining or growing its liquidity; continues to moderate its debt metrics; and maintains its current demand." IRWIN NATURALS: Court OKs Bid to Use Cash Collateral Until Sept. 3 ------------------------------------------------------------------ The U.S. Bankruptcy Court approved a stipulation allowing Irwin Naturals and its affiliated debtors to continue using cash collateral through the earlier of September 3 or the sale closing, under the same terms as a prior order. The Debtors may use cash collateral based on a newly submitted August operating budget, including payment of expenses that accrue during the budget period but come due after the sale. Any payment of professional fees or pre-bankruptcy claims still requires court approval and the lender, East West Bank, retains the right to object. About Irwin Naturals Irwin Naturals is a provider of business support services. Irwin Naturals and affiliates, 5310 Holdings, LLC, DAI US HoldCo, Inc. and Irwin Naturals, Inc., filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 24-11323) on August 9, 2024. At the time of the filing, Irwin Naturals reported $10 million to $50 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. The Debtors tapped BG Law, LLP as bankruptcy counsel; Beach, Freeman, Lim & Clelland, LLP as accountant; Province, LLC as financial advisor; and Marula Capital Group, LLC as valuation consultant. Omni Agent Solutions, Inc. is the Debtors' administrative agent. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Golden Goodrich, LLP. J&J VENTURES: S&P Assigns 'B' Rating on New $150MM Term Loan ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue rating and '3' recovery rating to J&J Ventures Gaming LLC's proposed $150 million term loan due in April 2030. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. J&J plans to use the proceeds along with $50 million in revolver borrowings, $25 million in common equity, and balance sheet cash to fund its $225 million acquisition of Curo Group LLC and pay fees and expenses. S&P said, "The proposed acquisition increases our forecast of S&P Global Ratings-adjusted leverage to the mid-6x area in 2025, near our 6.5x downgrade threshold, from our prior expectation of about 6x. However, our 'B' issuer credit rating and stable outlook on J&J are unchanged because we expect leverage will improve to the mid- to high-5x area in 2026 from EBITDA growth; free operating cash flow (FOCF) to debt will remain above 5%; and EBITDA interest coverage will be about 2x. We believe J&J has sufficient liquidity (including sizable excess cash balances that we do not net against debt) that it could allocate for additional debt repayment. It had $244 million on the balance sheet as of March 31, 2025. "The proposed acquisition will improve J&J's margin profile in Illinois. We believe integration risk is limited for Curo because following the acquisition J&J will retain revenue generated from its video gaming terminal footprint that it currently shares with Curo." Curo is a third-party revenue sharing partner with J&J in Illinois that does not operate its own terminal route. Instead, Curo serves as a sales team that helps J&J procure and maintain additional contracts in high-performing locations. In exchange, these partners receive a negotiated percentage of revenue generated at these locations. Curo's relationships with several national, multi-establishment groups have established gaming operations in Nebraska, South Dakota, Georgia, and Pennsylvania that could present a pipeline of new locations for J&J where distributed gaming could soon be introduced. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B' issue-level and '3' recovery ratings to J&J's new $150 million senior secured term loan due in 2030. The '3' recovery rating reflects its expectation of meaningful (50%-70%; rounded estimate: 50%) recovery for lenders. -- S&P's issue-level on J&J's revolver and existing term loan remains 'B' and the recovery rating remains '3'. The '3' recovery rating reflects its expectation of meaningful (50%-70%; rounded estimate: 50%) recovery. -- J&J is the borrower of the senior secured credit facility. The company and each of its existing and subsequently acquired subsidiaries guarantee the debt and the debt is secured by a security interest in substantially all their tangible and intangible assets. Simulated default assumptions -- S&P's simulated default considers a loss of cash flow from an unfavorable change in regulation, increase in competition from other terminal operators and casino operators that lowers contract renewals, and loss of market share or the closure of terminal locations. This leads to a default in 2028. -- S&P applies a 5.5x multiple to value the company post-emergence, at the low end of the range it uses for leisure companies because of J&J's concentration in a single state and our assumption that an unfavorable regulatory change could contribute to a default. -- S&P assumes the $148 million revolver is 85% drawn at the time of default. Simplified waterfall -- Emergence EBITDA: $149 million -- EBITDA multiple: 5.5x -- Gross enterprise value: $824 million -- Net enterprise value (after 5% administrative expenses): $783 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated senior secured claims: $1.5 billion -- Value available for secured claims: $783 million --Recovery expectations: 50%-70% (rounded estimate: 50%) All debt amounts include six months of prepetition interest. JOHN R. KEARNEY: Unsecureds Will Get 100% via Quarterly Payments ---------------------------------------------------------------- John R. Kearney M.D. Eye Physician and Surgeon P.C., d/b/a Cataract Care Center filed with the U.S. Bankruptcy Court for the Northern District of New York a First Amended Plan of Reorganization for Small Business under Subchapter V dated June 27, 2025. The Debtor's primary business is the operation of an ophthalmology practice located in Gloversville, New York, providing a range of ophthalmology and optometry services including general and diabetic eye exams, contact lens fitting, glaucoma care, and historically, laser and other surgeries. The Debtor is a Professional Corporation organized within the laws of the State of New York. The Debtor currently employs eleven full-time employees, two of which are salaried, and nine of which are hourly employees. John R. Kearney ("Dr. Kearney") is the President and sole shareholder of the Debtor. The Chapter 11 Case was filed primarily to resolve disputes with North Mill and Amur, two secured equipment lenders arising out of the Debtor's prepetition purchase of an "Emface Workstation" (the "Amur Collateral") and "Exion Workstation" (the "North Mill Collateral", along with the Amur Collateral, the "Equipment"), pursuant to equipment finance agreements dated April 19, 2023 (each, an "Equipment Finance Agreement” and collectively, the “Equipment Finance Agreements"). In light of its ongoing financial distress and the collection efforts in the North Mill Action, the Debtor determined that its best course of action was to commence the captioned chapter 11, subchapter V case in order to restructure its financial affairs, preserve the going concern value of its assets, preserve the jobs of eleven employees, maintain its patient relationships, and provide for payments to benefit its creditors. Class 6 consists of all Allowed Unsecured Claims totaling approximately $8,674.47. Unless otherwise agreed by the applicable holder of an Allowed Claim to accept different and less favorable treatment, each holder of an Allowed Unsecured Claim shall be entitled to receive such holder's Pro Rata share of the Plan Distribution Fund, after payment in full of all Unclassified Claims, and the Allowed Class 1, Class 2, and Class 4 Claims, in twelve consecutive quarterly installments. The Class 6 Unsecured Claims shall be paid a distribution of up to 100% of their Allowed Claims, without interest. The actual total distribution to holders of Class 6 Claims is dependent on a variety of risks and factors, including, without limitation, the success of the Debtor's post-confirmation business operations. Holders of Class 6 Claims are Impaired pursuant to section 1124 of the Bankruptcy Code and shall be entitled to vote to accept or reject the Plan. Class 7 consists of the Equity Interest Holder. The Equity Interest Holder shall not receive a Distribution, but will retain his Interest in the Debtor. The Class 7 Interest Holder is impaired pursuant to Section 1124 of the Bankruptcy Code and is entitled to vote to accept or reject the Plan. The Plan shall be funded by and through the Plan Distribution Fund with payments made on the Effective Date, and subsequent payments made quarterly over the three-year period following the Effective Date. This Plan will be implemented by the Debtor in a manner consistent with the terms and conditions set forth in this Plan and the Confirmation Order. A full-text copy of the First Amended Plan dated June 27, 2025 is available at https://urlcurt.com/u?l=FJBWf0 from PacerMonitor.com at no charge. About John R. Kearney M.D. Eye Physician and Surgeon P.C. John R. Kearney M.D. Eye Physician and Surgeon P.C. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-61035) on December 26, 2024. In its petition, the Debtor reports estimated assets between $50,000 and $100,000 and estimated liabilities between $500,000 and $1 million. Bankruptcy Judge Patrick G. Radel handles the case. The Debtor is represented by: Maxsen D. Champion, Esq. 8578 East Genesee Street Fayetteville, NY 13066 Phone: 315-664-2550 Email: max2040@live.com JOSHUA MANAGEMENT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Joshua Management LLC 270 W. 153rd Street New York, NY 10039 Business Description: Joshua Management LLC is a real estate company that manages or holds a single real property asset. Chapter 11 Petition Date: July 16, 2025 Court: United States Bankruptcy Court Southern District of New York Case No.: 25-11568 Judge: Hon. Philip Bentley Debtor's Counsel: Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 E-mail: rlr@dhclegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Emmanuel Ku as managing member. The petition was filed without the Debtor's list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/34Q6FNY/Joshua_Management_LLC__nysbke-25-11568__0001.0.pdf?mcid=tGE4TAMA KRAKEN OIL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Kraken Oil & Gas Partners LLC's (Kraken) Long-Term Issuer Default Rating at 'BB-'. Fitch has also affirmed the rating for Kraken's senior secured reserve-based lending credit facility (RBL) at 'BB+' with a Recovery Rating of 'RR1'. Fitch has additionally affirmed the company's senior unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Stable. Kraken's ratings reflect its high-quality, high oil mix Williston basin assets, which drive peer-leading margins, the credit-friendly financing of its historical acquisitions, which have enhanced size and scale, strong forecast pre-distribution FCF, management's rolling three-year hedging program, which meaningfully reduces cash flow risks, and adequate liquidity profile. These factors are partially offset by the company's smaller production size versus 'BB' category peers and Fitch's expectation that the company will have to engage in future M&A activity to maintain adequate long-term inventory and reserve life. Key Rating Drivers 1.5 Rig Drilling Program: Fitch views the company's decision to release its second rig for 2H25 as neutral to the credit profile as it preserves liquidity and enhances FCF for debt reduction albeit modestly lowers production. Fitch believes Kraken's 1.5 rig drilling program for 2H25, along with its sub-30% decline rate, will allow the company to maintain production at around 78-81 barrels of oil equivalent per day (Mboed) in 2025 with potential declines in 2026 toward 70 Mboepd if the 1.5 rig program persists. Management retains the optionality to bring back the second rig near YE 2025 if commodity prices and service costs are supportive. High-Quality Williston Basin Assets: Kraken's assets consist of over 351,000 net acres in the Williston Basin in both Montana and North Dakota. The asset base has high liquids and oil exposure (86% liquids, 71% oil), is over 90% operated and produced 86 Mboed in 1Q25. Management has a proven record of large-scale pad development with over 400 wells drilled since inception and has identified nearly 450 undeveloped locations, of which about 239 have breakevens of $50 WTI or less. This translates to approximately eight to ten years of drilling inventory at the current 1.5 rig pace, which the company will likely have to engage in M&A activity to maintain. Strong FCF, Peer-Leading Margins: Fitch forecasts pre-distribution FCF generation of about $500 million in 2025 at the agency's $65/bbl WTI price assumption. The company has also generated positive pre-distribution FCF in each of the last four years. Kraken's high oil mix, low-cost profile and sub-50% reinvestment rate result in peer-leading EBITDA margins, FCF margins and per-barrel profitability, which Fitch expects will continue. The company's FCF profile is further supported by management's multi-year hedging program covering a substantial amount of PDP, ensuring cash flow and returns. Three-Year Rolling Hedging Program: Fitch views Kraken's three-year hedging program positively as it helps lock in future returns and meaningfully reduces cash flow volatility and downside pricing risks. The company is hedging approximately 70% of its of total volumes in 2H25, over 50% in 2026 and around 30% in 2027 which Fitch views favorably and is notably higher than similarly rated peers. Fitch believes management's consistent, long-dated hedging strategy and willingness to hedge beyond the 50% of PDP requirement within the company's RBL agreement is positive for the credit profile and through-the-cycle leverage metrics. Low Leverage, Balanced Distribution Policy: Fitch-calculated EBITDA leverage is forecast at 0.9x in 2025 and is forecast to remain at or below 1.0x at Fitch's $57/bbl WTI mid-cycle price assumption. This is consistent with management's target leverage of less than 0.75x at mid-cycle commodity prices. Management has made and expects to continue to make equity distributions to its sponsor with FCF following debt paydown. The company's distribution policy is not fixed and will be reduced in the near-term to enhance FCF for further debt reduction. Peer Analysis Kraken is a medium-sized, high-quality Williston basin operator with production of 86 Mboed (71% oil) in 1Q25. On a production basis, the company is larger than Wildfire Energy I LLC (B+/Stable; 49 Mboepd pro forma the APA acquisition) but smaller than diversified peer Vermilion Energy Inc. (BB-/Negative; 103 Mboed; 31% oil), and Crescent Energy Company (BB-/Stable; 258 Mboed; 39% oil). The company benefits from a high oil mix of about 70%, which is similar to Wildfire and materially higher than Vermilion and Crescent. This, combined with the company's lean cost structure, results in one of the strongest unhedged cash netbacks within Fitch's aggregate E&P peer group and supports FCF generation. Fitch projects pro forma leverage of 0.9x in 2025 which is modestly better than the peer group. Key Assumptions - WTI oil prices of $65/bbl in 2025, $60/bbl in 2026 and 2027 and $57/bbl thereafter; - Henry Hub prices of $3.60/mcf in 2025, $3.50/mcf in 2026, $3.00/mcf in 2027 and $2.75/mcf thereafter; - 1.5 rig drilling program starting in 2H25; - Capex of about $450 million in 2025 with growth-linked spending thereafter; - Measured distributions to sponsor throughout the forecast; - Post-distribution FCF used to repay RBL borrowings; - No material M&A activity. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deviation from stated financial policies including overly debt-funded M&A activity or shareholder distributions; - Material reduction in liquidity including sustained high revolver utilization; - Mid-cycle EBITDA leverage sustained above 2.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Average daily production sustained above 125 Mboed and/or mid-cycle EBITDA above $1.25 billion while maintaining similar oil mix; - Maintenance of economic drilling inventory and reserve life; - Mid-cycle EBITDA leverage sustained below 2.0x. Liquidity and Debt Structure At 1Q25, Kraken had $122 million cash on its balance sheet and $515 million outstanding under its $1.4 billion RBL ($1.5 billion borrowing base). Fitch forecasts post-distribution FCF will be allocated toward reducing RBL borrowings in the near and medium term to enhance liquidity and financial flexibility. The liquidity profile is further supported by the company's strong three-year hedge program and flexible distribution policy, which Fitch expects will continue. Issuer Profile Kraken Oil & Gas Partners LLC is a private equity owned, oil-focused E&P company within the Williston Basin in North Dakota and Montana. 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 Kraken Oil & Gas Partners LLC has an ESG Relevance Score of '4' for Energy Management that reflects the company's cost competitiveness and financial and operational flexibility due to scale, business mix, and diversification. These factors have a negative impact on the credit profile and are relevant to the rating 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 ----------- ------ -------- ----- Kraken Oil & Gas Partners LLC LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- senior secured LT BB+ Affirmed RR1 BB+ KRBJ INVESTMENTS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: KRBJ Investments LLC d/b/a Ken's Equipment 1109 380 Bypass Graham, TX 76450-7687 Business Description: KRBJ Investments LLC, doing business as Ken's Equipment, provides equipment rentals and custom hose services in Texas. Chapter 11 Petition Date: July 18, 2025 Court: United States Bankruptcy Court Northern District of Texas Case No.: 25-70193 Debtor's Counsel: Travis Yandell, Esq. YANDELLFIRM INC 807 8th St Suite 812 Wichita Falls TX 76301 Tel: 940-244-3131 Email: travis@mylawoffice.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Ken Boucher as managing member. The Debtor indicated in the petition that no creditors hold unsecured claims. https://www.pacermonitor.com/view/HMO3ZYA/KRBJ_Investments_LLC_dba_Kens__txnbke-25-70193__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/PPZSPXQ/KRBJ_Investments_LLC_dba_Kens__txnbke-25-70193__0001.0.pdf?mcid=tGE4TAMA LMD HOLDINGS: Seeks Chapter 11 Bankruptcy in Michigan ----------------------------------------------------- On July 17, 2025, LMD Holdings LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Eastern District of Michigan. According to court filing, the Debtor reports between $1 million to $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About LMD Holdings LLC LMD Holdings LLC operates Luca Mariano Distillery, a beverage manufacturer located at 128 Letton Drive in Danville, Kentucky. LMD Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-47214) on July 17, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million to $10 million each. Honorable Bankruptcy Judge Paul R. Hage handles the case. The Debtor is represented by Robert Bassel, Esq. at ROBERT N. BASSEL. MARINER WEALTH: S&P Alters Outlook to Positive, Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'B-' long-term issuer credit and issue ratings on Mariner Wealth Advisors LLC (Mariner) and its debt. The positive outlook reflects our expectation that leverage will remain below 6.0x and EBITDA interest coverage above 2.0x in the next 12 months, as Mariner continues to grow modestly while maintaining adequate liquidity. S&P expects Mariner's leverage, as measured by debt to adjusted EBITDA, to be below 6.0x over the next 12 months. Mariner's leverage declined to 5.4x pro forma for acquisitions at the end of 2024, down from 8.4x at the end of 2023. The deleveraging was driven by revenue growth of 38%, and improved margins of 27% (pro forma for acquisitions), offset partially by $100 million of additional debt to fund acquisitions. S&P expects organic growth and acquisitions will continue to increase revenue, while margins improve slightly as Mariner scales. S&P, therefore, expects leverage to be below 6.0x at the end of 2025. S&P's base-case forecast assumes: -- 20%-30% revenue growth in 2025 and 2026, due to organic growth and acquisitions -- Adjusted EBITDA margin of 28%-32% -- No payments on the term loan beyond the mandatory amortization payments -- No cash netting against debt -- Mariner's acquisitive strategy could lead to credit metric volatility. Mariner grew its debt balance in 2024 and year-to-date 2025, with a $100 million and $225 million first-lien term loan add-on, respectively. Our base case assumes that Mariner will continue to modestly issue debt to fund acquisitions, while maintaining leverage below 6.0x. However, meaningful debt additions and aggressive acquisitions above our base case could derail favorable leverage trends. The positive outlook reflects S&P Global Ratings' expectation that leverage, pro forma for acquisitions, will be below 6.0x and EBITDA interest coverage above 2.0x in the next 12 months, as Mariner continues to grow modestly while maintaining adequate liquidity. S&P said, "We could revise the outlook to stable if we expect leverage to be above 6.0x, interest coverage to decline below 2.0x, or if liquidity becomes less than adequate. "We could raise the ratings in the next 12 months if, pro forma for acquisitions, leverage is sustained below 6.0x, while interest coverage remains above 2.0x. We also expect Mariner continues to grow modestly while maintaining adequate liquidity." MCGRAW HILL: S&P Places 'B' ICR on Watch Pos. on Debt Repayment --------------------------------------------------------------- S&P Global Ratings placed its ratings on McGraw-Hill Education Inc. (MHE), including its 'B' issuer credit rating, on CreditWatch with positive implications. S&P expects to resolve the CreditWatch placement after the company reduces its debt balance. S&P will also review its expectations for the company's business performance and assess its financial policy as a public company. MHE launched its IPO of 24.4 million shares on July 14, 2025. The company intends to use expected net proceeds of $400 million to $500 million (depending on pricing) to repay a portion of the outstanding borrowings under its $1.16 billion term loan due 2031. Pro forma for the IPO and debt repayment, S&P forecasts its S&P Global Ratings-adjusted leverage will decline to the 4.5x to 5x range in fiscal 2026. S&P said, "The CreditWatch placement reflects our expectation that the IPO and subsequent debt repayment could result in MHE sustaining its S&P Global Ratings-adjusted leverage well below our upgrade trigger of 6x. Pro forma for the IPO and debt paydown, we forecast leverage to decline to the 4.5 to 5x range for fiscal 2026, despite our expectation that a smaller market opportunity overall for K-12 educational materials will pressure EBITDA. "We also anticipate the company will adopt a more conservative financial policy following the IPO and continue its focus on deleveraging. Nevertheless, we expect private equity sponsor Platinum will remain MHE's controlling shareholder in the near to medium term, which will continue to constrain our view of the company's financial policy and overall ratings. "We will seek to resolve the CreditWatch placement after the equity offering is complete and the company repays a portion of its debt, at which time we will assess the company's long term financial policy. We will also reassess our recovery ratings on the company's debt once the debt reduction is confirmed." MERIT STREET: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Merit Street Media, Inc. The committee members are: 1. Sean Gleason Chief Executive Officer Professional Bull Riders, LLC 200 5th Avenue New York, NY 100010 (719) 242-2741 sean@pbr.com 2. Darcy Lynn Ribman Trustee Darcy Lynn Ribman 1997 Trust Dallas, TX 75201 (214) 356-2270 dribman@gmail.com 3. Steven Borden President Borden Media Consulting, LLC P.O. Box 492165 Los Angeles, CA 90049 (310) 268-1100 Steven.borden@bordenmedia.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Merit Street Media erit Street Media is a television and media content production and distribution company based in Fort Worth, Texas. It appears to focus on creating, producing, and distributing television content, maintaining business relationships with major cable providers including DIRECTV and DISH Network, as well as numerous television stations and production companies. Merit Street Media sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 25-80156) on July 2, 2025. In its petition, the Debtor reports estimated assets and liabilities between $100 million and $500 million. The Debtor is represented by Sidley Austin LLP. Peteski Productions, Inc., as DIP lender, is represented by: Carl C. Butzer, Esq. Vienna F. Anaya, Esq. William T. Farmer, Esq. Jackson Walker L.L.P. 2323 Ross Avenue, Suite 600 Dallas, TX 75201 Telephone: (214) 953-6000 cbutzer@jw.com vanaya@jw.com wfarmer@jw.com -- and -- Charles L. Babcock, Esq. Bruce Ruzinsky, Esq. Matthew D. Cavenaugh, Esq. Emily Meraia, Esq. Jackson Walker L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 cbabcock@jw.com bruzinsky@jw.com mcavenaugh@jw.com emeraia@jw.com MIDTOWN VENTURE: Gets Extension to Access Cash Collateral --------------------------------------------------------- Midtown Venture Group, LLC received another extension from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to use cash collateral. At the recent hearing, the court extended the Debtor's authority to use cash collateral on an interim basis to August 7. The court initially approved the Debtor's interim use of cash collateral on July 10 to pay the expenses set forth in its budget, plus an amount not to exceed 10% for each line item; and additional amounts subject to approval by lenders. The July 10 order granted each creditor with a security interest in cash collateral a perfected post-petition lien on the cash collateral to the same extent and with the same validity and priority as its pre-bankruptcy lien. In addition, the July 10 order required the Debtor to maintain insurance coverage for its property in accordance with its obligations under its loan and security agreements with lenders. The lenders include Wilmington Savings Fund Society FSB, UMB Bank National Association, APC CS Trust, and Community Loan Servicing, LLC. The Debtor believes these lenders assert first priority liens on its real property and rental income, which may constitute cash collateral. The Debtor's primary secured obligations consist of mortgages in favor of the lenders on 17 real estate properties, all of which are located in Tampa, Florida. Wilmington is represented by: Dana L. Robbins-Boehner, Esq. Burr & Forman LLP 201 North Franklin Street, Suite 3200 Tampa, FL 33602 drobbins-boehner@burr.com mguerra@burr.com UMB Bank is represented by: Jennifer Laufgas, Esq. Aldridge Pite, LLP Six Piedmont Center 3525 Piedmont Road, N.E., Suite 700 Atlanta, GA 30305 Phone: (404) 994-7400 Fax: (619) 590-1385 jlaufgas@aldridgepite.com Community Loan Servicing is represented by: Jason Todd Corsover, Esq. Kopelowitz Ostrow Ferguson Weiselberg Gilbert One West Las Olas Boulevard, Suite 500 Fort Lauderdale, FL 33301 Telephone: (954) 525-4100 Facsimile: (954) 525-4300 corsover@kolawyers.com About Midtown Venture Group LLC Midtown Venture Group, LLC, a company in Tampa, Fla., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-04163) on June 20, 2025. In its petition, the Debtor reported between $1 million and $10 million in assets and liabilities. Judge Roberta A. Colton handles the case. Daniel R. Fogarty, Esq., at Stichter, Riedel, Blain & Postler, P.A., is the Debtor's legal counsel. MOBIQUITY TECHNOLOGIES: Inks $4M ELOC Purchase Deal With ClearThink ------------------------------------------------------------------- Mobiquity Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a Purchase Agreement (the "ELOC Purchase Agreement") with ClearThink Capital Partners, LLC. Pursuant to the STRATA Purchase Agreement, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices, and subject to the other terms and conditions set forth in the ELOC Purchase Agreement, up to an aggregate of $4,000,000 of the Company's Common Stock. The purchase price of the shares of Common Stock to be purchased under the STRATA will be equal to 91% of the three lowest daily VWAPs during a valuation period of eight trading days, beginning seven trading days preceding the draw-down or put notice to one trading day commencing on the first trading day following delivery and clearing of the delivered shares. Each purchase under the STRATA will be in a minimum amount of $25,000 and a maximum amount equal to the lesser of: (i) $1,000,000 and (ii) 400% of the average daily trading value of the Common Stock over the ten days preceding the Request Notice date. In addition, pursuant to the STRATA, the Company agreed to issue to ClearThink 100,000 restricted shares of the Company's Common Stock as a "Commitment Fee". The STRATA has a maturity date of 24 months from Commencement Date as defined in the STRATA. The issuance of shares to ClearThink are subject to a beneficial ownership limitation so that in no event will shares be issued, which would result in ClearThink beneficially owning, together with its affiliates, more than 9.99% of the Company's outstanding shares of Common Stock. The Company may not deliver to ClearThink a Request Notice if it is in default. Events of default include: (a) the effectiveness of a registration statement registering the resale of the Securities lapses for any reason for a period of ten (10) consecutive business days or for more than an aggregate of thirty (30) business days in any 365-day period, with certain exceptions; (b) the suspension of the Common Stock from trading on the principal market for a period of one (1) business day, provided that the Company may not direct ClearThink to purchase any shares of Common Stock during any such suspension; (c) the delisting of the Common Stock from the OTCQB, provided, however, that the Common Stock is not immediately thereafter trading on the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American (or nationally recognized successor to any of the foregoing); (d) if the exchange cap is reached unless and until stockholder approval is obtained, in connection with trading on an Exchange; (e) the failure for any reason by the transfer agent to issue shares to ClearThink within three (3) business days after the applicable purchase date on which ClearThink is entitled to receive such shares; (f) the Company breaches any representation, warranty, covenant or other term or condition under any of their transaction documents with ClearThink; (g) if any person commences a proceeding against the Company pursuant to or within the meaning of any bankruptcy law or if the Company commences a proceeding within the meaning of any bankruptcy law; (h) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC shares. The STRATA terminates as follows: (a) If pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors, any of which would be an event of default, and shall automatically terminate without any liability or payment to the Company without further action or notice by any person; (b) In the event that the commencement of the STRATA shall not have occurred on or before December 31, 2025; (c) for any reason or for no reason by delivering notice to ClearThink electing to terminate or on the Maturity Date; or (d) automatically on the date that the Company sells and ClearThink purchases the full available amount under the STRATA. ClearThink, its agents, representatives or affiliates, will not in any manner whatsoever, enter into or effect directly or indirectly, any; (i) "short sale" of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock. It is possible that the Company may not have access to the full amount available to us under the STRATA. The Company have also indemnified ClearThink pursuant to the STRATA. In connection with the STRATA, the Company entered into a Registration Rights Agreement with ClearThink under which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the shares of Common Stock issuable under the STRATA. On June 30, 2025, the Company and ClearThink also entered into a Securities Purchase Agreement under which ClearThink has agreed to purchase from the Company an aggregate of 250,000 shares of the Company's restricted Common Stock for a total purchase price of $250,000 in two closings. The first closing occurred on the execution date of the SPA with funding which occurred on July 1, 2025, and the second closing shall be within five days of the filing of the initial registration statement. About Mobiquity Technologies Mobiquity Technologies, Inc., headquartered in Shoreham, NY, is an advertising technology, data compliance, and intelligence company that operates through several proprietary software platforms. Its product solutions include the Advertising Technology Operating System (ATOS Platform), Data Intelligence Platform, and Publisher Platform for Monetization and Compliance. In an audit report dated April 7, 2025, the Company's auditor, Assurance Dimensions, issued a "going concern" qualification citing that the Company had a working capital deficit of $1,257,393, an accumulated deficit of $225,633,521 and a net loss of $8,593,182 for the year then ended. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. MODERN BUILDERS: Hires Anthony & Partners LLC as Legal Counsel -------------------------------------------------------------- Modern Builders, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Anthony & Partners, LLC as counsel to handle its Chapter 11 case. The firm will be paid at these rates: Stephenie Biernacki Anthony $480 per hour Catherine Gay $100 per hour Lori Wright $100 per hour The firm paid the firm a retainer of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ms. Anthony 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: Stephenie Biernacki Anthony, Esq. Anthony & Partners, LLC 100 S. Ashley Drive, Suite 1600 Tampa, FL 33602 Tel: (813) 273-5616 Fax: (813) 221-4113 Email: santhony@anthonyandpartners.com About Modern Builders, Inc. Modern Builders Inc. is a Florida-based company likely involved in construction and building services. Modern Builders Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-04339) on June 26, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Catherine Peek Mcewen handles the case. The Debtors are represented by Stephenie Biernacki Anthony, Esq. at Anthony & Partners LLC. MONTEREY CAPITOLA: Amends Unsecureds & Secured Claims Pay --------------------------------------------------------- Monterey Capitola, LLC, submitted an Amended Plan of Reorganization for Small Business under Subchapter V. The Debtor's financial projections show that the Debtor will have projected disposable income of $23,700 per year. The final Plan payment is expected to be paid in February, 2030, which is anticipated to be four and one-half years after the Effective Date. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations and infusion of capital from member as needed. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar, consistent with the liquidation analysis and projected disposable income. This Plan also provides for the payment of administrative and priority claims. Class 2A consists of the Secured claim of Santa Cruz County Tax Collector for Central. Class 2A is impaired. Debtor will pay this claim in 54 equal monthly installments of $264 starting with the Effective Date. Class 2B consists of the Secured claim of First Lenders for Escalona. Class 2B is impaired. The term of this claim shall be extended to one year from the Effective Date and shall be paid in full on or before such date. During that time Debtor shall continue to make the regular monthly payment on this claim in the amount of $3,575. Any prepetition arrearage on this claim shall be paid in 12 equal monthly payments of $688 starting on the Effective Date. Class 2C consists of the Secured claim of Robert Schonefeld, et al for Escalona. Class 2C is impaired. The treatment of Class 2C shall be in accordance with the Proposed Stipulation re Class 2C Treatment Under Plan. Class 3 consists of Non-priority unsecured creditors. Class 3 is impaired. The Debtor will pay this class of claims in 54 equal installments of $603 starting with the Effective Date. The Debtor will make the payments required under the Plan from the net rents and any needed contributions from the sole member, Steven M. Davis. A full-text copy of the Amended Plan dated June 26, 2025 is available at https://urlcurt.com/u?l=olQfmb from PacerMonitor.com at no charge. Counsel to the Debtor: Joan Marie Chipser, Esq. 1 Green Hills Ct. Millbrae, CA 94030 Telephone: (650) 697-1564 Facsimile: (650) 873-2858 Email: joanchipser@sbcglobal.net About Monterey Capitola LLC Monterey Capitola, LLC, is a California-based company primarily engaged in renting and leasing real estate properties. Monterey Capitola sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-51916) on Dec. 17, 2024, with $1 million to $10 million in both assets and liabilities. Gina Klump, Esq., at the Law Office of Gina R. Klump, serves as Subchapter V trustee. Judge M. Elaine Hammond handles the case. The Debtor is represented by Joan M. Chipser, Esq., at the Law Offices of Joan M. Chipser. NANOVIBRONIX INC: Corrects Floor Price of Series G Preferred Shares ------------------------------------------------------------------- NanoVibronix, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it filed with the Secretary of State of the State of Delaware, a certificate of correction to the Company's Certificate of Designation of the Preferences, Rights and Limitations of Series G Preferred Stock. The Certificate of Correction corrects an inadvertent typographical error in the definition of "Floor Price" in Section 1 of the Certificate of Designation, which should have been stated to be "$1.91" and was instead stated as "$1.02." All other provisions of the Certificate of Designations remains unchanged. The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which available at https://tinyurl.com/5n92sn2s About NanoVibronix Elmsford, N.Y.-based NanoVibronix, Inc., a Delaware corporation, commenced operations on October 20, 2003, and is a medical device company focusing on noninvasive biological response-activating devices that target wound healing and pain therapy and can be administered at home without the assistance of medical professionals. Southfield, Mich.-based Zwick CPA, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about its ability to continue as a going concern. As of September 30, 2024, NanoVibronix had $4.7 million in total assets, $2.8 million in total liabilities, and $1.9 million in total stockholders' equity. NETCAPITAL INC: 3i Entities Report 9.9% Equity Stake ---------------------------------------------------- 3i, LP; 3i Management LLC; and Maier Joshua Tarlow, disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of July 7, 2025, they beneficially own 385,010 shares of common stock of Netcapital Inc., par value $0.001 per share, representing 9.9% of the class. This ownership consists of 285,715 shares held directly by 3i, LP and 99,295 shares deemed beneficially owned pursuant to certain warrants, the exercise of which is limited by a 9.99% beneficial ownership cap ("Blocker"). The percentage is based on 3,754,666 shares of common stock outstanding, as reported in the Company's prospectus supplement dated July 2, 2025. The Reporting Persons may be reached through: Maier Joshua Tarlow, Manager of 3i Management LLC 2 Wooster Street 2nd Floor New York, NY 10013 Tel: (646) 845-0040 A full-text copy of 3i, LP's SEC report is available at: https://tinyurl.com/5fz8s3e2 About Netcapital Inc. Headquartered in Boston, Mass., Netcapital Inc. -- www.netcapital.com -- is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company's funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated July 29, 2024, citing that the Company has negative working capital, net operating losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of January 31, 2025, the Company had $39,900,677 in total assets, $4,930,412 in total liabilities, and total stockholders' equity of $34,970,265. NETCAPITAL INC: Intracoastal Capital Holds 7.1% Equity Stake ------------------------------------------------------------ Intracoastal Capital LLC, Mitchell P. Kopin, and Daniel B. Asher, disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of July 2, 2025, they beneficially own 287,877 shares of Netcapital Inc.'s common stock, par value $0.001 per share, representing 7.1% of the class, based on the 3,040,380 shares outstanding as reported by the Company, plus 287,877 shares issued to Intracoastal Capital LLC upon the closing of the Securities Purchase Agreement (SPA) dated July 2, 2025, and 49,567 shares issuable upon the exercise of a warrant (Intracoastal Warrant 1), as disclosed in the Form 8-K filed by the Company on July 7, 2025. Intracoastal may be reached through: Mitchell P. Kopin, Manager 245 Palm Trail Delray Beach Florida 33483 Tel: 847-562-9030 Daniel B. Asher may be reachet at: 1011 Lake Street Suite 311 Oak Park, Illinois 60301 A full-text copy of Intracoastal Capital LLC's SEC report is available at: https://tinyurl.com/2dcx6w84 About Netcapital Inc. Headquartered in Boston, Mass., Netcapital Inc. -- www.netcapital.com -- is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company's funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated July 29, 2024, citing that the Company has negative working capital, net operating losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of January 31, 2025, the Company had $39,900,677 in total assets, $4,930,412 in total liabilities, and total stockholders' equity of $34,970,265. NEW FORTRESS: S&P Lowers ICR to 'CCC' on Mounting Refinancing Risk ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on New Fortress Energy Inc. (NFE) to 'CCC' from 'B-'. S&P said, "We lowered our issue-level rating on NFE's senior secured term loan B to 'CCC' from 'B' and revised our recovery rating to '3' from '2', indicating our expectation that lenders would receive meaningful (50%-70%; rounded estimate: 65%) recovery in the event of default. "We also lowered our issue-level rating on the company's senior secured notes due 2026 and 2029 (legacy notes) to 'CCC-' from 'CCC+'. The '5' recovery rating is unchanged and indicates our expectation for modest (10%-30%; rounded estimate: 25%) recovery in default. "In addition, we lowered our issue-level rating on NFE's senior secured notes due 2029 (exchanged notes) to 'CCC-' from 'B-' and revised our recovery rating to '5' from '4'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 25%) recovery in default." The negative outlook reflects heightened refinancing risk on the company's notes due September 2026 and an increased possibility that a payment default or distressed exchange may occur within the next 12 months. S&P believes NFE ability to achieve sufficient EBITDA to address upcoming debt maturities is more uncertain, which increases the possibility that the company restructures its debt, which is trading at distressed levels. S&P said, "NFE's underperformance and ability to address upcoming debt maturities drove our rating action. NFE's underperformance in the first quarter of 2025 led us to reassess our base-case estimates, as well as the company's ability to adequately address capital requirements, other obligations, and upcoming debt maturities. After reviewing the recently filed 10-Q for the period ended March 31, 2025, we estimate its EBITDA for the trailing 12 months ended March 31, 2025 is about $750 million. We await the final details regarding the natural gas supply contracts in Puerto Rico, which management expects to be resolved in the near term. We expect this contract will provide a stable base of cash flow and most of the EBITDA for 2025. "That said, we believe achieving $750 million of EBITDA will require excess cargo sales and other spot sales of liquefied natural gas (LNG), which could be more challenging. In addition, NFE's two main assets in Brazil, the CELBA and Portocem power plants, will not provide significant contracted cash flow until 2026. This updated EBITDA forecast is well below our previous estimate of $900-$945 million and will likely be insufficient to meet interest expense on the company's existing debt, further pressure its liquidity, and limit the company's ability to allocate capital for projects other than the plants in Brazil, which will be met with restricted cash." NFE currently has about $828 million of cash and equivalents as of March 31, 2025, of which about $380 million is restricted for the Brazil power projects. While the remaining cash of $448 million could provide NFE with the ability to fund working capital requirements and pay interest on its debt, it is likely unsustainable for more than a few quarters absent a significant improvement in revenue and EBITDA. S&P believes the company could consider a debt restructuring or debt exchange given that the debt is trading at distressed levels. The 6.5% senior secured note due Sept. 30, 2026, has about $510 million outstanding and includes a springing maturity on July 1, 2026, as follows: if any amount of the 2026 notes are outstanding as of this date, the outstanding balance under the revolver ($750 million as of March 31, 2025) and senior secured term loans (about $1.5 billion) come due; if more than $100 million of the 2026 notes remain outstanding as of the same date, the outstanding principal balance of $2.7 billion on the new 2029 notes comes due. S&P thinks this also incentivizes NFE to restructure its debt in the next few quarters. The negative outlook reflects heightened refinancing risk on the company's notes due September 2026 and an increased possibility that a payment default or distressed exchange may occur within the next 12 months. S&P said, "We could lower our rating on NFE if the company is unable to refinance the 2026 notes when they become current, or its liquidity deteriorates such that a debt restructuring or distressed exchange appears inevitable. "We could raise our rating if NFE is successful in refinancing its upcoming debt maturities and improves its liquidity position such that we believe the company's capital structure is sustainable." NO LIMITS AVIATION: Amends Unsecured Claims Pay Details ------------------------------------------------------- No Limits Aviation, Inc., submitted a Second Amended Plan of Reorganization dated June 27, 2025. The Debtor has successfully employed counsel in this case, and is otherwise actively seeking to get this Plan confirmed. Subsequent to the bankruptcy filing, the Debtor has continued to operate the various businesses, but has been unable to expand or otherwise pursue new opportunities due to an injunction entered in the pre petition state court litigation. The Debtor has investigated the secured nature of certain of the creditor claims. Through this investigation, it was discovered that the liens previously granted on two airplanes to Mtn West IRA FBO Robert McCarthy were not perfected with the Federal Aviation Administration. However, McCarthy's claim was partially perfected with a lien on the Debtor's lease interest in property located at the Coeur d'Alene airport. Although McCarthy's claim is partially perfected, for purposes of this plan, McCarthy's claim is paid together with the creditors in the unsecured creditor class. The Debtor has also pursued an adversary case against Brian Lysak. That adversary proceeding sought an injunction against Mr. Lysak's continued pursuit of the Debtor's owner, Shane Rogers, while the Debtor is seeking to confirm this Amended Plan. Further, the adversary proceeding objects to Mr. Lysak's claim and seeks affirmative damages against Lysak (as an offset to his allowed claim amount). A settlement conference was held with Judge Benjamin Hursh assisting the parties, which reached a resolution to the various claims. That resolution was later approved by the Bankruptcy Court, and portions of that agreement are incorporated into this Plan. Class 8 consists of all allowed unsecured claims against the Debtor, as scheduled and asserted in filed Proofs of Claim (and subject to any claim objection proceedings), and includes the non priority claims of the IRS and ISTC. This class, together with the Class 3 and 4 creditors, will split a monthly payment on a pro rata basis based on the allowed amount of the creditors’ claims. For months 1 to 12 of the plan, the aggregate monthly payment amount will be $1000.00. For months 13 to 24 of the plan, the aggregate monthly payment amount will be $20,000.00. For months 25 to 54 of the plan, the aggregate monthly payment amount will be $30,000.00. Depending on the outcome of any claim objection proceedings, the monthly payments to this Class may continue for a period longer than 54 months (but not to exceed 60 months from the Effective Date) until all allowed claims are paid in full. The Equity Security Holder(s) shall retain their ownership interest in the Reorganized Debtor in the same amounts as they held pre-petition ownership interests. The Debtor intends to fund its plan through monthly payments to creditors. These monthly payments will be made from the income the Debtor receives from the operation of its business. Additionally, the Debtor intends to sell three airplanes: N811DN (Beechcraft), N6989L (Cessna), and N2407T (Navion). These planes shall be marketed and sold during the first year of the Debtor's Plan. The net proceeds from the sale of these planes (i.e., proceeds after all costs of sale, including broker and closing fees) will first be paid on the outstanding amounts owed on the priority claims of the IRS and ISTC. If there are sufficient net proceeds after payment to the IRS and ISTC, the remaining net proceeds will be paid on a pro rata basis to the Class 8 creditors (including classes 3 and 4 if amounts are still owed to those parties). A full-text copy of the Second Amended Plan dated June 27, 2025 is available at https://urlcurt.com/u?l=VhZPus from PacerMonitor.com at no charge. About No Limits Aviation Inc. No Limits Aviation Inc. -- https://nolimitsaviation.com/ -- is a flight school in Idaho. No Limits Aviation Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Idaho Case No. 24-20183) on May 24, 2024. In the petition signed by Shane Rogers, as president, the Debtor reports estimated assets and liabilities between $500,000 and $1 million each. The Honorable Bankruptcy Judge Noah G. Hillen handles the case. The Debtor is represented by: Matthew T. Christensen, Esq. Johnson May, PLLC 10390 N. Sensor Ave Hayden, ID 83835 NOBLE LIFE: Wins OK to Use Cash Collateral Until Aug. 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland granted Noble Life Sciences, Inc.'s emergency motion for interim use of cash collateral. The interim order authorized the Debtor to use cash collateral through August 31 or until a final hearing, with a 10% variance allowed. Fulton Bank, a secured creditor, will be granted a security interest of the same priority and to the same extent of the Debtor's use of such cash collateral. The security interest is automatically perfected and survives conversion of the Debtor's Chapter 11 case to one under Chapter 7. As additional protection, Fulton Bank will receive payments of $15,000 following the interim approval and another $15,000 by August 15. The next hearing is scheduled for August 28. About Noble Life Sciences Inc. Noble Life Sciences, Inc. is a pre-clinical contract research organization that provides GLP and non-GLP services, including safety and efficacy testing, for drugs, vaccines, and medical devices. It offers capabilities in pharmacology, bioanalysis, analytical testing, and preclinical development across a range of therapeutic areas such as oncology, infectious diseases, and cardiovascular conditions. Noble Life Sciences sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 25-15637) on June 22, 2025. In its petition, the Debtor reported total assets of $488,456 and total liabilities of $5,160,511. Robert B. Scarlett, Esq., at Scarlett & Croll, P.A. is the Debtor's legal counsel. Fulton Bank is represented by: Michael D. Nord, Esq. Gebhardt & Smith, LLP One South Street, Suite 2200 Baltimore, MD 21202 Tel: (410) 385-5072 mnord@gebsmith.com ODM TRUCK: Seeks Chapter 11 Bankruptcy in Florida ------------------------------------------------- On July 16, 2025, ODM Truck Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Florida. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About ODM Truck Inc. ODM Truck Inc. is a construction services and trucking company based in Tampa, Florida. It provides asphalt milling, site cleanup, material hauling, and heavy equipment transport for road and infrastructure projects across the region. ODM Truck Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-04841) on July 16, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Catherine Peek McEwen handles the case. The Debtor is represented by Alberto ("Al") F. Gomez, Jr., Esq. at JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP. ONDAS HOLDINGS: Extends $8M+ Note Maturities to December -------------------------------------------------------- Ondas Holdings Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Ondas Networks Inc., a subsidiary of the Company, entered into that certain Letter Agreement, by and among Ondas Networks and the signatories thereto, pursuant to which the maturity date of each of the Notes was amended to December 31, 2025. As previously disclosed: (i) on July 8, 2024 and July 23, 2024, Charles & Potomac Capital, LLC purchased convertible notes of Ondas Networks in the aggregate original principal amount of $700,000 and $800,000, respectively, (ii) on September 3, 2024, Charles & Potomac Capital entered into that certain Security Note Agreement, as amended, by and among Ondas Networks, as borrower, and Charles & Potomac Capital, as lender, pursuant to which Charles & Potomac Capital loaned Ondas Networks $1.5 million, (iii) on November 13, 2024, Ondas Networks entered into that certain Securities Purchase Agreement, by and between Ondas Networks and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes from Ondas Networks in the aggregate amount of $2.07 million, and (iv) on January 15, 2025, Ondas Networks entered into that certain Securities Purchase Agreement, by and between Ondas Networks and a private investor group, pursuant to which the private investor group purchased secured convertible promissory notes from Ondas Networks in the aggregate amount of $2.93 million. About Ondas Holdings Marlborough, Mass.-based Ondas Holdings Inc. provides private wireless data solutions through its subsidiary, Ondas Networks Inc., and commercial drone solutions through Ondas Autonomous Systems Inc. (OAS), which includes wholly owned subsidiaries American Robotics, Inc. and Airobotics LTD. OAS focuses on the design, development, and marketing of autonomous drone solutions, while Ondas Networks specializes in proprietary, software-based wireless broadband technology for both established and emerging commercial and government markets. Together, Ondas Networks, American Robotics, and Airobotics deliver enhanced connectivity, situational awareness, and data collection capabilities to users in defense, homeland security, public safety, and other critical industrial and government sectors. In an audit report dated March 12, 2025, the Company's auditor, Rosenberg Rich Baker Berman, P.A., issued a "going concern" qualification, citing that the Company has experienced recurring losses from operations, negative cash flows from operations and a working capital deficit as of Dec. 31, 2024. As of Dec. 31, 2024, Ondas Holdings had $109.62 million in total assets, $73.68 million in total liabilities, $19.36 million in redeemable noncontrolling interest, and $16.58 million in total stockholders' equity. P3 HEALTH: CEO Aric Coffman Joins Board After Dr. Abdou Resigns --------------------------------------------------------------- P3 Health Partners Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Dr. Sherif Abdou informed the Board of Directors of his resignation from the Board effective as of July 2, 2025. Dr. Abdou's previously announced transition services agreement with the Company expired on April 30, 2025 and such services have been concluded. On that same day the Nominating Committee of the Board provided the Board with its unanimous recommendation that Dr. Aric Coffman be appointed to fill the vacancy created by Dr. Abdou's resignation. On July 8, 2025, the Board unanimously approved the appointment of Dr. Coffman. Dr. Coffman will serve as a Class I director with a term expiring in 2028. There are no arrangements or understandings between Dr. Coffman and the Company, or any other person, pursuant to which he was selected as a director. Dr. Coffman does not qualify as an independent director under applicable exchange listing standards because of Dr. Coffman's employment as Chief Executive Officer of the Company, and as a result, Dr. Coffman is not expected to serve on any Board committees. Dr. Coffman, as Chief Executive Officer of the Company, will not receive additional compensation for his service on the Board. About P3 Health Partners Henderson, Nev.-based P3 Health Partners Inc is a patient-centered and physician-led population health management company and, for accounting purposes, the successor to P3 Health Group Holdings, LLC and its subsidiaries after the consummation of a series of business combinations in December 2021 with Foresight Acquisition Corp. As the sole manager of P3 LLC, P3 operates and controls all of the business and affairs of P3 LLC and P3's only assets are equity interests in P3 LLC. Las Vegas, Nev.-based BDO USA, P.C., the Company's auditor since 2021, issued a "going concern" qualification in its report dated Mar. 27, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 25, 2024, citing that the Company has suffered recurring losses from operations and has working capital deficiencies that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $783.4 million in total assets, $633.9 million in total liabilities, and a total stockholders' equity of $75.9 million. PALATIN TECHNOLOGIES: NYSE Panel Affirms Delisting Decision ----------------------------------------------------------- Palatin Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received written notification from NYSE American LLC stating that a Listing Qualifications Panel of the Exchange's Committee for Review had unanimously determined to affirm the decision of the staff of NYSE American to initiate delisting proceedings of the Company's common stock pursuant to Sections 1003(a) and 1003(f)(v) of the NYSE American Company Guide. A hearing on the proposed delisting was held before the Panel on June 18, 2025. The Company intends to exercise its right to have the full Committee for Review reconsider the Panel's decision. A written request for such review must be submitted and received by the Exchange within 15 calendar days of the date of Panel's written notification. The Company is actively working to resolve the NYSE American listing deficiencies prior to the appeal hearing before the full Committee for Review, which is expected to take place in late August or September 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. As of December 31, 2024, Palatin Technologies had $4,310,018 in total assets, $10,691,127 in total liabilities, and $6,381,109 in total stockholders' deficit. PARAGON INDUSTRIES: U.S. Trustee Appoints New Committee Member -------------------------------------------------------------- The U.S. Trustee for Region 20 appointed Paul Logistics, Inc. as additional member of the official committee of unsecured creditors in Paragon Industries, Inc.'s Chapter 11 case. As of July 16, the members of the committee are: 1. CTAP, LLC 750 Town & Country Blvd., Suite 300 Houston, TX 77024 Representative: Soham Naik soham-naik@mitube.com 281-368-7072 Counsel: Eric English Porter Hudges 1000 Main St., 36th Floor Houston, TX 77002 (713) 226-6612 eenglish@porterhedges.com 2. AM/NS Calvert, LLC 1 AM/NS Way P.O. Box 456 Calvert, AL 36513 Representative: David Pilat (312) 714-4811 david.pilat@arcelormittal.com Counsel: Elliot Smith Benesch, Friedlander, Coplan & Arnoff, LLP 127 Public Square, Suite 4900 Cleveland, OH 44114 (216) 363-6155 esmith@beneschlaw.com 3. Edgen Murray, LLC 10235 Jefferson Highway, Bldg 2, Suite B Baton Rouge, LA 70809 Representative: Bobby Mathes (225) 936-2355 bobby.mathes@edgenmurray.com Counsel: Sidney Swinson & Brandon Bickle GableGotwals 110 N. Elgin Ave., Suite 200 Tulsa, OK 74120 (918) 595-4847 sswinson@gablelaw.com bbickle@gablelaw.com 4. Inserpetrol, Inc. 15201 E. Freeway Service Rd Channelview, TX 77530 Representative: Gabriel Monroy (281) 809-5498 gmonroy@isp-insperpetrol.com Counsel: Jay Dushkin The Dushkin Law Firm 4615 Southwest Freeway, Suite 600 Houston, TX 77027 (713) 961-3600 jay@jaydushkin.com 5. JPF Ultrasonic Technologies, Inc. 9125 Pineland Rd Houston, TX 77044 Representative: Jose Lugo (832) 405-0826 accounts@jpfultrasonic.com Counsel: Brinkman Law Group, PC 9500 Ray White Rd, 2nd Floor Fort Worth, TX 76244 (805) 527-8649 firm@brinkmanlaw.com 6. Allied Engineering & Machine Products 594 Sawdust Road, #375 The Woodlands, TX 77380 Representative: Moham Allam (713) 724-5830 mallam@alliedengineeringproducts.com 7. Paul Logistics, Inc. 15202 E. Admiral Place Tulsa, OK 74116 Representative: Troy Paul (918) 281-3406 tpaul@paulinc.com Counsel: Matthew C. Goodin The Goodin Law Firm 3509 French Park Drive, Suite C Edmond, OK 73034 About Paragon Industries Inc. Paragon Industries, Inc. manufactures steel pipe products used in the oil and gas, construction, and fire protection industries. Based in Sapulpa, Okla., 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. Paragon Industries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Okla. Case No. 25-80433) on May 21, 2025. In its petition, the Debtor reported between $100 million and $500 million in both assets and liabilities. Clayton D. Ketter, Esq., at Phillips Murrah, P.C. is the Debtor's legal counsel. The U.S. Trustee for Region 20 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Wachob Irrevocable Trust, as DIP lender, is represented by: J. Clay Christensen, Esq. Christensen Law Group, P.L.L.C. The Parkway Building 3401 N.W. 63rd Street, Suite 600 Oklahoma City, OK 73116 Tel: (405) 232-2020 Fax: (405) 228-1113 Email: clay@christensenlawgroup.com PARK-OHIO INDUSTRIES: Fitch Rates New Sr. Secured Notes 'B+' ------------------------------------------------------------ Fitch Ratings has assigned Park-Ohio Industries, Inc's new senior secured notes a 'B+' rating with a Recovery Rating of 'RR4'. Fitch currently rates ParkOhio's Long-Term Issuer Default Rating (IDR) 'B+' and its first lien secured ABL 'BB+'/'RR1. The Rating Outlook is Stable. ParkOhio's ratings reflect its position as a provider of supply chain management and engineered components to sticky, global customers across diverse end-markets. The ratings reflect management's operational and working capital enhancements and the company's balanced manufacturing and services business mix that support through-the-cycle cash flow and low-single-digit FCF margins. Management's credit-conscious financial and capital allocation policy focuses on smaller, bolt-on M&A, maintains moderate dividend payouts, and targets sub-3x net leverage metrics in the long term. Fitch forecasts improving EBITDA leverage and coverage metrics in the 4.5x-3.5x and 3x-4x ranges, respectively, generally consistent with 'B+' or better tolerances. Key Rating Drivers Supply Technologies Drives Cash Flow: ParkOhio's Supply Technologies segment generated $75 million of the consolidated management-reported EBIT of $87 million (fiscal 2024) and drives a large portion of the cash flow. The business differentiates itself by providing supply chain management solutions that embeds Supply Technologies as a sole-source, service-intensive supplier of customer-specific components and as a procurement and logistics partner. The segment reduces its customers' cost of production and working capital investment, which drives long-term, sticky relationships, with an average tenure of 10 years among the top 50 customers. End-Market Diversification Moderates Cyclicality: ParkOhio's Assembly Components and Engineered Products segments have long-term relationships with a global customer base (58% U.S. as of July 2025) across diverse end-markets with varying demand cycles. Assembly Components serves automotive end-markets (85% as of fiscal 2024) with platform-agnostic products that could benefit from higher content-per-vehicle as hybrid market share grows. Engineered Products benefits from considerable end-market diversification and approximately 35% aftermarket exposure, with growth opportunities in infrastructure and an aging installed base, among others. Improving Leverage, Coverage Profile: Fitch expects ParkOhio's EBITDA leverage and coverage to be around 4.7x and 3.1x at YE 2025, respectively. Fitch expects both metrics to improve to around 3.5x and 4.3x, starting fiscal 2026 due to volume recovery at its customers, and new business wins. Along with EBITDA growth, Fitch expects near-term FCF will be used to make periodic debt repayments to help achieve management's sub-3.0x EBITDA net leverage target. Fitch believes the company's governance and ownership structure aligns stakeholder interests, as evidenced by the company's 2024 equity issuance to reduce debt and enhance financial flexibility. Low-Single-Digits FCF Margins: Fitch expects ParkOhio's FCF margins to remain in the low-single-digits range over the next few years, driven by ongoing operational enhancements, leading to improving Fitch-calculated EBITDA margins in the high-single digit range, and improved working capital conversion. In fiscal 2021, working capital usage was $34 million before rising to $57 million in fiscal 2022, driven by high inventory levels. Since then, the company has focused on realizing working capital efficiencies that have resulted in neutral-to-breakeven FCF margins in fiscal 2024 and will incrementally benefit FCF margins over the forecast period. Tariff Impact Manageable: ParkOhio has proactively worked with customers and suppliers to mitigate the impact of tariffs. The tariff impact is expected to be most pronounced in the Supply Technologies segment due to added costs on imported parts and softer demand in certain key end-markets. However, this segment is positioned to benefit in the long term due to higher production activity and localized sourcing in the U.S. Tariff exposure is minimal in the Assembly Components and Engineered Products segments. Peer Analysis ParkOhio is smaller than Patrick Industries, Inc. (BB/Stable); however, it caters to original equipment manufacturers (OEMs) across diverse end-markets that help provide cyclical offsets. Patrick caters to the more discretionary outdoor enthusiast end-market. Despite its exposure to a more cyclical end-market, Patrick maintains stronger EBITDA and FCF margins due to its highly flexible cost structure and a strong cash conversion cycle. Comparatively, ParkOhio's margins are weaker, and the company's FCF is driven by historically volatile working capital requirements, although this is expected to improve. First Brands Group, LLC (B+/Stable) is a market leading manufacturer of non-discretionary, branded automotive aftermarket parts, which somewhat insulates it from cyclical OEM production. In recent years, First Brands has prioritized add-on acquisitions financed with incremental debt, resulting in a financial profile more in line with 'B+' tolerances. However, ParkOhio has greater revenue diversification in terms of geography and end-markets and is supported by a disciplined capital allocation strategy characterized by a commitment to sub-3.0x EBITDA net leverage Cleanova Holdco 3 Limited (B/Stable) manufactures custom filtration assemblies and aftermarket filters for global customers across diverse end-markets. ParkOhio is significantly larger and offers a much more diversified suite of products and services. Moreover, Cleanova is expected to continue pursuing debt-funded acquisitions that will keep its EBITDA leverage nearly 1.5x higher than ParkOhio's. Key Assumptions - Revenue decreases by low-single-digits in fiscal 2025, followed by mid-single-digit recovery starting fiscal 2026 driven by volume recovery and new business wins; - Gross margins remain flat in fiscal 2025, followed by moderate growth due to improved pricing power driven by increasing technology content; - EBITDA margins rise to high-single-digits through the forecast period driven by operational efficiencies; - Working Capital investment improves to low-single-digits as a percentage of revenue; - Capex runs at about 2.0% of revenue throughout the forecast; - Modest common dividends growth throughout the forecast; - Management executes bolt-on acquisitions funded through FCF and debt; - New notes refinanced 8%, which includes five-year U.S. Treasury Rate plus a spread of 400 bps; - Fitch SOFR interest rate assumptions: 4.4% in 2025, 3.75% in 2026, 3.5% in 2027 and 3.5% in 2028. Recovery Analysis The recovery analysis assumes that ParkOhio would be reorganized as a going-concern in a hypothetical bankruptcy scenario rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach ParkOhio's recovery analysis estimates a GC EBITDA at $90 million, which reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the valuation of the company would be based following a hypothetical default. A default could be driven by operational issues and/or sustained delays in or loss of volumes at key customers combined with prolonged periods of negative free cash flow driven by high working capital investments. Fitch has used a 5.5x multiple to calculate a post-reorganization valuation. According to the "Industrial, Manufacturing, Aerospace and Defense Bankruptcy Enterprise Values and Creditor Recoveries," report Fitch published in December 2024, 85% of industrials and machinery-related defaulters had exit multiples above 5.0x, with 40% in the 5.0x to 7.0x range. However, the median multiple observed across 28 bankruptcies was 6.6x. Fitch utilizes a 5.5x enterprise value (EV) multiple based on ParkOhio's long-term, sole-source, and sticky supply relationships with a highly diversified customer base across a range of end-markets. Consistent with Fitch's criteria, the recovery analysis assumes that ABL debt is senior in the recovery waterfall to the senior secured notes as the notes do not share a first lien on the working capital asset collateral. However, Fitch assumes that the ABL is fully drawn at default, to the extent of its availability after a 20% deterioration in the borrowing base at the point of default. This results in a 'BB+' rating and a recovery rating of 'RR1' on the ABL. The senior secured notes receive priority below the ABL, resulting in a 'B+' rating and a recovery rating of 'RR4'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Mid-cycle EBITDA leverage sustained over 4.5x and EBITDA interest coverage approaching 2.5x on a sustained basis; - Reduction in financial flexibility, including ABL availability below 80% of commitment amount; - A deviation in operational strategy or missteps that heightens cash flow risk, including sustained negative-to-neutral FCF. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Mid-cycle EBITDA leverage below 3.5x and EBITDA interest coverage around 4.0x on a sustained basis; - Balanced financial and capital allocation policy that retains through-the-cycle financial flexibility, including FCF margin in the 2% range. Liquidity and Debt Structure ParkOhio intends to use proceeds from the new senior secured notes due 2030 to refinance its existing $350 million senior unsecured notes due 2027 and pay related fees and expenses. In conjunction with the notes, ParkOhio intends to amend its ABL revolver to release the first lien on domestic machinery and equipment, and to extend its maturity to 2030. The notes will benefit from a first lien on domestic machinery and equipment previously pledged to the ABL revolver and a second lien on all assets pledged to the ABL revolver. Pro forma of the transaction, ParkOhio's debt will consist of $636 million of debt and its liquidity is expected to be supported by $50 million of cash and $118 million available under its ABL. Issuer Profile Park-Ohio Holdings Corp. incorporated in Ohio since 1998, is a diversified international company providing global customers with supply chain management outsourcing services, capital equipment used on production lines, and manufactured components used to assemble products. Date of Relevant Committee 09 July 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 ----------- ------ -------- Park-Ohio Industries, Inc. senior secured LT B+ New Rating RR4 PARTY CITY: Court Certifies Class in Hanlon WARN Lawsuit -------------------------------------------------------- Judge Alfredo R. Perez of the United States Bankruptcy Court for the Southern District of Texas granted Gwendolyn Hanlon's motion for class certification and notice in the class action adversary proceeding captioned as GWENDOLYN HANLON, Plaintiff, VS. PARTY CITY HOLDCO, INC., et al., Defendant, ADVERSARY NO. 24-3273 (Bankr. S.D. Tex.). As alleged by Hanlon, beginning on Dec. 20, 2024, Party City Holdco Inc., and its related affiliates laid off approximately 400 employees who reported to Defendants' Woodcliff Lake, New Jersey headquarters. Defendants sent the employees a Separation Notice via email. Plaintiff alleges employees did not receive any written notice prior to Dec. 20, 2024, that they would be terminated. The Defendants subsequently filed for chapter 11 bankruptcy on Dec. 21, 2024. Hanlon brought a Class Action Adversary Proceeding Complaint against Defendants on Dec. 22, 2024. Craig Smith brought a Class Action Adversary Proceeding Complaint against Defendants on Dec. 31, 2024. Hanlon argues Defendants did not give the employees notice as required by the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101 et seq., and, the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, N.J.S.A..34:21-1 et seq., as amended. Hanlon filed a Motion for Class Certification on Feb. 14, 2025. Smith filed an Amended Complaint on Jan. 30, 2025, and a Motion for Class Certification on March 20, 2025. Defendants filed a Brief in Opposition to Hanlon's Motion for Class Certification. Both Hanlon and Smith sought to represent the class. Hanlon is represented by Raisner Roupinian LLP. Smith is represented by Harrison, Harrison & Associates On April 8, 2025, the Court held a hearing on the interim counsel issue and took the matter under advisement. Both Hanlon and Smith provided compelling evidence of their chosen counsel's qualifications. Based on the Rule 23(g) considerations and Raisner Roupinian's bankruptcy experience, the Court chose to appoint Raisner Roupinian as interim counsel. Subsequently, the Court entered an Order Appointing Raisner Roupinian as Interim Class Counsel. On April 29, 2025, the Court held a Status Conference to set a timeline for class certification and discuss Defendants' Motion for Summary Judgment. The Court imposed a 45-day pause on the Motion for Summary Judgment and permitted Hanlon to file a motion to file an amended complaint. On April 30, 2025, Hanlon filed a Motion for Leave to File First Amended Complaint. Smith filed an Objection to the Motion for Leave to Amend Complaint. On June 26, 2025, Hanlon filed a Notice of Revised Proposed Order on Class Certification and Revised Proposed Class Notice to include Patrick Bartels, Robert F. Hull, Barry Litwin and Neal Goldman as defendants, along with Party City Holdco, Inc., et al. In response, Smith filed two Objections based on an action filed by Smith on Feb. 7, 2025, in the District of New Jersey, alleging claims against eight individual directors and officers of Defendants under the NJ WARN Act. On June 27, 2025, the Court held a hearing and announced it would issue rulings on the Motion for Class Certification and the Motion for Leave to Amend Complaint. In the Objection to Class Certification, Defendants argue class certification is inappropriate for three reasons: (i) failure to provide facts necessary for the Court to conduct the Rule 23 analysis; (ii) failure to show Hanlon is an adequate representative and her claims are typical of the class; and (iii) failure to show common questions predominate over individual ones as required by Rule 23(b)(3). According to the Proposed Class Certification Order and Notice, the class is comprised of: "Plaintiff Hanlon and all similarly situated former employees (i) who worked at, reported to or received assignments from Defendants' facility at 100 Tice Blvd, Woodcliff Lake, New Jersey, (ii) who were terminated without cause on or about December 20, 2024 or within 30 days of that date, or as the reasonably foreseeable consequence of the mass layoffs and/or plant closings ordered by Defendants on or about December 20, 2024, (iii) who are affected employees within the meaning of 29 U.S.C. Sec. 2101(a)(5) and N.J.S.A..34:21-1, et. seq., and (iv) who have not filed a timely request to opt-out of the class." Hanlon argues the Proposed Class meets the requirements of Fed.R.Civ.P. 23(a). According to the Hanlon Declaration, there are approximately 400 individuals who were terminated on or around Dec. 20, 2024. A showing that the class consists of more than 40 members raises a presumption that joinder is impracticable. Defendants' argument that Hanlon does not know how many of the 400 employees work remotely or outside of New Jersey is not persuasive, the Court finds. According to the Hanlon Declaration, Hanlon was terminated on Dec. 20, 2024, from Defendants' facility at 100 Tice Blvd, Woodcliff Lake, New Jersey, without cause and without notice. Hanlon states the circumstances of the termination are the same as the other terminated employees, making the factual and legal issues of Hanlon's claim the same as the claims of the other proposed class members. Therefore, Hanlon argues there are questions of law or fact common to the class. Hanlon further claims she has not received, and to the best of her knowledge no other former employees of the Defendants have received, 60 days' pay under the WARN Acts or severance pay as required by New Jersey law. Hanlon's claims against Defendants are under the WARN Acts and New Jersey law, and Hanlon believes the other terminated employees are similarly situated. Therefore, Hanlon argues her claims or defenses are typical of the claims or defenses of the class. Defendants argue Hanlon has not demonstrated the Proposed Class is similarly situated to her. According to Defendants, Hanlon stated in her deposition that Barry Litwin, who, Defendants argue, is included in the Proposed Class definition, would not be similarly situated to her because Litwin is the CEO of the company and "privy to lots of information that me and 400 other plus employees were not privy to." However, the Court is not persuaded by Defendants' arguments. According to the Court, the Proposed Class definition defines who would be part of the Proposed Class: those who (1) worked at, reported to or received assignments from Defendants' facility and (2) were terminated without cause or on around December 20, 2024, as the reasonably foreseeable consequence of the mass layoffs and/or plant closings ordered by Defendants on or about December 20, 2024. Judge Perez explains, "It is possible Barry Litwin is similarly situated to Hanlon, and he may be entitled to WARN damages as a member of the Proposed Class. It is also possible that Barry Litwin departed voluntarily and would not be entitled to WARN damages as a member of the Proposed Class. Regardless, this is a factual issue involving a single person that will not impair the Proposed Class." The Court says Rule 23 does not include a personal knowledge requirement. Rather, Hanlon's claims or defenses must only be "typical of the claims or defenses of the class." Hanlon, serving as class representative, is not required to have personal knowledge of conversations members of the Proposed Class may or may not have had. Hanlon argues the proposed class meets the requirements of Rule 23(b)(3). Hanlon's declaration weighs against a class members' interest in individually controlling the prosecution. Additionally, Defendants are in bankruptcy in the Southern District of Texas, increasing the desirability of concentrating the litigation of the claims in this Court. Defendants argue that the determination of whether the WARN Act applies to a remote employee requires fact specific, individualized inquiries. According to the Court, under 20 C.F.R. 639.3(i)(6), the single site in which the terminated employees would be covered for WARN purposes is the Woodcliff Lake, New Jersey headquarters. Defendants have not demonstrated why individual, fact specific inquiries are needed to determine whether the WARN Act applies to remote employees, the Court concludes. The Court finds Hanlon's Motion for Class Consideration and the Proposed Class contained in the Proposed Class Certification Order and Notice meet the requirements necessary under Rule 23 of the Federal Rules of Civil Procedure for a member of a class to bring a class action on behalf of all class members. According to the Court, the proposed notice outlined by Hanlon in the Proposed Class Certification Order and Notice meets the notice requirements necessary under Rule 23 of the Federal Rules of Civil Procedure. However, the proposed language dismissing the Smith case is too broad. Only the class allegations filed in the Smith case should be dismissed, the Court holds. The individual proofs of claim filed in the Smith case remain outstanding. A copy of the Court's Memorandum Opinion dated July 8, 2025, is available at http://urlcurt.com/u?l=197mz3from PacerMonitor.com. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations' industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90621) on Dec. 21, 2024. As of Petition date, the Debtor estimated $1 billion to $10 billion in both assets and liabilities. The petitions were signed by Deborah Rieger-Paganis as chief restructuring officer. Judge Alfredo R Perez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP, and Porter Hedges LLP as legal counsel; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. Gordon Brothers Retail Partners, LLC and Gordon Brothers Commercial & Industrial, LLC represents the Debtors as Store Closing Advisor. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PARTY CITY: Hanlon Wins Bid to Amend Class Action Adversary Case ---------------------------------------------------------------- Judge Alfredo R. Perez of the United States Bankruptcy Court for the Southern District of Texas granted Gwendolyn Hanlon's motion for leave to amend her complaint in the class action adversary proceeding captioned as GWENDOLYN HANLON, Plaintiff, VS. PARTY CITY HOLDCO, INC., et al., Defendant, Adversary No. 24-03273 (Bankr. S.D. Tex.). As alleged by Hanlon , beginning on Dec. 20, 2024, Party City Holdco Inc., and its related affiliates laid off approximately 400 employees who reported to Defendants' Woodcliff Lake, New Jersey headquarters. Defendants sent the employees a Separation Notice via email. Plaintiff alleges employees did not receive any written notice prior to Dec. 20, 2024, that they would be terminated. The Defendants subsequently filed for chapter 11 bankruptcy on Dec. 21, 2024. Hanlon brought a Class Action Adversary Proceeding Complaint against Defendants on Dec. 22, 2024. Craig Smith brought a Class Action Adversary Proceeding Complaint against Defendants on Dec. 31, 2024. Hanlon argues Defendants did not give the employees notice as required by the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101 et seq., and the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, N.J.S.A..34:21-1 et seq., as amended. Hanlon filed a Motion for Class Certification on Feb. 14, 2025. Smith filed an Amended Complaint on Jan. 30, 2025, and a Motion for Class Certification on March 20, 2025. Defendants filed a Brief in Opposition to Hanlon's Motion for Class Certification. Both Hanlon and Smith sought to represent the class. Hanlon is represented by Raisner Roupinian LLP. Smith is represented by Harrison, Harrison & Associates. On April 8, 2025, the Court held a hearing on the interim counsel issue and took the matter under advisement. Both Hanlon and Smith provided compelling evidence of their chosen counsel's qualifications. Rule 23 of the Federal Rules of Civil Procedure, made applicable to this proceeding by Federal Rule of Bankruptcy Procedure 7023 governs Class Actions. Based on the Rule 23(g) considerations and Raisner Roupinian's bankruptcy experience, the Court chose to appoint Raisner Roupinian as interim counsel. Subsequently, the Court entered an Order Appointing Raisner Roupinian as Interim Class Counsel. On April 29, 2025, the Court held a Status Conference to set a timeline for class certification and discuss Defendants' Motion for Summary Judgment. The Court imposed a 45-day pause on the Motion for Summary Judgment and permitted Hanlon to file a motion to file an amended complaint. On April 30, 2025, Hanlon filed a Motion for Leave to File First Amended Complaint to add allegations against four of Party City's officers and directors. The officers and directors Hanlon includes as defendants in the amended complaint are: -- Patrick Bartels, -- Robert F. Hull, -- Barry Litwin, and -- Neal Goldman. Smith objected to the Motion for Leave to Amend Complaint. Smith argues the first-to-file rule prohibits the Court from granting the Motion for Leave to Amend Complaint. Smith argued that his own lawsuit pending in the District of New Jersey already alleges claims against eight Party City directors and officers, including Litwin and Hull. The other two Officers and Directors are not included in the NJ Action. However, Smith alleges these two Officers and Directors have shared interests with Litwin and Hull. For purposes of the first-to-file rule, Smith argues the NJ Action should be treated as the first-filed case and the Motion for Leave to Amend Complaint should be treated as the second-filed case. To determine the appropriate application of the first-to-file rule, Judge Perez reviewed the timeline of the filings by Defendants, Hanlon, and Smith in the Southern District of Texas Court and in the NJ Action. Defendants filed for chapter 11 bankruptcy in this Court on Dec. 21, 2024. Hanlon filed her complaint against Defendants on Dec. 22, 2024, and Smith filed his complaint against Party City on Dec. 31, 2024. Smith filed the NJ Action on Feb. 7, 2025. The core issue of the Motion for Leave to Amend Complaint and the NJ Action -- whether the Officers and Directors violated the NJ WARN Act -- is the same and the proof adduced in both cases would likely be the same, according to Judge Perez. Furthermore, the facts and circumstances of the proposed amended complaint and the NJ Action both substantially overlap with the facts plead in the Hanlon complaint filed Dec. 22, 2024. Minimally, the cases substantially overlap. According to Smith, the two cases are substantially identical. However, if the Court determines the overlap between the two suits is less than complete, it must exercise its judgment of the overlap based on factors such as the extent of overlap, the likelihood of conflict, the comparative advantage, and the interest of each forum in resolving the dispute. According to Hanlon, granting the Motion for Leave to Amend Complaint will provide class members the benefit of Raisner Roupinian leveraging the claims against Defendants and against the Officers and Directors together toward settlement. Furthermore, the NJ Action has been stayed because of the bankruptcy proceedings in this Court. The Officers and Directors Hanlon is seeking to include as defendants in the amended complaint are considered Insured Persons under the relevant directors and officers insurance policy. Based on Defendants' financial outlook, the insurance policy covering the Officers and Directors provides a potential opportunity for meaningful recovery for class members. Because the insurance policy is a wasting policy, it makes economic sense for all claims to be heard in one court. Therefore, if the first-to-file rule is applicable, the Court finds compelling circumstances to exercise its discretion and decline application of the rule. In determining whether to grant leave to amend a complaint, the Court must examine five considerations: 1) undue delay, 2) bad faith or dilatory motive, 3) repeated failure to cure deficiencies by previous amendments, 4) undue prejudice to the opposing party, and 5) futility of the amendment. According to Judge Perez, "There is no undue delay here. No scheduling order has been entered by the Court. Defendants were given the opportunity to object to the Motion for Leave to Amend Complaint and chose not to. There is no bad faith or dilatory motive here. Hanlon believes there is a basis to pursue liability against the Officers and Directors. This is Hanlon's first request to amend the complaint. Therefore, repeated failure to cure deficiencies by previous amendments is not applicable. There is no undue prejudice to Defendants. No scheduling order has been entered by the Court, there has been no discovery, and the Court has not set a trial date. As demonstrated by the relevant facts and the entry of the Order filed by this Court on July 8, 2025, there is no futility of amendment here." The Court finds Hanlon's Motion for Leave to Amend Complaint meets the requirements necessary for a party to amend its pleading under Rule 15 of the Federal Rules of Civil Procedure. For the reasons stated in the Memorandum Opinion filed by the Court on July 8, 2025, Raisner Roupinian is appointed Class Counsel and Hanlon is the Class Representative. The Court concluded that granting the Motion for Leave to Amend Complaint to add the Officers and Directors as defendants is in the best interests of the class members. A copy of the Court's Memorandum Opinion dated July 8, 2025, is available at http://urlcurt.com/u?l=BqREZpfrom PacerMonitor.com. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations' industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90621) on Dec. 21, 2024. As of Petition date, the Debtor estimated $1 billion to $10 billion in both assets and liabilities. The petitions were signed by Deborah Rieger-Paganis as chief restructuring officer. Judge Alfredo R Perez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP, and Porter Hedges LLP as legal counsel; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. Gordon Brothers Retail Partners, LLC and Gordon Brothers Commercial & Industrial, LLC represents the Debtors as Store Closing Advisor. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PINEAPPLE PROPERTIES: Gets Extension to Access Cash Collateral -------------------------------------------------------------- Pineapple Properties of SA, LLC received another extension from the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to use cash collateral. The court's fourth interim order authorized the Debtor to continue to use the cash collateral of its lender, South State Bank/U.S. Small Business Administration, to pay the expenses set forth in its budget. The lender's cash collateral consists of cash and accounts receivable generated by the operation of the Debtor's business. As protection for the Debtor's use of its cash collateral, the lender will be granted a replacement lien to the same nature, priority, and extent that it may have had immediately prior to the petition date. In addition, the lender will be granted a replacement lien on and security interest in property acquired by the Debtor on or after the petition date. As further protection, the lender will receive a monthly payment of $4,415.04. The next hearing is set for August 19. As of the petition date, the Debtor owed the lender approximately $590,000. The Debtor had pledged cash collateral to the lender as security for its loan. The pledged cash collateral is crucial for the Debtor's ability to reorganize and maintain business operations. The Debtor estimates the value of its real estate, inventory, equipment, cash, and accounts receivable to be approximately $1.1 million. About Pineapple Properties of SA Pineapple Properties of SA, LLC operates the 44 Spanish Street Inn located in St. Augustine, Fla. Originally built in 1920, the Inn offers guests a historic setting with modern amenities. The Inn has eight guest rooms, each featuring private baths, and provides convenient access to local attractions. Pineapple Properties of SA sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 25-00647) on March 5, 2025, listing $13,172 in assets and $1,184,420 in liabilities. Brian A. Funk as managing member, signed the petition. Judge Jacob A Brown oversees the case. Bryan K. Mickler, Esq., at Mickler & Mickler is the Debtor's legal counsel. SouthState Bank N.A., as secured creditor, is represented by: Christian P. George, Esq. 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Telephone: (904) 798-3700 Facsimile: (904) 798-3730 christian.george@akerman.com PROJECT PIZZA: Seeks to Hire Belvedere Legal as Counsel ------------------------------------------------------- Project Pizza Polk LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Belvedere Legal, PC as counsel. The firm will provide these services: a. advise and represent the Debtor to all matters and proceedings within this Chapter 11 case, other than those particular areas that may be assigned to special counsel; b. assist, advise and represent the Debtor in any manner relevant to a review of its debts, obligations, maximization of its assets and where appropriate, disposition thereof; c. assist, advise and represent the Debtor in the operation, reorganization, and/or liquidation of its business, if appropriate; d. assist, advise and represent the Debtor in the performance of all of its duties and powers under the Bankruptcy Code and Bankruptcy Rules, and in the performance of such other services as are in the interests of the estate; and e. assist, advise and represent the Debtor in dealing with its creditors and other constituencies, analyzing the claims in this case and formulating and seeking approval of a Plan of Reorganization. The firm will be paid at the rate of $695 per hour. The firm received from the Debtor a pre-petition retainer of $25,000 which the Debtor paid via wire transfer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew D. Metzger, Esq. a partner at Belvedere Legal, 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: Matthew D. Metzger, Esq. Belvedere Legal, PC 1777 Borel Place, Ste 314 San Mateo, CA 94402 Tel: (415) 513-5980 Fax: (415) 513-5985 Email: mmetzger@belvederelegal.com About Project Pizza Polk LLC Project Pizza Polk, LLC, doing business as Fiorella Polk and operated by Project Pizza Polk LLC, is a neighborhood Italian restaurant offering wood-fired pizza, restaurant offering wood-fired pizza, handmade pasta, and seasonal dishes. It operates in Noe Valley and is part of a family of four Fiorella restaurants serving San Francisco, including the original location in the Richmond District. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 25-30521) on July 2, 2025, with $206,216 in assets and $1,053,818 in liabilities. Boris Nemchenok, CEO of Manager, signed the petition. Judge Dennis Montali presides over the case. Matthew D. Metzger, Esq. at BELVEDERE LEGAL, PC represents the Debtor as legal counsel. PROJECT PIZZA: Unsecureds to Get 5.73 Cents on Dollar in Plan ------------------------------------------------------------- Project Pizza Sunset LLC filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business dated June 27, 2025. The Debtor is a California Limited Liability Company. Since 2021, the Debtor has been in the business of operating a full-service Italian restaurant and bar in the Sunset District of San Francisco. Fiorella Sunset is the third of four restaurants opened and operated by the Fiorella Restaurant Group. Founded during the COVID-19 pandemic, the Debtor faced significant financial setbacks at opening, specifically: delays in construction and a lack of customers in its facility owing to safety and health restrictions. In order to maintain operations, the Debtor borrowed substantial sums from a number of Merchant Cash Advance lenders. Since filing the Debtor has obtained orders valuing its assets, stripping down the lien of WebBank, stripping off all other secured claims and rejecting Debtor's executory contract with inKind. WebBank will be treated as a secured claimant and the other MCA lenders will be treated as unsecured claimants to the extent of their allowed claims, if any. The Debtor's financial projections show that the Debtor will have projected disposable of $450,000.00. The final Plan payment is expected to be paid on September 1, 2030, which is anticipated to be 60 months after the effective date. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 5.73 cents on the dollar, consistent with the liquidation analysis and projected disposable income. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. Holders of allowed unsecured claims shall receive a pro rata share of the projected disposable income of the Debtor over the 5-year term of this Subchapter V plan after payment of allowed Administrative expense claims and allowed Priority claims. This Class is impaired. Class 4 consists of Equity security holders of the Debtor. The equity security holders of the Debtor shall retain their equity in the Debtor without modification or impairment. The Debtor will retain the property of its estate, operate Fiorella Sunset, reserve funds for all disputed claims, litigate objections to the claims of holders of disputed claims, prosecute avoidance actions and litigation against its MCA lender who are liable for usury. The Debtor shall reserve $5,493.64 per month commencing on July 1, 2025, to cure the arrears to Pink Tulip LLC by December 31, 2025 and release accrued funds to Pink Tulip LLC on the Effective Date. Avenue Management LLC shall continue as the Debtor's manager. A full-text copy of the Plan of Reorganization dated June 27, 2025 is available at https://urlcurt.com/u?l=z6kYPS from PacerMonitor.com at no charge. Counsel to the Debtor: Robert G. Harris, Esq. Binder Malter Harris & Rome-Banks LLP 2775 Park Avenue Santa Clara, CA 95050 Telephone: (408) 295-1700 Facsimile: (408) 295-1531 Email: rob@bindermalter.com About Project Pizza Sunset Project Pizza Sunset LLC has been in the business of operating a full-service Italian restaurant and bar in the Sunset District of San Francisco. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 25-30258) on April 1, 2025. In the petition signed by Boris Nemchenok, manager, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Robert G. Harris, Esq., at Binder Malter Harris Rome-Banks LLP, is the Debtor's legal counsel. PROVIDENT GROUP-ROWAN: S&P Affirms 'B' Rating on 2015A Rev. Bonds ----------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'B' rating on New Jersey Economic Development Authority's series 2015A tax-exempt student housing revenue bonds issued for Provident Group--Rowan Properties LLC, N.J. The outlook revision reflects S&P's view of the project returning to near full occupancy, achieving debt service coverage (DSC) slightly above 1.2x in fiscal 2024, and making the January and July bond payments in fiscal 2025 without using draws on the debt service reserve fund (DSRF). S&P said, "We analyzed environmental, social, and governance (ESG) credit factors pertaining to Provident Group--Rowan project's market position, management and governance, and financial performance. We view Provident Group--Rowan project ESG credit factors as neutral in our analysis. "The positive outlook reflects our opinion that project occupancy will be healthy enough to maintain at least 1.2x DSC in fiscal 2025, and that the project will not draw on the DSRF for future debt service payments and will fully fund the DSRF by the end of fiscal 2025." A negative rating action is possible if occupancy falls such that DSC returns to below 1.2x, additional draws are taken from the DSRF, or the DSRF remains under funded beyond the anticipated time. S&P could consider a positive rating action if the project maintains occupancy at or near current levels while continuing to produce DSC above covenant levels, and fully funds the DSRF without any additional draws. QXC COMMUNICATIONS: Gets Extension to Access Cash Collateral ------------------------------------------------------------ QXC Communications, Inc. received another extension from the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to use cash collateral. The sixth interim order extended the Debtor's authority to use cash collateral to September 25 from September 19 to pay the expenses set forth in its budget, with a 10% variance allowed. As adequate protection, the lenders will be granted post-petition security interests in and liens on the Debtor's personal property to the same extent and with the same priority as their pre-bankruptcy liens. The replacement liens do not apply to any Chapter 5 causes of action. The next hearing is scheduled for September 25. About QXC Communications Inc. QXC Communications, Inc. specializes in designing and deploying fiber-optic networks that offer high-speed internet, WiFi, HD TV, and VoIP voice services. It caters to a range of clients, residential communities, military bases, businesses, and outdoor venues. The company uses AON (Active Optical Network) technology to ensure the highest quality connectivity with minimal interruptions. QXC Communications sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-12256) on February 28, 2025, listing $11,677,760 in assets and $13,912,001 in liabilities. John Von Stein, chief executive officer, signed the petition. Judge Mindy A. Mora oversees the case. John E. Page, Esq., at Shraiberg Page PA, represents the Debtor as legal counsel. RED RIVER: Talc Creditors Slam Judge for Overlooking Fee Issues --------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that a group of law firms says a Houston bankruptcy judge wrongly declined to consider professional retention and fee applications for a committee representing cancer patients after dismissing Johnson & Johnson's talc unit Chapter 11 case. Brown Rudnick LLP, Paul Hastings LLP, and others—appointed to represent tens of thousands of personal injury claimants in Red River Talc LLC's bankruptcy—asked the U.S. District Court for the Southern District of Texas on Thursday, July 17, 2025, to correct what they called a "clear legal error" by Judge Christopher Lopez. About J&J Talc Units LLT Management, LLC (formerly known as LTL Management LLC) was a subsidiary of Johnson & Johnson that was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management first filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. In the 2021 case, LTL Management tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, served as the claims agent. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day,issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton, New Jersey, ruled that the second bankruptcy case should be dismissed. 3rd Try In May 2024, J&J announced its subsidiary LLT Management LLC is soliciting support for a consensual prepackaged bankruptcy plan to resolve its talc-related liabilities. Under the terms of the plan, a trust would be funded with over $5.4 billion in the first three years and more than $8 billion over the course of 25 years, which J&J calculates to have a net present value of $6.475 billion. If the Plan is accepted by at least 75% of voters, a bankruptcy was to be filed under the case name In re Red River Talc LLC. Epiq Corporate Restructuring, LLC is serving as balloting and solicitation agent for LLT. On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 24-90505). Porter Hedges LLP and Jones Day serve as counsel in the new Chapter 11 case. Epiq is the claims agent. Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting Counsel. Randi S. Ellis is the proposed prepetition legal representative of future claimants. REDDIRT ROAD: Final Hearing to Use Cash Collateral Set for Aug. 6 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida, Panama City Division, is set to hold a hearing on Aug. 6 to consider final approval of Reddirt Road Partners, LLC's motion to use cash collateral. The Debtor previously received interim approval to pay its expenses from the cash collateral in which secured creditors may assert an interest. The secured creditors include Huntington Distribution Finance, Inc., Wells Fargo Commercial Distribution Finance, LLC, Daedong-USA, Inc., and Northpoint Commercial Finance, LLC. The interim order issued on July 10 granted the secured creditors a perfected post-petition lien on the cash collateral, with the same extent, validity and priority as their pre-bankruptcy liens. Events of default under the interim order include the Debtor's failure to comply with any requirement of the order (subject to a five-day grace period); the conversion of the Debtor's Chapter 11 case to one under Chapter 7; the appointment of a Chapter 11 trustee or examiner; or the Debtor permitting adequate loss insurance on the inventory or post-petition collateral to collapse. 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. is the Debtor's legal counsel. Huntington Distribution Finance, Inc., as secured creditor, 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, Inc., as secured creditor, 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 Commercial Finance, LLC, as secured creditor, 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 ROMAN CATHOLIC: Hires Coldwell Banker as Real Estate Valuator ------------------------------------------------------------- Roman Catholic Diocese of Albany, New York seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Coldwell Banker Commercial Prime Properties as real estate valuator. The firm will provide broker price opinions of the Debtor's various property types including church buildings, rectories, convents, schools, residential properties and vacant land owned by the Debtor, parishes, or other non-Debtor entities. The firm will be paid at these rates: a. $1,000 per parish or property as standard minimum fee; b. $1,500 per building for complex/high-value property or parish. Mr. Fitzgerald, 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: William E. Fitzgerald Coldwell Banker Commercial Prime Properties 621 Columbia Street Cohoes, NY 12047 Tel: (518) 785-9000 About Roman Catholic Diocese of Albany, New York The Roman Catholic Diocese of Albany is a religious organization in Albany, N.Y. It covers 13 counties in Eastern New York, including a portion of the 14th county. Its Mother Church is the Cathedral of the Immaculate Conception in the city of Albany. New York's Child Victims Act, which took effect in August 2019, temporarily sets aside the usual statute of limitations for lawsuits to give victims of childhood sexual abuse a year to pursue even decades-old claims. Hundreds of new lawsuits have been filed against churches and other institutions since the law took effect on Aug. 14, 2019. Facing the financial weight of new sexual misconduct lawsuits, at least four of the eight Roman Catholic dioceses in the state, has already sought Chapter 11 protection. The dioceses that have declared bankruptcy include the Diocese of Rochester and the Diocese of Rockville Centre on Long Island. The Catholic Diocese of Albany sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on March 15, 2023. In the petition filed by Fr. Robert P. Longobucco, the Debtor estimated assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Robert E. Littlefield, Jr. oversees the case. The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel; Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott & Associates, PC as financial advisor; and Bonadio & Co., LLP as accountant. Donlin, Recano & Company, Inc. is the claims and noticing agent. On April 17, 2023, the U.S. Trustee for Region 2 appointed two separate committees to represent unsecured creditors and tort claimants in the Debtor's Chapter 11 case. The unsecured creditors' committee tapped Lemery Greisler, LLC as legal counsel; Dundon Advisors, LLC as financial advisor; and OneDigital Investment Advisors, LLC as special investment consultant. Stinson, LLP and OneDigital Investment Advisors serve as the tort committee's legal counsel and special investment consultant, respectively. S&R EQUIPMENT: Gets Final OK to Use Cash Collateral --------------------------------------------------- S&R Equipment Rentals, LLC received final approval from the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, to use cash collateral. The court order authorized the Debtor to use, on a final basis, up to $10,986 in cash collateral, with a 10% deviation limit per budget line item unless approved by the court. As protection for the Debtor's use of their cash collateral, Oxford Bank and Bay Capital Bank will be granted replacement liens on assets acquired by the Debtor after its Chapter 11 filing. As further protection, Oxford will receive a monthly payment of $4,702.03, starting this month until confirmation of the Debtor's Chapter 11 plan. The Debtor's authority to use cash collateral terminates upon the occurrence of so-called events of default, including failure to comply with the terms of the order; use of cash collateral other than as agreed; dismissal or conversion of its Chapter 11 case to a proceeding under Chapter 7; and failure to pay post-petition tax liabilities. Oxford Bank holds a fully secured first lien on the cash collateral, tied to a $520,000 loan backed by assets valued at approximately $620,000. Bay First holds a second lien securing a $145,000 loan but is only partially secured due to insufficient collateral value. Other listed creditors such as BCL Capital, BHG Capital, the U.S. Small Business Administration and others are considered fully unsecured. About S&R Equipment Rentals S&R Equipment Rentals LLC, doing business as Tool Time Equipment Rental & Sales, provides construction equipment rental and sales services across Central and Southeast Michigan, as well as neighboring states. Operating for over 18 years, the Debtor serves a diverse clientele that includes Fortune 500 firms, contractors, and homeowners. Its equipment offerings include excavators, lifts, landscaping tools, air compressors, forklifts, skidloaders, trailers, and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-45516) on May 29, 2025. In the petition signed by Kenneth Sullivan, sole shareholder, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Mark A. Randon oversees the case. George E. Jacobs, Esq., at Bankruptcy Law Offices, represents the Debtor as counsel. Oxford Bank, as secured creditor, is represented by: Kelly J. Shefferly, Esq. Plunkett Cooney 38505 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 (248) 594-6309 kshefferly@plunkettcooney.com S&R EQUIPMENT: Hires Bankruptcy Law Offices as Counsel ------------------------------------------------------ S&R Equipment Rentals 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 its counsel. The firm will provide these services: a. give the Debtor legal advice with respect to its rights and duties in connection with the Chapter 11 proceeding; and b. perform all other legal services which may be necessary. The firm will be paid at the rate of $350 per hour. The Debtor paid the firm a retainer of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: 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 S&R Equipment Rentals LLC S&R Equipment Rentals LLC, doing business as Tool Time Equipment Rental & Sales, provides construction equipment rental and sales services across Central and Southeast Michigan, as well as neighboring states. Operating for over 18 years, the Debtor serves a diverse clientele that includes Fortune 500 firms, contractors, and homeowners. Its equipment offerings include excavators, lifts, landscaping tools, air compressors, forklifts, skidloaders, trailers, and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 25-45516) on May 29, 2025. In the petition signed by Kenneth Sullivan, sole shareholder, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Mark A. Randon oversees the case. George E. Jacobs, Esq., at Bankruptcy Law Offices, represents the Debtor as counsel. SAINT PAULS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Saint Pauls Jersey LLC 4403 15th Ave Suite 220 Brooklyn NY 11219 Business Description: Saint Pauls Jersey LLC owns and leases real estate property at 7 Saint Pauls Ave in Jersey City, New Jersey. Chapter 11 Petition Date: July 18, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-43414 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Brett Silverman, Esq. SILVERMAN LAW PLLC 4 Terry Terrace Livingston NJ 07039 Tel: 646-779-7210 E-mail: brett@getconciergelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Samuel Kahan as authorized signatory. The petition was filed without the Debtor's list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/SSOMKXY/Saint_Pauls_Jersey_LLC__nyebke-25-43414__0001.0.pdf?mcid=tGE4TAMA SCHUMACHER GROUP: S&P Rates New $600MM First-Lien Term Loan B 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to the proposed $600 million first-lien term loan B due 2032 issued by The Schumacher Group of Delaware Inc.'s (d/b/a SCP) subsidiary Onex TSG Intermediate Corp. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. S&P's 'B' issuer credit rating on SCP is unchanged. SCP intends to use the proceeds from this loan to repay about $510 million of its outstanding term loan B, pay related fees, and add cash to its balance sheet. S&P said, "Although the company's S&P Global Ratings-adjusted leverage has remained below 5x for the last few quarters, we assume its leverage will rise above 5x and generally remain at that level due to its financial-sponsor ownership, which reflects our belief that private-equity investors are comfortable with high levels of leverage and are likely to prioritize debt-financed growth initiatives or shareholder returns over maintaining a more-conservative capital structure." S&P said, "Although we expect the transaction could cause SCP's S&P Global Ratings-adjusted free operating cash flow to debt to fall below our 2% downgrade trigger in 2025, we expect this would be temporary and forecast a material improvement in its cash flow generation in 2026. We also expect the company will increase its revenue by the low-single digit percent area in 2025 and 2026, supplemented by new contract wins that enable it to sustain EBITDA margins in the 7%-8% range. We also anticipate that SCP's working capital will become less of a headwind, given the improvement in the processing of claims subject to arbitration under the No Surprises Act (NSA)." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Pro forma for this transaction, SCP's capital structure will comprise a $210 million revolving credit facility due 2029 and a $600 million first-lien term loan B due 2032. -- S&P valued the company on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA. -- S&P assumes the revolver will be 85% drawn at default and SCP's margins rise following a breach in its financial covenants. -- For the company to default, S&P estimates its EBITDA would need to decline significantly, representing a distinct decline in demand for temporary staffing or an increase in labor inflation not offset by increased reimbursement. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA at emergence: $76 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $396 million -- Value available to first-lien creditors: $396 million -- First-lien debt: $790 million --Recovery expectations: 50%-70% (rounded estimate: 50%) Note: All debt amounts include six months of prepetition interest. SD BACKYARD: Seeks to Hire Fennemore LLP as Counsel --------------------------------------------------- SD Backyard, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Fennemore LLP as counsel. The firm will provide these services: a. advise, consult with, and assist the Debtor with regard to the pending litigation; b. prepare all necessary pleadings and court documents as required by the Office of the United States Trustee and this Court; c. analyze and if appropriate, oppose any motions for relief from stay; d. assist in representing the Debtor in contested matters and other hearings before this Court and appear at all necessary court hearings; e. assist with respect to the preparation of monthly operating reports, applications, plan of reorganization and orders; and f. advise, consult with, and otherwise represent the Debtor in connection with such other matters as may be necessary for the duration of this bankruptcy case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtor paid Fennemore a total of $65,000 in fees and costs for various pre-petition legal services, including for tasks related to the Debtor's financial condition, debtor/creditor rights issues, and tasks prior to the filing of the Chapter 11 case. Mr. Rudoph 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: Gary B. Rudoph, Esq. Kathleen Cashman-Kramer, Esq. Fennemore LLP 600 B Street, Suite 1700 San Diego, CA 92101 Tel: (619) 233-4100 Fax: (619) 231-4372 Email: grudolph@fennemorelaw.com About SD Backyard, LLC SD Backyard, LLC is a San Diego-based restaurant group that operates multiple Asian cuisine restaurants including Steamy Piggy, Formoosa, Yun, Viet Nom, and Oi Shiba. SD Backyard sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 25-02776) on July 1, 2025. In its petition, the Debtor reported estimated assets between $50,000 and $100,000 and estimated liabilities between $500,000 and $1 million. The Debtor is represented by Gary B. Rudolph, Esq., at Fennemore, LLP. SHARPLINK GAMING: Replaces Cherry Bekaert with KPMG as Auditor -------------------------------------------------------------- SharpLink Gaming, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on July 7, 2025, the Company dismissed Cherry Bekaert LLP as independent registered public accounting firm. The dismissal of CB was approved by the Audit Committee of the Board of Directors of the Company. CB's reports on the Company's 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 principle, except that the audit report on the consolidated financial statements of the Company for the years ended December 31, 2024 and December 31, 2023 contained an explanatory paragraph regarding the Company stating that there was substantial doubt about the Company's ability to continue as a going concern. For the fiscal years ended December 31, 2024 and 2023 and during the subsequent periods through the date of this Current Report on Form 8-K, there were no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K) between the Company and CB 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 CB, would have caused CB to make reference to the subject matter of the disagreements in connection with CB's report on the Company's financial statements for such fiscal year. For the fiscal years ended December 31, 2024 and 2023 during the subsequent periods through the date of this report, there were no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K). Following CB's dismissal, the Audit Committee approved the appointment of KPMG LLP as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2025. During the Company's two most recent fiscal years ended December 31, 2024 and December 31, 2023, and for the subsequent period through July 7, 2025, neither the Company nor anyone on its behalf consulted KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K. About SharpLink Gaming SharpLink Gaming, Inc., operates as a marketing partner to sportsbooks and online casino gaming operators globally. SharpLink Gaming operates as a marketing partner to sportsbooks and online casino gaming operators globally. Based in Minneapolis, Minnesota, the Company operates PAS.net, an affiliate marketing network that facilitates player acquisition and engagement for regulated iGaming operators. It also manages a portfolio of state-specific affiliate websites targeting local sports betting and online casino audiences. It also manages a portfolio of state-specific affiliate websites targeting local sports betting and online casino audiences. Cherry Bekaert LLP, the Company's auditor since 2022, included a "going concern" qualification in its audit report dated March 14, 2025, for the fiscal year ended December 31, 2024. The firm cited recurring losses and negative operating cash flows as factors that raise substantial doubt about the Company's ability to continue operating. The Company has a track record of net losses and noted that it may be unable to achieve or sustain profitability going forward. The Company experienced net income of $10,099,619 for the year ending Dec. 31, 2024, compared to a net loss of $14,243,182 for the years ended Dec. 31, 2023. As of Dec. 31, 2024, the Company had an accumulated deficit of $(77,808,959). SHERWOOD HOSPITALITY: Seeks Continued Cash Collateral Access ------------------------------------------------------------ Sherwood Hospitality Group, LLC and DVKOCR Tigard, LLC asked the U.S. Bankruptcy Court for the District of Oregon to extend their authority to use cash collateral from July 17 to August 17, ensuring uninterrupted financial operations while restructuring. The proposed order, agreed upon with secured creditors L-O Sherwood Finance, LLC and L-O Tigard Finance, LLC, includes: 1. Updated adequate protection payments under 11 U.S.C. section 362(d)(3)(B), reflecting revised timing and amounts. 2. Continued use of existing cash management systems under the same conditions as prior orders. 3. Assurance that all other terms in the original cash collateral order remain in full effect. The Debtors argued that this modification provides a necessary and efficient legal mechanism to continue operations, maintain creditor confidence, and progress toward financial reorganization. They requested swift court approval of the stipulated order to avoid disruption in funding. As previously reported by the Troubled Company Reporter, Sherwood Hospitality owns a 60% interest in the Sherwood property where a Hampton Inn & Suites is located, while DVKOCR owns 100% of the Tigard property, also hosting a Hampton Inn & Suites. Both properties are managed by Evergreen Hospitality Group for asset management while day-to-day operations are handled by Resolution Road Hospitality (RRH), a management company. The Debtors have accounts at Wells Fargo subject to Deposit Account Control Agreements in favor of secured creditors L-O Sherwood Finance, LLC and L-O Tigard Finance, LLC. L-O Sherwood and L-O Tigard have substantial equity cushions (28% and 23%, respectively) and continuing liens in post-petition property. Sherwood Hospitality is under contract to sell the Sherwood property and hotel for $15.5 million in May 2025, which is expected to satisfy the claim of L-O Sherwood and provide additional funds for creditors. The Debtors proposed to provide protection through these equity cushions and by granting additional or replacement liens as permitted under the Bankruptcy Code. They also plan to allow L-O Sherwood and L-O Tigard to retain control over the cash collateral, ensuring transparency and oversight. About Sherwood Hospitality Group Sherwood Hospitality Group LLC, doing business as Hampton Inn Sherwood Portland, operating as Hampton Inn Sherwood Portland, is a hospitality company based in Sherwood, Oregon. The Company manages a hotel offering amenities like free breakfast, free Wi-Fi, a heated indoor pool, and a fitness center. Sherwood Hospitality Group LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Or. Case No. 25-30484) on February 17, 2025. In its petition, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Judge Peter C. Mckittrick handles the case. The Debtor is represented by Douglas R. Ricks, Esq., at Sussman Shank, LLP. SHOREVIEW HOLDING: Hires HMP Advisory as Financial Advisor ---------------------------------------------------------- Shoreview Holding, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Texas to employ HMP Advisory Holdings, LLC, dba Harney Partners as financial advisor. The firm's services include: a. assisting the Debtors and their counsel with case strategy development, data gathering, and financial analysis, as needed; b. assisting the Debtors with required reporting in these Chapter 11 Cases, including Monthly Operating Reports; c. reviewing, amending, and supplementing the Debtors' filed Schedules of Assets and Liabilities and Statements of Financial Affairs; d. developing and maintaining thirteen-week cash forecasts and any budget-to-actual reporting or other reporting as may be required by potential debtor-in-possession financing; and e. developing financial projections, liquidation analysis, claims analysis and reconciliation, and other analysis, as needed. The firm will be paid at these rates: President / EVP / COO $700 to $800 per hour Managing Director $550 to $700 per hour Sr. Manager / Director $400 to $550 per hour Manager $350 to $450 per hour Sr. Consultant $275 to $400 per hour Support Staff $180 to $300 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. White, 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: Erik White Harney Partners 8911 N Capital of Texas Hwy, Suite 2120 Austin, TX 78759 Te: (512) 892-0803 Email: ewhite@harneypartners.com About Shoreview Holding Shoreview Holding, LLC a company in Austin, Texas, and five affiliates filed Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 25-10566) on April 24, 2025. In its petition, Shoreview Holding reported between $50 million and $100 million in both assets and liabilities. Judge Shad Robinson handles the cases. The Debtors are represented by Stephen J. Humeniuk, Esq., at Troutman Pepper Locke, LLP. SOLUNA HOLDINGS: Sets August 18 for 2025 Annual Meeting ------------------------------------------------------- Soluna Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the board of directors established August 18, 2025, as the date of the Company's 2025 annual meeting of stockholders and the close of business on June 30, 2025, as the record date for the determination of stockholders entitled to receive notice of and vote at the 2025 Annual Meeting. The time and location of the 2025 Annual Meeting will be specified in the Company's proxy statement for the 2025 Annual Meeting to be filed with the U.S. Securities and Exchange Commission. 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. SOUTH COAST EQUIPMENT: Unsecureds Will Get 10.59% over 60 Months ---------------------------------------------------------------- South Coast Equipment LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement for Small Business describing Plan of Reorganization. The Debtor, a Florida corporation, was founded in June 2013. David Presmanes is the 100% owner and president. The Debtor is a ground work construction company specializing in land clearing, demolition and excavation. The Debtor's current place of business is at 21313 SW 147th Avenue, Miami, Florida 33187. The business is run from a leased modular office located on property owned by the President of South Coast Equipment LLC, David Presmanes. David Presmanes is the president and the 100% owner and sole shareholder of the Debtor. Two major projects did not turn out as anticipated. One particular project for Landmark Structural and Onyx, the Debtor was not paid for a substantial portion of work completed. Another project for CJM Construction resulted in litigation after the COVID-19 pandemic caused delays and material costs to skyrocket almost 300%. Additionally, the Debtor fell behind on several other projects causing a decline in revenue. In addition, the Debtor had an unusually slow year in 2024. Class 8 consists of fourteen allowed unsecured claims totaling $702,632.30. This class will receive a pro rata distribution of $74,400.00 or 10.59%, which is more than they would receive in a Chapter 7 liquidation. Distributions will be made over 60 months in 20 quarterly payments in a "step-up" payment scheme. For the first 24 months of the Plan, creditors will share $300.00 per quarter on a pro rata basis. During the last 36 months of the Plan, the 12 quarterly payments shall be in the amount of $6,000.00 each. This class is impaired. Note: VHLG legal fees are estimated at $48,000.00. For the first 24 months of the Plan, Debtor will pay up to $2,000.00 per month towards Court approved legal fees. Payments and distributions under the Plan will be funded by income generated from the revenues received from the operation of Debtor's ground construction business as shown in the attached Projections. Accordingly, the Debtor is able to perform all of its obligations under the Plan and the Plan satisfies the requirements or conditions set forth in Section 1129(a)(11) of the Code. A full-text copy of the Disclosure Statement dated June 30, 2025 is available at https://urlcurt.com/u?l=SI2XOL from PacerMonitor.com at no charge. Counsel to the Debtor: Chad Van Horn, Esq. Van Horn Law Group, P.A. 500 NE 4th Street #200 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 Email: Chad@cvhlawgroup.com About South Coast Equipment LLC South Coast Equipment LLC in Miami, FL, is a ground work construction company specializing in land clearing, demolition and excavation. The Debtor sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-19043) on Sept. 3, 2024, listing $618,928 in assets and $1,219,748 in liabilities. David Presmanes as president, signed the petition. Judge Laurel M. Isicoff oversees the case. VAN HORN LAW GROUP, P.A., serves as the Debtor's legal counsel. SOUTHERN AUTO: Court Extends Cash Collateral Access to Aug. 1 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, New Bern Division, authorized Southern Auto Parts, Inc. to use cash collateral for the period from July 1 to August 1. The sixth interim order signed by Judge David Warren authorized the Debtor to use cash collateral to pay the operating expenses set forth in its budget, with a 10% variance allowed. The budget projects total operational expenses of $258,671.73 for the interim period. The creditors that assert an interest in the Debtor's cash collateral are General Parts Distribution, LLC, Carolina Small Business Development Fund, House-Hasson Hardware Company, First-Citizens Bank & Trust Company, and the U.S. Small Business Administration. As protection, the secured creditors were granted post-petition lien and security interest in all property of the Debtor with the same priority as their pre-bankruptcy lien and security interest. As additional protection, First-Citizens, the current holder of several loans, will be granted a superpriority administrative expense claim to the extent the use, sale, or lease of its collateral results in a decrease in its interest therein. General Parts Distribution, LLC is represented by: Kelly C. Hanley, Esq. P.O. Box 1000 Raleigh, NC 27602 Telephone: (919) 981-4000 Facsimile: (919) 981-4300 khanley@williamsmullen.com Carolina Small Business Development Fund is represented by: James R. Vann, Esq. Vann Attorneys, PLLC 3110 Edwards Mill Rd., Ste. 210 Raleigh, NC 27612 Telephone: (919) 510-8585 Facsimile: (919) 510-8570 jrvann@vannattorneys.com House-Hasson Hardware Company is represented by: Jason L. Rogers, Esq. Hodges, Doughty & Carson, PLLC P.O. Box 869 Knoxville, TN 37901-0869 Telephone: (865) 292-2307 jrogers@hdclaw.com First-Citizens Bank & Trust Company is represented by: Paul A. Fanning, Esq. Ward and Smith, P.A. P.O. Box 8088 Greenville, NC 27835-8088 Telephone: 252.215.4000 Facsimile: 252.215.4077 paf@wardandsmith.com About Southern Auto Parts Southern Auto Parts, Inc., formerly known as Trenton Auto Parts, Inc., owns and operates an auto parts store in Trenton, N.C. Southern Auto Parts filed Chapter 11 petition (Bankr. E.D.N.C. Case No. 25-00294) on January 27, 2025, with $1 million to $10 million in both assets and liabilities. Jared L. Beverage, president of Southern Auto Parts, signed the petition. Judge David M. Warren presides over the case. Joseph Zachary Frost, Esq., at Buckmiller & Frost, PLLC is the Debtor's legal counsel. SOUTHERN GOURMET: Hires Robert K. Frisch as Attorney ---------------------------------------------------- Southern Gourmet Kitchen, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Law Office of Robert K. Frisch as attorney to handle its Chapter 11 case. The firm will be paid at $300 per hour. The firm has been paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert K. Frisch, Esq., a partner at Law Office of Robert K. Frisch, 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: Robert K. Frisch, Esq. Law Office of Robert K. Frisch 15150 Preston Road Street, Suite 240 Dallas, TX 75248 Tel: (972) 386-3940 About Southern Gourmet Kitchen, LLC Southern Gourmet Kitchen, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 25-41761) on June 19, 2025. The Debtor hires Law Office of Robert K. Frisch as counsel. ST. AGUSTIN: Hires Godreau & Gonzalez LLC as Legal Counsel ---------------------------------------------------------- St. Agustin Housing Associates, L.P. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Godreau & Gonzalez Law, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include the preparation of the Debtor's plan of reorganization, representation of the Debtor in adversary proceedings and other legal services in connection with the case. The firm will charge these fees: Partners $175 per hour Associates $150 per hour Paralegals $110 per hour The Debtor paid the firm a retainer of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rafael Gonzalez Valiente, Esq., at Godreau & Gonzalez, disclosed in court filings that he and other employees of his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Godreau & Gonzalez can be reached through: Rafael Gonzalez Valiente, Esq. Godreau & Gonzalez Law, LLC P.O. Box 9024176 San Juan, PR 00902-4176 Tel: (787) 726-0077 Email: rgv@g-glawpr.com About St. Agustin Housing Associates, L.P. St. Agustin Housing Associates, L.P., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 25-02511). The Debtor hires Godreau & Gonzalez Law, LLC as counsel. SUNDANCE LIVING: To Close Outlet Due to Rising Financial Pressure ----------------------------------------------------------------- Paighten Harkins of The Salt Lake Tribune reports that Sundance Living, the apparel and home décor catalog business formerly known as Sundance Catalog, appears to be winding down operations as financial pressure mounts from artisans claiming the company owes them more than $2 million. On Thursday, July 17, 2025, the company launched a "CLOSING SALE" on its website, declaring "Everything Must Go." Signs at its Salt Lake City outlet in the Sugar House neighborhood echoed the message with "Entire store on sale!" Meanwhile, customers received emails stating the sale applied to all 16 of Sundance's retail locations. The developments follow the filing of an involuntary bankruptcy petition earlier this month by five vendors -- Kyra Kreations Inc., Volo Fin Pte. Ltd., Aalamwaar Inc., Malani Impex Inc., and Fashion Avant Garde Designs Pvt. Ltd. -- seeking to force Sundance Living into bankruptcy. Unlike voluntary filings, an involuntary petition is initiated by creditors when they believe a debtor is unable to meet its financial obligations, according to The Salt Lake Tribune. Sundance Living CEO Laura Barrett and attorneys representing both the company's assignee and the creditors declined to comment. Court documents show that Sundance Catalog transferred its assets on June 25, 2025 to Corbin Liquidation LLC through a general assignment for the benefit of creditors, a state-level alternative to bankruptcy that allows an assignee to liquidate assets and pay creditors in order of priority. Corbin's attorneys argue the process is quicker, less costly, and more efficient than bankruptcy proceedings. The decision followed what Corbin described as a prolonged period of financial distress and failed attempts to secure new funding or sell the business as a going concern. The agreement, according to filings, was negotiated with full support from Sundance’s senior secured creditors, who are owed approximately $134.5 million plus interest and fees, the report states. Since late June, Corbin has been managing Sundance's operations to sell off remaining inventory and begin a broader liquidation process. As a result, Corbin's legal team has asked the court to dismiss the involuntary bankruptcy petition, the report relays. Sundance Catalog, launched as a retail spinoff of Robert Redford's Sundance Mountain Resort in Utah's Provo Canyon, built a loyal following with its curated selection of handcrafted jewelry, clothing, and furnishings that embraced a rugged Americana aesthetic. Redford and then-CEO Bruce Willard sold the company to financial investors in 2004; the resort itself was sold in 2020, according to report. In recent years, both customers and suppliers have criticized a decline in product quality. By May 2025, several artisans had gone public with concerns over unpaid invoices and missing inventory, while still expressing hope that the brand could be revived. Last week, a news outlet in Connecticut reported that the Sundance store in Westport was in liquidation and preparing to close. At the Salt Lake City location Thursday, July 17, 2025, store employees told customers that all merchandise was 30% off, with even store fixtures available for purchase, the report states. About Sundance Living Sundance Living, formerly known as Sundance Catalog, is a apparel and home décor catalog business formerly known as Sundance Catalog. SUNSET PALM: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Sunset Palm Villas Condominium Association, Inc., according to court dockets. About Sunset Palm Villas Condominium Association Inc. Sunset Palm Villas Condominium Association Inc. oversees the management and maintenance of the Sunset Palm Villas residential complex located in Miami, Florida. The association handles property operations, common area upkeep, and enforces community regulations on behalf of unit owners. Sunset Palm Villas Condominium Association Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-17036) on June 21, 2025. In its petition, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Corali Lopez-Castro handles the case. The Debtors are represented by Robert Reynolds, Esq., at the Law Offices of Robert E. Reynolds, P.A. T&S FOOD: Hires Clark Hill PLC as Bankruptcy Counsel ---------------------------------------------------- T&S Food Services II, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Clark Hill PLC as bankruptcy counsel. The firm's services include: (a) preparing the bankruptcy schedules, statement of financial affairs, and other ordinary and customary documents relating to a chapter 11 case; (b) preparing, on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and other legal papers as required by applicable bankruptcy or non-bankruptcy law, as dictated by the demands of the case, or as required by the Court, and representing the Debtor in any hearings or proceedings related thereto; (c) appearing in Court and protecting the interests of the Debtor before the Court; and (d) performing all other necessary or desirable legal services in connection with this Chapter 11 Case. The firm will be paid at these rates: Kevin H. Morse $875 per hour Karen Grivner $865 per hour Travis Eliason $785 per hour Kenny Chiaghana $515 per hour Kelly Webster (Paralegal) $395 per hour Prior to the filing of Chapter 11 case, the Debtor was paid an advance retainer in the amount of $80,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin H. Morse, a partner at Clark Hill PLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kevin H. Morse, Esq. Clark Hill PLC 130 E. Randolph Street, Suite 3900 Chicago, IL 60601 Telephone: (312) 965-5556 Facsimile: (312) 985-5999 Email: kmorse@clarkhill.com About T&S Food Services II T&S Food Services II LLC operates franchise locations of national restaurant brands, including Starbucks and Denny's. T&S Food Services II sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-11178) on June 19, 2025. In its petition, the Debtor reported estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Judge Thomas M. Horan handles the case. The Debtor is represented by Karen M. Grivner, Esq., at Clark Hill. Reliable Companies doing business as Reliable is the Debtor's claims and noticing agent. T&S FOOD: Hires Haynie & Company as Accountant ---------------------------------------------- T&S Food Services II, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Haynie & Company as accountant. The firm will provide these services: (a) prepare the GAAP Basis Financial Statements for the monthly periods and year ended December 31, 2025, including any bookkeeping entries necessary in connection with preparation of the GAAP Basis Financial Statements (the "Financial Statement Services"); (b) prepare the Debtor's 2024 Federal income tax return (the "Tax Preparation Services"); and (c) perform services related to the Debtor's Chapter 11 Case and the sale of the Debtor's restaurants, as more fully set forth in the Engagement Agreement (the "Bankruptcy Services"). The firm will be paid at these rates: a. Bankruptcy Services $100 to $450 per hour; b. Financial Statement Services $7,000 monthly fee plus a $794 technology fee per month; c. Tax Preparation Services $4,000 flat fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. McLeskey, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael D. McLeskey, CPA Haynie & Company 1230 West Washington Street, Suite 401 Tempe, AZ 85288 Tel: (602) 962-3007 Fax: (602) 274-1313 About T&S Food Services II T&S Food Services II LLC operates franchise locations of national restaurant brands, including Starbucks and Denny's. T&S Food Services II sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-11178) on June 19, 2025. In its petition, the Debtor reported estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Judge Thomas M. Horan handles the case. The Debtor is represented by Karen M. Grivner, Esq., at Clark Hill. Reliable Companies doing business as Reliable is the Debtor's claims and noticing agent. T&S FOOD: Hires National Franchise Sales as Franchise Broker ------------------------------------------------------------ T&S Food Services II, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ National Franchise Sales, Inc. as franchise broker. The firm's services includes: a. providing the Debtor with advice and assistance in connection with potential sale or other transactions; b. assisting the Debtor in considering and analyzing such transactions; c. negotiating the financial aspects of prospective transactions; d. providing written or oral testimony before the United States Bankruptcy Court for the District of Delaware regarding the marketing process in which NFS has been engaged and the proposed terms and conditions of prospective transactions; and e. creating and maintain an electronic data room for use by any person authorized by the Debtor to access confidential information concerning the franchised restaurant business. The firm will be paid at these rates: a. a commission of$20,000 per restaurant location operated by the Debtor which is sold or transferred to a Purchaser; or b. ten percent of the Aggregate Consideration to be paid in each sale or other transaction. The Debtor has agreed to pay a marketing fee of $10,000 for the development of the requisite marketing materials and for various advertising related to the sale of the assets. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Gallup, 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: Alan F. Gallup National Franchise Sales 1601 Dove Street, Suite 150, Newport Beach, CA 92660 Tel: (949) 428-0480 About T&S Food Services II T&S Food Services II LLC operates franchise locations of national restaurant brands, including Starbucks and Denny's. T&S Food Services II sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-11178) on June 19, 2025. In its petition, the Debtor reported estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Judge Thomas M. Horan handles the case. The Debtor is represented by Karen M. Grivner, Esq., at Clark Hill. Reliable Companies doing business as Reliable is the Debtor's claims and noticing agent. TALEN ENERGY: S&P Affirms 'BB-' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings affirmed its 'BB-' rating on Talen Energy Supply LLC. The outlook remains stable. We will reassess the issue-level and recovery ratings when the company finalizes its financing plan for the acquisition. Including acquisition debt and incremental earnings from the Caithness assets, we forecast debt to EBITDA of about 4.0x and free operating cash flow (FOCF) to debt of about 13% for 2026 and 2027. Talen Energy Supply LLC announced that it has entered into a definitive agreement to acquire two natural gas fired assets, Moxie Freedom Energy Center and Guernsey Power Station from Caithness Energy LLC. Talen expects to issue $3.8 billion in new debt to fund the acquisition, using both secured and unsecured debt financing. S&P said, "We view the acquisition favorably from a business risk perspective. Both Moxie Freedom and Guernsey will add nearly 2.9 gigawatts (GW) of capacity to Talen's portfolio, increasing it to about 13.6 GW from 10.7 GW. The assets are also one of the newest combined-cycle gas turbines (CCGT) in the PJM, with Moxie commissioned in 2018 and Guernsey in 2023. Both assets have highly competitive heat rates of around 6,500 Btu per kilowatt-hour (kWh), and we therefore expect them to operate with high capacity factors. As Talen's existing generation fleet includes a considerable amount of peaking capacity, we consider the addition of these two assets as improving the company's competitive profile. At about 75%-80% expected dispatch, the two facilities will collectively generate about 19 terawatt-hours (TWh) of energy. For reference, Talen's entire fleet generated about 38 TWh of energy in 2024, of which Susquehanna nuclear represented 47%. "The acquisition also reduces Talen's reliance on Susquehanna, which has driven earnings and cash flow for the company. Post-acquisition, we expect Susquehanna to represent about 40% of Talen's EBITDA, versus 50%-60% currently. We also expect both Moxie Freedom and Guernsey to constitute about 25% of Talen's EBITDA." Credit ratios have weakened due to the fully debt-financed acquisition. Talen will issue $3.8 billion in new debt to fund the acquisition. S&P said, "While the assets will add meaningful earnings and cash flow, given the acquisition's fully debt funded nature, we expect Talen's credit metrics to deteriorate. For 2026 and 2027, we now expect debt to EBITDA of about 4x and FOCF to debt of about 13%. Under our prior forecast, Talen's credit ratios were considerably stronger, with forecast debt to EBITDA of around 2.75x and and FOCF-to-debt of 14%-16% for 2026 and 2027." That said, PJM's 2026-2027 base residual auction results should be announced on July 22. If the auction price hits the cap at $325/MW-day (versus our modeling assumption of $275/MW-day), S&P Talen's forecast credit metrics would improve to debt to EBITDA of about 3.6x-3.75x and FOCF to debt of 14%-15%. S&P said, "In line with Talen's financial policy of maintaining leverage in the 3.5x area, we expect the company to prioritize debt reduction over shareholder returns if necessary. Of its authorized $3 billion repurchase program, the company has thus far bought back about $2 billion in shares. We expect Talen will prudently manage its capital allocation priorities and deleverage its balance sheet, if required, to achieve its stated leverage targets. "The stable outlook reflects our expectation of strong gross margins and EBITDA largely due to the currently supportive energy and capacity price environment. Because of the incremental debt, we now expect S&P Global Ratings-adjusted debt to EBITDA of around 4.0x and FOCF to debt around 13% for 2026 and 2027." S&P could lower its ratings on Talen if S&P Global Ratings-adjusted debt to EBITDA increases and remains above 4.0x, or free cash flow to debt declines and sustains below 10%. This could be as a result of: -- Sizable debt-funded shareholder dividends, or share buybacks; -- A decrease in power prices, capacity prices, or energy spreads affecting the company's nonnuclear fleet; or -- Operational missteps leading to extended outages or technical problems resulting in a decline in earnings. THOMPSON ELECTRIC: Court Extends Cash Collateral Access to Aug. 8 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee entered an agreed interim order authorizing Thompson Electric, Inc. to continue using cash collateral. The interim order penned by Judge Nancy King authorized the Debtor's interim use of cash collateral through August 8 to fund its business operations. The creditors that may have liens on the Debtor's assets are ServisFirst Bank and FCCI Insurance Company. To protect the interests of ServisFirst and FCC, the Debtor will provide the secured creditors with replacement liens on assets it acquires after the bankruptcy filing, with the same priority and extent as the secured creditors' pre-bankruptcy liens. The value of the collateral is expected to be maintained or increased via continued business activity. In addition, ServisFirst will continue to receive payments of $7,500 per week during the interim period. The final hearing will be held on August 5. About Thompson Electric Inc. Thompson Electric, Inc. is an electrical service provider based in Lebanon, Tenn., specializing in residential and commercial electrical installations, repairs and large-scale projects. Thompson Electric filed Chapter 11 petition (Bankr. M.D. Tenn. Case No. 25-01471) on April 7, 2025, listing between $1 million and $10 million in both assets and liabilities. Jon Thompson, president of Thompson Electric, signed the petition. Judge Nancy B. King oversees the case. R. Alex Payne, Esq., at Dunham Hildebrand Payne Waldron, PLLC, represents the Debtor as legal counsel. ServisFirst Bank, as secured creditor, is represented by: Thomas H. Forrester, Esq. Gullett, Sanford, Robinson & Martin, PLLC 150 Third Avenue South, Suite 1700 Nashville, TN 37201 Phone: (615) 244-4994 Fax: (615) 256-6339 tforrester@gsrm.com; djames@gsrm.com FCCI Insurance Company, as secured creditor, is represented by: Joshua K. Chesser, Esq. Stites & Harbison, PLLC SunTrust Plaza 401 Commerce Street, Suite 800 Nashville, TN 37219 Phone: (615) 782-2202 Fax: (615) 782-2371 jchesser@stites.com US COATING: Gets Extension to Access Cash Collateral ---------------------------------------------------- US Coating Specialists, LLC received another extension from the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to use cash collateral. The interim order penned by Judge Mindy Mora authorized the Debtor's continued use of cash collateral to pay the amounts expressly authorized by the court, including payments to the U.S. trustee for quarterly fees; the expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and additional amounts subject to approval by its lenders. This authorization will continue until further order of the court. The U.S. Small Business Administration and Leaf Capital Funding, LLC may assert an interest in the cash collateral. As protection for the Debtor's use of their cash collateral, both lenders were granted a post-petition lien on the cash collateral to the same extent and with the same validity and priority as their pre-bankruptcy lien. As additional protection to its lenders, the Debtor was ordered to keep its property insured as per their loan and security agreements. The next hearing is scheduled for July 29. About US Coating Specialists US Coating Specialists, LLC is a licensed commercial roofing company in Florida, offering services like SPF spray foam, silicone, and metal roofing. It also provides roof repairs, maintenance, and emergency services for commercial and industrial buildings. The company works with trusted partners and offers financing options for new roofing systems. US Coating Specialists filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 25-11972) on February 25, 2025, listing up to $10 million in both assets and liabilities. Anthony Flett, chief executive officer of US Coating Specialists, signed the petition. Judge Mindy A. Mora oversees the case. Mark F. Robens, Esq., at Stichter, Riedel, Blain, & Postler P.A., represents the Debtor as legal counsel. Leaf Capital Funding, LLC, as lender, may be reached at: Brian Kestenbaum Manager 110 S. Poplar Street, Suite 101 Wilmington, DE 19108 Email: sbarnett@leafnow.com US STEEL: S&P Raises ICR to 'BB+' on Acquisition by Nippon Steel ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U. S. Steel Corp. to 'BB+' from 'BB-'. At the same time, S&P raised its issue-level ratings on the company's senior unsecured and secured debt to 'BB+' respectively, the '3' recovery ratings remain unchanged. The stable outlook reflects S&P's expectation that U. S. Steel will sustain debt to EBITDA between 2x and 3x over the next 12 to 24 months based on our forecast for positive EBITDA growth due to supportive market conditions, the ramp up of its new mini-mill, and potential operational efficiency gains from new owner Nippon Steel, counterbalanced by $10.8 billion of National Security Agreement (NSA) investment commitments over the coming years. U. S. Steel Corp. is now a 100% owned subsidiary of Nippon Steel Corp. (BBB/Negative/--) and S&P views it as unlikely to be sold and important to the group's strategy. S&P expects strong earnings over the next couple of years from the supportive tariff environment, growing value-add steel mini-mill production, but risk of earnings volatility in U. S. Steel's earnings and cash flow remains from its less flexible and higher cost integrated steel assets and large capital expenditure (capex) plans. S&P said, "The higher rating reflects the fact that U. S. Steel is now a 100% owned subsidiary of Nippon Steel. As part of Nippon Steel, we view U. S. Steel as unlikely to be sold and important to the group's strategy of expanding in overseas markets like the U.S., in which there is growing demand for domestic and high-grade steel, amid the tough business environment in Japan and Asia. While there is no existing track record to indicate the extent of group support from Nippon Steel, we believe U. S. Steel could solicit stronger group support from the parent over time given the presence of the National Security Agreement (NSA) Golden Share and the strategic importance of the U.S. market to Nippon Steel's long-term strategy." As a result, the higher rating for U. S. Steel reflects our expectation that U. S. Steel would receive extraordinary support from the group in most circumstances. To complete the acquisition, satisfy national security risks identified by CFIUS, and gain President Trump's approval, U. S. Steel, Nippon Steel, and Nippon Steel North America entered into a NSA, which granted the U.S. government a class G preferred share (Golden Share) that provides consent rights on non-ordinary course business decisions. S&P does not see the NSA or Golden Share as a major constraint on Nippon Steel's ability to operate and govern U. S. Steel. S&P said, "We believe the $10.8 billion of NSA investment commitments increase U. S. Steel's financial risk over the coming years. U. S. Steel should benefit from a supportive tariff environment that will boost integrated steel production and improving EBITDA and cash generation in the coming years from completed capacity investments and lines in the mini-mill segment. That said, we believe there is risk to U. S. Steel's financial flexibility being reduced due to possible sustained free operating cash flow (FOCF) deficits from the large spending under the multiyear strategic investment plan as part of the NSA. We have started building the $10.8 billion of capital investment into our forecast, with spending starting to ramp up more meaningfully in 2026 to $1 billion and increasing to $2 billion to $3 billion per year until 2030. This is in addition to $700 million to $750 million of annual sustaining capex spending over the next five years. As result, we believe the company could sustain negative FOCF in 2026 onward. Based on assumed capex, we forecast between $300 million and $400 million of negative FOCF in 2026 and increasing in 2027. We assume the company will fund the capital required through U. S. Steel's cash flows and future debt issued at the U. S. Steel level. While the NSA outlines investment projects between now and 2028, the timing of cash outlays related to each project may be different and the company must pay or commit to pay the investments by 2028. As such, we believe there is sufficient flexibility in the NSA for U. S. Steel and Nippon Steel to spread out cash outlays related to capital commitments, and to operate the business and respond to market conditions as needed. "We expect the supportive U.S. steel market to result in stronger U. S. Steel earnings over the next couple of years, however risk of earnings volatility remains. Our expectation for growing steel consumption and supportive tariff environment in the U.S. could bolster U. S. Steel's earnings and cash flow, driving higher capacity utilization and gradual production growth over the next 12 to 24 months. We forecast EBITDA of $1.5 billion and $1.7 billion in 2025, strengthening to $1.7 billion to $1.9 billion in 2026. We see improvements in its footprint in recent years from EAF investments, installation of finishing lines, and capacity rationalization that could improve earnings stability going forward in addition to potential cost efficiencies and reductions under Nippon Steel's ownership, which we believe has industry leading technological capabilities. Profitability in the mini-mill segment is constrained at the moment due to startup costs as the BR2 mini-mill ramps up, but overall U. S. Steel's competitive position and profitability could improve as utilization increases over the next 12 months. At the same time, because of U. S. Steel's less flexible and higher cost integrated footprint, we believe the risk of large earnings swings remains. Most recently, the steel industry experienced a downturn in 2024 with average steel prices declining about 15%, reaching a low of $650 per ton, at which time EBITDA declined roughly 35%. Over time, if the lower-cost electric arc furnace (EAF) production, increasing product mix of value-added electrical steel, and a stronger integrated footprint from upcoming investment translate into more solid returns on capital, profitability, and cash flow in the coming years, we could see potential for a stronger assessment of its business. "The stable outlook reflects our expectation that U. S. Steel will sustain debt to EBITDA between 2x and 3x over the next 12 to 24 months based on our forecast for positive EBITDA growth due to supportive market conditions, the ramp up of its new mini-mill, and potential operational efficiency gains from new owner Nippon Steel. Our forecast reflects our expectation that capital spending related to the national security agreement in the coming 12 to 24 months could contribute to growing FOCF deficits." S&P could lower the rating if it expects the company to sustain large FOCF deficits resulting in leverage sustained over 4x for multiple years. S&P believes this could result if they experience: -- Faster or larger-than-anticipated cash outlays related to the NSA investment commitment resulting in increased debt burden -- Deteriorating market conditions or a less favorable steel tariff environment causes the competitive position of its blast furnaces to weaken before realizing any potential offsetting efficiency gains from Nippon Steel's revitalization plan and other investments. S&P could also lower the ratings on U. S. Steel if it lowers the rating on parent on Nippon Steel by more than one notch or its view of potential group support weakens. S&P could raise its rating on U. S. Steel if the company sustains leverage of 2x to 3x while we have greater understanding and visibility on the timing and size of cash outlays from the NSA capital investment. This could result if U. S. Steel: -- Generates strong cash flows over the next one to two years to help to fund the NSA capital investments, lowering the potential debt burden. -- Sustains stronger returns on capital, profitability, and cash flow in the coming years, confirming recent investments have resulted in a stronger competitive position. S&P's could raise the rating one notch without any changes at the parent rating. VEGAS CUSTOM: Hires Leavitt Legal Services as Counsel ----------------------------------------------------- Vegas Custom Glass LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Leavitt Legal Services, P.C. as counsel to handle its Chapter 11 case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Leavitt 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: James T. Leavitt, Esq. Leavitt Legal Services, P.C. 601 South 6th Street Las Vegas, NV 89101 Tel: (702) 385-7444 Fax: (702) 385-1178 Email: Jamestleavittesq@gmail.com About Vegas Custom Glass LLC Vegas Custom Glass, LLC provides glass and mirror services in Las Vegas, Nevada. The Company offers custom showers, frameless shower doors, storefront glass, glass repairs, and wine room enclosures for residential and commercial clients. It is licensed, bonded, insured, and accredited by the Better Business Bureau. Vegas Custom Glass, LLC in Las Vegas, NV, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 25-13929) on July 9, 2025, listing $298,039 in assets and $1,205,768 in liabilities. Vincent Regala as owner, signed the petition. LEAVITT LEGAL SERVICES, P.C. serve as the Debtor's legal counsel. WORLD WIDE INVESTMENT: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of World Wide Investment Services, LLC, according to court dockets. About World Wide Investment Services World Wide Investment Services, LLC is a real estate investment firm that holds special warranty deeds on multiple vacant land parcels along Maine Street, including those located at 604 and 370 Maine Street, as well as two additional parcels without assigned street addresses. The combined value of the Company's interests in these properties totals $13.13 million. World Wide Investment Services sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-03713) on June 16, 2025. In its petition, the Debtor reported total assets of $13,125,000 and total liabilities of $11,490,235. Judge Lori V. Vaughan handles the case. The Debtor is represented by Jonathan M. Sykes, Esq., at Nardella & Nardella, PLLC. ********* 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. 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