/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220408.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 8, 2022, Vol. 26, No. 97 Headlines 141 TROUTMAN: Seeks Cash Collateral Access 286 RIDER AVE.: Court Dismisses Chapter 11 Case 85 FLATBUSH RHO: Amends Unsecureds Claims Pay Details 85 FLATBUSH: Unsecureds to be Paid in One Year in Plan ACRO BIOMEDICAL: Staff Shortages Cause Delay in Form 10-K Filing ADHERA THERAPEUTICS: Delays Filing of 2021 Annual Report ADVANZEON SOLUTIONS: April 20 Hearing on Disclosure Statement ADVAXIS INC: Stockholders Approve Reverse Stock Split Proposal AERKOMM INC: Delays Filing of 2021 Annual Report ALL PRO MEDICAL: Seeks Bankruptcy Protection in New York ALTO MAIPO SPA: Okayed to Solicit Plan Votes, Settled Objections ARMATA PHARMACEUTICALS: Closes $45M Private Placement Final Tranche AVINGER INC: 2022 Annual Meeting Scheduled for June 3 BELLA VENEZIA: U.S. Trustee Unable to Appoint Committee BETTER 4 YOU: Wins Cash Collateral Access Thru April 29 BOY SCOUTS: Victims Attacked Abuse Deal for Halting Future Suits BSPV-PLANO LLC: Taps Grant Thornton as Financial Advisor BSPV-PLANO LLC: Taps Munsch Hardt Kopf & Harr as Bankruptcy Counsel CAMIERDA 1 LLC: Voluntary Chapter 11 Case Summary CAPACITY INSURANCE: A.M. Best Cuts Fin. Strength Rating to B(Fair) CEREMONY SALON: Wins Cash Collateral Access Thru April 23 CFN ENTERPRISES: Delays Filing of 2021 Annual Report CPE FEEDS: Wins Cash Collateral Access Thru April 14 CRYSTAL PACKAGING: Wins Cash Collateral Access CUENTAS INC: Incurs $10.7 Million Net Loss in 2021 DAYCO PRODUCTS: Moody's Rates New Senior Secured Term Loan 'B3' DDM LAND MANAGEMENT: Gets OK to Hire Stehlik Law Firm as Counsel DIOCESE OF CAMDEN: Insurers, Diocese Urge to Shield Clergy Names DIOCESE OF CAMDEN:Unsecured Either Get 75% Dividend or 50% of Claim DOLPHIN ENTERTAINMENT: Delays Filing of 2021 Annual Report EARTHSTONE ENERGY: S&P Assigns 'B' ICR on Bighorn Acquisition EAST ALEXANDER HOLDINGS: Seeks Cash Collateral Access ELI & ALI, LLC: Lender Says Further Amended Plan to Resolve Issues EPIQ GLOBAL: Moody's Hikes CFR to B3 & Rates New First Lien Debt B2 ETHEMA HEALTH: Needs More Time to File Form 10-K FAMILY FRIENDLY: Wins Cash Collateral Access Thru May 31 FIRST BRANDS: S&P Raises ICR to 'B+' Following 2021 Outperformance FLUSHING LANDMARK: Unsecureds Either Paid in Full or Get $20K FORE MACHINE: Wins Cash Collateral Access, $2.5MM DIP Loan FUEL DOCTOR: Delays Filing of 2021 Annual Report GAMESTOP CORP: Plans to Implement Class A Common Stock Split GAUCHO GROUP: Delays Filing of 2021 Annual Report GEX MANAGEMENT: Delays Filing of 2021 Annual Report GLOBAL MINISTRIES: S&P Withdraws 'CCC' Rating on 2009A Bonds GRATA CAFE: Wins Cash Collateral Access Thru April 23 GROM SOCIAL: Delays Filing of 2021 Annual Report GROWLIFE INC: Delays Filing of 2021 Annual Report H&H 272 GRAND: Voluntary Chapter 11 Case Summary HESS MIDSTREAM: Moody's Rates New Senior Unsecured Notes 'Ba2' HOLLY ENERGY: S&P Rates New $400MM Senior Unsecured Notes 'BB+' IMAGEWARE SYSTEMS: Delays Filing of 2021 Annual Report ION GEOPHYSICAL: Appoints Chief Administrative Officer ION GEOPHYSICAL: Delays Filing of 2021 Annual Report IRONSTONE PROPERTIES: Posts $523K Net Operating Loss in 2021 JACOB 17: Unsecureds Will be Paid 100% of Claims in 60 Months JERICHO EQUITY: Hits Chapter 11 Bankruptcy JOHNSON & JOHNSON: LTL Bankruptcy Dodges Thousands Asbestos Suits JP RAMBLE: Plan and Disclosures Deadline Extended to May 27 KENWOOD COMMONS: Files for Chapter 11 Bankruptcy Protection KOSMOS ENERGY: Enters Into New $250M Revolving Credit Facility LANDMARK 99: Seeks to Hire Jennifer Liu as Accountant LAUREL APPAREL: Case Summary & 20 Largest Unsecured Creditors LAUTERBACH LABORATORIES: Unsecureds Will Get 10% in 60 Months LIMETREE BAY: Unsecureds to Recover 0% to 2% in Liquidating Plan LUCKY STAR-DEER: Unsecureds Either Paid in Full or Get $22K M2 SYSTEMS CORPORATION: Taps Forefront CPA as Accountant MACY'S INC: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable MAJESTIC HILLS: Creditors to Get Proceeds From Liquidation MDWERKS INC: Delays Filing of 2021 Annual Report MEGNA REAL ESTATE: Court Approves Disclosure Statement MISSOURI CITY FUNERAL: Files for Bankruptcy Protection MKS INSTRUMENTS: Moody's Affirms Ba1 CFR & Rates New Term Loan Ba1 MUSCLEPHARM CORP: Needs More Time to File Form 10-K NEW MOUNTAIN: Wins Cash Collateral Access NORDIC AVIATION: Cash Collateral Access, $15MM DIP Loan OK'd NORTH RICHLAND HILLS: Wins Cash Collateral Access Thru April 15 NXT ENERGY: Reports C$3.12 Million Net Loss for 2021 ORIGINCLEAR INC: Delays Filing of 2021 Annual Report PERRIGO INVESTMENTS: Moody's Rates New Sr. Unsecured Notes 'Ba2' PERRIGO INVESTMENTS: S&P Cuts Bank Credit Facility Rating to 'BB+' PGT INNOVATIONS: Moody's Ups CFR to Ba3 & Alters Outlook to Stable PHUNWARE INC: Delays Filing of 2021 Annual Report PORTOFINO TOWERS: May 10 Hearing on Disclosure Statement and Plan PREMIER MODERN: Ends in Chapter 11 Bankruptcy PURDUE PHARMA: Trustee Asks 2nd Circuit to Reject Opioid Releases QUEST PATENT: Incurs $4.2 Million Net Loss in 2021 REDSTONE BUYER: S&P Downgrades ICR to 'B-' on Revenue Declines RESHAPE LIFESCIENCES: Needs More Time to File Form 10-K RIOT BLOCKCHAIN: Signs Deal to Sell $500M Worth of Common Shares RIVERBED INTERMEDIATE: S&P Assigns 'CCC+' ICR, Outlook Stable RKJ HOTEL: Amends RSS Unsecured Claim Pay Details RKJ HOTEL: May 2 Plan Confirmation Hearing Set ROCKALL ENERGY: Seeks to Hire Vinson & Elkins as Bankruptcy Counsel ROCKALL ENERGY: Taps Scott Pinsonnault of Ankura as CRO SAMARCO MINERACAO: Judge Extends Bankruptcy Stay to April 18 SANUWAVE HEALTH: Delays Filing of 2021 Annual Report SEALED AIR: Moody's Gives Ba2 Rating on New Senior Unsecured Notes SEAWORLD PARKS: S&P Affirms 'B+' ICR, Outlook Positive SN MANAGEMENT: April 18 to File Plan and Disclosure Statement SOLARWINDS HOLDINGS: Moody's Confirms 'B1' CFR, Outlook Stable STONEMOR INC: Incurs $55.3 Million Net Loss in 2021 STREAM TV NETWORKS: Justics Grapple With Creditors No-Vote Handoff SUNRISE REAL: Delays Filing of 2021 Annual Report TELEGRAPH SQUARE II: Gets OK to Hire Reed Smith as Special Counsel TELEGUAM HOLDINGS: S&P Alters Outlook to Pos., Affirms 'B+' ICR TIVITY HEALTH: S&P Places 'B+' LT ICR on CreditWatch Negative TOUCHPOINT GROUP: Delays Filing of 2021 Annual Report TRANS-LUX CORP: Delays Filing of 2021 Annual Report TRAVERSE MIDSTREAM: S&P Upgrades ICR to 'B+', Outlook Stable VERTEX ENERGY: Closes Acquisition of Mobile Refinery VICTORIA TOWERS: Disclosure Inadequate, Creditor Says VIDEO RIVER: Needs Additional Time to File 2021 Annual Report VYCOR MEDICAL: Delays Filing of 2021 Annual Report WESTERN URANIUM: Delays Filing of 2021 Annual Report XHR LP: Moody's Affirms 'B1' CFR & Alters Outlook to Stable ZARA MANAGEMENT: Plan and Disclosure Statement Due April 18 ZOHAR FUNDS: Gets Court Nod to Send Liquidation Plan for Vote [*] BOOK REVIEW: Mentor X [*] Tampa Health Care Chapter 11 Filings Rose In March 2022 [*] U.S. Total Bankruptcy Filings Rose 34% in March 2022 ********* 141 TROUTMAN: Seeks Cash Collateral Access ------------------------------------------ 141 Troutman LLC, 243 Suydam LLC, and Union Residence LLC ask the U.S. Bankruptcy Court for the Eastern District of New York for authority to use the cash collateral of Wells Fargo Bank, National Association, As Trustee for the Registered Holders of CSAIL 2019-C15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-C15 and provide adequate protection. The Debtors require use of cash collateral to pay its ordinary operating expenses in connection with the operation of the Properties, including taxes, insurance and utilities. Pre-petition, the Debtors obtained a $14 million refinancing in December 2018 through BSPRT CMBS Finance, LLC, pursuant to an Amended Restated and Consolidated Note dated December 14, 2018, secured by an Amended Restated and Consolidated Mortgage and Security Agreement of even date, granting BSPRT a "spreader" mortgage lien on all three Properties. The loan was further secured by a standard assignment of rents and leases. On March 6, 2019, BSPRT assigned the respective mortgages to the Lender. On March 17, 2021, the Lender commenced a foreclosure action against all three Debtors, ultimately leading to the filing of the instant Chapter 11 cases. The state court appointed a receiver, Arthur Greig, who did not assume actual possession or control of the Properties prior to bankruptcy. The Lender has refused to enter into a cash collateral stipulation, taking the untenable position that the guarantors of the Lender's mortgage should fund postpetition operations. There is no support for this contention in the Bankruptcy Code, which specifically provides in Sections 361 and 364 that cash collateral can be used by the Debtors to fund operations so long as adequate protection is provided to the Lender. The Debtors are cognizant of their obligations to provide adequate protection, replacement liens and regular reporting. A copy of the motion is available at https://bit.ly/3DM5mrd from PacerMonitor.com. About 141 Troutman LLC 141 Troutman LLC is a Single Asset Real Estate debtor. 141 Troutman owns residential buildings in Brooklyn, New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40337) on February 24, 2022. In the petition signed by Chaim Lefkowitz, manager, the Debtor disclosed $2,372,944 in assets and $14,537,068 in liabilities. Judge Nancy Hershey Lord oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP is the Debtor's counsel. 286 RIDER AVE.: Court Dismisses Chapter 11 Case ----------------------------------------------- Akiko Matsuda of The Wall Street Journal reports that the bankruptcy court dismissed the Chapter 11 case of Bronx project's developers, 286 Rider Ave. Acquisitions LLC. The developers will hang on to the 286 Rider Ave. site that a lender had foisted into bankruptcy. But the legal wrangling between the parties will likely continue. A bankruptcy judge on Monday, April 4, 2022 said she would dismiss the chapter 11 case of a Bronx real-estate project, ending a nine-month bankruptcy orchestrated by its lender and keeping its developers in control. Judge Lisa Beckerman of the U.S. Bankruptcy Court in Manhattan dismissed the chapter 11 proceedings of an unoccupied warehouse property at 286 Rider Avenue in New York's northernmost borough, subject to the payment of all related administrative expenses. About 286 Rider Ave Acquisition 286 Rider Ave Acquisition, LLC, is the owner of the real property located at 286 Rider Avenue, Bronx, New York. The Property is subject to a note and mortgage held by Be-Aviv 286 Rider LLC, which have since matured. 286 Rider Ave Acquisition filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 21-11298) on July 15, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Lee E. Buchwald, manager, signed the petition. Judge Lisa G. Beckerman oversees the case. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtor's legal counsel. 85 FLATBUSH RHO: Amends Unsecureds Claims Pay Details ----------------------------------------------------- TH Holdco, LLC, which holds debt secured by the assets of 85 RHO Hotel and 85 RHO Residential, submitted an Amended Chapter 11 Plan for 85 Flatbush RHO and its Debtor Affiliates dated April 4, 2022. The Plan constitutes a separate chapter 11 plan for each Debtor. The classifications set forth in Classes shall be deemed to apply to each Debtor identified, except that Class 3 shall apply to each of the Debtors. TH Holdco reserves the right to proceed to seek confirmation with respect to the Plan as to each Debtor separately and to proceed to confirm the Plan with respect to some but not all of the Debtors. TH Holdco does not consent to use of any of its collateral or proceeds thereof to pay fees and costs incurred in connection with litigation or actions adverse to TH Holdco, including, without limitation, in opposition to this Plan or challenging any aspect of TH Holdco's Claims in any manner. The Estimated Professional Fee Escrow shall be funded first from the Debtors' cash on hand as of the Effective Date of the Plan. Class 3 consists of the TH Holdco Secured Claim. The TH Holdco Secured Claim is a secured claim pursuant to the TH Holdco Prepetition Loan Agreement, which is secured by the TH Holdco Mortgage and constitutes a first priority security interest on the Hotel Property and Residential Property. Nothing shall prejudice TH Holdco's rights under the Intercreditor Agreement and under orders of this Bankruptcy Court. Class 3 is Impaired. The holder of the TH Holdco Secured Claim shall receive: * if the Hotel Property and/or Residential Property is sold to a party other than TH Holdco, Cash amount sufficient to satisfy the sum of the Allowed Class 3 Claim, together with all applicable pre-petition and post-petition interest, costs and fees. Pending the Closing of the Sale Transaction, the holder of the Class 3 Claims shall retain its Lien on the Hotel and Residential Property. * If the Hotel and/or Residential Property is sold to TH Holdco pursuant to a bid made by TH Holdco pursuant to section 363(k) of the Bankruptcy Code, then TH Holdco shall receive the Hotel and/or Residential Property and any further distribution to which is it entitled to on its unsecured deficiency claim, if TH Holdco chooses to assert such unsecured deficiency claim. In any event, TH Holdco preserves all of its rights and claims against all guarantors and non-debtor parties. Class 6 consists of General Unsecured Claims against 85 Flatbush RHO Hotel. Each such holder shall receive Cash in an amount equal to the amount of the Allowed Claim, together with interest at the federal judgment rate, as follows: (i) an initial Cash distribution on or about the Effective Date of such Claim's pro rata share of the $1.25 million TH Holdco Unsecured Claim Dedicated Fund, (ii) quarterly distributions thereafter of such Claim's pro rata share of 50% of the excess cash flow from operations of the Hotel Property and the Residential Property until such Claim is paid in full in Cash together with interest at the federal judgment rate on such Claim and (iii) if any amounts remain unpaid on such Claim as of the 12 month anniversary of the Effective Date a final Cash payment in an amount sufficient to pay the remaining unpaid amount of such Claim in full in Cash together with interest at the federal judgment rate on such Claim from the TH Holdco Unsecured Claim Additional Funding. Class 6 is impaired. Class 7 consists of Existing Equity Interests in 85 Flatbush RHO Hotel. On the Effective Date, or as soon thereafter as is reasonably practicable, Equity Interests in the Debtors will be cancelled and holders of Existing Equity Interests will not receive any recovery on account of their Equity Interests, provided however, that after payment is made in full to holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Fee Claims and Allowed Claims in Classes 1, 2, 3, 4, and 5, and to the extent there is any remaining cash in the Plan Fund allocable to either the Hotel Property or the Residential Property for distribution to Class 7 Existing Equity Interests in 85 Flatbush RHO Hotel and Class 9 Existing Equity Interests in 85 Flatbush RHO Residential, any such funds shall be contributed by the holders of Existing Equity Interests in 85 Flatbush RHO Hotel and 85 Flatbush RHO Residential to the Plan for distribution on account of the 85 Mezz Flatbush Mezz Claim. Class 8 consists of General Unsecured Claims against 85 Flatbush RHO Residential. Each such holder shall receive Cash in an amount equal to the amount of the Allowed Claim, together with interest at the federal judgment rate, as follows: (i) an initial Cash distribution on or about the Effective Date of such Claim's pro rata share of the $1.25 million TH Holdco Unsecured Claim Dedicated Fund, (ii) quarterly distributions thereafter of such Claim's pro rata share of 50% of the excess cash flow from operations of the Hotel Property and the Residential Property until such Claim is paid in full in Cash together with interest at the federal judgment rate such Claim and (iii) if any amounts remain unpaid on such Claim as of the 12 month anniversary of the Effective Date, a final Cash payment in an amount sufficient to pay the remaining unpaid amount of such Claim in full in Cash together with interest at the federal judgment rate on such Claim from the TH Holdco Unsecured Claim Additional Funding. Class 9 consists of Existing Equity Interests in 85 Flatbush RHO Residential. Equity Interests in the Debtors will be cancelled and holders of Existing Equity Interests will not receive any recovery on account of their Equity Interests, provided however, that after payment is made in full to holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Fee Claims and Allowed Claims in Classes 1, 2, 3, 4, and 5, and to the extent there is any remaining cash in the Plan Fund allocable to either the Hotel Property or the Residential Property for distribution to Class 7 Existing Equity Interests in 85 Flatbush RHO Hotel and Class 9 Existing Equity Interests in 85 Flatbush RHO Residential, any such funds shall be contributed by the holders of Existing Equity Interests in 85 Flatbush RHO Hotel and 85 Flatbush RHO Residential to the Plan for distribution on account of the 85 Mezz Flatbush Mezz Claim. Class 11 consists of the 85 Flatbush Mezz Claim. After payment is made in full to holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Fee Claims and Allowed Claims in Classes 1, 2, 3, 4, 5, and 10, and to the extent there is any remaining cash in the Plan Fund, the holder of the 85 Flatbush Mezz Claim shall receive in full and final satisfaction of such Claim, its pro rata share of the remaining Cash from the Plan Fund up to the full amount of its Allowed Claim. The 85 Flatbush Mezz Claim shall be subject in all respects to the Intercreditor Agreement. Class 12 consists of the 85 Flatbush RHO Mezz Other Secured Claims. Each holder of an Allowed 85 Flatbush RHO Mezz Other Secured Claim shall receive, at the option of 85 Flatbush RHO Mezz, (i) payment in full and final satisfaction of such Allowed Class 12 Claim, their pro rata share of the remaining Cash from the Plan Fund up to the amount of such Allowed Claim payable on the later of the Closing Date and the date on which such 85 Flatbush RHO Mezz Other Secured Claim becomes an Allowed Claim, or as soon as reasonably practical thereafter, (ii) delivery of the collateral securing such Allowed 85 Flatbush RHO Mezz Other Secured Claim and payment of any interest required under section 506(b) of the Bankruptcy Code, or (iii) such other treatment necessary to satisfy section 1129 of the Bankruptcy Code. Class 13 consists of General Unsecured Claims against 85 Flatbush RHO Mezz. Each holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its pro rata share of the remaining Cash from the Plan Fund up to the full amount of their Allowed Claim. If Class 13 Allowed Claims are de minimis, TH Holdco with additional funding from its direct or indirect owners may elect to pay such Claims in full on or about the Effective Date. Class 13 is impaired. Class 14 consists of Insider General Unsecured Claims. After payment is made in full to holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Fee Claims, and Allowed Claims in Classes 1, 2, 3, 4, 5, 10, 11, 12, and 13, in to the extent there is any remaining cash in the Plan Fund, on the Closing Date and except to the extent that a holder of an Allowed General Unsecured Claim agrees to less favorable treatment of such Allowed General Unsecured Claim or has been paid before the Effective Date, each holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its pro rata share of the remaining Cash from the Plan Fund up to the full amount of their Allowed Claim. Class 15 consists of Existing Equity Interests in 85 Flatbush RHO Mezz. On the Effective Date, or as soon thereafter as is reasonably practicable, Equity Interests in the Debtors will be cancelled and holders of Existing Equity Interests will not receive any recovery on account of their Equity Interests. The Plan Fund shall be funded by the Sale Proceeds, which shall be allocable to the Hotel Property and the Residential Property as set forth in the Purchase Agreement and the Debtors' available Cash on hand from its operations and shall be established upon the Closing Date and the funds distributed to creditors holding Allowed Claims in accordance with the Plan. Creditor distributions to be made separate from or later than the Closing Date shall be made by the Disbursing Agent under the Plan. The Confirmation Order shall authorize and approve the Sale Transaction to the Purchaser. The Auction shall be held promptly after the Confirmation Hearing pursuant to the Sale and Bid Procedures approved by the Bankruptcy Court. A proposed form of Purchase Agreement based on a purchase agreement approved in another real estate case before this Bankruptcy Court is attached to the Disclosure Statement. Those procedures may be provided by the Debtors or JLL to any interested parties or bidders identified during the Debtors' marketing process. Further, TH Holdco will advertise the opportunity to bid in the Wall Street Journal, National Edition, in a form of ad approved by the Bankruptcy Court in the Confirmation Order. If there is no auction pursuant to the Sale and Bid Procedures, TH Holdco is requiring that the Confirmation Order provide that the TH Holdco Credit Bid and other consideration pursuant to this Plan is deemed approved and accepted and can immediately close without further order of this Bankruptcy Court. Plan Fund means the aggregate of: (1) the Sale Proceeds, which shall be allocable to the Hotel Property and/or the Residential Property as set forth in the Purchase Agreement; (2) the TH Holdco Additional Consideration; and (3) the Debtors' available Cash which shall be utilized to make payments to creditors in accordance with the terms of this Plan. A full-text copy of the Amended Chapter 11 Plan dated April 4, 2022, is available at https://bit.ly/3DMLxzY from PacerMonitor.com at no charge. Counsel to TH Holdco LLC: Lauren Macksoud Charles E. Dorkey, III Sarah M. Schrag DENTONS US LLP 1221 Avenue of the Americas 25th Floor New York, New York 10020 Telephone: (212) 768-6700 Facsimile: (212) 768-6800 E-mail: lauren.macksoud@dentons.com charles.dorkey@dentons.com sarah.schrag@dentons.com Robert Richards (admitted pro hac vice) DENTONS US LLP 233 S. Wacker Drive Suite 5900 Chicago, IL 60606 Telephone: (312) 876-8000 Facsimile: (312) 876-7934 Email: robert.richards@dentons.com About 85 Flatbush RHO Mezz 85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHOm Hotel LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO Residential collectively own the property located at 85 Flatbush Extension, Brooklyn, N.Y. The property is a 132,641-square-foot, 12-story, mixed use property consisting of a 174-room boutique hotel on the first six floors known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit luxury multi-family building and a 5,642-square-foot parking garage. The residential component of the property has nine studios, 26 one-bedroom units and 29 two-bedroom units. 85 Flatbush RHO Mezz and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz disclosed between $50 million and $100 million in both assets and liabilities. Judge Robert D. Drain oversees the cases. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's legal counsel. 85 FLATBUSH: Unsecureds to be Paid in One Year in Plan ------------------------------------------------------ 85 Flatbush RHO Mezz LLC, et al., submitted a Plan and a Disclosure Statement. The Plan provides for payments to be made to creditors on account of their Allowed Claims from the Plan Fund, which consists of the Debtors' available Cash, proceeds from the Exit Financing, and the Equity Contribution or from the Reorganized Debtor's post-confirmation operations. In total, the Debtors expect the Plan Fund to be approximately $88,612,00.00. The Plan Fund will be sufficient to satisfy the Allowed TH Holdco Secured Claim and all other Allowed Claims of Mezz, Hotel and Residential in full, with the exception of the 85 Flatbush RHO Mezz Claim. The Reorganized Debtors' post-confirmation operations will be sufficient to satisfy the remainder due to 85 Flatbush RHO Mezz and to make distributions to holders of Allowed General Unsecured Claims and Insider General Unsecured Claims. As more fully set forth herein, the 85 Flatbush RHO Mezz Claim is impaired. 85 Flatbush Mezz will receive $1,000,000 from the Equity Contribution on the Effective Date to pay down its note and will thereafter be paid over 7 years at the rate of 5% per annum on the unpaid principal balance of its original $6,000,000 loan to Mezz. Holders of Allowed General Unsecured Claims will be paid 1 year from the Effective Date and holders of Allowed Insider General Unsecured Claims will be paid 2 years from the Effective Date. Under the Plan, Class 6 85 Flatbush RHO Hotel General Unsecured Claims totaling $1,174,927.93. Each such holder will receive, in full and final satisfaction of such Claim, Cash from the rental income generated by the DHS Lease allocable to the Hotel Property, in an amount equal to such Claim, plus interest at the federal judgment rate, payable on the later of 1 year from the Effective Date and the date on which such 85 Flatbush RHO Hotel General Unsecured Claim becomes an Allowed 85 Flatbush RHO Hotel General Unsecured Claim. Creditors will recover 100% of their claims. Class 6 is unimpaired. Class 8 85 Flatbush RHO Residential General Unsecured Claims totaling $204,815. Each such holder will receive, in full and final satisfaction of such Claim, Cash from the rental income generated by the DHS Lease allocable to the Residential Property, in an amount equal to such Claim, plus interest at the federal judgment rate, payable on the later of 1 year from the Effective Date and the date on which such 85 Flatbush RHO Residential General Unsecured Claim becomes an Allowed 85 Flatbush RHO Residential General Unsecured Claim. Creditors will recover 100% of their claims. Class 8 is unimpaired. Class 13 85 Flatbush Mezz General Unsecured Claims totaling $171.59. Each such holder will receive, in full and final satisfaction of such Claim, Cash from the rental income generated by the DHS Lease, plus interest at the federal judgment rate, in the amount equal to such Allowed Claim, payable on the later of 1 year from the Effective Date and the date on which such 85 Flatbush RHO Mezz General Unsecured Claim becomes an Allowed 85 Flatbush RHO Mezz General Unsecured Claim. Creditors will recover 100% of their claims. Class 13 is unimpaired. Class 14 Insider General Unsecured Claims totaling $1,708,629. Each such holder will receive, in full and final satisfaction of such Claim, their pro rata share of Cash from the rental income generated by the DHS Lease, up to the amount equal to such Allowed Claim, payable 2 years from the Effective Date. Class 14 is impaired. Attorneys for the Debtors: Fred B. Ringel, Esq. Lori Schwartz, Esq. Clement Yee, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, New York 10022 Tel. No.: 212-603-6300 A copy of the Disclosure Statement dated March 30, 2022, is available at https://bit.ly/3JYaURz from PacerMonitor.com. About 85 Flatbush RHO Mezz 85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHO Hotel LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO Residential collectively own the property located at 85 Flatbush Extension, Brooklyn, N.Y. The property is a 132,641-square-foot, 12-story, mixed use property consisting of a 174-room boutique hotel on the first six floors known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit luxury multi-family building and a 5,642-square-foot parking garage. The residential component of the property has nine studios, 26 one-bedroom units and 29 two-bedroom units. 85 Flatbush RHO Mezz and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz disclosed between $50 million and $100 million in both assets and liabilities. Judge Robert D. Drain oversees the cases. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's legal counsel. ACRO BIOMEDICAL: Staff Shortages Cause Delay in Form 10-K Filing ---------------------------------------------------------------- Acro Biomedical Co., Ltd. filed with the Securities and Exchange Commission a Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The Company's Annual Report cannot be filed within the prescribed time period because the Company requires additional time for completion of the audit of the financial statements. The Company has no full-time employees and no accounting personnel. The Company undertakes the responsibility to file such report no later than 15 days after its original prescribed due date. Based on preliminary results, for the year ended Dec. 31, 2021, the Company expects to report revenue of approximately $1.2 million from the sale of cordyceps products to three customers, from which it generated a gross profit of approximately $260,000 and a net loss of approximately $7.7 million, or $0.14 per share (basic and diluted). For the year ended Dec. 31, 2020, the Company generated revenue of approximately $688,000 from the sale of cordyceps products to the one customer, from which it generated a gross profit of approximately $290,000 and a net loss of approximately $117,000, or $0.00 per share (basic and diluted). The loss for 2021 resulted primarily from approximately $2.7 million of selling, general and administrative expenses and approximately $5.2 million of research and development services. Most of these expenses were stock-based compensation based on the value of equity compensation paid pursuant to agreements with consultants, which is being amortized over the two-year terms of the agreements. About Acro Biomedical Acro Biomedical Co., Ltd. has been engaged in the business of developing and marketing nutritional products that promote wellness and a healthy lifestyle. The Company's business to date has involved the purchase of products from three suppliers in the Republic of China. The Company sells product in bulk to companies who may use its products as ingredients in their products or sell the products they purchase from the Company to their own customers. Acro Biomedical reported a net loss of $117,453 for the year ended Dec. 31, 2020, compared to a net loss of $371,604 for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $629,828 in total assets, $61,610 in total liabilities, and $568,218 in total stockholders' equity. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 1, 2021, citing that the Company had limited cash as of Dec. 31, 2020, had limited gross profit and incurred a loss from its operations for the year ended Dec. 31, 2020. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. ADHERA THERAPEUTICS: Delays Filing of 2021 Annual Report -------------------------------------------------------- Adhera Therapeutics, Inc. was unable to file the Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2021 in a timely manner without unreasonable effort or expense, as it is still compiling the necessary financial information to complete the filing, and because the company does not have a separate chief financial officer employed by it and uses an outside consultant to assist in the preparation of its financial statements, the company has been delayed in finalizing such financial information. The company expects to file the Form 10-K on or prior the 15th calendar day following the prescribed due date. Adhera Therapeutics expects to report no income and a net loss of approximately $9.5 million for the fiscal year ended Dec. 31, 2021, compared to income of approximately $45,000 and a net loss of approximately $3.8 million for the fiscal year ended Dec. 31, 2020. The difference in the net losses is primarily due to a change in fair value of derivative liability of approximately $7.2 million based on conversion features on convertible notes which were outstanding as of Dec. 31, 2021. The expected results of operation are subject to change and completion of the audit. About Adhera Headquartered in Durham, NC, Adhera Therapeutics, Inc. (formerly known as Marina Biotech, Inc.) -- http://www.adherathera.com/-- is a specialty pharmaceutical company leveraging technology to commercialize unique therapies and improve patient outcomes. Adhera is initially focused on commercializing its United States Food and Drug Administration approved product for the treatment of hypertension to lower blood pressure through DyrctAxess, a patient-centric treatment approach. Adhera is dedicated to identifying additional assets to expand its commercial presence. Adhera reported a net loss applicable to common stockholders of $5.31 million for the year ended Dec. 31, 2020, compared to a net loss applicable to common stockholders of $13.48 million for the year ended Dec. 31, 2019. Los Angeles, California-based Baker Tilly US LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 7, 2021, citing that the Company has suffered recurring losses from operations and negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international and U.S. economies and markets and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company's business. ADVANZEON SOLUTIONS: April 20 Hearing on Disclosure Statement ------------------------------------------------------------- Judge Michael G. Williamson will convene a hearing to consider approval of the Disclosure Statement of Advanzeon Solutions, Inc., f/k/a Comprehensive Care Corporation is continued to April 20, 2022 at 10:00 a.m. The dates and deadlines related to objections to the Disclosure Statement will be 7 days before the continued hearing date. About Advanzeon Solutions Based in Tampa, Fla., Advanzeon Solutions, Inc., provides behavioral health, substance abuse and pharmacy management services, as well as sleep apnea programs, for employers, Taft-Hartley health and welfare Funds, and managed care companies throughout the United States. Advanzeon Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06764) on Sept. 7, 2020, listing up to $1 million in assets and up to $10 million in liabilities. Clark A. Marcus, chief executive officer, signed the petition. Stichter, Riedel, Blain & Postler, P.A. is the Debtor's legal counsel. On Dec. 3, 2021, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement detailing the plan. ADVAXIS INC: Stockholders Approve Reverse Stock Split Proposal -------------------------------------------------------------- Advaxis, Inc. convened its Special Meeting of Stockholders on March 31, 2022, at which the company's stockholders approved an amendment to the company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the company's common stock at a ratio to be determined by the Board of Directors within a range of one-for-twenty to one-for-eighty (or any number in between), without reducing the authorized number of shares of the common stock, to be effected in the sole discretion of the Board of Directors at any time within one year of the date of the special meeting without further approval or authorization of its stockholders. About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $17.86 million for the year ended Oct. 31, 2021, a net loss of $26.47 million for the year ended Oct. 31, 2020, a net loss of $16.61 million for the year ended Oct. 31, 2019, and a net loss of $66.51 million for the year ended Oct. 31, 2018. AERKOMM INC: Delays Filing of 2021 Annual Report ------------------------------------------------ Aerkomm Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2021, as the company has not finalized its financial statements for the said period. As a result, the company was unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense. The company anticipates that it will file the Form 10-K within the fifteen-day grace period provided by Exchange Act Rule 12b-25. About Aerkomm Headquartered in Nevada, USA, Aerkomm Inc. -- http://www.aerkomm.com-- is a full-service development stage provider of in-flight entertainment and connectivity (IFEC) solutions, intended to provide airline passengers with a broadband in-flight experience that encompasses a wide range of service options. Those options include Wi-Fi, cellular, movies, gaming, live TV, and music. The Company plans to offer these core services, which it is currently still developing, through both built-in in-flight entertainment systems, such as a seat-back display, as well as on passengers' own personal devices. Aerkomm reported a net loss of $9.11 million for the year ended Dec. 31, 2020, a net loss of $7.98 million for the year ended Dec. 31, 2019, and a net loss of $8.15 million for the year ended Dec. 31, 2018. As of June 30, 2021, the Company had $56.89 million in total assets, $22.29 million in total liabilities, and $34.60 million in total stockholders' equity. ALL PRO MEDICAL: Seeks Bankruptcy Protection in New York -------------------------------------------------------- All Pro Medical Supplies, Inc., filed for bankruptcy protection under Chapter 11, SubChapter V of the Bankruptcy Code. According to court documents, All Pro Medical Supplies estimates between 1 and 49 unsecured creditors. The petition states that funds will not be available to unsecured creditors. The company's Chapter 11 Subchapter V Plan is due on June 30, 2022. A meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for April 25, 2022, at 2:00 p.m. at the Office of UST. About All Pro Medical Supplies All Pro Medical Supplies Inc. is a hospital & health care company based in Plainview, New York. All Pro Medical Supplies filed for chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-70642) on April 1, 2022. In the petition filed by Tim Mollenhauer, as president, All Pro Medical estimated assets between $0 and $ 50,000 and liabilities between $100,000 and $500,000. This case has been assigned to Judge Alan S. Trust. ALTO MAIPO SPA: Okayed to Solicit Plan Votes, Settled Objections ---------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Alto Maipo SpA, a bankrupt hydroelectric power plant project in Chile, won court approval to gather votes on its restructuring plan. U.S. Bankruptcy Judge Karen Owens said she would approve the company's so-called disclosure statement pending minor changes discussed in a hearing Wednesday, April 6, 2022. The decision comes after Alto Maipo resolved objections from the company's official committee of unsecured creditors. Alto Maipo revised its restructuring plan to improve recoveries for low-ranking creditors, a lawyer for the company said Wednesday, April 6, 2022. General unsecured creditors will now be paid in full via contributions by Alto Maipo’s owner, AES Andes, court papers show. About Alto Maipo Alto Maipo owns the Alto Maipo Hydroelectric Project, outside Santiago, Chile, which is currently under construction. The project comprises two run-of-the-river plants with a combined installed capacity of 531 megawatts. The run-of-the-river project is a joint venture between U.S. utility subsidiary AES Gener and Chilean mining company Antofagasta Minerals (AMSA). Alto Maipo Delaware LLC and Alto Maipo SpA sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11507) on Nov. 17, 2021. Javier Dib, board president and chief restructuring officer, signed the petitions. At the time of the filing, Alto Maipo Delaware LLC estimated between $1 billion and $10 billion in both assets and liabilities. The cases are handled by Judge Karen B. Owens. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Cleary Gottlieb Steen & Hamilton LLP as legal counsel; Nelson Contador Abogados & Consultores SpA as local Chilean counsel; AlixPartners, LLP as financial advisor; and Lazard Freres & Co. LLC and Lazard Chile SpA as investment banker. Prime Clerk, LLC is the claims, noticing and administrative agent. ARMATA PHARMACEUTICALS: Closes $45M Private Placement Final Tranche ------------------------------------------------------------------- Armata Pharmaceuticals, Inc. announced that, following a vote in favor of the transaction by its shareholders, the company has completed the closing of the second and final tranche of its $45 million private placement of its common stock with Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva, Inc. In connection with the second closing, Armata issued 5,385,208 common shares and 2,692,604 warrants with an exercise price of $5.00 per share, at a per unit price of $5.00 per unit, in exchange for gross proceeds of approximately $26.9 million. Approximately 99% of the Armata shares represented and voting at the special meeting of shareholders voted in favor of the transaction. The company and Innoviva closed an initial tranche of the investment on Feb. 9, 2022, which raised gross proceeds of approximately $18.1 million through the issuance of 3,614,792 common shares and warrants to purchase an additional 1,807,396 common shares at a strike price of $5.00 per share. As of March 31, 2022, and following the second closing, Armata has 36,112,299 shares outstanding and warrants exercisable for 21,147,229 shares of common stock. Armata was represented in the transaction by Thompson Hine LLP, and Ladenburg Thalmann & Co. Inc. provided a fairness opinion. Willkie Farr & Gallagher LLP represented Innoviva in the transaction. About Armata Pharmaceuticals Marina del Rey, CA-based Armata is a clinical-stage biotechnology company focused on the development of pathogen-specific bacteriophage therapeutics for the treatment of antibiotic-resistant and difficult-to-treat bacterial infections using its proprietary bacteriophage-based technology. Armata is developing and advancing a broad pipeline of natural and synthetic phage candidates, including clinical candidates for Pseudomonas aeruginosa, Staphylococcus aureus, and other pathogens. In addition, in collaboration with Merck, known as MSD outside of the United States and Canada, Armata is developing proprietary synthetic phage candidates to target an undisclosed infectious disease agent. Armata is committed to advancing phage with drug development expertise that spans bench to clinic including in-house phage specific GMP manufacturing. Armata reported a net loss of $23.16 million for the year ended Dec. 31, 2021, compared to a net loss of $22.18 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $69.77 million in total assets, $44.37 million in total liabilities, and $25.40 million in total stockholders' equity. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 17, 2022, citing that the Company has suffered recurring losses and negative cash flows from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AVINGER INC: 2022 Annual Meeting Scheduled for June 3 ----------------------------------------------------- The Board of Directors of Avinger, Inc. scheduled the Company's 2022 annual meeting of stockholders for June 3, 2022. The record date for the 2022 Annual Meeting is April 6, 2022. The Company will provide additional details regarding the exact time, location and matters to be voted on at the 2022 Annual Meeting in the Company's proxy statement for the 2022 Annual Meeting to be filed with the Securities and Exchange Commission prior to the 2022 Annual Meeting. Stockholder Proposal and Director Nominations Deadlines Because the scheduled date of the 2022 Annual Meeting is more than 30 days before the anniversary of the Company's 2021 Annual Meeting of Stockholders, the deadlines for stockholders to propose actions for consideration or to nominate individuals to serve as directors at the 2022 Annual Meeting previously set forth in the Company's 2021 proxy statement are no longer applicable. Pursuant to Rule 14a-5(f) and Rule 14a-18 under the Securities Exchange Act of 1934, as amended, the Company is providing notice of revised deadlines in connection with the 2022 Annual Meeting (i) for the submission of stockholder proposals in compliance with Rule 14a-8 of the Exchange Act and (ii) under the advance notice provisions applicable to stockholders desiring to bring nominations for directors or proposals other than pursuant to Rule 14a-8. Revised Deadline for Rule 14a-8 Stockholder Proposals To be considered for inclusion in proxy materials for the 2022 Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 and intended to be presented at the 2022 Annual Meeting must be received by the Company's Secretary at 400 Chesapeake Drive, Redwood City, California 94063, Attention: Secretary no later than April 11, 2022, which the Company believes to be a reasonable time before it expects to begin to print and send its proxy materials for the 2022 Annual Meeting. Any proposal received after such date will be considered untimely. All Rule 14a-8 proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the Company's proxy materials for the 2022 Annual Meeting. Revised Advance Notice Deadline for Director Nominations and Other Stockholder Proposals The Company's Bylaws include separate advance notice provisions applicable to stockholders desiring to bring nominations for directors or to bring proposals before an annual meeting of stockholders other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company's Secretary regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Company's Bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the 2022 Annual Meeting other than pursuant to Rule 14a-8 must provide the information set forth in the Bylaws to the Company's Secretary no later than close of business on April 11, 2022. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements. About Avinger Headquartered in Redwood City, California, Avinger -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). Avinger reported a net loss applicable to common stockholders of 21.59 million for the year ended Dec. 31, 2021, a net loss applicable to common stockholders of $22.87 million for the year ended Dec. 31, 2020, a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, and a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $29.48 million in total assets, $19.76 million in total liabilities, and $9.72 million in total stockholders' equity. BELLA VENEZIA: 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 Bella Venezia 211, LLC, according to court dockets. About Bella Venezia Bella Venezia 211, LLC filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-11738) on March 2, 2022, listing as much as $500,000 in both assets and liabilities. Laurent Bezaquen, authorized representative, signed the petition. Judge Robert A. Mark oversees the case. The Debtor tapped Joel M. Aresty P.A. as legal counsel. BETTER 4 YOU: Wins Cash Collateral Access Thru April 29 ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles, authorized Better 4 You Breakfast to continue using cash collateral on an interim basis for the period through April 29, 2022, in accordance with the revised budget. The Court held that the cash collateral may only be used for the payment of expense items specified on the March 30 budget. On or before April 13, 2022, the Debtor will file with the Court and serve on all parties entitled to notice a variance report, which reflects actual performance to projected performance between February 24, 2022, and April 8, 2022. The Court will conduct a further hearing on the Debtor's motion on April 27 at 11:00 a.m. Bank Leumi USA will have until April 20, 2022 to file and serve a supplemental opposition to the motion. A copy of the order is available at https://bit.ly/3DI1cR3 from PacerMonitor.com. About Better 4 You Breakfast, Inc. Better 4 You Breakfast, Inc. manufactures, packages and distributes pre-packaged meals on a contract basis for specified periods of time to approximately 400 clients including schools, residential care facilities, senior care facilities, rehabilitation facilities and others in California and Nevada. Those clients distribute the meals to thousands of low income people including school children, those in senior care facilities, medical facilities and in other settings. The meals provided include breakfast, lunch, dinner and snacks. The meals are manufactured and assembled in Los Angeles County, California, at the Company's primary headquarters in the City of Commerce, and distributed through leased warehouses in several "regions". Better 4 You Breakfast sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10994) on February 24, 2022. In the petition signed by Fernando Castillo, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Barry Russell oversees the case. Daniel A. Tilem, Esq., at Law Offices of David A. Tilem is the Debtor's counsel. Bank Leumi USA, as creditor, is represented by ox Rothschild LLP. BOY SCOUTS: Victims Attacked Abuse Deal for Halting Future Suits ---------------------------------------------------------------- Steven Church of Bloomberg News reports that the Boy Scouts of America's abuse deal is attacked for preventing future lawsuits. The Boy Scouts of America's sexual abuse compensation fund should be rejected, a small group of victims say, because the proposal has the same legal flaw that ended a similar plan by bankrupt opioid maker Purdue Pharma LP. The Boy Scouts are trying to manipulate bankruptcy rules to force an end to lawsuits against local scouting councils and related groups that haven't filed for protection under Chapter 11, victims and other critics are set to argue on April 7, 2022 in federal court. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BSPV-PLANO LLC: Taps Grant Thornton as Financial Advisor -------------------------------------------------------- BSPV-Plano, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Grant Thornton, LLP as its financial advisor. The firm's services include: a. analyzing the Debtor's financial position, business plans, and financial projections prepared by management including, but not limited to, commenting on assumptions and comparing those assumptions to industry trends; b. providing expert advice and testimony regarding financial matters related to, including, among other things, the feasibility of any proposed plan of reorganization and the valuation of real estate; c. consulting with the management on the assessment of a bankruptcy exit strategy; d. consulting with the management in connection with the development of financial projections; e. analyzing the Debtor's rolling 13-week cash receipts and disbursements forecast and assess liquidity and DIP financing needs; f. consulting with the management regarding its valuation of the Debtor on a going-concern and liquidation basis; g. assisting the management in responding to information requests submitted by statutory committees and their legal and financial counsel; and h. providing additional services as requested from time to time by the Debtor and agreed to by the firm. The hourly rates charged by the firm for its services are as follows: Partner/Principal $870 per hour Managing Director $795 per hour Director $715 per hour Senior Manager $705 to $715 per hour Manager $565 to $615 per hour Senior Associate $410 to $470 per hour Associate $310 to $330 per hour The firm will seek reimbursement for out-of-pocket expenses incurred. John Baumgartner, a managing director at Grant Thornton, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John D. Baumgartner Grant Thornton, LLP 700 Milam St., Suite 300 Houston, TX 77002 Tel: (832) 476-3600 Fax: (713) 655-8741 Email: John.Baumgartner@us.gt.com About BSPV-Plano LLC BSPV-Plano, LLC, a company in Plano, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 22-40276) on March 1, 2022, listing up to $100 million in both assets and liabilities. Richard Shaw, manager, signed the petition. Judge Brenda T. Rhoades oversees the case. Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, PC and Grant Thornton, LLP serve as the Debtor's legal counsel and financial advisor, respectively. BSPV-PLANO LLC: Taps Munsch Hardt Kopf & Harr as Bankruptcy Counsel ------------------------------------------------------------------- BSPV-Plano, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Munsch Hardt Kopf & Harr, P.C. to handle its Chapter 11 case. The firm's services include: a. serving as attorney of record for the Debtor in all aspects, to include any adversary proceedings commenced in connection with the bankruptcy case and to provide representation and legal advice to the Debtor throughout the bankruptcy case; b. assisting the Debtor in carrying out its duties under the Bankruptcy Code; c. consulting with the U.S. trustee, any statutory committee that may be formed, and all other creditors and parties-in-interest concerning administration of the case; d. assisting in potential sales of the Debtor's assets; e. preparing legal papers and other documents, and representing the Debtor in court hearings, meetings of creditors, and U.S. trustee interviews; f. assisting the Debtor in connection with formulating and confirming a Chapter 11 plan; g. assisting the Debtor in analyzing and appropriately treating the claims of creditors; h. appearing before the bankruptcy court, appellate courts or other courts having jurisdiction over any matter associated with the bankruptcy case; and i. performing all other necessary legal services for the Debtor. The hourly rates charged by the firm's attorneys are as follows: Davor Rukavina, Shareholder $600 per hour Jay Ong, Shareholder $585 per hour Thomas Berghman, Shareholder $500 per hour An Nguyen, Associate $390 per hour The firm will also seek reimbursement for out-of-pocket expenses. The retainer fee is $130,000. Davor Rukavina, Esq., a partner at Munsch, 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: Davor Rukavina, Esq. Munsch Hardt Kopf & Harr, P.C. 500 N. Akard Street, Suite 3800 Dallas, TX 75201-6659 Office: (214) 855-7500 Direct: (214) 855-7587 Email: drukavina@munsch.com About BSPV-Plano LLC BSPV-Plano, LLC, a company in Plano, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 22-40276) on March 1, 2022, listing up to $100 million in both assets and liabilities. Richard Shaw, manager, signed the petition. Judge Brenda T. Rhoades oversees the case. Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, PC and Grant Thornton, LLP serve as the Debtor's legal counsel and financial advisor, respectively. CAMIERDA 1 LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Camierda 1, LLC 458 Doheny Drive, #1889 Los Angeles, CA 90048 Business Description: Cameirda 1 is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: April 7, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-11970 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Paul E. Manasian, Esq. LAW OFFICE OF PAUL MANASIAN 1310 65th Street Emeryville, CA 94608 Tel: (415) 730-3419 Email: manasian@mrlawsf.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anne Kihagi as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DTPVH5Y/Cameirda_1_LLC__cacbke-22-11970__0001.0.pdf?mcid=tGE4TAMA CAPACITY INSURANCE: A.M. Best Cuts Fin. Strength Rating to B(Fair) ------------------------------------------------------------------ AM Best has removed from under review with developing implications and downgraded the Financial Strength Rating (FSR) to B (Fair) from B+ (Good) and the Long-Term Issuer Credit Rating (Long-Term ICR) to "bb+" (Fair) from "bbb-" (Good) of Capacity Insurance Company (Capacity) (Sunrise, FL). The outlook assigned to the FSR is stable, while the outlook assigned to the Long-Term ICR is negative. The Credit Ratings (ratings) reflect Capacity's balance sheet strength, which AM Best assesses as adequate, as well as its adequate operating performance, limited business profile and appropriate enterprise risk management (ERM). The rating downgrades are due to AM Best's reassessment of Capacity's overall balance sheet strength. The rating actions reflect AM Best's concerns regarding weaker risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), which is assessed currently as strong, and a capital structure that consists primarily of a surplus note. Although Capacity's surplus was generally flat as of year-end 2021 vs. the prior year, its risk-adjusted capitalization deteriorated considerably. The shift is a product of a higher loss reserve position and larger net probable maximum losses, specifically in the tail. Furthermore, a $7 million surplus note (due in 2029) was issued in early 2022 and represents the bulk of the $8.4 million in surplus reported by Capacity at year-end 2021. The company also reported $6.4 million in adverse loss reserve development in 2021, stemming primarily from segments Capacity no longer participates in and efforts of management to rightsize current reserves to subdue future deficiencies. The negative outlook of the Long-Term ICR reflects pressure on Capacity's operating performance, which is assessed as adequate currently. Capacity reported consecutive years of volatile results; however, in part, performance in 2021 reflects the impact of corrective actions. Management decided to exit the driving forces of volatility, namely Texas business and certain segments of convenience stores and gas stations. These pockets account for a material amount of the adverse loss reserve development reported in 2021 without the associated premium, as the lines were discontinued. Management has outlined more favorable expectations of future performance, with the portfolio honed to more desirable go-forward classes within Florida; however, the impact of corrective actions remains uncertain. CEREMONY SALON: Wins Cash Collateral Access Thru April 23 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina, Durham Division, has authorized Ceremony Salon, LLC to use cash collateral on an interim basis in accordance with the budget through the earliest of (i) the entry of a final order authorizing the use of cash collateral, or (ii) the entry of a further interim order authorizing the use of cash collateral, or (iii) April 23, 2022 or (iv) the entry of an order denying or modifying the use of cash collateral, or (v) the occurrence of a Termination Event. These events constitute "Events of Termination": a. The effective date of any confirmed Chapter 11 plan in the proceeding; b. Conversion of the case to another Chapter of the Bankruptcy Code or removal of the Debtor from possession; c. The entry of further orders of the Court regarding the subject matter hereof; d. Dismissal of the proceeding; or e. Occurrence of an event of default that is not timely cured. The Debtor requires the use of cash collateral to pay its operational needs including the cost of maintaining the business, payment of adequate protection payments, and other normal expenses incurred in the ordinary course of the Debtor's business and as a result of the filing of the Chapter 11 proceeding. On May 26, 2020, the Debtor and U.S. Small Business Administration entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's tangible and intangible personal property and perfected by UCC Financing Statement 20200061464G filed with the North Carolina Secretary of State. The balance of the SBA loan, according to Schedule D, is approximately $45,100. On June 4, 2021, the Debtor and Expansion Group entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's assets "now or hereafter acquired" and perfected by UCC Financing Statement 20210084467F filed with the North Carolina Secretary of State on June 24, 2021. The Debtor believes the balance of the Expansion Group loan to be approximately $33,950. On June 23, 2021, the Debtor and Fox Capital Group entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's accounts "now or hereafter owned or acquired" and perfected by UCC Financing Statement 20210095853G filed with the North Carolina Secretary of State on July 16, 2021. The Debtor believes the balance of the Fox loan to be approximately $12,104. On July 14, 2021, the Debtor and Fox Capital Group entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's "present and future accounts" and perfected by UCC Financing Statement 20210110415J filed with the North Carolina Secretary of State on August 13, 2021. The Debtor believes the balance of the Fox loan to be approximately $11,716. On July 16, 2021, the Debtor and DeltaBridge Funding entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's "assets, including proceeds and products" and perfected by UCC Financing Statement 20210116647A filed with the North Carolina Secretary of State on August 26, 2021. The Debtor believes the balance of the Chrome Capital loan to be approximately $5,914. On August 9, 2021, the Debtor and Chrome Capital Advance entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's "present and future accounts" and perfected by UCC Financing Statement 20210173528B filed with the North Carolina Secretary of State on December 29, 2021. The Debtor believes the balance of the Chrome Capital loan to be approximately $17,353. On August 12, 2021, the Debtor and Capytal.com entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's future receivables and perfected by UCC Financing Statement 20210123874A filed with the North Carolina Secretary of State on September 13, 2021. The Debtor believes the balance of the Captyal loan to be approximately $4,320. On August 25, 2021, the Debtor and Global Funding Experts entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's assets "now owned or thereafter acquired" and perfected by UCC Financing Statement 20210154103M filed with the North Carolina Secretary of State on November 15, 2021. The Debtor believes the balance of the Global Funding loan to be approximately $16,787. On September 10, 2021, the Debtor and Green Grass Capital entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's assets "now owned or hereafter acquired" and perfected by UCC Financing Statement 20220013755J filed with the North Carolina Secretary of State on February 2, 2022. The Debtor believes the balance of the Green Grass loan to be approximately $3,636. As adequate protection, the Secured Parties are granted a post-petition replacement lien in Debtor's post-petition property of the same type which secured the indebtedness of the Secured Party pre-petition. The security interests and liens granted to the Secured Party: (i) are and will be in addition to all security interests, liens and rights of set-off existing in favor of the Secured Party on the Petition Date, if any; and (ii)will secure the payment of the indebtedness owing to the Secured Party in an amount equal to the aggregate cash collateral used or consumed by the Debtor. The Debtor will preserve, protect, maintain and adequately insure all its assets and continue to operate in the ordinary course of business. As additional adequate protection, the Debtor will keep all of the Debtor's personal property insured for no less than the amounts of the pre-petition insurance and maintain appropriate workers compensation and general liability insurance. The Debtor will timely pay all insurance premiums related to any and all of the collateral securing the claims of the Secured Parties. A further cash collateral hearing is scheduled for April 21 at 10 a.m. A copy of the order and the Debtor's budget for the period from March 25 to April 24, 2022 is available at https://bit.ly/3j3Ogvt from PacerMonitor.com. The Debtor projects $80,000 in revenue and $105,355 in total expenses for the period. About Ceremony Salon, LLC Ceremony Salon, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-00492) on March 8, 2022. The case was transferred to the Middle District of North Carolina (Bankr. M.D.N.C. Case No. 22-00492) on March 21, 2022. In the petition signed by Rachel Lynn Radford, member-manager, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Lena Mansori James oversees the case. Travis Sasser, Esq., at Sasser Law Firm is the Debtor's counsel. CFN ENTERPRISES: Delays Filing of 2021 Annual Report ---------------------------------------------------- CFN Enterprises Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the period ended Dec. 31, 2021. The Company has determined that it is unable to file the Annual Report within the prescribed time without unreasonable effort or expense. Additional time is necessary as the Company is still working on the completion of the financial statements for the period ended Dec. 31, 2021. The Company's results of operations for the 12 months ended Dec. 31, 2021 are anticipated to be significantly different from the corresponding period in the prior fiscal year due to the Company's purchase of all of the equity interests of CNP Operating LLC, a Colorado limited liability company, on Aug. 25, 2021. The Company had a net loss available to common shareholders of approximately $1.66 million during the 12 months ended Dec. 31, 2020. The Company is not yet able to anticipate the net loss available to common shareholders for the 12 months ended Dec. 31, 2021 pending completion of the Company's financial statements. About CFN CFN Enterprises Inc. owned and operated CAKE and getcake.com, a marketing technology company that provided a proprietary solution for advanced analytics, attribution and campaign optimization for digital marketers, and it sold this business on June 18, 2019. The Company contemporaneously acquired assets from Emerging Growth LLC related to its cannabis industry focused sponsored content and marketing business, or the CFN Business. Its initial ongoing operations will consist primarily of the CFN Business and the Company will continue to pursue strategic transactions and opportunities. The Company reported a net loss of $1.42 million in 2020. As of Sept. 30, 2021, the Company had $16.90 million in total assets, $8.57 million in total liabilities, and $8.33 million in total stockholders' equity. New York-based RBSM LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. CPE FEEDS: Wins Cash Collateral Access Thru April 14 ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Lubbock Division, authorized CPE Feeds, Inc. to use cash collateral on an interim basis in an amount not to exceed $19,550 in accordance with the budget and provide adequate protection. The Debtor requires the use of cash collateral to continue the operation of its business, including continuing to pay its employees. American Bank of Commerce may claim that substantially all of the Debtor's assets are subject to the pre-petition lien(s) of ABC Bank. The authority granted to the Debtor will apply from the Petition Date through the date of the Final Hearing on the Debtor's Cash Collateral Motion scheduled for April 14, 2022 at 2 p.m. As adequate protection, ABC Bank is granted a valid, binding, enforceable, and perfected lien co-extensive with its pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor. As adequate protection for the diminution in value of the interests of ABC Bank, ABC Bank is granted a replacement lien and security interest. The replacement liens granted to ABC Bank in the Order are automatically perfected without the need for filing of a UCC- 1 financing statement with the Secretary of State's Office or any other such act of perfection. A copy of the order is available at https://bit.ly/3uUOYAB from PacerMonitor.com. About CPE Feeds, Inc. CPE Feeds, Inc. is a privately held company in the animal food manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-50022) on March 1, 2022. In the petition signed by R. Lan Skains, president, the Debtor disclosed up to $10 million in both assets and liabilities. Ryan C. Gentry, Esq., at McGowan and McGowan PC is the Debtor's counsel. CRYSTAL PACKAGING: Wins Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado has authorized Crystal Packaging, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 15% variance and provide adequate protection through the date of the final hearing. As adequate protection, the parties with a properly perfected security interest or ownership interest in cash collateral are granted replacement lien on the proceeds of all post-petition accounts to the extent that the use of cash collateral results in a decrease in the value of such party's interest in the cash collateral. The Debtor will maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss. A final hearing on the matter is scheduled for April 22, 2022 at 10 a.m. A copy of the order is available at https://bit.ly/3KdIPpF from PacerMonitor.com. About Crystal Packaging, Inc. Crystal Packaging, Inc. is a specialty chemical and petroleum contract packager and private label manufacturer in the Rocky Mountain Region. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-10990) on March 26, 2022. In the petition signed by C. Scott Vincent, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth E. Brown oversees the case. David V. Wadsworth, Esq., at Wadsworth Garber Warner Conrardy, PC is the Debtor's counsel. CUENTAS INC: Incurs $10.7 Million Net Loss in 2021 -------------------------------------------------- Cuentas, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss attributable to the company of $10.73 million on $593,000 of revenue for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $8.10 million on $558,000 of revenue for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $12.26 million in total assets, $2.81 million in total liabilities, and $9.45 million in total stockholders' equity. As of Dec. 31, 2021, the Company had total current assets of $6,780,000, including $6,607,000 of cash, accounts receivables of $11,000, and other current assets of $162,000 and total current liabilities of $ 2,719,000 creating a working capital of $4,061,000. The increase in 2021 in the Company's working capital was mainly attributable to the decrease in Accounts Payables in the amount of $1,544,000, decrease in its other accounts payables in the amount of $1,069,000 and increase in its cash and cash equivalents in the amount of $ 6,380,000. During 2021, the Company sold 4,245,140 shares of common stock (including warrants that were exercised) under its equity offering. The Company generated approximately $18,270,000 in gross proceeds from the Offering and warrant exercises and paid fees to the underwriter of $1,459,000, underwriter expense of $100,000, legal fees of $500,000, advisory fees of $120,000 and installment of the Company's director and officer insurance premium in the amount of $138,000. From the net proceeds of approximately $16,375,000 the Company repaid the loan and accrued interest to Labrys in approximate amount of $635,000 and a convertible note and accrued interest from a private investor in the approximate amount of $130,000. The Company also repaid its loan and accrued interest from Dinar Zuz in the approximate amount of $378,000. In total, the Company repaid an approximate amount of $1,143,000 in principal loans and accrued interest. Additionally, the Company paid a special bonus in the amount of $500,000 to each of Mr. Maimon and Mr. De Prado due to the successful up-listing of the Company's shares on the Nasdaq Capital Markets. The Company also paid a special bonus in the amount of $100,000 to Mr. Daniel due to the successful up-listing of the Company's shares on the Nasdaq Capital Markets. The Company paid $200,000 in sales and marketing fees to SDI for sale and marketing its GPR card in the New York and Connecticut. The Company also paid a settlement amount of $95,000. The Company has used and intend to continue to use the rest of the net proceeds generated from the Offering to execute its business plan and mainly for Sales and Marketing, Purchase of chip-based debit card stock for GPR and Starter cards, Research and Development and Working capital, accrued salaries and other operating expenses.   Cuentas stated, "To date, we have principally financed our operations through the sale of our Common Stock. Nevertheless, management anticipates that cash resources will be available to the Company from generating anticipated net income from the sales of General Purpose Reloadable Cards, digital content and the sale of our Common Stock in future financings. Therefore, we believe that existing cash and financings will be sufficient to fund planned operations and investments through the next 12 months. There can be no assurance, however, that the company will be successful in raising additional capital or that the company will have net income from operations to fund the business plan of the company." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1424657/000121390022017203/f10k2021_cuentasinc.htm About Cuentas Headquartered in Miami, Florida, Cuentas, Inc. -- http://www.cuentas.com-- is a Fintech company utilizing technical innovation together with existing and emerging technologies to deliver accessible, efficient and reliable mobile, new-era and traditional financial services to consumers. Cuentas is proactively applying technology and compliance requirements to improve the availability, delivery, reliability and utilization of financial services especially to the unbanked, underbanked and underserved segments of today's society. Cuentas reported a net loss attributable to the company of $1.32 million for the year ended Dec. 31, 2019, and a net loss of $3.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $14.97 million in total assets, $3.08 million in total liabilities, and $11.89 million in total stockholders' equity. DAYCO PRODUCTS: Moody's Rates New Senior Secured Term Loan 'B3' --------------------------------------------------------------- Moody's Investors Service assigned a B3 to Dayco Products, LLC's proposed senior secured term loan due 2025. Dayco's existing ratings, including the B3 corporate family rating, remain unchanged at this time and the rating outlook remains positive. The extension of Dayco's term loan and asset-based lending facilities to May 2025 (from May 2023) addresses the company's near term refinancing risks. Dayco's improved operating performance during its fiscal year ended February 2022 has resulted in Moody's estimate of debt/EBITDA at 5.5x and an EBITA margin of about 10%. Over the next twelve months, Moody's expects revenue growth of about 5% and steady margins will modestly reduce debt/EBITDA closer to 5x. Dayco's material exposure to Europe (about half of revenues) creates heightened risk for lower volumes in the region, particularly tied to original equipment ("OE") automotive production. However, Moody's expects Dayco's global aftermarket business will remain favorable and offset potential pressures in its OE segment. The positive outlook reflects the potential for Dayco to sustain its EBITA margin near 10% and generate free cash flow approaching 5% of total debt during its current fiscal year. Assignments: Issuer: Dayco Products, LLC Gtd Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3) RATINGS RATIONALE Dayco's ratings reflect the company's high financial leverage, modest scale relative to global competitors in its end markets, and moderate free cash flow. Dayco maintains a good market position with a suite of engine and drivetrain products, including belts, tensioners and dampers, for top automotive manufacturers and aftermarket retailers. The company's aftermarket business, which historically represents about 45% of total revenue, provides a stable demand base. New product development and a refocus of customer relationships in the aftermarket segment have resulted higher margins over the past twelve months. Moody's expects Dayco to maintain its EBITA margin near 10% during its current fiscal year ending February 2023. Ongoing pricing initiatives and benefits from prior facilities consolidations should support steady margins despite higher material, freight and labor costs persisting. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Dayco maintains its EBITA margin near 10% and demonstrates a financial policy of acquisitions and/or distributions that is supportive of sustaining debt/EBITDA below 5.5x. Free cash flow of at least 5% of total debt could also support an upgrade. The ratings could be downgraded if Dayco demonstrates weaker earnings from lower volumes or inability to maintain operational efficiencies resulting in debt/EBITDA above 6.5x. A deterioration in liquidity with materially lower cash balances or free cash flow turning negative could result in a downgrade. Dayco Products, LLC, headquartered in Roseville, MI, is a global manufacturer of engine technology solutions targeted at primary and accessory drive systems for the worldwide aftermarket, automotive OE and industrial end markets. Revenue for the last twelve month period ended February 28, 2022 was about $912 million. The company is owned primarily by a consortium of Oaktree Capital, Anchorage Capital Group, L.L.C. and TPG Capital. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. DDM LAND MANAGEMENT: Gets OK to Hire Stehlik Law Firm as Counsel ---------------------------------------------------------------- DDM Land Management, LLC received approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Stehlik Law Firm PC, LLO to serve as legal counsel in its Chapter 11 case. The firm's services include: a. examining claims, instituting necessary proceedings and objections, and conducting various negotiations necessary to effect any adjustments; b. representing the Debtor in all legal matters arising during the continuation of its business and the control of its assets; and c. defending and prosecuting all motions, proceedings and actions initiated by and against the Debtor. The hourly rates charged by the firm for its services are as follows: Attorneys $220 per hour Paralegals $140 per hour Law Clerks $80 per hour The retainer fee is $10,000. Galen Stehlik, Esq., a partner at Stehlik Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Galen E. Stehlik, Esq. Stehlik Law Firm PC, LLO 724 W Koenig St. Grand Island, NE 68801 Tel: (308) 675-4035 Email: galen.stehlik@stehliklawfirm.com About DDM Land Management DDM Land Management, LLC, a company in Amherst, Neb., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Neb. Case No. 22-40140) on Feb. 23, 2022, listing up to $10 million in both assets and liabilities. Donald L. Swanson serves as Subchapter V trustee. Judge Thomas L. Saladino oversees the case. Stehlik Law Firm PC, LLO serves as the Debtor's legal counsel. DIOCESE OF CAMDEN: Insurers, Diocese Urge to Shield Clergy Names ---------------------------------------------------------------- Jeannie O'Sullivan of Law360 reports that a New Jersey Catholic diocese urged a bankruptcy judge Wednesday, April 6, 2022, to shield the names of clergy members and diocese personnel accused of sexually abusing children, arguing that the information should be kept confidential since the claims haven't been adjudicated. During a remote hearing before U.S. Bankruptcy Judge Jerrold N. Poslusny Jr. , the Diocese of Camden said the names at issue — which are contained in redacted exhibits on the diocese's Chapter 11 case docket — don't appear on the diocese's public list of "credibly accused" clergy and therefore the claims haven't been investigated internally or by law enforcement. About The Diocese of Camden The Diocese of Camden, New Jersey is a non-profit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. It is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. Reverend Robert E. Hughes, vicar general and vice president, signed the petition. In the petition, the Debtor disclosed total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped McManimon, Scotland & Baumann, LLC, as its bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk LLC is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured trade creditors in the Debtor's Chapter 11 case. The committee is represented by Porzio, Bromberg & Newman, P.C. DIOCESE OF CAMDEN:Unsecured Either Get 75% Dividend or 50% of Claim ------------------------------------------------------------------- The Diocese of Camden, New Jersey submitted a Fifth Amended Disclosure Statement. The Plan proposes to create a Trust to fund payments for Class 5 and Class 6 Claims pursuant to the guidelines in the Plan and Trust Agreement annexed hereto as Exhibit D with the following link: https://bit.ly/3IY6HfE. The Trust will be funded by $50,000,000 in cash from the Debtor and $10,000,000 in cash from the Other Catholic Entities. As of the date of this Disclosure Statement, 324 non-duplicative Class 5 Claims have been filed, which will share collectively in the funds contributed to the Trust. The Debtor has reached a proposed settlement with its insurers whereby the insurers will contribute $30,000,000 to the Trust for the benefit of holders of Class 5 and Class 6 Claims in exchange for a release of all liability under the Debtor's insurance policies. This settlement has not yet been approved by the Court, and the Tort Committee intends to object to the proposed settlement on the basis that this contribution is inadequate in light of, among other things, the claims held by the Debtor against its insurers and the value of claims in Class 5 and Class 6. If the settlement with the insurers is not approved by the Court, the Plan provides that the insurance policies shall be assigned to the Trust for the benefit of holders of Class 5 and Class 6 Claims. The Trust will then have the responsibility for litigating the claims against the insurers at its sole cost and expense. There is no guarantee that the Trust will be successful in this litigation in light of the defenses that the insurance companies have to these claims. Litigation may be long and costly. The Plan proposes that the Diocese, and all of its affiliated entities and persons including, but not limited to, the Parishes, Missions, Schools, and Catholic Ministry Entities, including employees and agents of each, other than accused perpetrators of abuse, and all Settling Insurers will be released, and all currently pending and future causes of action against these parties will be forever barred. The Tort Committee asserts that treatment of Tort Claims under the Plan is inadequate, and that the Plan should not be approved. As set forth in the Tort Committee Statement, the Tort Committee recommends that Tort Claimants vote to reject the Plan. Class 3 Non-Abuse General Unsecured Claims. The Diocese shall pay Allowed Class 3 Claims a 75% dividend over 5-years. Allowed Class 3 Claimants shall have the option to elect to receive a payment of 50% of their claim within 60 days after the Effective Date in full satisfaction of their respective Claims. Class 3 is impaired. Attorney for the Debtor: Richard D. Trenk, Esq. Robert S. Roglieri, Esq. TRENK ISABEL SIDDIQI & SHAHDANIAN P.C. 290 W. Mt. Pleasant Ave., Suite 2350 Livingston, New Jersey 07039 Telephone: (973) 533-1000 E-mail: rtrenk@trenkisabel.law rroglieri@trenkisabel.law A copy of the Disclosure Statement dated Mar. 30, 2022, is available at https://bit.ly/35uoywZ from PacerMonitor.com. About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar General and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DOLPHIN ENTERTAINMENT: Delays Filing of 2021 Annual Report ---------------------------------------------------------- Dolphin Entertainment, Inc., filed with the Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The Company said the Form 10-K could not be filed within the prescribed time period required for non-accelerated filers without unreasonable effort and expense because additional time is required by the Company's management to prepare certain financial information to be included in the Form 10-K. The Company is diligently preparing such financial information for inclusion in the Form 10-K and anticipates that it will file the Form 10-K no later than the fifteenth calendar day following the prescribed due date. For the year ended Dec. 31, 2020, the Company had revenues of approximately $23.9 million. The Company's revenue increased for the year ended Dec. 31, 2021 as compared to the prior year primarily due to a full year of the revenues of Be Social acquired on Aug. 17, 2020, the revenues of B/HI acquired on Jan. 1, 2021 and increased revenues from all of its subsidiaries, as customers were resuming spending for services the Company provides. Operating expenses for the year ended Dec. 31, 2020 were approximately $26.6 million. Operating expenses increased for the year ended Dec. 31, 2021, as compared to the prior year, primarily due to (i) a full year of operating expenses of Be Social and B/HI; (ii) payroll costs and benefits being restored in 2021; (iii) increase in consulting and audit related fees and (iv) increase in direct costs related to an increase in the revenues of one of the Company's subsidiaries. Other income for the year ended Dec. 31, 2020 was approximately $0.5 million. For the year ended Dec. 31, 2021, the Company had other expenses comprised primarily of changes in the fair value of certain derivative liabilities offset by the gain on extinguishment of debt from the Paycheck Protection Program loans. About Dolphin Entertainment Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc. -- http://www.dolphinentertainment.com-- is an independent entertainment marketing and premium content development company. Through its subsidiaries, 42West LLC, The Door Marketing Group LLC and Shore Fire Media, Ltd, the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment, hospitality and music industries. Dolphin Entertainment reported a net loss of $1.94 million for the year ended Dec. 31, 2020, compared to a net loss of $2.33 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $54.13 million in total assets, $30.60 million in total liabilities, and $23.53 million in total stockholders' equity. Miami, Florida-based BDO USA, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations, and at Dec. 31, 2020, has an accumulated deficit, and a working capital deficit that raise substantial doubt about the Company's ability to continue as a going concern. EARTHSTONE ENERGY: S&P Assigns 'B' ICR on Bighorn Acquisition ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Earthstone Energy Inc. S&P said, "At the same time, we assigned our 'B+' issue-level rating to the proposed notes, with a '2' recovery rating, indicating our expectation of a substantial recovery in the event of default. "The stable outlook reflects our expectation that the company will maintain FFO to debt above 60% and that it will use expected free cash flow for additional debt reduction. "We expect Earthstone Energy Inc. to close on its pending acquisition of Bighorn Permian Resources." Earthstone's pro forma production and reserves are in line with 'B' category peers. Pro forma for the Chisholm acquisition that closed in February 2022 and its pending Bighorn acquisition, Earthstone holds about 208,500 net acres in the Midland Basin, 38,100 net acres in the Delaware Basin, and 13,200 net acres in the Eagle Ford shale play. Earthstone's acreage is about 85% held by production and 92% operated in the Delaware basin and 99% held by production and 97% operated in the Midland basin. Production is expected to be around 60,000 barrels of oil equivalent per day (boe/d) to 70,000 boe/d in 2022, of which about 65%-70% is liquids (approximately 41% oil). Pro forma proved reserves are about 411 million (mm) boe, 60% of which are classified as proved developed producing. Earthstone expects to operate four rigs, two in the Midland basin and two in the Delaware basin with very little, if any, capital expenditures going to the Eagle Ford. Additionally, the company does not expect to drill on its Bighorn acreage in 2022. With four rigs operating, Earthstone expects to bring about 60 wells on per year--40 wells in the Midland basin and 20 wells in the Delaware basin--resulting in about 12 years of inventory at a West Texas Intermediate (WTI) oil price of $80 per barrel (bbl). The Chisholm acquisition should increase oil and natural gas liquids (NGLs) in future years as the Delaware acreage is more liquid-rich than Earthstone's legacy Midland acreage and the Bighorn acreage. S&P assesses Earthstone's financial risk as aggressive based on its private equity ownership. S&P said, "Pro forma for the Chisholm acquisition, EnCap Investments L.P., Warburg Pincus LLC, and Post Oak Energy Capital L.P. will own a combined 65%-67%% of the company. However, we view the 10-member board of directors as mostly independent, and the company is public. Additionally, the company has typically maintained low leverage and we do not expect leverage above 1.5x in the near term. We view the risk of re-leveraging as low based on the company's track record of funding acquisitions in a balanced manner, and we do not anticipate it will execute on any dividends or share repurchases over at least the next 12 months. "The stable outlook reflects our view that Earthstone will maintain financial policies that support strong credit measures while generating free cash flow. Over the next 12 months we expect funds from operations (FFO) to debt to average above 60%, and debt to EBITDA of around 1x. We also anticipate that the company will use free cash flow to reduce outstanding borrowings on its credit facility." S&P could lower its rating if FFO to debt drops below 30% on a sustained basis, which would likely cause us to reassess its view of the company's financial policy. This would most likely occur if: -- Production is significantly less than our expectations; -- The company makes a debt-funded acquisition that does not add to near-term cash flow; or -- Commodity prices decline below S&P's assumptions and Earthstone does not try to reduce capital spending. S&P could raise its rating if: -- S&P no longer views the company as controlled by a financial sponsor; or -- It materially increases reserves and production or adds basin diversity, while maintaining FFO to debt above 45%. ESG credit indicators: E-4, S-2, G-3 S&P said, "Environmental factors are a negative consideration in our credit rating analysis on Earthstone as the E&P industry contends with an accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher return investments. To help address these concerns Earthstone is targeting greater than 70% of oil production in the Permian Basin to be on pipeline, increased from approximately 60% in 2021, planning for 100% of water disposal on pipeline on new wells to reduce truck hauls, which reduces carbon dioxide emissions, and targeting 90% of total water on pipeline in 2022. Governance is a moderately negative consideration, as is the case for most rated entities owned or controlled by private equity sponsors. We believe the company's aggressive financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." EAST ALEXANDER HOLDINGS: Seeks Cash Collateral Access ----------------------------------------------------- East/Alexander Holdings, LLC asks the U.S. Bankruptcy Court for the Western District of New York for authority to use cash collateral in which the secured creditor, M360 Community Development Fund, LLC has or claims a lien or security interest in and to provide adequate protection. The Debtor seeks permission to use up to $70,000 per month of cash collateral until the time of a final hearing on the Motion, in accordance with budget, with a 5% variance. The Debtor acquired three residential/commercial buildings and associated parking lots by three separate deeds dated July 29, 2019, which were recorded in the Office of the Monroe County Clerk on August 5, 2019. The Properties have been owned and managed by entities owned and controlled by the Masaschi brothers for over 14 years. The Properties are subject to a first mortgage interest held by M360 Community Development Fund, LLC, securing a debt in the approximate amount of $14,000,000, inclusive of additional charges. The Properties are not subject to any other liens or encumbrances, except for delinquent real property taxes: 1) owing to the County of Monroe for tax years 2021 and 2022, in the total amount of $242,312; and 2) owing to the City of Rochester for tax year 2022, in the amount of $243,294. On July 29, 2019, Secured Creditor took an assignment of prior mortgages totaling $11,924,813, and loaned the Debtor an additional $1,275,187 for renovation and development of the Properties, evidenced by certain loan documents. The Debtor believes the value of the Properties is significantly higher than the assessed value and also higher than the value that the Secured Creditor has assigned to the Properties, based on prior purchase offers which the Secured Creditor has rejected. The Properties were appraised by Cushman & Wakefield, Inc., in June 2019, before the COVID-19 pandemic, to have a combined fair market value of $17,100,000. The Debtor believes that with its continued management, the lost value can be recovered for the benefit of all creditors. As adequate protection for the use of such cash collateral, the Debtor proposes to provide a replacement lien to the Secured Creditor and to segregate and account for cash collateral, which is in, or which hereafter comes into its possession, custody or control. As additional adequate protection, the Debtor proposes to make monthly adequate protection payments to the Secured Creditor in the amount of $35,000, for the months of April, May and June 2022, which payments shall increase to an amount equal to the contract rate of interest on the value of the Secured Creditor's interest commencing July 1, 2022. The Secured Creditor is adequately protected by its collateral and projected net income each month of approximately $67,000. The secured position of M360 will not deteriorate during the use of cash collateral and the use of cash collateral is absolutely essential to the Debtor's prospects for reorganization. A copy of the motion is available at https://bit.ly/3DNoXra from PacerMonitor.com. About East/Alexander Holdings East/Alexander Holdings LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), sought Chapter 11 bankruptcy protection (Bankr. W.D. N.Y. Case No. 22-20151) on April 2, 2022. In the petition filed by Louis R. Masaschi, as managing member, East/Alexander Holdings LLC listed estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. David H. Ealy, Esq., of CRISTO LAW GROUP LLC, is the Debtor's counsel. ELI & ALI, LLC: Lender Says Further Amended Plan to Resolve Issues ------------------------------------------------------------------ Lender TD Bank, N.A., filed a reservation of rights to the adequacy of the Amended Disclosure Statement for the Plan of Reorganization Proposed by Eli & Ali, LLC. Prior to the Petition Date, pursuant to a Business Loan Agreement dated as of March 5, 2019, between the Debtor and the Lender (the "Loan Agreement"), the Debtor executed and delivered to Lender a certain Promissory Note dated as of March 5, 2019 (the "Note") in the principal amount of $99,000. In order to induce the Lender to enter into the Loan Agreement and extend the Loan to the Debtor, Jeffrey Ornstein (the "Guarantor") executed and delivered a Commercial Guaranty dated March 5, 2019 (the "Guaranty") to the Lender pursuant to which the Guarantor guaranteed to Lender the payment and performance of all of the Debtor's obligations to the Lender. On or about May 5, 2021, the Lender filed its secured proof of claim in the instant bankruptcy case in the sum of $149,353.77, as of the Petition Date, designated by the Clerk of the Court as Claim No. 7. On or about March 17, 2022, the Debtor filed its Amended Disclosure Statement for the Plan of Reorganization Proposed by the Debtor (the "Amended Disclosure Statement") and Debtor's Amended Plan of Reorganization (the "Amended Plan"). The Debtor and Lender have been negotiating in good faith with respect to the treatment of Lender's claim in the instant bankruptcy case. Upon the filing of the Amended Plan, counsel for the Lender provided counsel for the Debtor addition comments to the Amended Plan which may require the Debtor to further amend the Amended Disclosure Statement. Lender believes that the Debtor and Lender will come to an amicable resolution of the treatment of the Lender's claim, however, out of abundance of caution, Lender reserves all its rights to raise any objections it has to the Amended Disclosure Statement at the hearing on the adequacy of the Disclosure Statement. Attorneys for the TD Bank, N.A.: Teresa Sadutto-Carley, Esq. PLATZER, SWERGOLD, GOLDBERG, KATZ & JASLOW, LLP 475 Park Avenue South - 18th Floor New York, New York 10016 Telephone: (212) 593-3000 Facsimile: (212) 593-0353 E-mail: tsadutto@platzerlaw.com About Eli & Ali Saying that it faced financial difficulties caused by the shutdown of restaurants during the first wave of the Covid 19 pandemic, Eli & Ali LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-40920) on April 7, 2021. In the petition signed by Jeffrey Ornstein, managing member, the Debtor disclosed $270,150 in assets and $1,427,375 in liabilities. Judge Jil Mazer-Marino oversees the case. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, is the Debtor's counsel. Capital One, National Association, the prepetition lender, is represented by Troutman Pepper Hamilton Sanders LLP. EPIQ GLOBAL: Moody's Hikes CFR to B3 & Rates New First Lien Debt B2 ------------------------------------------------------------------- Moody's Investors Service upgraded DTI Holdco, Inc.'s (dba "Epiq Global" or "Epiq") corporate family rating to B3 from Caa1 and probability of default rating to B3-PD from Caa1-PD. At the same time, Moody's assigned a B2 rating to Epiq's proposed first lien senior secured credit facility, consisting of a $125 million revolving credit facility expiring 2027 and a $960 million first lien term loan due 2029. The outlook remains stable. Net proceeds from the proposed term loan and a $250 million privately placed senior secured second lien term loan (not rated by Moody's) will be used to retire the company's existing credit facility and pay associated transaction fees and expenses. Moody's expects the new revolving credit facility to be undrawn at closing. The financing is expected to close by the end of April. Upgrades: Issuer: DTI Holdco, Inc. Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Assignments: Issuer: DTI Holdco, Inc. Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: DTI Holdco, Inc. Outlook, Remains Stable All ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. The instrument ratings are subject to change if the proposed capital structure is modified. The Caa1 ratings on the company's existing credit facilities (revolver and term loan) have not been changed and will be withdrawn upon close of the transaction. RATINGS RATIONALE The upgrade of the CFR to B3 incorporates the expectation of Epiq's timely completion of the refinancing transaction on currently proposed terms will ease Moody's concerns around the company's ability to refinance on commercially viable terms in advance of debt maturities. As proposed, the new capital structure affords the company ample liquidity, and hence time to execute its future growth plan and manage working capital volatility. However, the refinancing will not alter the company's very high level of debt and leverage, with pro forma debt-to-EBITDA of 7.8 times (Moody's adjusted and expensing capitalized software development expenses) as of December 31, 2021. Moody's expects that Epiq's financial growth strategies will remain aggressive, including the potential for debt-funded acquisitions, while it will also prudently manage its liquidity. Positive industry tailwinds, including secular trends that will drive increased legal spend and gradual transition of work from law firms to alternative legal service providers ("ALSP"), combined with Epiq's strong bookings, should drive the company's organic revenue and EBITDA growth in a low single-digit percentage range over the next two years. Given Moody's expectation for a low single-digit topline growth and Epiq's prioritization of growth investments and acquisitions, its debt-to-EBITDA will likely remain around 7.0 times over the next 12-18 months. Epiq's very high debt service cost and large capital spending plan, given the continued investment to digitize its platform, will only result in a low single-digit free cash flow to debt over the next 12-18 months. The B3 CFR reflects Epiq's high pro forma debt-to-EBITDA leverage, estimated at 7.8 times (Moody's adjusted and expensing all capitalized software development costs) as of December 31, 2021, which is projected to decline around 7.0 times over the next 12-18 months. Epiq operates in an intensely competitive and fragmented eDiscovery market with modest customer concentration. The event driven nature of the company's business segments creates short term earnings and working capital volatility that limits revenue visibility. The company is also exposed to event risks under private equity ownership, especially debt-funded acquisitions. The company's credit profile benefits from Epiq's global position as an alternative legal service provider ("ALSP"), offering cloud-based technology and services to corporate clients and law firms. The favorable macro industry dynamics for the eDiscovery market, driven by the exponential growth of created and stored data, the potential for regulatory changes in the US, and the anticipated pandemic-related litigation support Moody's expectation for stable single-digit organic topline growth over the next two years. Epiq has high governance risk associated with private equity ownership, tolerance for high leverage and the potential for a more aggressive growth strategy. Additionally, Moody's believes that tech-enabled data providers, especially those that host critical and sensitive information, will remain prime targets for cyber criminals, creating various degree of cyber reputational risk for these firms. The management's organization is multi-layered and has been overhauled over the last several years. The company is building a track record of meeting annual budget targets. Epiq's adequate liquidity profile will be supported by a pro forma cash balance of approximately $23 million at closing and full availability under a new $125 million revolving credit facility due 2027 (undrawn at closing). Moody's expects Epiq will generate normalized annual free cash flow of around 1% to 3% of total debt over the next 12-15 months. These cash sources provide adequate coverage for required annual term loan amortization of approximately $9.6 million, paid quarterly. There are no financial maintenance covenants applicable to the term loans, but the revolver is subject to a springing maximum first lien net leverage ratio of 7.4x, tested quarterly if the amount of revolver usage exceeds more than 35% ($43.75 million) of the revolving credit facility. The company is expected to maintain covenant compliance over the next 12-15 months even if the covenant utilization threshold is triggered. The B2 rating assigned to Epiq's senior secured first lien credit facility (revolver and term loan), one notch above the company's B3 CFR, reflects their senior position in the capital structure relative to the senior secured second lien term loan and unsecured claims. The credit facility is secured jointly and severally by perfected first-priority security interests in substantially all the personal property of the borrower and each guarantor, first priority mortgages on material fee-owned real property of the borrower and each guarantor, and all proceeds and products of the property and assets. The credit facility is unconditionally guaranteed on a secured, first-priority basis by its direct parents and all of the borrower's present and future, direct and indirect domestic restricted subsidiaries. As proposed, the first lien revolver, first lien term loan and second lien term loan are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to 100% of pro forma LTM adjusted EBITDA, plus unlimited amounts subject to 4.5x first lien net leverage ratio. The credit agreement prohibits the sale or transfer of material intellectual property to unrestricted subsidiaries, which limits collateral "leakage" to unrestricted subsidiaries. Non-wholly owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. The above are proposed terms and the final terms of the credit agreement may be materially different. The stable outlook reflects Moody's expectation that Epiq's credit metrics will gradually improve over the next 12-18 months, such that debt-to-EBITDA will trend towards 7.0 times. Moody's also expects the company will maintain adequate liquidity and generate slightly positive free cash flow in 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Epiq's ratings if profitable revenue growth leads to a material reduction in leverage such that debt-to-EBITDA (Moody's adjusted) leverage is sustained below 6.0 times, free cash flow to debt is sustained above 5%, and good liquidity. Moody's could downgrade Epiq's ratings if revenue growth or profitability rates weaken, or if the company fails to generate positive free cash flow over an extended period. Quantitatively, the rating could also be downgraded if the company's debt-to-EBITDA (Moody's adjusted) is sustained above 7.5 times or liquidity deteriorates for any other reason. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in New York, NY, Epiq is a leading global alternative legal service provider, namely litigation and administrative support services for corporations and law firms in North America, Europe, Asia and Australia. Epiq is majority owned by an investor group controlled by OMERS Private Equity, Inc., Harvest Partners, L.P., and management. The company generated annual revenue of approximately $1 billion in fiscal year ended 2021. ETHEMA HEALTH: Needs More Time to File Form 10-K ------------------------------------------------ Ethema Health Corporation filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The company was unable to file its Annual Report by the prescribed date without unreasonable effort or expense because it was unable to compile and review certain information required in order to permit it to file a timely and accurate report on its financial condition. The company believes that the Annual Report will be completed and filed within the 15-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The company anticipates that the Annual Report on Form 10-K will be filed on or before the deadline. About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com-- operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Ethema reported net income of $3.08 million for the year ended Dec. 31, 2020, a net loss of $14.96 million for the year ended Dec. 31, 2019, and a net loss of $8.18 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $6.66 million in total assets, $18.26 million in total liabilities, $400,000 in preferred stock, and a total stockholders' deficit of $12 million. Sunrise, Florida-based Daszkal Bolton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing the Company had accumulated deficit of approximately $42.4 million and negative working capital of approximately $12.9 million at Dec. 31, 2020, which raises substantial doubt about its ability to continue as a going concern. FAMILY FRIENDLY: Wins Cash Collateral Access Thru May 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland authorized Family Friendly Contracting, LLC to use the cash collateral of Live Oak Banking Company to pay for operating expenses in the ordinary course of the Debtor's business for the period from April 1 through May 31, 2022. As adequate protection, the Debtor grants Live Oak valid and fully perfected replacement liens with the same validity, extent and priority on the same assets on which it held prepetition liens and all proceeds thereof, to the extent of diminution in value of Live Oaks' prepetition collateral. To the extent not already granted in the Loan Documents, Live Oak was previously granted a valid, binding, continuing, enforceable, fully-perfected, first-priority security interest in and liens on the proceeds from the sale of all automobiles owned by the Debtor (the Vehicles) not subject to an existing properly-perfected prepetition security interest, and second-priority liens on the proceeds from the sale of any Vehicles which are subject to an existing properly perfected prepetition security interest (a Prior Vehicle Lien), to the extent of any Diminution In Value. The Debtor agrees that the remaining $18,503 of the net proceeds from the sale of the Vehicles will be paid to Live Oak within seven days of the entry of the Order and applied to the Loans as a principal curtailment. The Debtor's payment of the remaining proceeds to Live Oak satisfies any first and second priority security interest in and liens on the Vehicles and/or their proceeds otherwise held by Live Oak under any loan documents and/or court order(s). For the avoidance of doubt, nothing will affect Live Oak's security interest in and liens on the remaining Collateral. Live Oak agrees that it will first look to the proceeds of the sale of the Vehicles to satisfy any claim for Diminution of Value. In the event the liens and other rights in the proceeds of the sale of the Vehicles granted to Live Oak as adequate protection are not adequate to satisfy Live Oak's claim for Diminution of Value, the Debtor consents to Live Oak being granted and Live Oak will have, subject to further notice and application to the Court, an allowed superpriority claim pursuant to Section 507(b) of the Bankruptcy Code to the extent of any Diminution In Value of its Collateral. The Debtor owed Live Oak under certain prepetition loan agreements in original principal amounts of $5,000,000; $500,000 and $250,000. A further hearing on the matter is scheduled for May 24 at 10:30 a.m. A copy of the order is available for free at https://bit.ly/3DI19or from PacerMonitor.com. About Family Friendly Contracting LLC Family Friendly Contracting LLC is a local home improvement, restoration and contract management company that provides reliable services to homeowners and commercial properties in Maryland, D.C. and West Virginia. Its commercial and residential services include fire and smoke restoration, water and flood damage restoration, storm and wind damage restoration, remodeling, additions, basement finishing, and service support for property management companies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 21-14213) on June 27, 2021. In the petition signed by Adam Borcz, chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Thomas J. Catliota oversees the case. Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC is the Debtor's counsel. Live Oak Banking Company, as lender, is represented by Whiteford Taylor Preston LLP. FIRST BRANDS: S&P Raises ICR to 'B+' Following 2021 Outperformance ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on First Brands Group LLC to 'B+' from 'B' on increased margins and improving credit metrics, following solid integrations of three large acquisitions completed during the latter half of 2020. S&P said, "At the same time, we raised the issue-level ratings on the first-lien and second-lien credit facilities to 'B+' and 'B-', respectively. The '3' recovery rating on the first-lien is unchanged, indicating our expectation for a meaningful recovery (50%-70%, rounded estimate: 65%) in the event of a default. The '6' recovery rating on the second-lien term loan recovery score is also unchanged, reflecting negligible recovery (0%-10%, rounded estimate: 0%). "The stable outlook reflects our view that First Brands' EBITDA margins will remain in line with 2021 and the company will deliver planned cost savings related to in-sourcing and similar operational activities. The upgrade reflects improving operating results, indicating First Brands' success in integrating three large acquisitions it completed during 2020 and the realization of management's restructuring actions. The integration of these large acquisitions demonstrated the company's ability to operate the business during a period of economic uncertainty amid the COVID-19 pandemic and ongoing supply chain disruptions. The company has established an effective track record of acquiring brands, some of which were operationally challenged, and improving their margins through insourcing, facility integration, and pricing initiatives. For example, the company successfully integrated the Centric and Brake Parts operations, which resulted in cost savings and better volumes. The company has also been able to grow volumes and raise prices by cross-selling its many product categories. S&P said, "We forecast First Brands' credit metrics will continue improving slightly in the projection period based on our assumption that EBITDA margins will remain in line with 2021 performance. EBITDA margins meaningfully increased above 20% in 2021 as organic sales volumes rebounded from the impact of COVID-19 during the prior year and the company benefited from scale across its relatively fixed SG&A cost base. Going forward, we are forecasting sales volumes will remain stable and gross margins will moderately improve as some of the large restructuring spending in 2021 declines in 2022 and 2023. However, this will likely be offset by increased product marketing and advertising expenses to further penetrate the aftermarket retailer channel and maintain engagement in its core customer base. "While we are forecasting continued credit metric improvement, the next couple of years could be more challenging should higher inflation hurt the consumer, which could decrease repair investment. First Brands' operating model is fairly sensitive to changes in sales volumes, and such a decline could cause EBITDA margins to compress should consumers defer spending on vehicle maintenance and repairs. Though the company has demonstrated success at passing through inflationary pressures via higher pricing or offsetting the costs with operational cost synergies, First Brands could experience further inflation in both raw material and labor costs, which could be hard to pass on to consumers who are becoming increasingly stretched by higher prices for gasoline, food, and housing. "Recently, the company enhanced its liquidity and currently has more than $500 million of cash on the balance sheet. The company's abundant liquidity at year end should provide sufficient cushion to navigate macroeconomic disruptions. Still, we expect the company may use a portion of this cash to pursue further acquisitions. "The stable outlook for First Brands reflects our view that EBITDA margins remain in line with 2021 levels along with the company delivering on planned cost savings. "We would consider a downgrade over the next 12 months if EBITDA margins decline, causing debt to EBITDA to increase above 4.5x or FOCF to debt to be less than 5%. A decline in First Brands' margins could occur because of lower sales volumes as a result of reduced consumer spending, it loses a top customer, or if it experiences operational challenges that adversely affect the cost structure. A downgrade could also be considered if First Brands announced plans to pursue large debt-financed acquisitions that dilute cash flows." An upgrade for First Brands would be considered if: -- Debt to EBITDA remains well below 4x; -- FOCF to debt remains greater than 10%; and -- The company committed to maintaining credit metrics at these levels; -- These factors could occur if the company continues to maintain its improved EBITDA margins and integrate acquisitions without material operational issues. Alternatively, S&P could consider an upgrade if the company were to increase scale, maintain or strengthen market share of its brands, and maintain EBITDA margins and credit metrics at or better than recent levels. ESG credit indicators: E-2, S-2, G-3 S&P said, "Environmental factors have an overall neutral influence on our credit rating analysis of First Brands Group LLC. As an aftermarket supplier of brakes, filters, and wipers (85% of revenues tied to replacement market), with a focus on vehicles that are typically six years or older, First Brands is relatively insulated from trends toward vehicle electrification. Governance is a moderately negative consideration. We view the controlling ownership by its founder owner as demonstrating corporate decision-making that prioritizes the interests of the controlling owners over other shareholders. This structure in our view could also limit the effectiveness of the board of directors." FLUSHING LANDMARK: Unsecureds Either Paid in Full or Get $20K ------------------------------------------------------------- Flushing Landmark Realty LLC submitted a Third Amended Disclosure Statement. Recoveries projected in the Plan shall be from the Debtor's re-financing of the Real Property or, in the event that the Debtor fails to close on the proposed re-financing and pay to 41- 60 the amounts agreed upon pursuant to the agreement entered into with 41-60 (the "41-60 Settlement Agreement") attached hereto as Exhibit F by a date not later than the date set forth in the 41-60 Settlement Agreement, the sale of the Real Property. The amount generated by the proposed re-financing of the Real Property shall be used to satisfy the claim of 41-60; the payment of any outstanding statutory fees due and owing the United States Trustee; the payment of allowed costs of administration of the case (the "Administrative Claims") and a distribution to the holder of Allowed General Unsecured Claims. In the event that the Debtor is unable to meet the deadlines imposed, the Debtor shall conduct an auction sale (the "Auction") of the Real Property and the proceeds realized by the Auction shall be used to satisfy the claim of 41-60; the payment of any outstanding statutory fees due and owing the United States Trustee; the payment of allowed costs of administration of the case; and a distribution to the holders of Allowed General Unsecured Claims. The Debtor believes that the recoveries provided for in the proposed Plan exceed any recovery that would otherwise be available if 41-60 were to foreclose on its interest in the Real Property. Similarly, the Debtor believes that if this chapter 11 case was converted to one under chapter 7 of the Bankruptcy Code, the holders of the Allowed General Unsecured Claims would receive less than the amounts anticipated in the Debtor's Plan due to the additional administrative expenses that would necessarily be incurred in such liquidation. Under the Plan, Class 3 Allowed General Unsecured Claims totaling $202,648.38. Consolidated Edison Company of New York. On December 24, 2020, Consolidated Edison Company of New York ("Con Edison") timely filed Claim No. 5 in the amount of $50,583.31. Accordingly, Con Edison shall have an allowed general unsecured claim in the amount of $50,583.31. United States Small Business Administration. On December 1, 2020, Small Business Administration ("SBA") timely filed Claim No. 2 in the amount of $152,065.07 as a Secured Claim. The SBA does not have a Lien on any assets of the Debtor's Estate. Accordingly, SBA shall have an allowed general unsecured claim in the amount of $152,065.07. Provided that the closing on the Exit Facility has occurred, and the First Reduced Payment or the Second Reduced Payment (as may be applicable) was made to 41-60 in accordance with the 41-60 Settlement Agreement, the Allowed General Unsecured Claims of Con Edison and the SBA shall be paid in full in Cash within 10 business days from the Effective Date. If neither the First Reduced Payment nor the Second Reduced Payment (as may be applicable) is made to 41-60 in accordance with the 41-60 Settlement Agreement, the sum of $20,264.00 will be available for pro rata distributions to Holders of Allowed Unsecured Claims including, but not limited to, the Allowed General Unsecured Claims of Con Edison and the SBA. Distributions to such Holders of Allowed Unsecured Claims including, but not limited to, the Allowed General Unsecured Claims of Con Edison and the SBA shall be made in Cash within 10 business days from the Effective Date. Class 3 is impaired. Class 4 Other General Unsecured Claims. Victoria Realty Group LLC ("VRG") is an insider of the Debtor as that term is defined under the Bankruptcy Coe. VRG will not receive a distribution under the Plan and shall be subordinated to all other Allowed General Unsecured Claims. Landmark Portfolio. Landmark Portfolio will not receive a distribution under the Plan. In accordance with the Landmark Portfolio Stipulation, Landmark Portfolio shall be paid and satisfied in the Wu chapter 11 case. Class 4 is impaired. The Debtor, along with Lucky Star-Deer Park, LLC, Queen Elizabeth Realty LLC and Wu (as sponsor), have entered into the Term Sheet. In connection with confirmation of the Plan, the Debtor shall seek Bankruptcy Court approval of the Exit Facility. The Debtor currently anticipates that the Exit Facility will be funded in the gross principal amount of $170,000,000.00 (such Exit Facility being intended to fund this Plan as well as the plans in the chapter 11 cases of Wu and Lucky Star-Deer Park LLC. The Effective Date of the Plan is expressly conditioned upon, inter alia, the closing on the Exit Facility having occurred and there being sufficient proceeds allocated from the Exit Facility to fully fund the Plan. Attorneys for the Flushing Landmark Realty, LLC: Fred S. Kantrow, Esq. THE KANTROW LAW GROUP, PLLC 6901 Jericho Turnpike, Suite 230 Syosset, New York 11791 Tel: (516) 703-3672 E-mail: fkantrow@thekantrowlawgroup.com A copy of the Disclosure Statement dated March 30, 2022, is available at https://bit.ly/3IZnEGu from PacerMonitor.com. About Flushing Landmark Realty Flushing Landmark Realty LLC is primarily engaged in renting and leasing real estate properties. The Company is the owner of a fee simple title to a commercial building located at 41-60 Main Street, Flushing, New York. Flushing Landmark Realty LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-73302) on Oct. 30, 2020. In the petition signed by Myint J. Kyaw, principal, the Debtor estimated $353,831 in total assets and $97,476,811 in total liabilities. Fred S. Kantrow, Esq., at ROSEN & KANTROW, PLLC, represents the Debtor. FORE MACHINE: Wins Cash Collateral Access, $2.5MM DIP Loan ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Fore Machine, LLC and affiliates to, among other things, use cash collateral on a final basis and obtain postpetition financing. The Debtors require both the use of cash collateral and the DIP Loans in order to meet their immediate postpetition liquidity needs. The Debtor sought entry of an interim order and a final order authorizing the Debtors to obtain post-petition financing in an aggregate principal amount not to exceed $2.5 million from Southfield Mezzanine Capital, L.P., a Delaware limited partnership, and NewSpring Mezzanine Capital III, L.P., a Delaware limited partnership. The Debtors are parties to a Senior Subordinated Note Purchase Agreement dated as of February 23, 2017 by and among the Debtors, Newspring Mezzanine Capital III, L.P., (in its capacity as Administrative Agent, the "Prepetition Agent") and Newspring Mezzanine Capital III, L.P. and Southfield Mezzanine Capital, L.P. As of the Petition Date, the aggregate principal amount that the Debtors owed to the Prepetition Lenders pursuant to the Note Purchase Agreement was not less than $21,671,429 plus pre-petition interest, fees, expenses, and other amounts arising in respect of such obligations existing immediately prior to the Petition Date. As adequate protection for the respective interests of the Prepetition Agent and the Prepetition Lenders, the Prepetition Agent are granted, for the benefit of Prepetition Lenders, a continuing replacement security interest in, and lien, effective as of the Petition Date without the necessity of the Prepetition Agent or either Prepetition Lender taking any further action upon all property acquired by any Debtor after the Petition Date and all proceeds, profits, rents, and products thereof. The Replacement Lien will be senior to any security interests, liens or allowed superpriority claims subsequently granted to any other person or entity other than the DIP Agent or either DIP Lender. The Replacement Lien are automatically valid and perfected without any further notice or act by any party that may otherwise be required under any other law. As additional adequate protection, in the event that the Replacement Lien is insufficient to protect the interests of the Prepetition Agent and the Prepetition Lenders any such insufficiency will have priority. A copy of the order is available at https://bit.ly/3NOwkDd from Stretto, the claims agent. About Fore Machine, LLC Fore Machine, LLC manufactures aircraft engines and engine parts. Fore Machine and its affiliates Aero Components, LLC, Fore Aero Holdings, LLC, and Fore Capital Holding, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 22-40487-11) on March 7, 2022. The cases are jointly administered. In the petitions signed by Jens Verloop, chief financial officer, Fore Machine disclosed up to $50 million in both assets and liabilities. Katherine A. Preston, Esq., at Winston & Strawn LLP, is the Debtor's counsel. Judge Mark X. Mullin oversees the case. Stevens & Lee, led by Robert Lapowsky, Esq., represents the lenders NewSpring Mezzanine Capital III, L.P. and Southfield Mezzanine Capital, L.P. FUEL DOCTOR: Delays Filing of 2021 Annual Report ------------------------------------------------ Fuel Doctor Holdings, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The Company said certain financial information necessary for an accurate and full completion of the Annual Report could not be obtained within the prescribed time period without unreasonable effort or expense. About Fuel Doctor Calabasas, Cal.-based Fuel Doctor Holdings, Inc., is the exclusive distributor for the United States and Canada of a fuel efficiency booster (the FD-47), which plugs into the lighter socket/power port of a vehicle and increases the vehicle's miles per gallon through the power conditioning of the vehicle's electrical systems. The Company has also developed, and plans on continuing to develop, certain related products. Fuel Doctor reported a net loss of $2.69 million in 2011, compared with a net loss of $2.48 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.37 million in total assets, $1.61 million in total liabilities and a $240,899 total shareholders' deficit. Rose, Synder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the period ended Dec. 31, 2011. The independent auditors noted that the Company has sustained recurring operating losses, continues to consume cash in operating activities, and has an accumulated deficit at Dec, 31, 2011. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GAMESTOP CORP: Plans to Implement Class A Common Stock Split ------------------------------------------------------------ GameStop Corp. plans to request stockholder approval at the upcoming 2022 Annual Meeting of Stockholders for an increase in the number of authorized shares of Class A common stock from 300,000,000 to 1,000,000,000 through an amendment to the Company's Third Amended and Restated Certificate of Incorporation in order to implement a stock split of the Company's Class A common stock in the form of a stock dividend and provide flexibility for future corporate needs. GameStop also intends to request stockholder approval at the Annual Meeting for a new incentive plan to support future compensatory equity issuances. If the 2022 Equity Plan is approved by stockholders, it will replace the current GameStop Corp. 2019 Incentive Plan, and 8,000,000 shares of the Company's Class A common stock, plus any shares subject to the 2019 Plan that expire, are forfeited, cancelled, terminated or settled in cash after the 2022 Plan is effective, will be available for issuance under the 2022 Plan. GameStop's Board of Directors has approved both stockholder proposals, but the stock dividend will be contingent on final board approval. The Company's definitive proxy statement relating to the Annual Meeting will include additional details regarding the Charter Amendment and the 2022 Equity Plan, as well as the record date, date and location of the Annual Meeting. About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce properties and thousands of stores. GameStop reported a net loss of $381.3 million in 2021, a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of Jan. 29, 2022, the Company had $3.49 billion in total assets, $1.89 billion in total liabilities, and $1.6 billion in total stockholders' equity. GAUCHO GROUP: Delays Filing of 2021 Annual Report ------------------------------------------------- Gaucho Group Holdings, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the period ended Dec. 31, 2021. Gaucho Group has determined that it is unable to file its Annual Report by the deadline because its consolidated financial statements for the year ended Dec. 31, 2021 have not been finalized. The company anticipates that it will be able to file the Form 10-K within the extension period provided pursuant to Rule 12b-25. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. -- http://www.algodongroup.com-- was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly-owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Gaucho Group reported a net loss of $5.78 million for the year ended Dec. 31, 2020, compared to a net loss of $6.95 million for the year ended Dec. 31, 2019, a net loss of $5.68 million for the year ended Dec. 31, 2018, and a net loss of $7.91 million for the year ended Dec. 31, 2017. As of Sept. 30, 2021, the Company had $17.61 million in total assets, $4.03 million in total liabilities, and $13.58 million in total stockholders' equity. GEX MANAGEMENT: Delays Filing of 2021 Annual Report --------------------------------------------------- GEX Management, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The company was unable to file its Annual Report by the prescribed date of March 31, 2022, without unreasonable effort or expense, because it needs additional time to complete certain disclosures and analyses to be included in the Annual Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the company intends to file the Annual Report on or prior to the 15th calendar day following the prescribed due date. About GEX Management GEX Management -- http://www.gexmanagement.com-- is a management consulting company providing Strategy and Enterprise Technology Consulting solutions to public and private companies across a variety of industry sectors. GEX Management is strategically purposed to provide tailored business service products and services to its clients. GEX Management reported a net loss of $224,947 in 2020, a net loss of $100,200 in 2019, and a net loss of $5.10 million in 2018. As of Sept. 30, 2021, the Company had $3.25 million in total assets, $4.99 million in total liabilities, and a total shareholders' deficit of $1.74 million. GLOBAL MINISTRIES: S&P Withdraws 'CCC' Rating on 2009A Bonds ------------------------------------------------------------ S&P Global Ratings has withdrawn its 'CCC' ratings on Global Ministries Fellowship (GMF), Tenn.'s 2009A bonds issued on behalf of GMF Stonekey LLC and 2014A bonds issued on behalf of GMF Serenity Housing LLC. In addition, S&P Global Ratings withdrew its rating on its 2013A GMF-affiliated bonds issued for GMF Indiana 4 LLC. The outlook on all ratings was negative prior to withdrawal. "We are withdrawing these ratings because we lack sufficient information regarding the restructuring of these projects and their new ownership and management," said S&P Global Ratings credit analyst Raymond Kim. According to a public notice from GMF posted on EMMA on March 20, 2022, GMF sold the properties and debt associated with these three multifamily housing transactions to Eternal Housing Fund (EHF), a non-profit organization. S&P said, "Based on transaction documents provided by GMF, we understand that the sales occurred in August 2021 (GMF Serenity Housing LLC), November 2021 (GMF Stonekey LLC), and January 2022 (GMF Indiana 4 LLC). We were not made aware of these changes in ownership when they occurred; however, the projects' respective loan agreements require notification to the rating agency regarding sales." S&P views the lack of timely and sufficient information regarding the organizational restructuring as an elevated transparency and reporting governance risk that it captures under its environmental, social, and governance factors. All series of bonds were issued on behalf of separate affiliates of GMF, to finance the acquisition, renovation, and equipping of the specified multifamily affordable rental housing projects. Certain terms used in this report, particularly certain adjectives used to express S&P's view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. GRATA CAFE: Wins Cash Collateral Access Thru April 23 ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina, Durham Division, authorized Grata Cafe, LLC to use cash collateral on an interim basis in the ordinary course of business in accordance with the budget, with a 10% variance through the earliest of (i) the entry of a final order authorizing the use of cash collateral, or (ii) the entry of a further interim order authorizing the use of cash collateral, or (iii) April 23, 2022 or (iv) the entry of an order denying or modifying the use of cash collateral, or (v) the occurrence of a Termination Event. These events constitute a "Termination Event": a. The effective date of any confirmed Chapter 11 plan in the proceeding; b. Conversion of the case to another Chapter of the Bankruptcy Code or removal of the Debtor from possession; c. The entry of further orders of the Court regarding the subject matter hereof; d. Dismissal of the proceeding; or e. Occurrence of an event of default that is not timely cured. The Debtor requires the use of cash collateral to pay its operational needs including the cost of maintaining the business, payment of adequate protection payments, and other normal expenses incurred in the ordinary course of the Debtor's business and as a result of the filing of the Chapter 11 proceeding. Extensive delays in opening the cafe and construction costs, followed by a depressed restaurant environment due to the COVID-19 pandemic, forced the Debtor to incur significant debt, both from institutional lenders and from his wife, Rachel Radford's business, Ceremony Salon. On June 24, 2021, the Debtor and CFG Merchant Solutions entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's assets "now or hereafter acquired" and perfected by UCC Financing Statement 20210084467F filed with the North Carolina Secretary of State. The Debtor believes the balance of the CFG loan to be approximately $12,000. On September 13, 2021, the Debtor and Green Grass Capital entered into a loan and security agreement. The loan was secured by a blanket lien on all the Debtor's "present and future accounts" and perfected by UCC Financing Statement 20210123874A filed with the North Carolina Secretary of State. The Debtor believes the balance of the Green Grass loan to be approximately $3,000. As adequate protection, the Secured Parties are granted a post-petition replacement lien in Debtor's post-petition property of the same type which secured the indebtedness of the Secured Party pre-petition. The security interests and liens granted to the Secured Party: (i) are and will be in addition to all security interests, liens and rights of set-off existing in favor of the Secured Party on the Petition Date, if any; and (ii) will secure the payment of the indebtedness owing to the Secured Party in an amount equal to the aggregate cash collateral used or consumed by the Debtor. The Debtor will preserve, protect, maintain and adequately insure all its assets and continue to operate in the ordinary course of business. As additional adequate protection, the Debtor will keep all of the Debtor's personal property insured for no less than the amounts of the pre-petition insurance and maintain appropriate workers compensation and general liability insurance. The Debtor will timely pay all insurance premiums related to any and all of the collateral securing the claims of the Secured Parties. A further cash collateral hearing is scheduled for April 21 at 10 a.m. A copy of the order and the Debtor's budget for the period from March 29 to April 23, 2022 is available at https://bit.ly/3r2nsjF from PacerMonitor.com. The Debtor projects $45,800 in revenue and $43,693 in expenses for the period. About Grata Cafe, LLC Grata Cafe, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-00494) on March 8, 2021. The case was transferred to the Middle District of North Carolina (Bankr. M.D.N.C. Case No. 22-80071) on March 21, 2022. In the petition filed by Jerome Radford, member-manager, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Lena Mansori James oversees the case. Travis Sasser, Esq., at Sasser Law Firm is the Debtor's counsel. GROM SOCIAL: Delays Filing of 2021 Annual Report ------------------------------------------------ Grom Social Enterprises, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The company was unable to file its Annual Report by the prescribed date of March 31, 2022, without unreasonable effort or expense, because the company needs additional time to complete certain disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the company intends to file the Report on or prior to the 15th calendar day following the prescribed due date. Grom Social expects that a significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in its Annual Report on Form 10-K, including an increase in operating expenses and other expenses of greater than 50% due in large part to expenses required in connection with the company's equity financing, recapitalization and Nasdaq uplisting activities. The company has not finalized its financial statements for the year ended Dec. 31, 2021 and accordingly, is unable to quantify the anticipated changes in its results of operations at this time. About Grom Social Boca Raton, Florida-based Grom Social Enterprises, Inc. -- www.gromsocial.com -- is a media, technology and entertainment company focused on delivering content to children under the age of 13 years in a safe secure Children's Online Privacy Protection Act ("COPPA") compliant platform that can be monitored by parents or guardians. The Company operates its business through the following four wholly-owned subsidiaries: Grom Social, Inc., TD Holdings Limited, Grom Educational Services, Inc., and Grom Nutritional Services, Inc. Grom Social reported a net loss of $5.74 million for the year ended Dec. 31, 2020, compared to a net loss of $4.59 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $31.19 million in total assets, $5.71 million in total liabilities, and $25.48 million in total stockholders' equity. BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 13, 2021, citing that the Company has incurred significant operating losses since inception and has a working capital deficit which raises substantial doubt about its ability to continue as a going concern. GROWLIFE INC: Delays Filing of 2021 Annual Report ------------------------------------------------- Growlife, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. GrowLife was unable to file its Annual Report by the prescribed due date, without unreasonable effort or expense. Specifically, the company's receipt of information from certain third parties related to the completion of its audit has been delayed. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the company intends to file the Annual Report on or prior to the 15th calendar day following the prescribed due date. About GrowLife GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- aims to become the nation's largest cultivation service provider for cultivating organics, herbs and greens and plant-based medicines. GrowLife is headquartered in Kirkland, Washington and was founded in 2012. GrowLife reported a net loss of $6.38 million in 2020, a net loss of $7.37 million in 2019, and a net loss of $11.47 million in 2018. As of Sept. 30, 2021, the Company had $4.53 million in total assets, $9.49 million in total current liabilities, $696,093 in total long-term liabilities, and a total stockholders' deficit of $5.65 million. Walnut Creek, California-based BPM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has sustained recurring losses from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. H&H 272 GRAND: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: H&H 272 Grand LLC 75 Huntington Street Brooklyn, NY 11231 Business Description: H&H 272 Grand LLC is engaged in activities related to real estate. The Debtor is currently under contract to purchase the real property located at 272-274 Grand Street, Brooklyn, New York. The Property is currently owned by Grand Mazel, LLC. Chapter 11 Petition Date: April 1, 2022 Court: United States Bankruptcy Court Eastern District of New York Case No.: 22-40693 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Fred B. Ringel, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, NY 10022 Tel: (212) 603-6300 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Goldwasser, Managing Member, FIA Capital Partners LLC, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QIGZ6BQ/HH_272_Grand_LLC__nyebke-22-40693__0001.0.pdf?mcid=tGE4TAMA HESS MIDSTREAM: Moody's Rates New Senior Unsecured Notes 'Ba2' -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Hess Midstream Operations LP's (HESM Opco) proposed issuance of senior unsecured notes. The company's existing ratings, including its Ba1 Corporate Family Rating, were not affected by this offering and the outlook remains stable. HESM Opco is the operating subsidiary of publicly traded Hess Midstream LP. "This notes issuance will repay revolver borrowings that funded Hess Midstream's repurchase of $400 million of its shares from its sponsors, Hess Corporation and Global Infrastructure Partners," commented Pete Speer, Moody's Senior Vice President. "While this will increase financial leverage, the company has visible EBITDA growth this year to return leverage to its 3x target, right in line with levels expected for its Ba1 rating." Assignments: Issuer: Hess Midstream Operations LP Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) RATINGS RATIONALE HESM Opco's Ba1 CFR is supported by its growing EBITDA and asset scale, with EBITDA approaching $1 billion in 2022. The rating is underpinned by its strong contractual relationship with its primary counterparty, Hess Corporation (HES, Ba1 positive), and its strategically located and integrated asset base. Additionally, the company's cash flow is tied to midstream services which are fully contracted, 100% fee-based, and structured to minimize commodity price and volume risk. HESM Opco's rating is constrained by its basin concentration and its customer concentration and corresponding counterparty risk. Providing further support to HESM Opco's ratings is it moderate financial leverage relative to similarly rated peers, solid distribution coverage, moderate growth capital investment and free cash flow profile. Management has laid out clear parameters whereby the company will periodically return additional capital to shareholders through debt funded share repurchases. The $400 million share repurchase increased HESM Opco's leverage (Debt/EBITDA) above 3x but with clear visibility for organic deleveraging to below 3x by the end of 2022 driven by contractually supported EBITDA growth. The Ba1 rating thereby incorporates the potential for these periodic recapitalizations, but with a clear expectation that HESM Opco will adhere to its financial policy and 3x leverage target. HESM Opco's new senior unsecured notes are rated Ba2, consistent with its existing senior notes ratings. The notes are rated one-notch below the Ba1 CFR in consideration of the priority claim that its $1.0 billion secured revolving credit facility and $400 million term loan have relative to the company's assets. The revolver and term loan are pari passu with respect to one another and are both rated Baa1, or three notches above the CFR because of their priority position in the capital structure. The secured facilities are secured by HESM Opco's 100% owned assets and equity in its subsidiaries while the unsecured notes are the beneficiary of upstream guarantees on a senior unsecured basis from wholly-owned domestic subsidiaries. HESM Opco's outlook is stable, reflecting the stability of its cash flow and expectation that it will continue to manage its leverage in line with its 3x target. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS In order for HESM Opco to be upgraded to investment-grade, its primary counterparty HES would have to be upgraded to Baa3 but also the company would have to diversify its basin exposure while maintaining its strong contract structures and low financial leverage. A wholly unsecured capital structure would also be expected for an upgrade. HESM Opco could be downgraded should leverage exceed 3.5x, or should contract structure erode resulting in increased cash flow volatility and leverage. Should HES be downgraded, HESM Opco would be similarly downgraded given its customer concentration with HES. Hess Midstream LP is a publicly traded midstream energy company that conducts all of its operations through its subsidiary Hess Midstream Operations LP, which owns all the entity's operating assets and issues all of its debt. The company provides natural gas and crude oil gathering and pipelines, processing and storage, terminals and rail connectivity, and water gathering and disposal services to its primary customer, Hess Corporation, in its Bakken Shale operations. Hess Corporation and Global Infrastructure Partners each own 50% of HESM's non-economic general partner and around 41% each the equity ownership in HESM, on a consolidated basis, with about 18% owned by the public, following the recent secondary offering and share repurchase transactions. The principal methodology used in this rating was Midstream Energy published in February 2022. HOLLY ENERGY: S&P Rates New $400MM Senior Unsecured Notes 'BB+' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '4' recovery rating to Holly Energy Partners L.P. (HEP) and Holly Energy Finance Corp.'s proposed $400 million senior unsecured notes due 2027. The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a default. The partnership intends to use the net proceeds from this offering to partially repay the outstanding borrowings under its credit facility. HEP operates refined product and crude oil pipelines, terminals, and other midstream services to support its parent HF Sinclair Corp.'s refining and marketing operations in the midcontinent, Southwest, and Rocky Mountain regions and, to a lesser extent, those of Delek US Holdings Inc. in Texas. IMAGEWARE SYSTEMS: Delays Filing of 2021 Annual Report ------------------------------------------------------ ImageWare Systems, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021, disclosing that it was unable to compile certain information required to prepare a timely filing. The company's management requires additional time to incorporate certain information into the Form 10-K necessary for a complete presentation. As a result, the company was unable to file the Annual Report in a timely manner without unreasonable effort or expense. The company expects to file its Annual Report on Form 10-K on or before the 15th calendar day following the prescribed due date. About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- provides defense-grade biometric identification and authentication for access to data, products, services or facilities. The Company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer two-factor, biometric, and multi-factor authentication for smartphone users, for the enterprise, and across industries. Imageware Systems reported a net loss of $7.25 million for the year ended Dec. 31, 2020, compared to a net loss of $11.58 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $7.59 million in total assets, $14.36 million in total liabilities, $6.97 million in mezzanine equity, and a total stockholders' deficit of $13.75 million. San Diego, California-based Mayer Hoffman McCann P.C., the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 2, 2021, citing that the Company does not generate sufficient cash flows from operations to maintain operations and, therefore, is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ION GEOPHYSICAL: Appoints Chief Administrative Officer ------------------------------------------------------ ION Geophysical Corporation appointed Steven Bate, 59, its chief administrative officer. In connection with the appointment, the company entered into an employment agreement with Mr. Bate, which provides for a term of employment commencing on March 29, 2022 and ending on the earliest to occur of Mr. Bate's death, resignation, or termination by the company's Board of Directors. As reflected in the employment agreement, Mr. Bate's initial annual base salary as chief administrative officer is $480,000. He will not be entitled to participate in the company's annual incentive compensation plan or any other bonus plan and shall not be eligible to receive equity award grants or any equivalents. The employment agreement also contains customary non-competition, non-solicitation, and confidentiality covenants. Furthermore, if Mr. Bate's employment is terminated for any reason, the company is obligated to pay or to provide him (or his estate, as applicable) a lump sum payment within 30 days following such termination equal to any base salary payable to him under the employment agreement accrued up to and including the date of the termination of employment, any employee benefits to which he is entitled upon termination of his employment, reimbursement for any unreimbursed business expenses incurred prior to the date of termination, and payment for accrued but unused vacation time. No severance for any such termination will be payable. About ION Geophysical Corp. Headquartered in Houston, Texas, ION (NYSE: IO) -- http://www.iongeo.com-- is an innovative, asset light global technology company that delivers powerful data-driven decision-making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. The Company provides its services and products through two business segments -- E&P Technology & Services and Operations Optimization. ION Geophysical reported a net loss of $37.11 million for the year ended Dec. 31, 2020, compared to a net loss of $47.21 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $190.91 million in total assets, $256.07 million in total liabilities, and a total deficit of $65.17 million. Houston, Texas-based Grant Thornton LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company had outstanding $120.6 million aggregate principal amount of its 9.125% Senior Secured Second Priority Notes, which mature on Dec. 15, 2021. The Notes, classified as current liabilities, caused the Company's current liabilities to exceed its current assets by $150.9 million and its total liabilities exceed its total assets by $71.1 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on Jan. 6, 2022, S&P Global Ratings lowered its issuer credit rating on U.S.-based marine seismic data company ION Geophysical Corp. to 'D' from CCC'. S&P said the downgrade reflects ION Geophysical's missed interest and principal payments on its 8% senior secured notes due 2025 and its 9.125% unsecured notes due 2021. ION GEOPHYSICAL: Delays Filing of 2021 Annual Report ---------------------------------------------------- Ion Geophysical Corporation filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The Company's Annual Report could not be filed within the prescribed time period because the Company encountered delays in its preparation of its financial statements. About ION Geophysical Corp. Headquartered in Houston, Texas, ION (NYSE: IO) -- http://www.iongeo.com-- is an innovative, asset light global technology company that delivers powerful data-driven decision-making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. The Company provides its services and products through two business segments -- E&P Technology & Services and Operations Optimization. ION Geophysical reported a net loss of $37.11 million for the year ended Dec. 31, 2020, compared to a net loss of $47.21 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $190.91 million in total assets, $256.07 million in total liabilities, and a total deficit of $65.17 million. Houston, Texas-based Grant Thornton LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company had outstanding $120.6 million aggregate principal amount of its 9.125% Senior Secured Second Priority Notes, which mature on Dec. 15, 2021. The Notes, classified as current liabilities, caused the Company's current liabilities to exceed its current assets by $150.9 million and its total liabilities exceed its total assets by $71.1 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on Jan. 6, 2022, S&P Global Ratings lowered its issuer credit rating on U.S.-based marine seismic data company ION Geophysical Corp. to 'D' from CCC'. S&P said the downgrade reflects ION Geophysical's missed interest and principal payments on its 8% senior secured notes due 2025 and its 9.125% unsecured notes due 2021. IRONSTONE PROPERTIES: Posts $523K Net Operating Loss in 2021 ------------------------------------------------------------ Ironstone Properties, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net operating loss of $523,401 for the 12 months ended Dec. 31, 2021, compared to a net operating loss of $301,658 for the 12 months ended Dec. 31, 2020. For the three months ended Dec. 31, 2021, the Company reported a net operating loss of $172,900, compared to a net operating loss of $94,342 for the three months ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $5.60 million in total assets, $3.84 million in total liabilities, and $1.76 million in total stockholders' equity. Ironstone stated, "As reflected in the accompanying financial statements the Company has net losses and has a negative cash flow from operations. If necessary the Company may seek to sell additional debt or equity securities or enter into new credit facilities to meet its cash needs. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, that such financing or liquidity transaction will be adequate for the Company's needs, or that a financing or liquidity transaction will be completed in a timely manner. These factors raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/723269/000143774922007883/irns20211231_10k.htm About Ironstone Properties Ironstone Properties' main assets are investments in non-marketable securities of TangoMe Inc., and Buoy Health, Inc., and marketable securities of Arcimoto Inc. There can be no assurance that a market will continue to exist for these investments. JACOB 17: Unsecureds Will be Paid 100% of Claims in 60 Months ------------------------------------------------------------- Jacob 17 LLC submitted a Plan and a Disclosure Statement. This chapter 11 was filed to prevent foreclosure of the property by so that Debtor could reconcile the debt with the condo association an bank to preserve property purchased from condo association lien foreclosure from foreclosure of first mortgage, and reorganize. 5838 Condominium Association, Inc. dba Regency Tower sold to debtor $34,624 it held by Certificate of Title dated June 09, 2011 recorded June 23, 2011. General unsecured creditors are classified in Class 5, and will receive a distribution of 100% of their allowed claims over 60 months. Under the Plan, Class 5 General Unsecured Claims totaling $34,916.18. Allowed unsecured claims will be paid 100% in 60 equal payments beginning effective date. $581.94 monthly beginning July 25, 2022. Class 5 is impaired. Payments and distributions under the Plan will be funded from Lauren Benzaquen and affiliates and rent income. A copy of the Disclosure Statement dated March 26, 2022, is available at https://bit.ly/3qPwOPu from PacerMonitor.com. About Jacob 17 LLC Jacob 17, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-17776) on Aug. 10, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Laurent Benzaquen, manager, signed the petition. Judge Robert A. Mark oversees the case. Joel M. Aresty, P.A., serves as the Debtor's legal counsel. JERICHO EQUITY: Hits Chapter 11 Bankruptcy ------------------------------------------ Jericho Equity Group Ltd. sought bankruptcy protection in New York. Jericho is in the business of operating residential real property and filed under Chapter 11 because of its cash flow problems. The Debtor disclosed total assets of $600,000 and liabilities over $900,000. Jericho Equity estimates between 1 and 49 unsecured creditors, including American Express, Deutsche Bank, and Household Finance Realty. The petition states that funds are available to unsecured creditors. A meeting of Creditors 341(a) meeting to be held on May 4, 2022 at 10:00 a.m. at the Office of UST, Room 562, 560 Federal Plaza, CI, NY. The Chapter 11 Plan and Disclosure Statement are due on Aug. 2, 2022. About Jericho Equity Group Jericho Equity Group sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 22-70639) on April 4, 2022. In the petition filed by Steven Accetta, Jericho Equity estimated assets and liabilities between $500,000 and $1 million. The case is assigned to Honorable Judge Alan Trust. Scott R Schneider, of The Law Offices of Scott R., is the Debtor's counsel. JOHNSON & JOHNSON: LTL Bankruptcy Dodges Thousands Asbestos Suits ----------------------------------------------------------------- Valera Voce of The Mountain reports that almost 40,000 lawsuits have been filed against the pharmaceutical giant Johnson & Johnson (J&J). Tens of thousands of people developed various cancers due to J&J's products having unacceptable amounts of asbestos in them, notoriously in J&J's baby powder. However, due to a legal loophole dubbed the "Texas Two-Step" J&J has been able to displace all legal liability into a subsidiary company named LTL. Coincidentally, LTL is filing for Chapter 11 bankruptcy which protects it from lawsuits. Some plaintiffs have passed away from their cancer while their cases sit in legal purgatory. A divisive merger under Texas law is a merger that enables an existing entity to divide its assets and liabilities into one or more entities pursuant to a plan of merger or division. Johnson and Johnson created a separate company in Texas called LTL. LTL was incorporated in Texas despite the fact that Johnson and Johnson is headquartered a thousand miles away in New Jersey. J&J then assigned the legal liability of these cases to LTL instead of Johnson and Johnson itself. Then, LTL filed for protection against lawsuits under Chapter 11 bankruptcy. Johnson and Johnson may have made $668 billion over the last decade but because LTL is ostensibly broke, the victims of J&J's actions may see a reduced compensation. Prior to the LTL bankruptcy filing, J&J faced about $3.5 billion in talc verdict and settlement costs, Reuters noted. J&J planned to give its subsidiary $2 billion to put into a trust to compensate all 38,000 current plaintiffs, plus future plaintiffs. Critics have called the maneuver "an unconscionable abuse of the legal system." This new subsidiary filed for bankruptcy just three days after it was created. A court order in a New Jersey Bankruptcy Court established that "The evidence before the Court establishes that at the time of the chapter 11 filing, [LTL], had contingent liabilities in the billions of dollars." LTL had opposed a fast-track appeal and asked for the dispute to first be heard in a U.S. District Court. Judge Michael Kaplan rejected that, saying an interim appeal "doesn't serve any purpose" and would delay the ultimate resolution of the case. Kaplan also ruled that the plaintiffs should be represented by just one official committee in the bankruptcy case. Attorneys representing mesothelioma patients had argued that there should be separate committees to represent ovarian cancer plaintiffs and mesothelioma plaintiffs. More than 30 Johnson & Johnson staff members were assigned to the under-wraps strategic team "created to redirect the cancer lawsuits out of the trial courts and into LTL Management" dubbed Operation Plato. "It is critical that any activities related to Project Plato, including the mere fact the project exists, be kept in strict confidence," Chris Andrew, a J&J lawyer, wrote in an internal memo reviewed by Reuters. Operation Plato’s mission was simple: kill the lawsuits against J&J. The members of Operation Plato were tasked with engineering the legal options to divert the lawsuits from J&J and into a subsidiary that would immediately declare bankruptcy, decisively limiting the amount of money the injured parties could recover from J&J. J&J would later move to block Reuters from publishing information that, the company claims, comes from confidential documents. A 2018 Reuters investigation found J&J knew for decades that asbestos, a well-known and notorious carcinogen, lurked in its baby powder and other cosmetic talc products. That very same investigation found that J&J didn’t tell the FDA that at least three tests by three different labs from 1972 to 1975 had found asbestos in its talc. In 2018, a St. Louis jury ordered Johnson & Johnson to pay $4.7 billion to 22 women and their families who say the powder contributed to their ovarian cancer. Last year, a woman in California who says Johnson & Johnson baby powder caused her to develop mesothelioma was awarded $29 million. Johnson and Johnson finally pulled its baby powder from shelves in 2020. Despite doing so, J&J vowed that it "will continue to vigorously defend the product" in court. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which 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 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. The Debtor 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, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. 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. JP RAMBLE: Plan and Disclosures Deadline Extended to May 27 ----------------------------------------------------------- Judge Deborah J. Saltzman has entered an order that the deadline for JP Ramble, LLC to file a Plan of Reorganization and Disclosure Statement is extended from March 28, 2022 to May 27, 2022. Attorneys for the Debtor: Michael R. Totaro, Esq. TOTARO & SHANAHAN P.O. Box 789 Pacific Palisades, CA 90272 Tel: (888) 425-2889 Fax: (310) 496-1260 E-mail: ocbkatty@aol.com JP Ramble, LLC, a Single Asset Real Estate in Malibu, California, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-11255) on Dec. 28, 2021. The Debtor disclosed total assets of $3,100,000 against total liabilities of $4,719,788. KENWOOD COMMONS: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Bill Heltzel of Westchester and Fairfield County Business Journal reports that Hyde Park developer, Kenwood Commons LLC, filed for bankruptcy to forestall an $8.1 million foreclosure. The Hyde Park real estate development company, Kenwood Commons LLC, that has $103 million in assets and only $14 million in liabilities has nonetheless filed for Chapter 11 bankruptcy protection. Kenwood Commons LLC said it is facing an imminent foreclosure, according to a declaration by manager Jacob Frydman, but intends to reorganize the project either by refinancing or selling properties. Kenwood Commons is based at Frydman's $45 million house in Hyde Park but the proposed development is at the former 75-acre campus of the Convent of the Sacred Heart in Albany. Kenwood Commons bought the property for $18 million in 2017, according to news accounts, and the following year proposed a $500 million project with condominiums, townhouses apartment buildings, hotels, and an arts and cultural center. The project stalled as it was beset by overdue taxes, money owed to contractors and loan debt, according to a Historic Albany Foundation timeline. TBG Funding sued Kenwood Commons for foreclosure and is owed $8.1 million, according to an Albany County Supreme Court notice. Kenwood petitioned for Chapter 11 reorganization in U.S. Bankruptcy Court, Poughkeepsie, March 28, two days before the foreclosure sale was to take place, thus pausing the action. The bankruptcy filing also cites pending or threatened court judgments for Marjam Supply Company and Securitas Security Services. Last 2021, creditors of a Kenwood Commons affiliate, Deluxe Building Solutions LLC, also managed by Frydman, petitioned bankruptcy court in Wilkes-Barre, Pennsylvania for involuntary Chapter 7 liquidation. The case is pending. Frydman describes himself as an investor of real estate projects on the East Coast. He has participated in transactions valued at more than $2 billion, according to his personal website. He is CEO of Frydco Capital Group, a private family office. He has been a guest lecturer on real estate finance at Columbia University. He has spoken about commercial real estate trends on Bloomberg TV, CNBC and Fox News. And he has been active with nonprofit organizations in the Hudson Valley. He recently put his home in Hyde Park up for sale. The 10-acre estate on Rockledge Lane fronts on the Hudson River, includes a sculpture garden, helicopter landing pad, salt-water pool, indoor pool, staff apartment and guest house, and a garage for 9 to 18 cars and a car wash. The 14,800-square foot, limestone and glass house was designed by architect Lee Ledbetter and built in 2009. The asking price is $45 million but Redfin.com estimates it is worth $38.6 million. About Kenwood Commons LLC Kenwood Commons LLC is a real estate company in Hyde Park. Kenwood Commons LLC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 22-35169) on March 28, 2022. In the petition filed by Jacob Frydman, as manager, Kenwood Commons estimated assets between $100 million and $500 million estimated liabilities between $1 million and $10 million. Wayne M. Greenwald, Esq., of WAYNE GREENWALD PC, is the Debtor's counsel. KOSMOS ENERGY: Enters Into New $250M Revolving Credit Facility -------------------------------------------------------------- Kosmos Energy Ltd. and certain of its subsidiaries terminated and replaced their existing revolving credit facility agreement with a new $250 million revolving credit facility agreement dated March 31, 2022 among the company, as original borrower, certain of its subsidiaries, as guarantors, and certain financial institutions. The terms of the new RCF are substantially the same as the terms of the former RCF, and both the Deed of Guarantee and the Intercreditor Agreements will continue in effect with regard to the new RCF. The following is a summary of the key differences between the former RCF and the new RCF: * The total size of the new RCF is $250 million. * The maturity date of the new RCF is Dec. 31, 2024. * Borrowings under the new RCF bear interest at a rate equal to the secured overnight financing rate administered by the Federal Reserve Bank of New York plus a credit adjustment spread plus a 7.0% margin plus mandatory costs, if applicable. * The new RCF contains a negative pledge covenant over the participating interests held by the company's wholly-owned subsidiary, Kosmos Energy Ghana Investments, in the West Cape Three Points and Deepwater Tano blocks offshore Ghana. * The new RCF contains a negative pledge covenant covering the assets of the company's Gulf of Mexico subsidiaries. This negative pledge does not apply in connection with a future acquisition financing provided that certain enumerated financial tests are met and terminates when the net leverage of the company and its subsidiaries falls below 1.50x. * As the new RCF is intended to largely remain undrawn, the company is required to use the proceeds from any capital markets and loan transactions to first repay any drawn outstanding balance under the new RCF and the company is subject to a cash sweep of at least 50% of the company's excess cash (as defined in the new RCF) to pay outstanding balances as of March 31 or September 30 in any calendar year. The new RCF also contains other customary restrictive covenants. The covenants are subject to various baskets, materiality thresholds and other conditions and exceptions. The new RCF also contains certain customary representations and warranties, affirmative covenants and events of default, including, among other things, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of insolvency, judgment defaults, repudiation or rescission of certain documents supporting the new RCF, and changes of control. The company expects to incur approximately $5 million in fees and expenses associated with entering into the new RCF, which such fees and expenses are expected to be amortized over the term of the new RCF. About Kosmos Energy Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. The Company's key assets include production offshore Ghana, Equatorial Guinea and the U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. The Company also maintains a sustainable proven basin exploration program in Equatorial Guinea, Ghana and the U.S. Gulf of Mexico. Kosmos is listed on the NYSE and LSE and is traded under the ticker symbol KOS. Kosmos reported a net loss of $77.84 million in 2021, a net loss of $411.59 million in 2020, a net loss of $55.78 million in 2019, a net loss of $93.99 million in 2018, and a net loss of $222.79 million in 2017. As of Dec. 31, 2021, the Company had $4.94 billion in total assets, $530.95 million in total current liabilities, $3.88 billion in total long-term liabilities, and $529.24 million in total stockholders' equity. LANDMARK 99: Seeks to Hire Jennifer Liu as Accountant ----------------------------------------------------- Landmark 99 Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Jennifer Liu, an accountant practicing in Beverly Hills, Calif. The Debtor requires an accountant to prepare its monthly operating reports, profit and loss statements, and balance sheets; to set up Quickbooks account system; and to provide data necessary for any interim statements. As compensation, the Debtor will pay Ms. Liu $300 per hour for her accounting services. The Debtor is also responsible for a $40 monthly subscription fee for the online Quickbooks to keep track of its financial transactions. The accountant received a retainer in the amount of $5,000. Ms. Liu disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Ms. Liu holds office at: Jennifer M. Liu, CPA 9454 Wilshire Blvd Suite 628 Beverly Hills, CA 90212 Cell Phone: (310) 801-2479 Email: jmliucpa@gmail.com About Landmark 99 Enterprises Landmark 99 Enterprises Inc., doing business as Wilma & Frieda's, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10148) on Feb. 9, 2022, disclosing up to $100,000 in assets and up to $10 million in liabilities. Moriah Douglas Flahaut serves as Subchapter V trustee. Judge Victoria S. Kaufman oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, and Jennifer M. Liu, CPA serve as the Debtor's legal counsel and accountant, respectively. LAUREL APPAREL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Laurel Apparel Group, LLC d/b/a Boyish Jeans 1638 E. 23rd St. Los Angeles, CA 90011 Business Description: The Debtor is in the apparel manufacturing business. Chapter 11 Petition Date: April 7, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-11974 Judge: Hon. Sheri Bluebond Debtor's Counsel: Daniel J. Weintraub, Esq. WEINTRAUB & SELTH, APC 11766 Wilshire Boulevard Suite 450 Los Angeles, CA 90025 Tel: (310) 207-1494 E-mail: dan@wsrlaw.net Total Assets: $425,882 Total Liabilities: $1,570,054 The petition was signed by Jordan Nodarse as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G324B5A/Laurel_Apparel_Group_LLC_dba_Boyish__cacbke-22-11974__0001.0.pdf?mcid=tGE4TAMA LAUTERBACH LABORATORIES: Unsecureds Will Get 10% in 60 Months ------------------------------------------------------------- Lauterbach Laboratories, Inc. filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement to accompany Plan dated April 4, 2022. The Debtor's plan for future operations will concentrate on the Dental Lab business and provide dentists with quality lab products used in the practice. The Debtor's business is a family-run company that has provided dentists with quality products since 1966. Debtor filed the Chapter 11 case to reorganize its financial affairs and make payments on delinquent claims. All classes under the plan, priority, secured, and unsecured, will be paid from the cash flow generated from the Debtor's dental lab business. The Debtor's principal, Mr. Joseph W. Lauterbach, will provide additional capital contributions, if needed, to fund the payment requirements under the plan. The Plan will treat claims as follows: * Class 2(a) is the secured claim of Huntington Bank. Class 2(a) creditors shall receive the regular agreed payment until the claim in paid in full. Class 2(a) shall retain all valid liens that were subject to the original loan agreement. Class 2(a) claims are not impaired under the plan. * Class 2(b) is the secured claim of the Internal Revenue Service. This claim is disputed by the Debtor and a thorough review of the obligations owed to the tax authority is nearly complete. The Debtor anticipates that a formal stipulation will be reached on all undisputed tax claims of record and payment shall be made in full over a sixty (60) month period. Class 2(b) creditors shall receive nine percent (9%) interest on their allowed claims. Class 2(b) claimants are not impaired under the plan. * Class 2(c) is the secured claim of the PA Department of Revenue. This claim is disputed by the Debtor and a thorough review of the obligations owed to the tax authority is nearly complete. The Debtor anticipates that a formal stipulation will be reached on all undisputed tax claims of record and payment shall be made in full over a sixty (60) month period. Class 2(c) creditors shall receive nine percent (9%) interest on their allowed claims. Class 2(c) claimants are not impaired under the plan. * Class 2(d) is the secured claim of Mintaka Financial, LLC. Class 2(d) creditors shall receive payment for the fair market value of the equipment formally under lease. The secured creditor's claim was subject to an Abandonment Action and failed to file a response. The Debtor estimates that the value of the secured creditor's claim is approximately $1,500.00. The balance of the claim shall be treated as an unsecured claim in Class 4 of the plan. Class 2(d) claims are not impaired under the plan. * Class 2(e) is the secured claim of Partners Capital Group. Class 2(e) creditors shall receive payment for the fair market value of the equipment formally under lease. The secured creditor's claim was subject to an Abandonment Action and failed to file a response. The Debtor estimates that the value of the secured creditor’s claim is approximately $1,500.00. The balance of the claim shall be treated as an unsecured claim in Class 4 of the plan. Class 2(e) claims are not impaired under the plan. * Class 3 Unsecured creditors shall receive ten percent (10%) of their claims over a sixty (60) month period, paid on a quarterly basis. Class 3 creditors will not receive any interest on their allowed claims. Class 3 creditors are impaired under the plan. The estimated allowable unsecured claims total $232,436.00. * Class 4 equity security holders shall not receive any payments under the plan until all creditors are paid in full, according to their treatment under the plan. State source of funds for planned payments, including funds necessary for capital replacement, repairs, or improvements are from profits from business operations, and Equity contributions from Debtor's owner, Mr. Joseph Lauterbach. A full-text copy of the Disclosure Statement dated April 4, 2022, is available at https://bit.ly/3r9JsJm from PacerMonitor.com at no charge. Debtor's Counsel: Dennis J. Spyra, Esq. Suite 400, 6000 Poplar Avenue 1711 Lincoln Way White Oak, PA 15131 Tel.: 412-673-5228 Email: attorneyspyra@dennisspyra.com About Lauterbach Dental Lauterbach Dental Lab, Inc. filed a petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-22189) on Oct. 6, 2021, listing as much as $50,000 in both assets and liabilities. Joseph W. Lauterbach, president of Lauterbach Dental Lab, signed the petition. The Debtor tapped Dennis J. Spyra, Esq., as legal counsel. LIMETREE BAY: Unsecureds to Recover 0% to 2% in Liquidating Plan ---------------------------------------------------------------- Limetree Bay Services, LLC and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated April 4, 2022. The Plan contemplates a liquidation of each of the Debtors and their Estates. The primary objective of the Plan is to maximize the value of recoveries to all Holders of Allowed Claims and to distribute all property of the Estates that is or becomes available for distribution generally in accordance with the priorities established by the Bankruptcy Code. The Debtors believe that the Plan accomplishes this objective and is in the best interest of the Estates and therefore seek to confirm the Plan. Pursuant to prior orders of the Bankruptcy Court, the Debtors sold substantially all their assets to West Indies Petroleum Limited and Port Hamilton Refining and Transportation, LLLP as a going concern. The Plan provides for the distribution of the proceeds from the sale of those assets remaining after satisfaction of the DIP Obligations on the Effective Date of the Plan. The Plan also contemplates the creation of a liquidating trust to liquidate and administer substantially all remaining property of the Debtors, including Claims and Causes of Action, not sold, transferred or otherwise waived or released before the Effective Date. The Plan provides for the liquidation of the Debtors (and the eventual termination of each of the Debtors' respective corporate existences), and payment, or other satisfaction, on or after the Effective Date, of all allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, Prepetition Revolver Secured Debt Claims, Prepetition Term Secured Debt Claims, Other Secured Claims, General Unsecured Claims, Governmental Fine and Penalty Claims, and Prepetition Holdco Secured Debt Claims. The Plan further provides for the potential reorganization of Debtor Limetree Bay Refining, LLC at the election of the Purchaser into an entity which shall be owned and managed by the Purchaser and to which the Debtors' permits to operate the Refinery shall be transferred on the Effective Date, and the cancellation of Equity Interests, the Holders of which shall receive no distribution under the Plan. The Debtors sold substantially all their assets on January 21, 2022. Under the terms of the Sale, the Debtors retained certain litigation claims and funds in order to wind down their operations and make distributions to Creditors with Allowed Claims. The Plan contemplates the creation of a Liquidating Trust on the Effective Date for the purposes of effectuating the liquidation of the Liquidating Trust Assets and distributing the proceeds of the Liquidating Trust to the Beneficiaries of the Liquidating Trust, which Liquidating Trust shall issue Class A Liquidating Trust Units, Class B Liquidating Trust Units, and Class C Liquidating Trust Units. After carefully considering the structure and value of all bids received at the reopened auction, the Debtors selected WIPL's $62 million bid as the winning bid and SCE's $57 million bid as the back-up bid. The sale hearing occurred on December 21, 2021, and the Bankruptcy Court entered the Sale Order that same day approving the Debtors' sale to WIPL and Port Hamilton Refining and Transportation LLLP together as the Purchaser. The sale to the Purchaser closed on January 21, 2022. The Liquidating Trust shall be managed by a Liquidating Trustee in accordance with the Liquidating Trust Agreement and who shall be selected by the Debtors after consultation with the Committee and upon the consent of the Ad Hoc Term Lender Group. The primary purpose of the Liquidating Trust and its Liquidating Trustee shall be (i) administering, monetizing and liquidating the Liquidating Trust Assets, (ii) resolving all Disputed Claims and (iii) making all Distributions from the Liquidating Trust as provided for in the Plan and the Liquidating Trust Agreement. The Liquidating Trust Assets shall primarily consist of the Liquidating Trust Funding Amount and the Liquidating Trust Causes of Action, among other things. Class 5 consists of General Unsecured Claims. The Debtors estimate that the amount of General Unsecured Claims is no less than $274,000,000. In full and final satisfaction of each Allowed General Unsecured Claim, the Holder of such Claim shall receive its Pro Rata Share of (i) the Class B3 Liquidating Trust Units and (ii) the Class C2 Liquidating Trust Units. This Class is impaired. This Class will receive a distribution of 0-2% of their allowed claims. Class 9 consists of Equity Interests. On the Effective Date, all Equity Interests will be deemed cancelled and extinguished. Holders of Equity Interests will receive no property or Distribution under the Plan on account of such Interests. On the Effective Date, the Debtors shall transfer to the Liquidating Trust the Liquidating Trust Assets. The Liquidating Trust shall administer the Liquidating Trust Assets and distribute Available Trust Cash to the Beneficiaries of the Liquidating Trust in accordance with the terms of the Liquidating Trust Agreement, Plan, and Plan Confirmation Order. The Liquidating Trust shall be responsible for and shall have standing to evaluate, prosecute and settle all causes of action transferred to the Liquidating Trust. The Debtors shall transfer to the Liquidating Trust the Liquidating Trust Funding Amount on the Effective Date for the administration of the Liquidating Trust. The Liquidating Trust shall also retain the Initial Class C Liquidating Trust Recoveries for funding the administration of the Liquidating Trust. In the event of any inconsistency between the terms of the Plan, the Plan Confirmation Order and Liquidating Trust Agreement regarding the Liquidating Trust, the terms of the Plan shall govern, unless expressly ordered otherwise in the Plan Confirmation Order. A full-text copy of the Combined Disclosure Statement and Plan dated April 4, 2022, is available at https://bit.ly/3E32tCF from PacerMonitor.com at no charge. Attorneys to the Debtors: Elizabeth A. Green, Esq. Jimmy D. Parrish, Esq. BAKER & HOSTETLER LLP SunTrust Center, Suite 2300, 200 South Orange Ave. Orlando, FL 32801-3432 Telephone: (407) 649-4000 Facsimile: (407) 841-0168 Email: egreen@bakerlaw.com jparrish@bakerlaw.com - and - Jorian L. Rose, Esq. 45 Rockefeller Plaza New York, New York Telephone: (212) 589-4200 Facsimile: (212) 589-4201 Email: jrose@bakerlaw.com About Limetree Bay Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Texas Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker & Hostetler LLP as bankruptcy counsel, Beckstedt & Kuczynski LLP as special counsel, and GlassRatner Advisory & Capital LLC, doing business as B. Riley Advisory Services, as restructuring advisor. Mark Shapiro of GlassRatner is the Debtors' chief restructuring officer. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. Pachulski Stang Ziehl & Jones, LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. 405 Sentinel, LLC serves as administrative and collateral agent for the DIP lenders. LUCKY STAR-DEER: Unsecureds Either Paid in Full or Get $22K ----------------------------------------------------------- Lucky Star-Deer Park LLC submitted a Third Amended Disclosure Statement. Recoveries projected in the Plan shall be from the Debtor's re-financing of the Real Property or, in the event that the Debtor fails to close on the proposed re-financing and pay to 41- 60 the amounts agreed upon pursuant to the Stipulation (the "41-60 Settlement Agreement") entered into by and between the Debtor and 41-60 attached hereto as Exhibit F by a date not later than the date set forth in the 41-60 Settlement Agreement, the sale of the Real Property. The amount generated by the proposed re-financing of the Real Property shall be used to satisfy the claim of the Secured Creditor; the payment of any outstanding statutory fees due and owing the United States Trustee; the payment of allowed costs of administration of the case (the "Administrative Claims") and a distribution to the holder of Allowed Claims. In the event that the Debtor is unable to meet the deadlines imposed, the Debtor shall conduct an auction sale (the "Auction") of the Real Property and the proceeds realized by the Auction shall be used to satisfy the claim of the Secured Creditor; the payment of any outstanding statutory fees due and owing the United States Trustee; the payment of allowed costs of administration of the case; and a distribution to the holders of Allowed Claims. The Debtor believes that the recoveries provided for in the proposed Plan exceed any recovery that would otherwise be available if 41-60 were to foreclose on its interest in the Real Property. Similarly, the Debtor believes that if this chapter 11 case was converted to one under chapter 7 of the Bankruptcy Code, the holders of the Allowed Claims would receive less than the amounts anticipated in the Debtor's Plan due to the additional administrative expenses that would necessarily be incurred in such liquidation. The Plan will treat claims as follows: Class 3 Allowed General Unsecured Claims. The Debtor believes that the following creditors as holding general unsecured claims as against the Debtor: Cameron Engineering $66,982.00. Accordingly, Cameron Engineering shall have an allowed general unsecured claim in the amount of $66,982.00. United States Small Business Administration $151,900.00 On December 1, 2020, Small Business Administration ("SBA") timely filed Claim No. 1 in the amount of $152,465.75. Accordingly, SBA shall have an allowed general unsecured claim in the amount of $152,465.75. Accordingly, the Debtor estimates that the Allowed General Unsecured Claims total $219,447.25. Provided that the closing on the Exit Financing has occurred, and the First Reduced Payment or the Second Reduced Payment (as may be applicable) was made to 41-60 in accordance with the 41-60 Settlement Agreement, the Allowed General Unsecured Claims shall be paid in full in Cash within 10 business days from the Effective Date. If neither the First Reduced Payment nor the Second Reduced Payment (as may be applicable) is made to 41-60 in accordance with the 41-60 Settlement Agreement, the sum of $21,944.00 will be available for pro rata distributions to Holders of Allowed General Unsecured Claims and the distributions shall be made in Cash within 10 business days from the Effective Date. Class 3 is impaired. Class 4 – Other Unsecured Claims. Landmark Portfolio Mezz LLC ("Landmark Portfolio") on December 23, 2020, timely filed Claim No. 3 in the amount of $23,948,785.05. The Debtor has not included this claim in the Allowed General Unsecured Claims. This claim has been addressed in the Wu bankruptcy case. Landmark Portfolio shall receive a distribution in the Wu bankruptcy case. Class 4 is impaired. In connection with confirmation of the Plan, the Debtor shall seek Bankruptcy Court approval of the Exit Facility. The Debtor currently anticipates that the Exit Facility will be funded in the gross principal amount of $170,000,000.00 (such Exit Facility being intended to fund this Plan as well as the chapter 11 plans in the cases of Wu, Flushing Landmark, Queen Elizabeth and Victoria Towers). The Effective Date of the Plan is expressly conditioned upon, inter alia, the closing on the Exit Facility having occurred and there being sufficient proceeds allocated from the Exit Facility to fully fund the Plan. Attorneys for the Debtor: Fred S. Kantrow, Esq. THE KANTROW LAW GROUP, PLLC 6901 Jericho Turnpike, Suite 230 Syosset, New York 11791 Tel: (516) 703-3672 E-mail: fkantrow@thekantrowlawgroup.com A copy of the Disclosure Statement dated March 30, 2022, is available at https://bit.ly/3iRPmdx from PacerMonitor.com. About Lucky Star-Deer Park Lucky Star-Deer Park, LLC, is a single asset real estate as defined in 11 U.S.C. Section 101(51B). The company is based in Flushing, N.Y. Lucky Star-Deer Park and affiliates, Flushing Landmark Realty LLC and Victoria Towers Development Corp., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 20-73301, 20-73302 and 20-73303) on Oct. 30, 2020. On Nov. 3, 2020, another affiliate, Queen Elizabeth Realty Corp., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73327). Judge Robert E. Grossman oversees the cases, which are jointly administered under Case No. 20-73301. At the time of the filing, Lucky Star-Deer Park listed up to $50,000 in assets and up to $500,000 in liabilities. The Debtors tapped Rosen & Kantrow, PLLC as bankruptcy counsel; Certilman Balin and The Law Offices of Fred L. Seeman as special counsels; Joseph A. Broderick, P.C. as accountant; and Miu & Co. as audit consultant. M2 SYSTEMS CORPORATION: Taps Forefront CPA as Accountant -------------------------------------------------------- M2 Systems Corporation received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Forefront CPA, PLLC as its accountant. The Debtor requires an accountant to prepare its 2021 tax returns and monthly operating reports, and provide general accounting and tax consulting services. The firm will be paid a flat fee of $2,325 per month for its services and will be reimbursed for out-of-pocket expenses. Dana Bia, a partner at Forefront CPA, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dana C. Bial Forefront CPA, PLLC 1401 Town Plaza Ct. Suite 1020 Winter Springs, FL 32708 Tel: (407) 439-1150 Fax: (407) 439-1171 About M2 Systems Corporation M2 Systems Corporation -- https://www.m2-corp.com/ -- provides computer automated solutions for practical business problems utilizing technology serving the financial, healthcare, retail, security, transportation, logistics and telecommunications industries. The company is based in Maitland, Fla. M2 Systems filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00666) on Feb. 23, 2022, listing up to $1 million in assets and up to $10 million in liabilities. Robert Altman serves as Subchapter V trustee. Judge Grace E. Robson oversees the case. Daniel A. Velasquez, Esq., at Latham, Shuker, Eden & Beaudine, LLP and Forefront CPA, PLLC serve as the Debtor's bankruptcy counsel and accountant, respectively. MACY'S INC: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Investors Service affirmed Macy's, Inc.'s corporate family rating at Ba1 and its probability of default rating at Ba1-PD. The senior unsecured notes (formally Senior Secured notes) at Macy's Retail Holdings, LLC (MRH) were downgraded to Ba2 from Baa3. The senior unsecured notes at Macy's, Inc. and Macy's Retail Holdings, LLC were affirmed at Ba2. The Macy's Retail Holdings, LLC commercial paper rating was affirmed at NP. The speculative grade liquidity rating remains unchanged at SGL-1. The outlook is stable. The downgrade reflects governance considerations particularly MRH's completion of an offer to redeem its senior secured notes which upon completion resulted in the release of the collateral securing the remaining notes. Following the release of the collateral, these notes are now unsecured and rank equal in priority with its outstanding senior unsecured notes. The previous senior secured notes were renamed Gtd Senior Unsecured Notes. The affirmations, including its Ba1 CFR and Ba2 senior unsecured note ratings reflects Macy's continued recovery in operating performance with 2021 performance exceeding Moody's expectations. Moody's estimates that Macy's can maintain debt/EBITDA at or below 2.5x as consumer spending normalizes in fiscal 2022. The SGL-1 reflects Macy's positive free cash flow generation, sizable excess cash balances and the expectation that its $3.0 billion revolver will remain undrawn other than for temporary seasonal borrowings. Downgrades: Issuer: Macy's Retail Holdings, LLC Gtd Senior Unsecured Notes, Downgraded to Ba2 (LGD4) from Baa3 (LGD2) Affirmations: Issuer: Macy's Retail Holdings, LLC Senior Unsecured Commercial Paper, Affirmed NP Gtd Senior Unsecured Notes, Affirmed Ba2 (LGD4) Issuer: Macy's, Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Notes, Affirmed Ba2 (LGD4) Outlook Actions: Issuer: Macy's Retail Holdings, LLC Outlook, Remains Stable Issuer: Macy's, Inc. Outlook, Remains Stable RATINGS RATIONALE Macy's, Inc.' Ba1 corporate family rating reflects governance considerations including its conservative capital allocation strategy which includes its continued prioritization of debt reduction and the maintenance of low leverage. The rating also reflects Macy's large scale with LTM net sales of roughly $25 billion as of January 29, 2022 and its market position as the US's largest department store chain. Its integrated approach to stores and online enhances its ability to meet the demands of the rapidly changing competitive environment with its online business currently in excess of $8.5 billion. The company has improved its operating performance through customer reengagement, cost reduction and solid inventory management. Macy's has participated in the increased movement of sales online, and must continue to meet faster delivery demands, as well as intense competition from alternative channels. The rating remains constrained by the risk of business normalization as consumer spending in 2021 benefitted from stimulus, reopening, and pent up demand. Macy's has very good liquidity, evidenced by its $1.7 billion in cash at the end of fiscal 2021, an expectation for free cash flow generation even after higher capital spending and an increased dividend and a significant amount available under its $3.0 billion revolver. The Ba2 rating on Macy's senior unsecured debt is one notch below the CFR reflecting its junior position in the capital structure to the company's asset based revolving credit facility. The stable outlook reflects the company's success in resizing its cost structure and its conservative financial strategy as well as the expectation that Macy's can maintain its current market position as well as credit metrics appropriate for the Ba1 rating as consumer demand normalizes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company demonstrates a consistent track record of sales and operating income performance which includes a stabilization or increase in its market share relative to alternative competitive channels as well as its department store peers. In addition, the company must also continue to reduce its reliance on traditional mall based assets through the successful execution of new growth strategies such as Macy's and Bloomingdale's Digital Marketplaces and its off-mall Macy's concept in order for an upgrade to be considered. An upgrade would also require a capital structure that is commensurate with an investment grade rating. Quantitatively, a rating upgrade would also require maintaining very good liquidity and a conservative and clearly articulated financial strategy. Quantitatively ratings could be upgraded if debt/EBITDA is sustained below 2.0 times and EBIT/interest expense is sustained above 5.5 times. Ratings could be downgraded should liquidity deteriorate, comparable sales performance reflects weaker market positioning, operating performance including margins deteriorate or a more aggressive financial strategy is pursued including the utilization of unencumbered assets for any purpose other than deleveraging. Quantitatively, ratings could be downgraded debt/EBITDA be sustained above 3.25x and interest coverage is sustained below 3.75x. With its corporate office in New York, NY, Macy's, Inc. is one of the nation's premier retailers, with LTM net sales of approximately $25 billion. The company operates 725 stores in 43 states, the District of Columbia, Guam and Puerto Rico under the names of Macy's, Bloomingdale's, Bloomingdale's Outlet, Macy's Backstage, Market by Macy's, Bloomie's, and Bluemercury, as well as the macys.com, bloomingdales.com and bluemercury.com websites. Bloomingdale's in Dubai and Kuwait are operated by Al Tayer Group LLC under license agreements. The principal methodology used in these ratings was Retail published in November 2021. MAJESTIC HILLS: Creditors to Get Proceeds From Liquidation ---------------------------------------------------------- NVR, Inc. ("NVR") and North Strabane Township ("Township"; together with NVR, the "Plan Proponents"), submitted a Disclosure Statement to accompany Joint Chapter 11 Plan of Liquidation for Debtor Majestic Hills, LLC dated April 4, 2022. The Debtor is a single purpose, limited liability company. The Debtor was formed to develop 179 single family lots in North Strabane Township, Washington County, Pennsylvania. After filing its initial plan on the Petition Date, parties-in interest engaged in a global mediation. However, the mediation was not entirely successful. During and after the mediation, the Debtor filed a series of amended chapter 11 plans of liquidation seeking a global resolution of its original Chapter 11 Plan of Liquidation. The Debtor filed its first amended plan on May 4, 2021, its second amended plan on July 2, 2021, and its third amended plan on July 20, 2021 (the "Third Amended Plan"). On July 27, 2021, the Bankruptcy Court approved the Disclosure Statement for the Third Amended Plan. On January 20, 2022, the Debtor informed the Bankruptcy Court that it did not intend to move forward with its Third Amended Plan. Following discussions between the Debtor and the Plan Proponents, it was agreed that one final attempt would be made to propose a plan that would effect an orderly liquidation of the Debtor while preserving the Debtor's Retained Causes of Action, including specifically its litigation against Westfield, [PS&R], and [JND] for the benefit of the Debtor's unsecured creditors, most notably the Homeowners. The Plan provides for the liquidation and conversion of all of the Debtor's remaining assets to Cash and the distribution of the net proceeds realized from the sale of assets to creditors holding Allowed Claims in accordance with the treatment set forth in the Plan. In addition, the Plan contemplates the creation of and the appointment of a Liquidation Trustee to, among other things, resolve Disputed Claims, implement the terms of the Plan, pursue Retained Causes of Action, make distributions, and close the Chapter 11 Case. The Plan provides for the treatment of Claims and Interests as follows: * Holders of Allowed Administrative Expense Claims, Professional Fee Claims, and Priority Tax Claims will be paid in full in accordance with certain timing provisions and conditions set forth in the Plan, and subject to Orders previously entered by the Bankruptcy Court, including the Modified Order; * Holders of Allowed Direct Unsecured Claims will receive a pro-rata share of the Liquidation Trust Assets in accordance with the Homeowner Settlement Agreements in exchange for a release of the Plan Proponents; * The Township will receive a pro-rata share of the Liquidation Trust Assets in exchange for a release of NVR and the Homeowners; * NVR will receive a pro-rata share of the Liquidation Trust Assets in exchange for a release of Township and the Homeowners; * The Claims of the Contingent Subcontractor Parties shall be disallowed and shall receive no distribution or property from the Debtor, the Estate, or the Liquidation Trust. * Holders of Existing Equity Interests will have their Interests extinguished and shall not receive any distribution. Class 1 consists of Direct Unsecured Claims. Holder will receive a prorata share of net proceeds of the Liquidation Trust Assets in full and final satisfaction of such Claims. The allowed direct unsecured claims total $3,900,125.15. The estimated recovery for Direct Unsecured Claims is "undetermined." The Plan shall be implemented using the proceeds realized from the liquidation of the Debtor's Assets, which are expected to be primarily amounts recovered from the pursuit of various claims and causes of action of the Debtor. The Plan shall be funded from the Debtor's Assets, including any proceeds generated therefrom. On the Effective Date, all Liquidation Trust Assets will be vested in the Liquidation Trust, subject to the terms of the Plan, Confirmation Order, and Trust Agreement. In accordance with the Plan and the Trust Agreement, the Retained Causes of Action will be transferred to the Liquidation Trust and such Retained Causes of Action will be pursued for the benefit of Holders of Allowed Claims. A full-text copy of the Disclosure Statement dated April 4, 2022, is available at https://bit.ly/37rPoGI from PacerMonitor.com at no charge. Counsel to NVR, Inc., and Township of North Strabane: GALLAGHER GIANCOLA LLC 3100 Koppers Building 426 Seventh Avenue Pittsburgh, PA 15219 Kathleen A. Gallagher Email: kag@glawfirm.com Tel: (412) 717-1920 Russell Giancola Email: rdg@glawfirm.com Tel: (412) 717-1921 ICE MILLER LLP 1500 Broadway, Ste. 2900 New York, New York 10036 Louis T. DeLucia Email: Louis.DeLucia@icemiller.com Tel: (212) 835-6312 Alyson M. Fiedler Email: Alyson.Fiedler@icemiller.com Tel: (212) 835-6315 Michael W. Ott Email: Michael.Ott@icemiller.com Tel: (312) 726-7103 About Majestic Hills Majestic Hills, LLC, a privately held company that owns certain property in Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-21595) on May 21, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Hon. Gregory L. Taddonio oversees the case. The Debtor's counsel is Donald R. Calaiaro of Calairo Valencik. MDWERKS INC: Delays Filing of 2021 Annual Report ------------------------------------------------ MDwerks, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. MDwerks has experienced unexpected delays in the filing of its Annual Report within the prescribed time period due to delays experienced in completing the company's financial statements, which delayed the principal independent auditors' review and audit of the financial statements for the year ended Dec. 31, 2021, and consequently the filing of the Form 10-K. The delay could not be eliminated without unreasonable effort or expense. About MDWerks MDwerks, Inc. operates various entities engaged in the sale of products and services to the health care industry. The Company has recently shifted its focus away from the funding solution business and is currently focused on the sale and leasing of digital pen technology and in connection therewith the provision of funding to the healthcare provider industry. The Company's products, software and services can help doctors, clinics, surgical or hospital based practices, home health care, nursing homes and other healthcare providers and their vendors significantly improve their electronic medical records. Boca Raton, Florida-based Sherb & Co., LLP, the Company's accountant, issued a "going concern" qualification in its report dated April 2, 2009, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. MEGNA REAL ESTATE: Court Approves Disclosure Statement ------------------------------------------------------ Judge Deborah J. Saltzman has entered an order approving the Disclosure Statement of Megna Real Estate Holdings, Inc. A hearing on confirmation of the Plan will be held on April 28, 2022 at 11:30 a.m. The deadline to file an objection confirmation of the Plan is April 15, 2022. The deadline for the Debtor to file a brief in support of confirmation of the Plan and a ballot summary is April 22, 2022. The last day for the Debtor to file a reply to any objection to confirmation of the Plan is April 22, 2022. The deadline for holders of claims to return ballots on the "Debtor's Chapter 11 Plan" to the Debtor's counsel is April 15, 2022. Counsel for the Debtor: Mark T. Young, Esq. Taylor F. Williams, Esq. Daniel P. Bozzo, Esq. DONAHOE YOUNG & WILLIAMS LLP 25152 Springfield Court, Suite 345 Valencia, California 91355 Telephone: (661) 259-9000 Facsimile: (661) 554-7088 E-mail: myoung@dywlaw.com twilliams@dywlaw.com dbozzo@dywlaw.com About Megna Real Estate Megna Real Estate Holdings, Inc. is primarily engaged in renting and leasing real estate properties. Its principal assets are located at 3751 Lankershim Blvd., Studio City, Los Angeles, Calif. Megna sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-10010) on Jan. 3, 2020. Megna President Mahmud Ulkarim signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Deborah J. Saltzman oversees the case. Donahoe & Young LLP is Debtor's legal counsel. MISSOURI CITY FUNERAL: Files for Bankruptcy Protection ------------------------------------------------------ Missouri City Funeral Directors at Glenn Park Inc. has sought bankruptcy protection in Texas. The company is engaged in the provision of funeral, memorial, aftercare, pre-planning, and cremation services in Missouri City and the surrounding areas. According to a court filing, Missouri City Funeral Directors estimates between 1 and 49 unsecured creditors, including Creel Law Group, Northeast Bank, and Wells Fargo. The petition states that funds are not available for unsecured creditors. A meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 10, 2022, at 9:30 a.m. Proofs of claims are due by Aug. 8, 2022. About Missouri City Funeral Directors Missouri City Funeral Directors at Glenn Park Inc., doing business as Missouri City Funeral or Missouri City Funeral Directors, is a corporation that operates as a funeral home based in Missouri City, Texas. Missouri City Funeral Directors previously filed bankruptcy protection (Bankr. S.D. Tex. Case No. 17-36178) on Nov. 6, 2017. Missouri City Funeral Directors again filed for chapter 11 protection (Bankr. S.D. Tex. Case No. 22-30884) on April 4, 2022. In the petition filed by Michael Brock, as chief executive officer, Missouri City Funeral Directors listed estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. This case is assigned to Honorable Judge David R Jones. James Q. Pope, of The Pope Law Firm, is the Debtor's counsel. MKS INSTRUMENTS: Moody's Affirms Ba1 CFR & Rates New Term Loan Ba1 ------------------------------------------------------------------ Moody's Investors Service assigned Ba1 ratings to MKS Instruments, Inc.'s (MKS or MKS Instruments) new senior secured revolving credit facility (New Revolver) and new senior secured term loan facilities (New Term Loan Facilities), comprised of the senior secured term loan A (Term Loan A), and the US dollar denominated senior secured term loan B and the Euro denominated term loan B (collectively, the Term Loan B). The proceeds of the new financing along with a new share issuance will be used to fund the acquisition of Atotech UK Topco Ltd (Atotech). Moody's also affirmed MKS's Ba1 corporate family rating and Ba1-PD probability of default rating. The Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-1. The outlook is stable. Upon closing of the acquisition, Moody's will withdraw the rating of MKS's existing senior secured term loan due February 2026 (Existing Bank Facility) upon full repayment and the ratings of Atotech, including the CFR and the backed senior secured bank credit facilities of its Alpha 3 B.V. subsidiary following full repayment. Assignments: Issuer: MKS Instruments, Inc. Senior Secured Bank Credit Facility, Assigned Ba1 (LGD4) Affirmations: Issuer: MKS Instruments, Inc. Probability of Default Rating, Affirmed Ba1-PD LT Corporate Family Rating, Affirmed Ba1 Outlook Actions: Issuer: MKS Instruments, Inc. Outlook, Remains Stable RATINGS RATIONALE The ratings confirmation reflects Moody's expectation that MKS will be committed to reduce leverage towards 3.5x adjusted debt to EBITDA (Moody's adjusted) with FCF to debt (Moody's adjusted) of at least 10 percent within two years following the close of the acquisition of Atotech. Funding the acquisition of Atotech will result in higher leverage at the close, which Moody's expects to be about 4.5x adjusted debt to combined company EBITDA (proforma for the twelve months ended December 31, 2021, excluding targeted synergies). The initial leverage is high for the rating given the execution risks of integrating Atotech, which will increase MKS's revenue base by over 50%, expand MKS into new industrial markets, and add 17 production facilities. In addition to combining the various administrative, sales, and research and development teams, MKS will need to integrate Atotech's network of production facilities globally into its own manufacturing base. This will also require setting research and capital spending priorities over an enlarged product portfolio and manufacturing base, which could be challenging over the intermediate term. At the same time, the acquisition will diversify MKS's product offerings, expanding the company's Advanced Markets product solutions. Atotech provides a strong portfolio of plating chemistry and equipment, and related software and services used in the manufacture of PCBs and semiconductors and plating finishes to a variety of consumer and industrial products. The plating equipment and chemistries complement MKS's existing industrial technologies product portfolio, particularly in MKS's laser-based systems for PCB manufacturing. Also, this acquisition will provide MKS with a recurring stream of consumable products and services revenues that contributes to revenue stability and free cash flow (FCF). Based on the composition of the acquisition funding, which is comprised of pre-payable secured bank debt, and MKS's stated intention to direct cash toward debt repayment, Moody's expects a steadily improving leverage profile. The de-leveraging will be supported by improving profitability and MKS's strong free cash flow generation. Moody's expects that debt to EBITDA (Moody's adjusted) will be reduced towards 3.5x over the two years following closing as debt is repaid and cost synergies are realized. MKS's Ba1 CFR reflects the company's broad portfolio of manufacturing technologies and consistent FCF due to the high profit margins and low capital intensity. Long customer relationships, customer qualification requirements, and a large intellectual property portfolio add a degree of protection to their competitive position and revenue base. The consumable products and services revenues, which are driven by installed base and the volume of electronics manufacturing and general industrial activity, further support stability of the revenues. Still, Moody's expects that leverage will remain over 4x debt to EBITDA (Moody's adjusted) over the near term, which is high for the rating and for the integration execution risks of the Atotech acquisition. Moreover, although services and consumables revenues comprise over 40% of the proforma revenue base, equipment revenues still comprise nearly 60% of proforma revenues. This equipment revenue base can be volatile since it is driven by the pace of customer capital spending. The stable outlook reflects Moody's expectation that MKS will successfully integrate Atotech, making steady progress toward capturing the projected cost synergies, and will prioritize FCF for debt reduction such that debt to EBITDA (Moody's adjusted) is on-course to decline toward 3.5x within two years of closing. The Ba1 rating of both the New Revolver and the New Term Loan Facilities reflects the single class debt structure and collateral, comprised of a first lien on all assets, as well as only modest cushion of unsecured liabilities in the capital structure. The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects MKS's very good liquidity, which is supported by consistent FCF and a large cash balance. Moody's expects that MKS will generate annual FCF (Moody's adjusted) of at least $550 million over the next year and that cash will exceed $750 million. Given the consistent cash flows and large cash balance, Moody's expects that the $500 million New Revolver will remain largely undrawn. The Term Loan B is not governed by any financial maintenance covenants. The Term Loan A and the New Revolver are subject to a single financial maintenance covenant ("net leverage" as defined in the credit agreement). Once the Term Loan A is repaid, this transforms into an incurrence covenant that is only tested when Revolver usage exceeds 35%. MKS's ESG Credit Impact Score is moderately negative (CIS-3), reflecting moderate environmental and social risks which are in line with the wider manufacturing sector. The CIS score also factors in moderate governance risk due to the financial policy. MKS will use liberal amounts of debt to finance the acquisition of Atotech, resulting in high financial leverage during the integration of this acquisition. MKS partially offsets this risk through the company's commitment to direct free cash flow for debt repayment to reduce financial leverage. MKS is a public company with a broad investor base and a largely independent board of directors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if MKS: Sustains organic revenue growth in the upper single digits Generates EBITDA margin (Moody's adjusted) above 30% Maintains leverage below 3x debt to EBITDA (Moody's adjusted) The ratings could be downgraded if MKS: Incurs significant operating disruptions or sustains a decline in organic revenue growth, Decreases EBITDA margin (Moody's adjusted) toward the low 20 percent level, or Does not remain on track to reduce leverage to 4x debt to EBITDA (Moody's adjusted) in the two years following closing The principal methodology used in these ratings was Manufacturing published in September 2021. MKS Instruments, Inc., based in Andover, Massachusetts, makes instruments, subsystems, and process control systems that measure, monitor, analyze, power, and control critical parameters of advanced manufacturing processes. MUSCLEPHARM CORP: Needs More Time to File Form 10-K --------------------------------------------------- MusclePharm Corporation filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021, disclosing that it was unable to file its Annual Report within the prescribed time period because additional time is required to finalize its financial statements to be filed as part of the Form 10-K. The Company expects to file the Form 10-K within the extension period of 15 calendar days. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.musclepharm.comand http://www.musclepharmcorp.com-- is a lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. MusclePharm reported net income of $3.18 million for the year ended Dec. 31, 2020, compared to a net loss of $18.93 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $11.31 million in total assets, $41.12 million in total liabilities, and a total stockholders' deficit of $29.81 million. Los Angeles, California-based SingerLewak LLP issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has suffered recurring losses from operations, has an accumulated deficit and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. NEW MOUNTAIN: Wins Cash Collateral Access ----------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York authorized The New Mountain Laurel Resort & Spa, LLC to use cash collateral on an interim basis and provide adequate protection. The Debtor is permitted to use cash collateral for the period from April 15, 2022 through the Termination Date in accordance with the Budget and in an amount not to exceed $221,737 from the date of entry of the Order for Relief. The use of the cash collateral by the Debtor will give rise to an obligation by the Debtor for the repayment of the cash collateral used. The entities that assert an interest in the Debtor's cash collateral are Hanover Bank, LEAF Capital Funding LLC, and Dexter Financial Services. The Debtor will provide adequate protection to the Secured Parties for its use of Cash Collateral as follows: Adequate Protection for Hanover: As adequate protection for any diminution in the value of Hanover's interest in its collateral, Hanover will receive the following adequate protection: replacement liens under Bankruptcy Code section 361(2)on all property of the Debtor and its estate, whether now owned or hereafter acquired to the extent required by the pre-petition loan documents to the same extent and validity as its pre-petition liens. Furthermore, Hanover will receive, on a monthly basis from the Debtor, payments in the amount of $27,709, without prejudice to the characterization of said payments. Adequate Protection for LEAF: As adequate protection for any diminution in the value of LEAF's interest in its collateral, LEAF will receive the following adequate protection: Replacement Liens under Bankruptcy Code section 361(2) on all property of the Debtor and its estate, including Post-petition Collateral to the extent required by the pre-petition accounts receivable purchase and sale agreement to the same extent and validity as its pre-petition liens. Furthermore, LEAF will receive, on a monthly basis from the Debtor, payments in the amount of $6,230, without prejudice to the characterization of said payments. Adequate Protection for DFS: As adequate protection for any diminution in the value of DFS's interest in its collateral, DFS will receive the following adequate protection: Replacement Liens under Bankruptcy Code section 361(2) on all property of the Debtor and its estate, including Post-petition Collateralto the extent required by the pre-petition accounts receivable purchase and sale agreement to the same extent and validity as its pre-petition liens. Furthermore, DFS will receive, on a monthly basis from the Debtor, payments in the amount of $1,582, without prejudice to the characterization of said payments. The Replacement Liens granted to the Secured Parties will become valid, enforceable and fully perfected liens without any action by the Debtor or Secured Parties, and no filing or recordation or other act that otherwise may be required under federal or state law in any jurisdiction will be necessary to create or perfect such liens and security interests. These events constitute a "Termination Event": 1. The Chapter 11 Subchapter V case has been dismissed or converted to a Chapter 7 case under the Bankruptcy Code, or there shall have been appointed in the Chapter 11 Subchapter V case, a trustee (other than a Subchapter V trustee) or an examiner with expanded powers beyond the authority to investigate particular activities of the Debtor. 2. The Debtor files a motion seeking to modify, vacate, stay, supplement or amend the terms of the Interim Order, without the prior written consent of any Secured Party. 3. The Interim Order is modified, vacated, stayed, supplemented, reversed, or is for any reason not binding on the Debtor, without the prior written consent of a Secured Party. 4. The Debtor fails to perform, in any material respect, any of the terms, provisions, conditions, covenants, or obligation under the Interim Order. 5. The Debtor expends more than 110% of the Budget, unless caused by an increase in business by the Debtor. 6. There is at any time a material inaccuracy in any financial report or certification provided by the Debtor to Secured Parties. The final hearing on the matter is scheduled for April 13, 2022 at 9:45 a.m. A copy of the order is available at https://bit.ly/3JnnngR from PacerMonitor.com. About Mountain Laurel Resort & Spa, LLC Mountain Laurel Resort & Spa, LLC is an owner and operator of a resort and spa located at 81 Treetops Circle, White Haven, Pennsylvania. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 22-40620) on March 25, 2020. In the petition signed by Ana Olson, independent manager, the Debtor disclosed $728,783 in assets and $6,712,758 in liabilities. Judge Jil Mazer-Marino oversees the case. Avrum J. Rosen, Esq. at Law Offices of Avrum J. Rosen, PLLC is the Debtor's counsel. NORDIC AVIATION: Cash Collateral Access, $15MM DIP Loan OK'd ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia authorized Nordic Aviation Capital Designated Activity Company and its affiliates to, among other things, use cash collateral on a final basis and obtain postpetition financing from New York Life Insurance Company and New York Life Insurance Annuity Corporation. The Debtors are permitted to borrow, and SAFE Capital 2015-1 LLC is authorized to guarantee (to the extent provided in the court order and in the Governing DIP Agreement), borrowings up to an aggregate principal amount of $15,000,000 in DIP Loans (plus interest, fees, indemnities and other expenses and other amounts provided for in the Governing DIP Agreement), subject to and in accordance with the Interim Order, the DIP Documents and the Budget. The proceeds of the DIP Facility and cash collateral will be used solely for the purposes permitted under the DIP Documents, the Interim Order and in accordance with the Budget. As adequate protection, the Prepetition SAFE Parties are granted first-priority priming liens on the Prepetition Collateral and all unencumbered assets of the DIP Borrowers and junior liens on all other assets of the DIP Borrowers, superpriority administrative expense claims against the DIP Borrowers, and Payment in full, in cash and in immediately available funds, all the reasonable and documented professional and advisory fees, costs and expenses of the Prepetition SAFE Party Professionals. The DIP Liens are subject to a "Carve Out" for: (a) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate pursuant to 31 U.S.C. section 3717; (b) all reasonable fees and expenses up to $20,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; (c) to the extent allowed, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses -- Allowed Professional Fees -- incurred by persons or firms retained by the DIP Borrowers pursuant to section 327, 328 or 363 of the Bankruptcy Code and the Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code at any time before or on the first business day following delivery by the DIP Lenders of a Carve Out Trigger Notice, whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (d) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $750,000 incurred after the first business day following delivery by the NYL DIP Lenders of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise. A copy of the final order is available at https://bit.ly/3KisWhS from PacerMonitor.com. About Nordic Aviation Capital Nordic Aviation Capital is the leading regional aircraft lessor serving almost 70 airlines in approximately 45 countries. Its fleet of 475 aircraft includes ATR 42, ATR 72, De Havilland Dash 8, Mitsubishi CRJ900/1000, Airbus A220 and Embraer E-Jet family aircraft. On Dec. 17, 2021, Nordic Aviation Capital Pte. Ltd., NAC Aviation 17 Limited, NAC Aviation 20 Limited, and Nordic Aviation Capital A/S each filed petitions seeking relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va.). On Dec. 19, 2021, Nordic Aviation Capital Designated Activity Company and 112 affiliated companies also filed petitions seeking Chapter 11 relief. The lead case is In re Nordic Aviation Capital Designated Activity Company (Bankr. E.D. Va. Lead Case No. 21-33693). Judge Kevin R. Huennekens oversees the cases. The Debtors tapped Kirkland & Ellis and Kutak Rock, LLP as bankruptcy counsels and the law firms of Clifford Chance, LLP, William Fry, LLP and Gorrissen Federspiel as corporate counsels. N.M. Rothschild & Sons Limited, Ernst & Young, LLP and PricewaterhouseCoopers, LLP serve as the Debtors' financial advisor, restructuring advisor and tax advisor, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. Akin Gump Strauss Hauer & Feld LLP serves as counsel to the NAC 29 Ad Hoc Noteholder Group. Linklaters LLP serves as counsel to the NAC 29 Facilities Group. Weil, Gotshal & Manges LLP and McGuireWoods LLP, act as co-counsel to the Moelis/Weil/NRF Creditor Group. Milbank LLP and Hunton Andrews Kurth LLP, act as co-counsel to the NAC 33/34 Creditor Group. Milbank LLP and LimNexus LLP, act as co-counsel to the Silver Point Creditors. Allen & Overy LLP, is as counsel to PFA Asset Management A/S. The firm is also counsel to certain export credit agency lenders. Freshfields Bruckhaus Deringer LLP, is counsel to certain of the Debtors' shareholders. NORTH RICHLAND HILLS: Wins Cash Collateral Access Thru April 15 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized North Richland Hills Alamo, LLC et al. to use the cash collateral of BTH Bank, National Association, on a final basis in accordance with the budget, with a 15% variance. The Debtor is permitted to use cash collateral through and including the earlier of (a) April 15, 2022, (b) the conclusion of the final hearing on the Debtors' use of cash collateral, or (c) termination of the Interim Order following issuance of a Termination Notice. As adequate protection, BTH Bank is granted replacement liens upon all assets and property of the Debtors and their estates. The Replacement Liens so granted are in addition to all security interests, liens, and rights of setoff existing in favor of BTH Bank on the Petition Date, and are and will be valid, perfected, enforceable, and effective as of the Petition Date without any further action of the Debtors or BTH Bank and without the necessity of the execution, filing or recording of any financing statements, security agreements, deeds of trust, or other documents, or of obtaining control agreements over bank accounts. Moreover, BTH Bank is also granted an administrative claim with a priority equivalent to a claim under Bankruptcy Code sections 364(c)(1), 503(b), and 507(b), on a dollar-for-dollar basis for and solely to the extent of any Diminution in Value, subject to the Carve-Out. The Carve-Out means all budgeted accrued but unpaid fees and expenses of the attorneys, accountants, or other professionals retained by the Debtors under Bankruptcy Code sections 327 or 1181 incurred until the delivery of a Termination Notice; and (b) Professional Fees and Expenses in the maximum amount of $150,000 incurred after delivery of a Termination Notice. A copy of the order and the Debtor's 18-week budget through July 1 is available at https://bit.ly/3LETfic from Omni Agent Solutions, the claims agent. The Debtor projects $2,482,625 in total receipts and $2,039,343 in total operating disbursements for the period. About North Richland Hills Alamo, LLC North Richland Hills Alamo, LLC owns and operates franchisees of the premium dine-in movie theater chain, Alamo Drafthouse Cinema. Alamo Drafthouse is a dine-in movie theater concept, where theaters have full-service kitchens and liquor licenses to serve alcoholic beverages. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40384) on February 25, 2022. In the petition signed by William C. DiGaetano, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Edward L. Morris oversees the case. Polsinelli PC represents the Debtor as legal counsel. Omni Agent Solutions serves as the noticing and solicitation agent. NXT ENERGY: Reports C$3.12 Million Net Loss for 2021 ---------------------------------------------------- NXT Energy Solutions Inc. announced the Company's financial and operating results for the year ended Dec. 31, 2021. Key financial and operational highlights include: * The Company completed the 2021 advisory services and funding of C$50,000 from the National Research Council of Canada Industrial Research Assistance Program ("NRC IRAP") to support the research and development of the SFD technology for geothermal applications; * NXT announced that its patent application in India has been officially granted by the Office of the Controller General of Patents, Designs and Trade Marks; * Cash and short-term investments at Dec. 31, 2021 were C$2.81 million; * Net working capital was C$2.82 million at Dec. 31, 2021; * The Company recorded SFD related revenue of C$3.13 million for YE-21 and nil for Q4-21; * A net loss of C$1.57 million was recorded for Q4-21, including stock based compensation expense ("SBCE") and amortization expense of C$0.53 million; * A net loss of C$3.12 million was recorded for YE-21, including SBCE and amortization expense of C$2.06 million; * net loss per common share for Q4-21 was C$0.02 basic and C$0.02 diluted; * Net loss per common share for YE-21 was C$0.05 basic and C$0.05 diluted; * cash flow provided (used) by operating activities was $0.08 during Q4-21 and (C$1.03) million YE-21; * General and administrative expenses increased by C$0.05 million (6%) as compared to Q4-20, due primarily to the ending of the Canada Emergency Wage Subsidy, the Canada Emergency Rent Subsidy ("CERS") programs; * G&A for YE-21 as compared to YE-20 decreased by C$0.15 million (5%) due to lower professional fees, recognition of the CERS and business development offset by the ending of the CEWS and higher SBCE; * The Company received US$0.20 million of payments on outstanding accounts receivable during February 2022; * the Company extended its aircraft lease until April 2024; and * The Company received notice that its Brazilian Patent Application has been allowed, bringing the total number of countries in which NXT holds patents to 46. Message to Shareholders George Liszicasz, president, and CEO of NXT, commented, "With $3.13 million of revenue, 2021 showed modest initial results of our business development efforts. We were pleased that energy exploration veteran Gerry Sheehan join our Board of Directors, and that NXT received advisory services and funding from NRC IRAP which supported the research and development of the SFD technology for geothermal applications." "NXT had a very busy start to 2022 pursuing a number of strategic opportunities which gives me great confidence that our collective efforts will materialize into future success, both short-term and long-term. Contract opportunities substantially progressed throughout the winter in our core regions of focus in Africa, Asia and South America and we are witnessing an increased level of business development activity with our customers. NXT remains highly confident in the approach we have taken to realize near term opportunities with National Oil Companies, which have a long term strategic approach to the development of reserves." "On behalf of our Board of Directors and the entire team at NXT, I want to thank all of our shareholders for their continued support." About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions Inc. provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$5.99 million for the year ended Dec. 31, 2020. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position are not expected to be sufficient to meet its obligations that raises substantial doubt about its ability to continue as a going concern. ORIGINCLEAR INC: Delays Filing of 2021 Annual Report ---------------------------------------------------- OriginClear, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The Company said it has encountered a minor delay in assembling the financial information for the year ended Dec. 31, 2021. The timely filing of the Form 10-K has become impracticable without undue hardship and expense to the company. About OriginClear Headquartered in Clearwater, Florida, OriginClear -- www.originclear.tech -- is a water technology company which has developed in-depth capabilities over its 14-year lifespan. Those technology capabilities have now been organized under the umbrella of OriginClear Tech Group. OriginClear reported net income of $13.26 million for the year ended Dec. 31, 2020, compared to a net loss of $27.47 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $2.11 million in total assets, $45.45 million in total liabilities, $9.36 million in commitments and contingencies, and a total shareholders' deficit of $52.70 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 21, 2021, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PERRIGO INVESTMENTS: Moody's Rates New Sr. Unsecured Notes 'Ba2' ---------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Perrigo Investments LLC, a subsidiary of Perrigo Company plc (together "Perrigo"), proposed senior unsecured note issue. The notes are being issued in in connection with the refinancing of its existing debt and financing of the Hera SAS ("HRA") acquisition. All other ratings, including Perrigo's Ba1 Corporate Family Rating, and negative rating outlook are unaffected. Assignments: Issuer: Perrigo Investments LLC Gtd. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) RATINGS RATIONALE Perrigo's Ba1 CFR is supported by its leading positions in the relatively stable over-the-counter (OTC) market in the US and Europe. Perrigo has meaningful scale in its key product categories, as well as good product and customer diversity, which the HRA acquisition will enhance. Earnings growth will outpace revenue growth for the next few years, driven by cost savings and portfolio mix shifts towards higher margin products. The credit profile is constrained by its elevated leverage, which proforma for the HRA acquisition debt will be around 6x debt/EBITDA, and the rating is based on Moody's expectations that the company will make substantive progress toward achieving 4.5x by the end of 2023 due to improved organic earnings, as well as contribution from HRA and the related cost synergies. Moody's forecasts mid-single digit earnings growth through 2023, with potential improvement in the critical cough and cold segment a key driver of that view. The positive resolution of the Irish tax liability for around EUR266 million, with more than sufficient funds coming from a favorable settlement relating to its Belgian divestiture, removes a significant risk component. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The negative outlook reflects the execution risk for Perrigo to deleverage to 4.5x by the end of 2023. Risks to Perrigo's earnings include a slower recovery for the products sold by HRA, some of which have been negatively impacted by the pandemic. The negative outlook also reflects that cost pressures including labor and materials, and continued acquisition activity could slow deleveraging. Given the negative outlook, there is little upward rating pressure. Over time, ratings could be upgraded if Perrigo generates good operating performance including consistent organic revenue growth, stable to higher EBITDA margin, and solid free cash flow. Debt/EBITDA sustained below 3.5x, and a firm commitment to an investment grade capital structure and financial strategy would also be necessary for an upgrade. Ratings could be downgraded if substantive deleveraging does not occur over the next 12-18 months because of factors such as revenue weakness, higher costs or additional acquisitions, any of which lead to debt/EBITDA sustained above 4.5x. A deterioration in liquidity could also lead to a downgrade. ESG considerations are material to the rating. Social considerations include Perrigo's legal exposures, as evidenced by the recently resolved Irish Tax Assessment litigation and alleged drug price-fixing. Governance considerations include Perrigo's aggressive approach to M&A during a time of unresolved tax liabilities. Perrigo is targeting a net debt to EBITDA leverage ratio of 3.0x (based on the company's calculation) within 18-to-24 months of the HRA closing. Because pro forma leverage on this basis is 5.1x, the target indicates the company is focused on material deleveraging. The principal methodology used in this rating was Consumer Packaged Goods Methodology published in February 2020. Perrigo, with registered offices in Dublin, Ireland and principal executive offices in Allegan, Michigan, develops, manufactures, and distributes over-the-counter drugs, infant formulas, and nutritional products. Perrigo has agreed to acquire Hera SAS ("HRA") for total consideration of around $2 billion, which is expected to close in Q2 2022. FYE 2021 revenues were approximately $4.1 billion and will increase to approximately $4.6 billion pro forma for the HRA acquisition. PERRIGO INVESTMENTS: S&P Cuts Bank Credit Facility Rating to 'BB+' ------------------------------------------------------------------ S&P Global Ratings lowered its issue rating on Perrigo Investments LLC's proposed upsized senior secured bank credit facility to 'BB+' from 'BBB-'. S&P also revised the recovery rating to '2', indicating that lenders could expect substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default, from '1'. The downgrade reflects the revised transaction structure, which increases the senior secured credit facility to $2.6 billion from $2.1 billion while eliminating the previously contemplated $500 million senior unsecured notes. The lower rating is driven by the higher amount of senior secured debt outstanding at default in the capital structure under S&P's simulated default scenario. The proposed upsized senior secured bank credit facility will consist of a $1 billion five-year revolving credit facility, $500 million five-year term loan A facility, and $1.1 billion seven-year term loan B facility. S&P said, "At the same time, we affirmed our 'BB-' issue rating on the existing $2.54 billion senior unsecured notes. The '5' recovery rating, indicating that noteholders could expect modest (10%-30%; rounded estimate: 20%) recovery in the event of a payment default, remains unchanged. We expect in a default scenario that the senior unsecured notes would still recover some value given the moderate amount of enterprise value outside the bank collateral package. "We withdrew our rating on the previously proposed $500 million senior unsecured notes, which will not be issued. "Our rating 'BB' issuer credit rating and stable outlook on Perrigo Co. PLC reflect its re-positioning as a pure-play global consumer self-care company following the divestiture of its generic prescription drug business, as well as our belief that its supply chain management expertise--historically a credit strength, particularly in its U.S. store brand operation--will return following widespread inefficiencies across the global economy in 2021. They also reflect our expectation that Perrigo's financial policy will become less aggressive. Specifically, we expect its S&P Global Ratings-adjusted leverage, which at 5.5x pro forma for the HRA transaction is high, will decline to about 5.0x over the next year and to the low-4x area thereafter." Nevertheless, Perrigo faces tough competition from branded competitors that have gained market share over the past year. In addition, it must manage its relationships with its large retail customers that possess significant bargaining power, particularly on pricing of its store brand offerings. PGT INNOVATIONS: Moody's Ups CFR to Ba3 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service upgraded PGT Innovations, Inc.'s Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, and the rating on the company's senior unsecured notes to B1 from B2. The SGL-1 Speculative Grade Liquidity Rating remains unchanged. The outlook was changed to stable from positive. The ratings upgrade reflects PGT's conservative financial strategies and a track record of deleveraging post acquisitions, improvement in operating scale with pro forma revenue of nearly $1.3 billion, continued enhancement in product and geographic diversification, and a history of successful integration of multiple acquisitions. The rating action also reflects favorable end market expectations for new residential construction and repair and remodeling in the next 12 to 18 months, although with moderating growth, PGT's strong backlog position, and its consistent solid free cash flow generation. "Moody's expects PGT to delever toward low 3.0x debt to EBITDA by year end 2022, improve its operating margins through pricing strategies, and maintain a very good liquidity profile" says Natalia Gluschuk, Moody's Vice President – Senior Analyst. The following rating actions were taken: Upgrades: Issuer: PGT Innovations, Inc. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD4) from B2 (LGD4) Outlook Actions: Issuer: PGT Innovations, Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE PGT's Ba3 Corporate Family Rating is supported by the company's: 1) strong market position in the niche product category of impact-resistant windows and doors; 2) operating scale with pro forma revenue approaching $1.3 billion and an ongoing diversification of its geographic and product footprint through acquisition activity and new store openings; 3) conservative financial strategies and maintenance of modest debt leverage (with a net debt to EBITDA target of 2.0x to 3.0x) along with a track record of consistent deleveraging post acquisitions; 4) solid operating margin and interest coverage metrics, and good free cash flow generation; and 5) growing customer awareness of the benefits of the impact-resistant product in hurricane prone regions, and favorable residential end market trends. At the same time, the rating is constrained by: 1) geographic concentration, with about 75% of sales generated in Florida, and product line concentration, with around 66% of revenue coming from impact-resistant windows and doors pro forma for recent acquisitions; 2) risks related to an acquisitive growth strategy, which include leverage increases, integration challenges and acquired businesses performing below expectations; 3) the cyclicality of residential end markets, including new construction and repair and remodeling; and 4) vulnerability of operations to inclement weather conditions, and a concentration of the majority of manufacturing operations in Florida. The stable outlook reflects Moody's expectations that in the next 12 to 18 months the company will continue to expand scale, benefiting from supportive end market trends, continue to diversify its geographic footprint and product offering, and strengthen its operating margin. The senior unsecured notes rating of B1, one notch below the Corporate Family Rating, reflects their junior position in the company's capital structure relative to its senior secured term loan and revolving credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if the company significantly expands its size and scale and improves its geographic diversification, increases its operating margins toward historical levels, sustains adjusted debt to EBITDA below 3.0x and EBITA to interest coverage above 5.0x, while generating strong free cash flow with FCF to debt metrics in the mid teens. Favorable end market conditions would also be important for a higher rating. The ratings could be downgraded if end markets demonstrate materially weakening trends, the company loses significant market share, operating margins decline, adjusted debt to EBITDA is sustained above 4.0x and EBITA to interest coverage below 4.0x, or if its liquidity profile deteriorates. The principal methodology used in this rating was Manufacturing published in September 2021. PGT Innovations, Inc., headquartered in North Venice, Florida, is a leading manufacturer and supplier of impact-resistant windows and doors in the US. In 2021, PGT generated about $1.2 billion in revenue. PHUNWARE INC: Delays Filing of 2021 Annual Report ------------------------------------------------- Phunware, Inc. filed a notification of late filing on Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2021. Phunware was unable, without unreasonable effort and expense, to file its Annual Report in a timely manner, specifically related to additional audit procedures required by its independent registered public accounting firm related to its business combination and accounting for digital asset transactions. The company expects it will be able to file its Annual Report on Form 10-K on or before the 15th calendar day following the prescribed due date. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $22.20 million for the year ended Dec. 31, 2020, a net loss of $12.87 million for the year ended Dec. 31, 2019, and a net loss of $9.80 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $31.95 million in total assets, $18.93 million in total liabilities, and $13.03 million in total stockholders' equity. PORTOFINO TOWERS: May 10 Hearing on Disclosure Statement and Plan ----------------------------------------------------------------- Judge A. Jay Cristol has entered an order that the court has set a hearing to consider approval of Portofino Towers 1002 LLC's Disclosure Statement and confirmation of the Plan on May 10,2022 at 3:00 p.m. in the United States Bankruptcy Court, C. Clyde Atkins United States Courthouse, 301 North Miami Avenue, Courtroom 7, Miami, Florida 33128. The last day for filing and serving objections to the disclosure statement or to the Chapter 11 plan is on April 26, 2022 (14 days before Confirmation Hearing). April 26, 2022 (14 days before Confirmation Hearing) is fixed as the last day for filing written acceptances or rejections of the plan. On or before April 10, 2022 (30 days before Confirmation Hearing) the plan proponent must serve a copy of this order, the disclosure statement and the plan on all creditors. About Portofino Towers 1002 Portofino Towers 1002, LLC owns a condo at 300 S Pointe Dr. Unit 1002, Miami Beach, Fla. Portofino Towers 1002 filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20446) on Sept. 27, 2020, listing up to $10 million in both assets and liabilities. Laurent Benzaquen, authorized member, signed the petition. The cases are assigned to Judge A. Jay Cristol. Joel M. Aresty, Esq. at Joel M. Aresty P.A. represents the Debtor as legal counsel. PREMIER MODERN: Ends in Chapter 11 Bankruptcy --------------------------------------------- Premier Modern Commercial Real Estate Holdings Ltd. filed for bankruptcy protection in Texas. Premier Modern is primarily engaged in renting and leasing real estate properties. According to court documents, Premier Modern Commercial estimates between 1 and 49 unsecured creditors, including American Momentum Bank, Dallas County Tax-Assessor Collector, and the Internal Revenue Service. The petition states funds will be available to unsecured creditors. About Premier Modern Premier Modern Commercial Real Estate Holdings Ltd. is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). The company is engaged in renting and leasing of real estate properties. Premier Modern sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 22-40737) on April 4, 2022. In the petition filed by Alrick V. Warner, as managing member, Premier Modern estimated assets and liabilities between $1 million and $10 million. Michael S. Mitchell, of DeMarco-Mitchell, PLLC, is the Debtor's counsel. PURDUE PHARMA: Trustee Asks 2nd Circuit to Reject Opioid Releases ----------------------------------------------------------------- Rick Archer of Law360 reports that the U.S. Trustee's Office urges the Second Circuit to uphold a finding that Purdue Pharma's former owners in the Sackler family cannot be released from opioid liability by the company's Chapter 11 plan, saying it would violate a "keystone" of bankruptcy law. In a brief filed Tuesday, April 5, 2022, the Trustee's Office argued the circuit should uphold a district court decision overturning Purdue's Chapter 11 plan, saying that to get even some of the legal releases the Sacklers were granted in the plan, a debtor "must shoulder a host of duties and devote substantially all of its assets to the bankruptcy estate." About Purdue Pharma Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. Purdue filed its Chapter 11 Plan on March 15, 2021. A 12th amended Chapter 11 plan was filed on Sept. 2, 2021, which was confirmed on Sept. 17. Purdue divides the claims against it into several categories, one of which it calls "PI Claims," consisting of claims "for alleged opioid-related personal injury." The plan provides for the creation of the "PI Trust," which will administer all PI Claims. The trust will be funded with an initial distribution of 300 illion on the effective date of the Chapter 11 plan, followed by a distribution of $200 million in 2024, and distributions of $100 million in 2025 and 2026. In sum, "[t]he PI Trust will receive at least $700 million in value, and may receive an additional $50 million depending on the amount of proceeds received on account of certain of Purdue's insurance policies." The Plan further provides that Purdue's ability to recover from its insurers will be vested in a "Master Disbursement Trust." To the extent any proceeds are recovered from Purdue's insurers with respect to the PI Claims, up to $450 million of those proceeds will be channeled from the MDT to the PI Trust. However, the PI Trust will be funded regardless of whether anything is recovered from Purdue's insurers. Instead, "[d]istributions to the PI Trust are subject to prepayment on a rolling basis as insurance proceeds from certain of Purdue's insurance policies are received by the MDT and paid forward to the PI Trust." QUEST PATENT: Incurs $4.2 Million Net Loss in 2021 -------------------------------------------------- Quest Patent Research Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $4.15 million on $2.05 million of revenues for the year ended Dec. 31, 2021, compared to a net loss of $1.31 million on $5.49 million of revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $816,626 in total assets, $8.74 million in total liabilities, and a total stockholders' deficit of $7.93 million. At Dec. 31, 2021, the Company had current assets of approximately $277,000, current liabilities of approximately $8,403,000. Its current liabilities include liabilities of $3,203,000 payable to QFL, a non-interest bearing total monetization proceeds obligation to Intelligent Partners in the amount of $2,805,000 under the Restructure Agreement, which is only payable from money generated from the monetization of intellectual property, loans payable of $138,000 due to former directors and minority stockholders and accrued interest of approximately $492,000. As of Dec. 31, 2021, the Company has an accumulated deficit of approximately $25,436,000 and a negative working capital of approximately $8,126,000. Other than salary to its chief executive officer, the Company does not contemplate any other material operating expense in the near future other than normal general and administrative expenses, including expenses relating to its status as a public company filing reports with the SEC and the amortization of stock-based equity issued to consultants, which is a non-cash item. Because the Company's agreements with its litigation funding sources does not require it to make any payments relating to the litigation, the Company does not incur expenses with respect to litigation covered by the funding sources. As of Dec. 31, 2021, there was approximately $1,132,000 of unrecognized compensation expense related to nonvested stock option awards that is expected to be recognized over a weighted average expected term of eight years. Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/824416/000121390022017254/f10k2021_questpatent.htm About Quest Patent Rye, New York-based Quest Patent Research Corporation -- http://www.qprc.com-- is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. REDSTONE BUYER: S&P Downgrades ICR to 'B-' on Revenue Declines -------------------------------------------------------------- S&P Global Ratings downgraded its issuer credit rating on Redstone Buyer LLC (dba as RSA) to 'B-' from 'B', reflecting the firm's higher leverage compared to our prior forecasts. S&P said, "At the same time, we lowered our ratings on the company's first-lien secured debt to 'B-' from 'B', and on the firm's second-lien debt to 'CCC+' from 'B-'. The recovery ratings remain '3' and '5', respectively. "The outlook is stable, reflecting our view that a high share of recurring revenue and the ongoing transition to a software as a service (SaaS)-driven business model will enable the firm to continue generating positive free cash flow in spite of a high level of debt. "Sharper-than-expected declines in revenue have pushed fiscal 2022 leverage to approximately 8x, and we expect leverage to remain elevated. The downgrade primarily reflects RSA's increased leverage, which reached 8x as of Jan. 28, 2022, higher than our previous estimates and our previous downgrade threshold of 7x. Declines were led by a 27% reduction in revenue at SecurID, RSA's largest and most profitable business, leading to an outsized impact on leverage and other credit metrics. We believe challenges in this segment were driven by pandemic-related order pull-forward into an unusually strong fiscal 2021 as well as difficulty setting up a stand-alone go-to-market organization, a common problem we have seen with software carve-out transactions. Other segments performed broadly in line with our prior expectations, with strong growth at the Archer risk management segment a bright spot for the year. EBITDA margins were reasonably resilient in spite of the weak revenue numbers as the firm begins to benefit from a post-transition service agreement (TSA) cost structure. "The stable outlook reflects our expectation that RSA will continue to generate positive free operating cash flow (FOCF), in spite of high level of debt, given its low capital expenditure requirement and over 70% in recurring revenue." RSA's currently high leverage and limited prospects for near-term margin improvement constrain the rating over the next 12 months, but over the longer term we would consider an upgrade if RSA: -- Sustains leverage below 7x; and -- Generates FOCF/debt of above 5%. S&P would lower the rating if it was to view the firm's capital structure as unsustainable. Key factors S&P would look to in order to make that assessment would be if: -- RSA experiences significantly weaker-than-expected revenue growth and/or continued deterioration in its EBITDA margin such that its FOCF declines materially and tends to breakeven levels; or -- The company's sources of cash are insufficient to cover its uses and S&P assesses its liquidity as less than adequate. ESG credit indicators: E-2, S-2, G-3 Governance factors are a moderately negative consideration in S&P's credit rating analysis of the company, as is the case for most rated entities owned by private-equity sponsors. RESHAPE LIFESCIENCES: Needs More Time to File Form 10-K ------------------------------------------------------- ReShape Lifesciences Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. ReShape Lifesciences was unable, without unreasonable effort or expense, to file its Form 10-K within the prescribed time period as it requires additional time to complete certain tax analyses related to the company's merger with Obalon Therapeutics, Inc. in June 2021, which is required in connection with its audit for the year ended Dec. 31, 2021. The company currently anticipates that it will file the Form 10-K within the additional time provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About ReShape Lifesciences ReShape Lifesciences (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $26.48 million. Obalon reported a net loss of $12.33 million for the year ended Dec. 31, 2020, a net loss of $23.67 million for the year ended Dec. 31, 2019, and a net loss of $37.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $90.70 million in total assets, $11.48 million in total liabilities, and $79.22 million in total stockholders' equity. RIOT BLOCKCHAIN: Signs Deal to Sell $500M Worth of Common Shares ---------------------------------------------------------------- Riot Blockchain, Inc. entered into a sales agreement, dated as of March 31, 2022, with Cantor Fitzgerald & Co., B. Riley Securities, Inc., BTIG, LLC, Roth Capital Partners, LLC, D.A. Davidson & Co., Macquarie Capital (USA) Inc., and Northland Securities, Inc. Pursuant to the Sales Agreement, the Company may offer and sell, at its option, an indeterminate number of shares of its common stock, no par value per share having an aggregate initial offering price of up to $500,000,000, through the Agents, as its sales agents, from time to time at prevailing market prices in an "at-the-market offering" within the meaning of Rule 415 of the Securities Act of 1933, as amended, including sales made to the public directly on or through the Nasdaq Capital Market and any other trading market for shares of its common stock. The Placement Shares will be offered and sold under the Company's effective Registration Statement on Form S-3 (File No. 333-259212) filed with the Securities and Exchange Commission on Aug. 31, 2021, pursuant to the prospectus supplement dated as of, and filed with the SEC on, March 31, 2022, which supplements and amends the base prospectus filed with and forming a part of the Registration Statement. Under the Sales Agreement, the Company may from time to time deliver placement notices to the Agents designating the number of Placement Shares and the minimum price per share thereof to be offered. However, subject to the terms and conditions of the Sales Agreement, the Agents are not required to sell any specific number or dollar amount of Placement Shares but will act as Agent using their commercially reasonable efforts consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market. The Company or any Agent, with respect to itself only, may suspend the offering of Placement Shares by notifying the other party. The Offering will terminate after the sale of all of the Placement Shares subject to the Sales Agreement, or sooner in accordance with the Sales Agreement, upon proper notice by the Company and/or the Agents or by mutual agreement. The Company will pay the Agents a commission of up to 3.0% of the gross sales price of the shares of the Placement Shares sold under the Sales Agreement, and the Company has also agreed to reimburse the Agents for certain expenses under the Sales Agreement. The Company made certain customary representations, warranties and covenants concerning the Company and the Placement Shares in the Sales Agreement and also agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as set forth in the Sales Agreement. On March 31, 2022, the Company and its sales agents, Cantor Fitzgerald & Co., B. Riley Securities, Inc., Compass Point Research & Trading, LLC, and Roth Capital Partners, LLC, mutually agreed to terminate the sales agreement between them, dated as of Aug. 31, 2021, effective as of March 31, 2022. The 2021 Sales Agreement covered the Company's previously announced at-the-market public offering of up to $600,000,000 in shares of the Company's common stock. As previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2021, the Company had completed the 2021 ATM Offering as of Dec. 31, 2021, and no shares remained available to be offered or sold under the 2021 Sales Agreement. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. The Company is expanding and upgrading its mining operations by securing the most energy efficient miners currently available. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility operates out of upstate New York, under a co-location hosting agreement with Coinmint. Riot Blockchain reported a net loss of $7.93 million for the year ended Dec. 31, 2021, a net loss of $12.67 million for the year ended Dec. 31, 2020, a net loss of $20.30 million for the year ended Dec. 31, 2019, and a net loss of $60.21 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $1.53 billion in total assets, $173.62 million in total liabilities, and $1.36 billion in total stockholders' equity. RIVERBED INTERMEDIATE: S&P Assigns 'CCC+' ICR, Outlook Stable ------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issuer credit rating to U.S.-based network performance software provider Riverbed Technology, Inc. S&P said, "At the same time, we assigned our '3' (50%-70%: rounded estimate: 55%) recovery rating and 'CCC+' issue-level rating to its $900 million senior secured exit term loan due in 2026. The outlook is stable, reflecting our view that its reduced debt burden post-bankruptcy will remain unsustainable over the long term unless Riverbed executes its refined Advanced Visibility Solutions strategy to return to growth and stabilize its operating performance. However, we believe Riverbed can undergo this transition with ample liquidity and a lack of near-term debt maturities over the near term." The rating action follows Riverbed's emergence from Chapter 11 bankruptcy on Dec. 7, 2021, with about $60 million cash and a new capital structure that includes a $900 million exit term loan and $354 million of convertible preferred equity. S&P said, "Our uncertainty around Riverbed's ability to sustain the debt obligation in its capital structure over the long term is the key factor driving the 'CCC+' issuer credit rating. Riverbed now carries lower leverage post emergence from bankruptcy and a reduced cash interest burden because of lower debt balances and a payment-in-kind (PIK) interest component. However, despite financial flexibility over the short term, we still view Riverbed to have high leverage with S&P Global Ratings-adjusted leverage near 10x (about 7.5x when excluding $354 million of convertible equity which we treat as debt). Considering Riverbed's weak performance in recent years, we see such leverage as unsustainable over the longer term, absent improved operating performance, including a return to revenue growth and improved profitability and cash flow generation. "The stable outlook on Riverbed reflects our view that its reduced debt burden post-bankruptcy will remain unsustainable over the long term unless Riverbed executes its refined Advanced Visibility Solutions strategy to return to growth and stabilize its operating performance. However, we believe Riverbed can undergo this transition with ample liquidity and a lack of near-term debt maturities over the near term. "We could lower the rating if Riverbed fails to progress in executing its new business strategy leading to continued declines in revenue, EBITDA, and cash flow, and due to this, we see an increased risk of a near-term liquidity shortfall or default within 12 months. "We could raise our rating on Riverbed if, by improving operating performance and increasing capacity to meet its debt obligations, we gain greater confidence in the sustainability of its capital structure over the longer term. In this scenario, we would look for the company to return to revenue growth, improve profitability, and generate discretionary cash flow that sustainably covers the cash and noncash components of interest on its term loan and dividends on its convertible preferred equity." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of the company, as is the case for most rated entities owned by private-equity sponsors. We believe Riverbed's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." RKJ HOTEL: Amends RSS Unsecured Claim Pay Details ------------------------------------------------- RKJ Hotel Management, LLC, a Nevada limited liability company, submitted an Amended Disclosure Statement to accompany Second Amended Plan of Reorganization dated April 4, 2022. The Plan provides for the continuation of the business of Debtor, that being the ownership and operation of the Delta Marriott Hotel at the Detroit Metropolitan Airport. To achieve this, the Plan proposes to address defaults under the RSS Loan Documents through a restructuring of the RSS Loan Documents, continue as a Marriott franchisee, and pay overtime the arrears to the Holders of its Allowed Insider Unsecured Claims and Allowed General Unsecured Claims more than they would receive in a liquidation under Chapter 7. The Cash and revenue necessary for Reorganized Debtor to make payments pursuant to the Plan will be obtained by Reorganized Debtor from the Cash on hand on the Effective Date of the Plan, the New Value Consideration from its Holders of Equity Interests and the DIP Loan Lender, and revenues generated from the operation of the Hotel after the Effective Date. Class 2 is comprised of Secured Tax Claims. Each Allowed Secured Tax Claim, if any, shall, in full and final satisfaction of such Claim, be paid in full in Cash upon the latest of: (i) the Effective Date or as soon thereafter as practicable; (ii) such date as may be fixed by the Bankruptcy Court; (iii) the 14th Business Day after such Claim is Allowed; and (iv) such date as agreed upon by the Holder of such Secured Tax Claim and Debtor, and after the Effective Date, Reorganized Debtor. The Michigan Department of Treasury filed Amended Proof of Claim No. 6 on March 28, 2022. Amended Proof of Claim No. 6 asserts a total claim of $154,703.42 of which the Michigan Department of Treasury claims $54,535.68 is secured and $81,826.40 is a priority unsecured claim. Thus, the secured and priority unsecured portions are treated in Classes 2 and 4 under the Plan, respectively, consistent with Amended Proof of Claim No. 6. Debtor may object to Amended Proof of Claim No. 6. Class 6 is comprised of RSS Unsecured Claim. If RSS does not make the 1111(b) Election, in full and final satisfaction of the RSS Unsecured Claim, RSS shall be paid in Cash payments fifty percent of the RSS Unsecured Claim9 with interest at the Federal Judgment Interest Rate from the Petition Date. RSS shall receive ten percent of the fifty percent on the Unsecured Creditor Initial Distribution Date, and the balance in 60 equal monthly installments commencing on the first Business Day that is 30 days following the Unsecured Creditor Initial Distribution Date. If RSS does not make the 1111(b) Election, Class 6 is Impaired under the Plan, and the Holder of the RSS Unsecured Claim is entitled to vote on the Plan. RSS contends that Debtor's separate classification of the RSS Unsecured Claim in Class 6 is improper and that the RSS Unsecured Claim should be classified in Class 7. Debtor disagrees with RSS' contention because the RSS Unsecured Claim is guaranteed by Mr. Katofsky, and RSS commenced a lawsuit against Mr. Katofsky, upon the filing of the Chapter 11 Case in which RSS is actively pursuing Mr. Katofsky to pay the same debt that RSS asserts against Debtor in the Chapter 11 Case. Thus, Debtor contends there is a meaningful secondary source of payment on the RSS Unsecured Claim that may materially reduce the RSS Unsecured Claim against Debtor prior to the RSS Unsecured Claim being paid in full by Debtor under the Plan. RSS disagrees with Debtor's view, and the Debtor's separate classification of the RSS Unsecured Claim is likely to be a contested issue at the Confirmation Hearing. From and after the Effective Date, Reorganized Debtor shall continue to exist as a separate entity in accordance with applicable law. Debtor's existing organization documents (as amended, supplemented, or modified as provided for in this Plan) will continue in effect for Reorganized Debtor following the Effective Date, except to the extent that such documents are amended in conformance with the Plan or by proper governance action after the Effective Date. The New Value Consideration is $1,500,000 plus the conversion of the outstanding balance of the DIP Loan into equity in Reorganized Debtor. The $1,500,000 equity infusion shall be $750,000 in cash, with the remaining $750,000 being an irrevocable letter of credit to Debtor provided and/or obtained by the DIP Loan Lender, which collectively means Katofsky Family Trust, Alexis Ariella, LLC, Weisman Holdings, LLC, Samra, LLC, and SGR, LLC, and/or each other Person having a right of participation in, under, or to the DIP Loan or any rights, title, or interest to or under the DIP Loan Documents. Debtor will be the beneficiary of the irrevocable letter of credit. Debtor will be amending the Plan to (i) make receipt of the New Value Consideration a non-waivable condition precedent to the Effective Date of the Plan; and (ii) confirm that the New Value Consideration, along with Debtor's other sources of funds, will be sufficient to complete all payments under the Plan. On the Effective Date, one hundred percent of the Equity Interest in the Reorganized Debtor shall be distributed Pro Rata as follows: (i) to the DIP Loan Lender in consideration of the DIP Loan, and (ii) with the balance of the New Value Consideration to be distributed to the Holders of Equity Interests in the Debtor prior to the Effective Date in consideration for (a) $750,000 in Cash on the Effective Date, and (b) the irrevocable letter of credit for $750,000. The New Equity in Reorganized Debtor will be distributed consistent with the equity distribution in Debtor as of the Petition Date. If the New Equity in Reorganized Debtor is changed or altered in any way, such change or alteration must strictly follow the procedures set forth in the Franchise Agreement. A full-text copy of the Amended Disclosure Statement dated April 4, 2022, is available at https://bit.ly/3KfjmvY from PacerMonitor.com at no charge. Attorneys for the Debtor: Gerald M. Gordon, Esq. Mark M. Weisenmiller, Esq. GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, Nevada 89119 Telephone: (725) 777-3000 Facsimile: (725) 777-3112 E-mail: ggordon@gtg.legal mweisenmiller@gtg.legal About RKJ Hotel Management RKJ Hotel Management, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-10593) on Feb. 9, 2021. Jeff Katofsky, member and authorized representative, signed the petition. In the petition, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Natalie M. Cox oversees the case. The Debtor tapped Garman Turner Gordon, LLP as its legal counsel. RKJ HOTEL: May 2 Plan Confirmation Hearing Set ---------------------------------------------- On March 18, 2022, debtor RKJ Hotel Management, LLC, a Nevada limited liability company, filed with the U.S. Bankruptcy Court for the District of Nevada a motion for order approving adequacy of Disclosure Statement. On April 4, 2022, Judge Natalie M. Cox granted the motion and ordered that: * The proposed Disclosure Statement is approved. * April 21, 2022 is fixed as the last day to submit all Ballots to be counted as votes. * May 2, 2022, beginning at 9:30 a.m., and then, if necessary, May 4, 2022, beginning at 9:30 a.m. is the hearing on confirmation of the Plan. * April 21, 2022 is fixed as the last day to file objections to confirmation of the Plan. * April 28, 2022 is fixed as the last day to file all replies to any objections to confirmation and supporting reply declarations and briefs in support of confirmation of the Plan. * RSS shall make the 1111(b) Election in writing on or before April 21, 2022. A full-text copy of the order dated April 4, 2022, is available at https://bit.ly/3NSiTSB from PacerMonitor.com at no charge. Attorneys for the Debtor: Gerald M. Gordon, Esq. Mark M. Weisenmiller, Esq. GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, Nevada 89119 Telephone: (725) 777-3000 Facsimile: (725) 777-3112 E-mail: ggordon@gtg.legal mweisenmiller@gtg.legal About RKJ Hotel Management RKJ Hotel Management, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-10593) on Feb. 9, 2021. Jeff Katofsky, member and authorized representative, signed the petition. In the petition, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Natalie M. Cox oversees the case. The Debtor tapped Garman Turner Gordon, LLP as its legal counsel. ROCKALL ENERGY: Seeks to Hire Vinson & Elkins as Bankruptcy Counsel ------------------------------------------------------------------- Rockall Energy Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Vinson & Elkins, LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties in the operation of their businesses and the management of estate property; b. preparing legal papers; c. taking necessary action to obtain approval of a disclosure statement and confirmation of a Chapter 11 plan; d. advising the Debtors regarding tax matters; e. advising the Debtors in connection with any potential sale of assets and taking necessary action to guide the Debtors through such potential sale; f. analyzing proofs of claim filed against the Debtors and potential objections to such claims; g. analyzing certain executory contracts and unexpired leases and potential assumption, assignment or rejection of such contracts and leases; h. representing the Debtors in connection with obtaining authority for debtor-in-possession financing and the continued use of cash collateral; i. advising the Debtors with respect to corporate and litigation matters as well as compliance with non-bankruptcy law; j. consulting with the Office of the U.S. Trustee, the official committee of unsecured creditors or any other committees appointed in the cases, creditors and other parties concerning the administration of the cases; and k. providing other necessary legal services to the Debtors. The hourly rates charged by the firm's attorneys and paraprofessionals are as follows: Partners $975 to $1,465 per hour Counsel/Of Counsel $910 to $1,190 per hour Associates $510 to $1,015 per hour Paraprofessionals $310 to $450 per hour The firm will also seek reimbursement for out-of-pocket expenses. The retainer fee is $350,000. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Vinson & Elkins provided the following in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes, the firm has agreed to a discount of its standard or customary billing arrangements for this engagement consistent with its historical fee arrangement with the Debtors. The firm will continue to apply the discount during the pendency of these Chapter 11 cases. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: The firm will use the same hourly rates for services rendered on behalf of the Debtors during the pendency of these Chapter 11 cases as it used during the 12 months prior to the petition date for matters unrelated to these Chapter 11 cases. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, the Debtors have approved the firm's prospective budget and staffing plan for the period from March 9 to June 7, 2022. David Meyer, Esq., a partner at Vinson & Elkins, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David S. Meyer, Esq. George R. Howard, Esq. Lauren R. Kanzer, Esq. Vinson & Elkins LLP 1114 Avenue of the Americas, 32nd Floor New York, NY 10036 Tel: (212) 237-0000 Fax: (212) 237-0100 Email: dmeyer@velaw.com ghoward@velaw.com lkanzer@velaw.com About Rockall Energy Holdings Rockall Energy Holdings is a mid-sized oil exploration and production company based in Dallas, Texas. Rockall Energy and its affiliates sought Chapter 11 bankruptcy protection (Bank. N.D. Texas Lead Case No. 22-90000) on March 9, 2022. In the petition filed by David Mirkin, as chief financial offer, Rockall Energy Holdings estimated assets and debt between $100 million and $500 million. The cases are handled by Judge Mark X. Mullin. The Debtors tapped Vinson & Elkins, LLP as legal counsel; Lazard Freres & Co., LLC as investment banker; and Ankura Consulting Group, LLC as restructuring advisor. Scott M. Pinsonnault, a senior managing director at Ankura, serves as the Debtors' chief restructuring officer. Stretto, Inc. is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on March 18, 2022. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. ROCKALL ENERGY: Taps Scott Pinsonnault of Ankura as CRO ------------------------------------------------------- Rockall Energy Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ankura Consulting Group, LLC and Scott Pinsonnault, the firm's senior managing director, as their chief restructuring officer. The Debtors require a restructuring advisor to: a. work with the Debtors' management team and board of directors to guide them with the principal of maximizing value for the estate and stakeholders; b. work closely with the management and the Debtors' other advisors to provide clear and timely communications to the board of directors and stakeholders; c. assist in negotiations and lead the Debtors' restructuring efforts; d. assist in the Debtors' sales effort including working with the management and the Debtors' other advisors, and responding to diligence requests from prospective bidders; e. approve all disbursements during the Debtors' Chapter 11 cases; f. approve the Debtors' engagement of any new professional advisors and the Debtors' entry into any new contract under which the aggregate amount of their obligations is or may become greater than or equal to $50,000; g. define, constrain and assist with issues affecting a restructuring including legal, environmental, tax and regulatory; and h. assist the Debtors with general and prudent risk management. The hourly rates charged by the firm for its services are as follows: Senior Managing Director $1,065 to $1,195 per hour Managing Director $900 to $990 per hour Senior Director $750 to $890 per hour Director $605 to $725 per hour Senior Associate $495 to $590 per hour Associate $435 to $475 per hour Paraprofessional $325 to $400 per hour The firm will also seek reimbursement for out-of-pocket expenses. The retainer fee is $200,000. Mr. Pinsonnault disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Scott M. Pinsonnault Ankura Consulting Group, LLC 2021 McKinney Ave., Suite 340 Dallas, TX 75201 Tel: (214) 200-3680 About Rockall Energy Holdings Rockall Energy Holdings is a mid-sized oil exploration and production company based in Dallas, Texas. Rockall Energy and its affiliates sought Chapter 11 bankruptcy protection (Bank. N.D. Texas Lead Case No. 22-90000) on March 9, 2022. In the petition filed by David Mirkin, as chief financial offer, Rockall Energy Holdings estimated assets and debt between $100 million and $500 million. The cases are handled by Judge Mark X. Mullin. The Debtors tapped Vinson & Elkins, LLP as legal counsel; Lazard Freres & Co., LLC as investment banker; and Ankura Consulting Group, LLC as restructuring advisor. Scott M. Pinsonnault, a senior managing director at Ankura, serves as the Debtors' chief restructuring officer. Stretto, Inc. is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on March 18, 2022. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. SAMARCO MINERACAO: Judge Extends Bankruptcy Stay to April 18 ------------------------------------------------------------ Mariana Durao of Bloomberg News reports that Samarco Mineracao SA's stay period -- in which creditors are blocked from seizing assets or taking legal action to collect debts -- will be extended until the next creditors meeting, scheduled for April 18, the judge overseeing the company's bankruptcy ruled. The stay period was set to expire April 7, 2022. Judge Adilon Claver de Resende highlighted "intense negotiations" between the company and creditors outside the case file and that Samarco cannot be held responsible for the delay in voting on the restructuring plan. About Samarco Mineracao SA Samarco Mineracao SA is a Brazilian mining joint venture between BHP Group and Vale SA. It serves as an iron ore processing company. The company provides blast furnace, direct reduction, sinter feed, as well as low and normal silica content pellets. On April 9, 2021, the Debtor filed a voluntary petition for judicial reorganization in the 2nd Business State Court for the Belo Horizonte District of Minas Gerais in Brazil pursuant to Brazilian Federal Law No. 11,101 of Feb. 9, 2005. Samarco Mineracao filed for Chapter 15 bankruptcy recognition (Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York, to seek U.S. recognition of its Brazilian proceedings. The Debtor's U.S. counsel is Thomas S. Kessler of Cleary Gottlieb Steen & Hamilton LLP. SANUWAVE HEALTH: Delays Filing of 2021 Annual Report ---------------------------------------------------- SANUWAVE Health, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the period ended Dec. 31, 2021. SANUWAVE Health was unable to file its Annual Report within the prescribed time period without unreasonable effort or expense because its independent registered public accounting firm is in the process of completing the audit of the financial statements for the period ended Dec. 31, 2021 and will need additional time to complete its audit of such financial statements. The company currently expects to file the Annual Report within the 15 calendar-day period permitted pursuant to Rule 12b-25, but can provide no assurance that it will be able to file by such time. The ocmpany expects to report revenue for the year ended Dec. 31, 2021 of approximately $13.0 million compared to $4.0 million for the year ended Dec. 31, 2020. The change is primarily due to the acquisition of the UltraMIST assets of Celularity Inc. on Aug. 6, 2020. The company is not able to provide a further estimate of results at this time as the Registrant has not yet completed the reporting process and review relating to its financial statements. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shock wave technology company using a patented system of noninvasive, high-energy, acoustic shock waves for regenerative medicine and other applications. The Company's initial focus is regenerative medicine utilizing noninvasive, acoustic shock waves to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. SANUWAVE reported a net loss of $30.94 million for the year ended Dec. 31, 2020, compared to a net loss of $10.43 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $19.74 million in total assets, $44.99 million in total liabilities, and a total stockholders' deficit of $25.25 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Oct. 21, 2021, citing that the Company has violated its debt covenants, incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SEALED AIR: Moody's Gives Ba2 Rating on New Senior Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Sealed Air Corp.'s proposed senior unsecured notes. The Ba1 corporate family rating, the Ba1-PD Probability of Default rating, and all other instrument ratings remain unchanged. The company's speculative liquidity rating remains SGL-1. The instrument rating assigned to Sealed Air Limited, a subsidiary of Sealed Air Corp. also remains unchanged. The outlook is stable. The proceeds of the new notes will be used to redeem the existing $425 million senior unsecured notes due 2023, at which time the Ba2 rating on these notes will be withdrawn. The transaction will not increase total debt and have no impact on Sealed Air's key credit metrics. The terms and conditions of the proposed $425 million senior unsecured notes will be similar to existing senior unsecured notes to be refinanced, except the company has an option to call the new notes after three years. The redemption of the senior unsecured notes extends the maturity profile in a leverage-neutral transaction, a credit positive. Assignments: Issuer: Sealed Air Corp. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) RATINGS RATIONALE Sealed Air's Ba1 CFR reflects Moody's expectation that debt to EBITDA will remain around 4.0x (including Moody's standard adjustments) through the end of 2022 with an EBITDA margin around 20%. For 2021, the company's debt/EBITDA was 3.6x. Moody's expects credit metrics to benefit from management's stated policy to maintain the company's calculation of net debt to adjusted EBITDA at 3.5x or below. Moody's also expects Sealed Air to benefit from its high exposure to food and e-commerce end markets. In addition, Moody's expects the company to benefit from a focus on higher margin, automated equipment and sustainable packaging solutions and investments in R&D. Recognizing Sealed Air is a specialty packaging company focusing on perishable foods and product protection, the company's credit profile is constrained by the concentration of sales in cyclical and event risk prone end markets, including industrial, transportation and meat, and continued use of free cash flow for dividends and share repurchases. Sealed Air is an innovative leader in the markets they serve, yet operates in a fragmented and competitive packaging industry which has many private, unrated competitors and strong price competition, particularly on the protective packaging side of the business. Sealed Air's SGL-1 rating reflects Moody's expectation that the company will maintain very good liquidity, characterized by a considerable amount of cash, expectation of enough cash flow to fund all normal cash needs, and abundant availability under committed credit facilities. Credit facilities include a $1 billion revolver which expires in 2027. In addition, the company has a $50 million US and a EUR80 million European accounts receivable securitization program, which both expire annually and are renewable. The Baa2 ratings on the senior secured credit facilities and the senior secured notes are two notches above the corporate family rating. The notching reflects the instruments' priority position in the capital structure, security, guarantees, and the benefit of the loss absorption provided by the unsecured debt. The senior secured notes are guaranteed by all the wholly owned domestic subsidiaries of Sealed Air Corporation that guarantee the senior secured credit facilities. The Ba2 ratings on the unsecured notes reflect their subordination to the substantial amount of secured indebtedness. The issuer is the ultimate parent Sealed Air Corporation. The unsecured notes are unconditionally guaranteed on a senior unsecured basis by all the wholly-owned domestic subsidiaries of Sealed Air Corporation that guarantee the senior secured credit facilities. The stable outlook reflects an expectation that credit metrics will be supported by the company's high exposure to stable end markets, a continued focus on innovation and management's stated goal to maintain the company's calculation of net debt to adjusted EBITDA at 3.5x or below. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A ratings upgrade would require a commitment to an investment grade financial profile and capital structure. Additionally, it would require a sustainable improvement in credit metrics and a stable competitive environment. Specifically, Moody's could upgrade the ratings if adjusted debt to EBITDA is below 3.5x, adjusted EBITDA margin is above 22%, and free cash flow to debt is above 12%. Moody's could downgrade the rating if there is deterioration in credit metrics, the competitive environment or liquidity. Additionally, the ratings could be downgraded if there is a large, debt financed acquisition. Specifically, Moody's could downgrade the ratings if adjusted debt to EBITDA is above 4.25x, adjusted EBITDA margin is below 18%, or free cash flow to debt sustained below 8%. Headquartered in Charlotte, NC, Sealed Air (NYSE: SEE) is a global manufacturer of automated packaging equipment, services and sustainable materials for various food, e-commerce, and industrial applications. The company had $5.5 billion of revenues for 2021. The principal methodology used in this rating was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. SEAWORLD PARKS: S&P Affirms 'B+' ICR, Outlook Positive ------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on SeaWorld Parks & Entertainment Inc. to reflect the risk the company could pursue opportunistic debt-funded acquisitions or share repurchases that could increase leverage above currently low levels for the rating. S&P said, "The positive outlook reflects the potential that SeaWorld would maintain a prudent financial policy, maintaining leverage materially below our 4.75x upgrade threshold over the next 12 months after reflecting the impact of any acquisitions or share repurchases. "SeaWorld performed very well in 2021 with its leverage at approximately 2.8x as of year-end 2021, which is well below our 4.75x upside threshold for the 'B+' rating. SeaWorld performed very well in 2021 with its leverage at approximately 2.8x as of year-end 2021, which is well below our 4.75x upside threshold for the B+ rating. The ratings affirmation and positive outlook reflects our expectation that the company is well positioned to grow revenues in 2022 with a recovery in international and group visitation and continued robust pricing compared to prepandemic levels. We currently expect revenues to grow 5-10% this year but that due to incremental labor costs that EBITDA will remain flat to down slightly compared to record levels in 2021. However, we assume that SeaWorld will use some of its cash and possibly borrow to return capital to shareholders or pursue modest amounts of leveraging acquisitions. As a result, we expect S&P Global Ratings adjusted net leverage in the 3x-3.5x area to end 2022. SeaWorld's strong current credit metrics are offset by the potential risk of a significant increase in leverage should the company pursue large acquisitions or other shareholder friendly initiatives not currently contemplated in our analysis. For example, on February 1, 2022, SeaWorld made an unsolicited bid for Cedar Fair L.P., for approximately $3.4 billion, but subsequently said it is unlikely to pursue a deal after Cedar Fair rejected its offer. In the event the company pursues a large acquisition we would likely review the business risks and leverage thresholds of combined entity, including its competitive strengths, the geographic diversity gained via the acquisition, its pro forma margin profile, as well as the impact of proposed financing of pro forma credit metrics. Nonetheless, the current positive outlook does not incorporate a large acquisition. "The ratings affirmation and positive outlook reflect the recovery in SeaWorld's attendance, revenue, and EBITDA as well as our expectation SeaWorld will continue to maintain leverage of 3x-3.5x in 2022.U.S. regional theme parks, including SeaWorld, experienced a faster-than-expected recovery in attendance, revenue, and credit metrics than previously anticipated. We believe the recovery has been driven by significant pent-up demand for out-of-home entertainment following a highly disrupted 2020 summer, during which many--if not most--entertainment options remained closed or restricted. Additionally, a combination of increased personal savings and pricing actions taken by operators has resulted in meaningfully higher per capita spending at U.S. theme parks. We expect tailwinds will continue to benefit regional theme parks during the 2022 summer season. SeaWorld ended 2021 with attendance down 10.7% compared to 2019, which was largely impacted by lower visitation to begin the year when some restrictions remained in place and consumers were more hesitant to return to normal activities. Attendance ended the year 5.4% above 2019 levels in the fourth quarter. The company's attendance recovery has been primarily driven by individual domestic visitors as its international and group businesses remain depressed. Management noted that excluding international and group business, attendance was approximately 20% above pre-pandemic levels in the fourth quarter of 2021 versus 2019. The company's attendance recovery, combined with revenue per capita that was 20.4% higher than 2019 levels resulted in record revenue for the year of $1.5 billion. We believe that although domestic demand may come down from historically high levels, that the impact would be more than offset by the return of international and group business. We currently expect SeaWorld attendance to grow 15%-20% in 2022. "SeaWorld has undertaken a cost-reduction plan that could substantially improve its margin coming out of the pandemic. SeaWorld has significantly improved its margin profile coming out of the pandemic. In 2021, the company generated S&P Global Ratings' adjusted EBITDA margins of approximately 42%. We believe the improvement is the result of revenue and cost initiatives that were started prior to 2020 and subsequently were given more prominence during the pandemic as cost mitigation became more important. Management has identified about $100 million of costs that it believes can be sustainably removed, including through headcount reductions, flexible staffing and streamlined park operating schedules, the centralization of functions at the corporate level, more efficient marketing strategies, the rebidding of third-party supply contracts, reduced energy usage, and the consolidation of suppliers. Although we expect some of these costs to creep back over time and anticipate that inflationary labor and other cost pressures could partially offset some of its cost reductions, we assume SeaWorld's EBITDA margins will be in the 38%-40% area in 2022, which compares with about 32.7% in 2019. "We believe that SeaWorld could make capital investment decisions, including increased shareholder returns or significant leveraging M&A activity, that would result in leverage breaching our downgrade threshold at a higher ratings level. We believe management's corporate actions and public commentary to begin the year have demonstrated a willingness to pursue a more aggressive financial policy than is exemplified by the company's current leverage metrics. While the recent bid for Cedar Fair is one example, the company also recently renewed its $250 million share repurchase program after having repurchased $216 million in shares in 2021, including $133 million in the fourth quarter alone. Lastly, the company ended 2021 with $444 million of cash on hand, which is significantly more than it typically carried prior to the pandemic and management has indicated that the company intends to use the strength of its balance sheet to pursue aggressive growth investments, consider strategic opportunities, or increase returns to shareholders. Depending on how it deploys its cash, which we expect it could use to finance acquisitions, investments, share repurchases, or debt repayment, its net leverage could be higher than we currently assume through 2022. "The positive outlook reflects the potential that SeaWorld would maintain a prudent financial policy, maintaining leverage materially below our 4.75x upgrade threshold over the next 12 months after reflecting the impact of any acquisitions or share repurchases. "We could raise our rating on SeaWorld if we believe it will sustain leverage below 4.75x incorporating any capital allocations towards shareholder returns and M&A and taking into consideration commitments, if any, toward a long-term financial policy. "We believe a downgrade is unlikely over the next 12 months given the recent improvement in SeaWorld's operating performance and our expectation for a strong cushion relative to our downgrade threshold. However, we could lower our rating if we expect the company to sustain leverage of greater than 5.75x." ESG credit indicators: E-2, S-3, G-2 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of SeaWorld. COVID-19 was an extreme disruption, and even though it is unlikely to recur at the same magnitude, safety and health scares are an ongoing risk factor. Although the company's attendance recovered to pre-pandemic levels during the fourth quarter of 2021 following the removal of restrictions and the abatement of COVID-19-related safety concerns, the threat of a new variant and any resulting pullback in attendance remains. SeaWorld is also subject to more general risks regarding the safety of its parks including low probability events such as ride malfunctions and the risk of injury. Additionally, while SeaWorld has taken steps to address reputational risk, it continues to face the risk that unfavorable publicity related to its care of large marine animals could lead to depressed attendance or cash flow volatility after an incident that damages its reputation." SN MANAGEMENT: April 18 to File Plan and Disclosure Statement ------------------------------------------------------------- Judge Maria L. Oxholm has entered an order that the SN Management, LLC's Motion to Extend Deadlines is granted: * The deadline to file a Plan and Disclosure Statement is extended from March 17, 2022 to April 18, 2022. * The Hearing on objections to the Plan is on April 28, 2022 at 11:00 am. * The deadline to file a return ballots on the Plan is extended from April 21, 2022 to April 25, 2022. About SN Management SN Management, LLC, a company based in Trenton, Mich., filed a petition for Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-49033) on Nov. 17, 2021. Dr. Iqbal Nasir, managing member, signed the petition. As of Dec. 31, 2020, the Debtor had total assets of $4,253,276 and total debts of $5,255,675. Jerome D. Frank, Esq., and Tami R. Salzbrenner, Esq., at Frank & Frank, PLLC are the Debtor's bankruptcy attorneys. SOLARWINDS HOLDINGS: Moody's Confirms 'B1' CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service confirmed SolarWinds Holdings, Inc.'s B1 Corporate Family Rating, B1-PD Probability of Default Rating and B1 rating on the senior secured bank credit facilities. The action concludes the review initiated on December 14, 2020 following the announcement that SolarWinds had been made aware of a cyberattack that inserted a vulnerability within its Orion monitoring products. The confirmation of SolarWinds' B1 CFR reflects the relatively limited impact the cyber breach had on revenues and expectations of modest growth and solid though reduced margins and free cash flow. The confirmation also reflects Moody's expectation that SolarWinds will use a portion of its cash balances to repay debt and reduce gross leverage towards 5x over the next 12-18 months. Management has stated a long term goal of reducing net leverage to below 3x. SolarWind's revenues were flat in 2021 after years of mid-single digit or greater growth. While the breach negatively impacted new license sales initially, maintenance and subscription revenue remained stable. The maintenance renewal rate remained relatively stable at 88% for 2021 versus 92% for 2020 despite the cyberattack. The limited impact likely reflects the critical nature of SolarWinds software as well as management's rapid response and transparency in handling the crisis. One-time costs to address the breach should subside in 2022 though ongoing increased security spending and new product development will keep EBITDA margins below historic levels (but still strong at greater than 35% on a Moody's adjusted basis). RATINGS RATIONALE SolarWinds' B1 CFR reflects high financial leverage and moderate scale balanced with the strong recurring revenue base and cash generating potential as well as the company's significant cash balances. Debt to EBITDA is just under 8x for the twelve months ending December 31, 2021 excluding one-time charges related to the cyber incident, and just over 6x further excluding stock compensation. Leverage net of cash is substantially less. SolarWinds benefits from its unique business model which emphasizes low priced IT infrastructure management and monitoring software and the ability to consistently develop or acquire relevant software tools. The company has high operating margins (though reduced post-breach), driven by its efficient, low-cost sales and marketing structure. The company is expanding into the higher profile, higher priced and more competitive observability market which should contribute to its growth profile but could also further dampen margins in the next two years. SolarWinds divested their managed service provider ("MSP") business in July 2021 and distributed a portion of the proceeds to shareholders but did not repay any debt at that time. Despite the reduction in the company's scale and increased leverage, cash balances post spinoff are substantially larger. Moody's expects the company to use a portion of the cash to paydown debt in the next 12-18 months. The stable outlook reflects Moody's expectation that SolarWinds will grow revenue modestly, maintain its adjusted EBITDA margins above 35%, de-lever toward 5x and improve free cash flow to debt above 10% over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS SolarWinds' ratings could be downgraded if performance deteriorates such that organic revenue and EBITDA declines and leverage is expected to exceed 6x on other than a temporary basis. Ratings could also face downward pressure if FCF is sustained below 10% of gross debt or if liquidity deteriorates, including a distribution to shareholders prior to debt paydown. SolarWinds' ratings could be upgraded if the company were to demonstrate more conservative financial policies such that debt to EBITDA is maintained below 4.5x, and free cash flow to debt is sustained above 12.5%. While a reduction of the private equity shareholders' controlling stake is not required for an upgrade, it is a consideration. SolarWinds' SGL-1 reflects very good liquidity, supported by cash balances of over $730 million as of December 31, 2021, expected FCF generation of over $150 million annually, and an undrawn $117.5 million revolving credit facility. As a software company, SolarWinds' exposure to environmental risk is considered low. Social risks are moderate and in-line with the software industry. Social risks primarily relate to data security, diversity in the work force and access to highly skilled workers. Though SolarWinds is still majority owned by Silver Lake Partners and Thoma Bravo, it is publicly traded, and Moody's expects the company to maintain a more moderate financial strategy than typical of private equity controlled firms. Confirmations: Issuer: SolarWinds Holdings, Inc. Corporate Family Rating, Confirmed at B1 Probability of Default Rating, Confirmed at B1-PD Senior Secured Bank Credit Facility, Confirmed at B1 (LGD4) Outlook Actions: Issuer: SolarWinds Holdings, Inc. Outlook, Changed To Stable From Rating Under Review SolarWinds is a provider of IT systems infrastructure management software. The company is publicly traded with significant ownership by private equity firms Silver Lake Partners and Thoma Bravo. SolarWinds, headquartered in Austin, Texas, had GAAP revenues of approximately $719 million as of the year end December 31, 2021. The principal methodology used in these ratings was Software Industry published in August 2018. STONEMOR INC: Incurs $55.3 Million Net Loss in 2021 --------------------------------------------------- StoneMor Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $55.28 million on $322.84 million of total revenues for the year ended Dec. 31, 2021, compared to a net loss of $8.36 million on $279.54 million of total revenues for the year ended Dec. 31, 2020. StoneMor reported a net loss of $151.94 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $1.74 billion in total assets, $1.89 billion in total liabilities, and a total stockholders' deficit of $145.74 million. Four Quarter Financial Performance * Revenues for the fourth quarter were $79.3 million compared to $74.9 million in in the fourth quarter in the prior year. * Cemetery segment operating income for the fourth quarter was $3.4 million compared to $10.9 million in the fourth quarter in the prior year, representing a decrease of $7.5 million. Full year cemetery segment operating income was $43.8 million compared to $35.0 million in the prior year period, representing an increase of $8.8 million. * Funeral home segment operating loss for the fourth quarter was $0.1 million compared to operating income of $1.5 million in the fourth quarter of the prior year, representing a decrease of $1.6 million. Full year funeral home segment operating income was $3.7 million compared to $5.0 million in the prior year period, representing a decrease of $1.4 million. * Corporate overhead expense increased to $10.9 million in the fourth quarter compared to $9.0 million in the fourth quarter of the prior year. Full year corporate overhead expense increased to $39.9 million compared to $36.0 million in the prior year period. * Fourth quarter operating loss was $8.2 million compared to operating income of $3.4 million in the fourth quarter of the prior year. Full year operating income was $3.8 million, compared to $3.3 million in the prior year period. * Fourth quarter net loss from continuing operations was $10.8 million compared to $5.7 million in the fourth quarter of the prior year. * Fourth quarter adjusted EBITDA was $6.6 million compared to $28.4 million in the fourth quarter of the prior year. Full year adjusted EBITDA was $105.2 million compared to $74.9 million in the prior year period. Fourth quarter and Full Year 2021 adjusted EBITDA included a one-time approximately $15 million net adjustment for realized trust losses. Joe Redling, StoneMor's president and chief executive officer said, "2021 was a remarkable year for our team, as we continued to weather the impacts of COVID-19, while executing at a high-level in the continued implementation of our strategies and initiatives. We continued to grow our sales and revenues, with top-line revenue growth of 15.5% for the year ended December 31, 2021 compared to the year ended December 31, 2020 and we have driven a $30.3 million improvement in our adjusted EBITDA year-over-year." LIQUIDITY UPDATE As of Dec. 31, 2021, the Company had $100.3 million of cash, including $16.4 million of restricted cash, and $390.2 million of total debt. "During 2021, we exceeded our previously announced guidance target related to organic growth in our trust assets, while achieving 98.4% of our unlevered free cash flow target," said Jeff DiGiovanni, StoneMor's senior vice president and chief financial officer. "During the fourth quarter of 2021, we accelerated our strategy of reinvesting into our existing locations in an attempt to improve their quality and drive future revenue opportunities. That acceleration included $6.3 million of capital expenditure spend in the fourth quarter alone. We were in a position to accelerate this spend because of the prior success of our transformation plan and the hard-work of every member of the StoneMor team." Redling added, "We are focused on the next phase of our transformation strategy - a commitment to strategic growth. During the first quarter of 2022, we completed three separate acquisitions, including 4 new cemeteries and 3 new funeral homes located in Virginia, Florida and West Virginia for a total purchase price of $18 million. We continue to seek out additional opportunities that can deliver high quality operations at accretive multiples." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1753886/000095017022005236/ston-20211231.htm About StoneMor Inc. StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 304 cemeteries and 72 funeral homes in 24 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. STREAM TV NETWORKS: Justics Grapple With Creditors No-Vote Handoff ------------------------------------------------------------------ Jeff Montgomery of Law360 reports that an attorney for insolvent tech company Stream TV Networks Inc. told Delaware's Supreme Court on Wednesday, April 6, 2022, that state-chartered corporations could be alarmed or take flight after a Chancery Court ruling that upheld a deal allowing directors to hand company assets to secured creditors without a stockholder vote. Andrew S. Dupre of McCarter & English, counsel to Stream TV, said Vice Chancellor J. Travis Laster's series of rulings in favor of a takeover outside formal foreclosure relied in part on a 107-year-old court ruling seen in the past as supporting an "insolvency exception" allowing boards to unilaterally cede assets to secured creditors. About Stream TV Networks Philadelphia, Pa.-based Stream TV Networks, Inc. develops technology intended to display three-dimensional content without the use of 3D glasses. On Feb. 24, 2021, Stream TV Networks filed a Chapter 11 petition (Bankr. D. Del. Case No. 21-10433). Stream TV Networks CEO Mathu Rajan signed the petition. In the petition, the Debtor listed assets of about $100 million to $500 million and liabilities of $100 million to $500 million. Judge Karen B. Owens oversees the case. Dilworth Paxson, LLP, led by Martin J. Weis, Esq., is the Debtor's counsel. The Company's Chapter 11 case was dismissed on May 17, 2021. Stream TV Networks filed a Chapter 7 bankruptcy petition (Banr. D. Del. Case No. 21-bk-10848) on May 23, 2021, which case was dismissed June 10, 2021. SUNRISE REAL: Delays Filing of 2021 Annual Report ------------------------------------------------- Sunrise Real Estate Group, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying it will be delayed in the filing of its Form 10-K for the year ended Dec. 31, 2021, due to a delay in the preparation of its financial statements. The company's net revenue for fiscal year 2021 is expected to increase from approximately $5.9 million in fiscal year 2020 to approximately $54.1 million in fiscal year 2021. Its cost of revenue for fiscal year 2021 is expected to increase to approximately $41 million from approximately $5.3 million in fiscal year 2020. Net income is expected to increase from a loss of approximately $4.2 million to net income of approximately $46.3 million in fiscal 2021. About Sunrise Real The principal activities of Sunrise Real Estate Group, Inc. and its subsidiaries are real estate development and property brokerage services, including real estate marketing services, property leasing services; and property management services in the People's Republic of China. The Company reported a net loss of $4.24 million for the year ended Dec. 31, 2020, and a net loss of $4.52 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $401.45 million in total assets, $239.77 million in total liabilities and $161.68 million in total shareholders' equity. TELEGRAPH SQUARE II: Gets OK to Hire Reed Smith as Special Counsel ------------------------------------------------------------------ Telegraph Square II, a Condominium Unit Owners Association received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Reed Smith, LLP as its special counsel. The Debtor needs the firm's legal assistance in connection with an appeal currently pending in the Court of Appeal of Virginia styled as Telegraph Square II, a Condominium Unit Owners Association v. 7205 Telegraph Square, LLC, Case No. 0222-22–4. The hourly rates charged by the firm's attorneys are as follows: Partners $700 to $900 per hour Associates %500 to $575 per hour The firm will also seek reimbursement for out-of-pocket expenses. The retainer fee is $2,500. Grayson Hanes, Esq., a partner at Reed Smith, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Grayson P. Hanes, Esq. Reed Smith LLP 7900 Tysons One Place, Suite 500 McLean, VA 22102-5979 Tel: (703) 641-4200 About Telegraph Square II Telegraph Square II, a Condominium Unit Owners Association is engaged in activities related to real estate. The association is based in Fairfax, Va. Telegraph Square sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 22-10302) on March 16, 2022, listing $248,032 in assets and $1,129,919 in liabilities. Stephanie Tavares, secretary and treasurer, signed the petition. The Debtor tapped Robert M. Marino, Esq., at Redmon Peyton & Braswell, LLP as bankruptcy counsel; Reed Smith, LLP as special counsel; and Analytic Financial Group, LLC, doing business as Corporate Matters, as financial services provider. TELEGUAM HOLDINGS: S&P Alters Outlook to Pos., Affirms 'B+' ICR --------------------------------------------------------------- S&P Global Ratings revised the rating outlook on Guam-based quadruple-play telecommunications provider TeleGuam Holdings Inc. to positive from stable and affirmed the 'B+' issuer credit rating. S&P said, "At the same time, we raised the issue-level rating on TeleGuam's secured debt to 'BB-' from 'B+' and revised the recovery rating to '2' from '3', indicating our expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. The improvement in ratings was primarily due to material debt repayment over the last year. "The positive outlook reflects our expectation that the company will continue to allocate excess cash flow to debt repayment and grow earnings such that S&P Global Ratings-adjusted debt to EBITDA remains comfortably below 4x and FOCF to debt improves to above 10%." The outlook revision reflects the potential for improved credit metrics enabled by solid operating performance. Despite tourism headwinds, the company continues to demonstrate solid earnings growth in its broadband and wireless segments, partially offset by low- to mid-single digit declines in the company's wireline business, which accounts for about 19% of total revenues. These factors, coupled with $11 million of voluntary debt repayment, enabled the company to reduce leverage to 3.4x as of Dec. 31, 2021, from 3.6x as of Dec. 31, 2022. S&P believes the company has good prospects to reduce adjusted debt to EBITDA to around 3x by the end of 2022 and that FOCF to debt will approach 10% over the next couple of years. Steady defense spending provides some offset against fluctuations in tourism. U.S. national defense spending is the main driver of Guam's economy and the largest contributor to the island's GDP, followed by tourism. More than 10,000 U.S. troops and dependents reside on the island and the military has started to transition another 5,000 Okinawa-based marines and dependents to Guam. The company also benefits from bilateral contracts with the Department of Defense (DoD) for voice and data services. Although military spending in Guam has lagged for several years, in 2021, the U.S. government committed to spend over $1 billion for military construction projects, triple the previous year. Guam's strategic position will continue to drive significant military spending on the island over the next several years as the DoD continues to transition troops to Guam from Okinawa, in S&P's view. S&P said, "We believe it is unlikely the company will adopt a more aggressive financial policy that raises leverage above 4x given its family ownership. TeleGuam has maintained leverage below 4x for the past three years. We expect this trend will continue given the company's more conservative financial policy relative to private equity sponsors that are more likely to distribute debt-financed dividends to shareholders than use excess cash flow for debt repayment. In 2022, we believe the company will use about $5 million-$10 million of free operating cash flow to repay debt, such that debt to EBITDA reaches the low-3x by end of year. "The positive outlook reflects our expectation the company will continue to allocate excess cash flow to debt repayment and grow earnings such that S&P Global Ratings' adjusted debt to EBITDA remains comfortably below 4x and FOCF to debt improves to above 10%. "We could raise the rating if FOCF to debt exceeds 10% and leverage remains below 4x on a sustained basis. However, even under that scenario, an upgrade is contingent on continued growth in wireless and broadband combined with some improvement in tourism in Guam. "Although unlikely, we could revise the outlook to stable if leverage rises above 4x on a sustained basis), which would likely be due to deteriorating economic conditions driven by a combination of significant withdrawals of U.S. military troops and reduced tourism leading to declining EBITDA and lower FOCF. We could also revise the outlook to stable if the company adopts a more aggressive financial policy, including debt-financed dividends to its owners, such that leverage rises above 4x." Environmental factors are a moderately negative consideration in our credit analysis for TeleGuam. The company's geographic concentration in a typhoon zone exposes it to more environmental risk than its peers face. Events such as earthquakes and typhoons could affect the company's infrastructure and customers. For example, a significant service interruption in 2015 was due to Typhoon Dolphin. TeleGuam uses buried wireline infrastructure, which offers some protection against these risks, but it also relies on above-ground infrastructure to provide wireless service. S&P factors these risks into its business risk assessment. ESG credit indicators: E-3, S-2, G-2 TIVITY HEALTH: S&P Places 'B+' LT ICR on CreditWatch Negative ------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Franklin, Tenn.-based Tivity Health Inc., including its 'B+' long-term issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement reflects the elevated likelihood that S&P will lower its ratings on Tivity by at least one notch because of the change in ownership and the likelihood for a material increase in its debt levels. Tivity Health Inc. announced that it has entered into a definitive agreement to be acquired by private-equity firm Stone Point Capital. The proposed transaction values the company at approximately $2 billion, including assumed debt, and S&P expects it will close on or prior to the third quarter of 2022 (subject to the receipt of regulatory and shareholder approvals). S&P said, "The CreditWatch placement reflects the elevated likelihood that we will downgrade Tivity upon the close of the transaction given our belief that its credit measures could materially weaken under its financial-sponsor owner. In our view, private-equity owned companies typically adopt aggressive financial policies that favor their shareholders over their creditors. Tivity's future capital structure under its new owner is currently unknown. However, we expect the company to issue a material amount of debt to fund the deal, which would offset the improvement in leverage. Therefore, we believe the company's S&P Global Ratings-adjusted debt to EBITDA will likely increase well above its 2.4x level as of the trailing 12-months ended Dec. 31, 2021. "The CreditWatch negative placement reflects the elevated likelihood that we will lower our ratings on Tivity by at least one notch upon the close of the transaction or when we receive more details about its pro forma capital structure. We intend to resolve the CreditWatch after we receive the final details around the company's capital structure, business strategy, and financial policies under its new owner. "We could withdraw our ratings if the company does not require the new transaction to be rated and upon confirming the existing debt has been fully repaid." TOUCHPOINT GROUP: Delays Filing of 2021 Annual Report ----------------------------------------------------- Touchpoint Group Holdings Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The company could not complete the filing of its Annual Report due to a delay in obtaining and compiling information required to be included in its Annual Report on Form 10-K, which delay could not be eliminated by the company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, company will file its Annual Report on Form 10-K no later than the 15th calendar day following the prescribed due date. About Touchpoint Group Headquartered in Miami, Florida, Touchpoint Group Holdings Inc. -- http://touchpointgh.com-- is engaged in media and digital technology, primarily in sports entertainment and related technologies that bring fans closer to athletes and celebrities. Touchpoint Group reported a net loss of $3.54 million for the year ended Dec. 31, 2020, compared to a net loss of $6.63 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $1.77 million in total assets, $3.52 million in total liabilities, $605,000 in temporary equity, and a total stockholders' deficit of $2.36 million. Tampa, Florida-based Cherry Bekaert, LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 9, 2021, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. TRANS-LUX CORP: Delays Filing of 2021 Annual Report --------------------------------------------------- Trans-Lux Corporation filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. The company was unable to file its report on Form 10-K within the prescribed time period because of pending additional information necessary for finalizing its Form 10-K. It is anticipated that the results of operations for the year ended Dec. 31, 2021 will reflect an increase in revenues of $1.9 million, a decrease in gross profit of $450,000 and a decrease in general and administrative expenses of $833,000. The results of operations for the year ended Dec. 31, 2021 are expected to reflect interest expense of $578,000 and a pension expense of $181,000 as compared to the results of operations for the year ended Dec. 31, 2020 which reflected interest expense of $425,000 and a pension benefit of $111,000. The consolidated results of operations are not expected to reflect any other significant changes. About Trans-Lux Headquartered in New York, New York, Trans-Lux Corporation -- http://www.trans-lux.com-- designs and manufactures TL Vision digital video displays for the financial, sports and entertainment, gaming, education, government, and commercial markets. With a comprehensive offering of LED Large Screen Systems, LCD Flat Panel Displays, Data Walls and scoreboards (marketed under Fair-Play by Trans-Lux), Trans-Lux delivers comprehensive video display solutions for any size venue's indoor and outdoor display needs. Trans-Lux reported a net loss of $4.84 million for the 12 months ended Dec. 31, 2020, a net loss of $1.40 million for the year ended Dec. 31, 2019, and a net loss of $4.69 million for the year ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $7.01 million in total assets, $16.84 million in total liabilities, and a total stockholders' deficit of $9.83 million. New Haven, CT-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRAVERSE MIDSTREAM: S&P Upgrades ICR to 'B+', Outlook Stable ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Traverse Midstream Partners LLC to 'B+' from 'B' and its issue-level rating on its term loan B to 'B+' from 'B'. S&P's '3' recovery rating on the term loan is unchanged, indicating its expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. The stable outlook reflects S&P's expectation that Traverse will continue to reduce its debt balance via its excess cash sweep and maintain debt to EBITDA of about 7.0x, which will trend toward 6.5x over the next 12 months. The upgrade reflects the continued strong performance at both Rover Pipeline LLC and Ohio River System LLC. Due to an improvement in natural gas prices and increased volume flows on the Rover Pipeline and Ohio River System over the past several quarters, Traverse has benefitted from increased distributions. Therefore, our EBITDA expectations have improved and we now forecast S&P Global Ratings-adjusted leverage of approximately 7.0x in 2022, trending toward 6.5x in 2023. Additionally, the credit quality of the shippers on both Rover and Ohio River have continued to improve this year supported by the strength in the commodity markets. S&P's rating also reflects the differentiated credit quality between the company and its investees, Rover Pipeline and Ohio River. Traverse does not have other substantive assets and relies on distributions from Rover and Ohio River to service its term loan B and fully drawn $50 million revolving credit facility (not rated). Our assessment of the company's credit profile incorporates its financial ratios, Rover's and Ohio River's cash flow stability, its ability to influence its investees' financial policy, and its ability to liquidate its investments in both entities to repay the term loan. S&P said, "We continue to expect Traverse to receive steady distributions from Rover over the next few years. Rover's distributions account for approximately 80% of the company's EBITDA and are supported by the pipeline's high utilization rate (more than 90%) and take-or-pay agreements, coupled with its minimal capital expenditure (capex) over the medium term. Ohio River's distributions comprise the remaining 20% of Traverse's EBITDA and are similarly backed by its strong contract profile (over 90%) with minimum volume commitments. However, we note the relative lack of customer diversity on the pipelines because they derive most of their revenue from speculative-grade shippers. That said, the credit quality of the counterparties on both pipeline systems have improved, which further supports our positive assessment of the overall stability of their distributions. "Based on the improvement in the distributions from Rover and Ohio River, as well as the assumed excess cash flow sweeps, we forecast Traverse's S&P Global Ratings-adjusted debt to EBITDA will be about 7.0x in 2022 before declining toward 6.5x in 2023. We also project EBITDA interest coverage of about 2.5x-3.0x over the same period. Although Traverse's credit metrics are somewhat stronger than we previously forecast, we continue to assess its financial metrics as negative." Traverse has substantial governance rights over Rover. For example, it has the right to veto any changes to Rover's distribution policy, including its incurrence of debt above a certain threshold. In addition, Rover is required to distribute its free cash flow to Traverse and ET Rover Pipeline LLC, a joint venture between BCP Renaissance Parent LLC and Energy Transfer L.P. While Traverse's governance rights over Ohio River are not as strong, our assessment of its corporate governance and financial policy remain positive because the pipeline accounts for less than 20% of its cash flows. S&P said, "We view Traverse's ability to liquidate its investments in Rover and Ohio River as negative due to their private ownership status. "The stable outlook on Traverse reflects our expectation that it will continue to reduce its debt balance via the excess cash sweep and maintain debt to EBITDA of about 7.0x, which will trend toward 6.5x over the next 12 months. Our outlook is also supported by the company's stable distributions from the Rover Pipeline and Ohio River System underpinned by take-or-pay contracts and the letters of credit posted by certain shippers. "We could take a negative rating action on Traverse if we expect it to maintain debt to EBITDA of more than 7.5x, which could occur due to a lower-than-anticipated excess cash sweep or a decline in distributions from Rover Pipeline. We could also lower our rating if the company's liquidity deteriorates. "Although unlikely in the near term, we could raise our rating on Traverse if it maintains interest coverage of more than 3x and debt to EBITDA of less than 4x and our view of Rover's credit quality remains unchanged." VERTEX ENERGY: Closes Acquisition of Mobile Refinery ---------------------------------------------------- Vertex Energy, Inc. has completed the previously announced acquisition of the Mobile, Alabama refinery and related marine terminal and logistics assets from Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell USA, Inc. and Shell Chemical LP for a base purchase price of $75 million in cash, together with approximately $25 million related to specified capital expenditures and other closing adjustments. At closing, Vertex acquired approximately $165 million in hydrocarbon inventory from Shell that was financed through an intermediation agreement arranged by Vertex. "The acquisition of the Mobile refinery represents a transformative moment in the history of Vertex, one that positions us to become a leading regional supplier of both renewable and conventional products," stated Benjamin P. Cowart, president and CEO of Vertex. "As previously disclosed, we intend to complete the planned conversion of the Mobile refinery's hydrocracking unit by year-end 2022, positioning us to commence production of renewable diesel fuel at the site beginning in the first quarter 2023." "As we look out to the remainder of 2022, we expect refined product margins on conventional fuels production at the Mobile refinery to remain at elevated levels, given strong regional demand conditions, while our legacy assets continue to benefit from favorable product spreads," continued Cowart. "Entering 2023, we intend to layer on the financial benefit of renewable diesel fuel production which, given current commodity prices and credit values, will position us to deliver significant value to our shareholders." "On behalf of the entire Vertex team, we want to express our gratitude to Shell, our advisors, partners and employees for their tireless collaboration throughout this process," stated Alvaro Ruiz, EVP of Corporate Development at Vertex. "We are excited to welcome the more than 200 Mobile refinery employees and contractors to the Vertex family, a talented group whose collective commitment to safety, reliability and operational excellence will position Mobile to win in the markets we serve, while creating a new platform for profitable growth within our business." In conjunction with the financing of the transaction, Vertex closed on a previously announced $125 million senior secured term loan with a syndicate of lenders. To help manage the inventory and working capital requirements of the transaction, Vertex secured a physical crude oil, feedstock and products Supply and Offtake Agreement with Macquarie Commodities and Global Markets, concurrent with the closing of the transaction. In addition to providing working capital support for conventional crude oil-based feedstocks and products, the SOA will also provide the ability for Macquarie to include the renewable feedstocks and products at the Mobile refinery following the completion of the hydrocracking unit modification, beginning in the first quarter 2023. Further, all remaining net cash proceeds raised in the $155 million convertible senior notes offering completed in the fourth quarter 2021 that were previously held in escrow prior to the closing of the Mobile refinery transaction have been released to the Company and used to pay a portion of the refinery acquisition cost. The 91,000 barrel-per-day Mobile refinery is strategically located on the U.S. Gulf Coast and is capable of sourcing a flexible mix of cost-advantaged light-sweet domestic and international feedstocks. Approximately 70% of the refinery's current annual production is distillate, gasoline, and jet fuel, with the remainder being vacuum gas oil, liquefied petroleum gas, and other products. The facility distributes its finished product across the southeastern United States through a high-capacity truck rack, together with deep and shallow water distribution points capable of supplying waterborne vessels. As part of the transaction, Vertex has acquired approximately 3.2 million barrels of product storage, inventory, logistics and distribution assets, more than 860 acres of developed and undeveloped land, together with the Blakeley Island Crude and Products Terminal. Vertex was represented by Donovan Ventures and Oppenheimer as investment banking counsel; Stroock, Stroock & Lavan LLP and The Loev Law Firm, PC served as legal counsel; and Vallum Advisors served as financial communications counsel on this transaction. About Vertex Energy Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty refiner of alternative feedstocks and marketer of petroleum products. Vertex is one of the largest processors of used motor oil in the U.S., with operations located in Houston and Port Arthur (TX), Marrero (LA) and Heartland (OH). Vertex also co-owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydro-processing and plant infrastructure assets, that include nine million gallons of storage. The Company has built a reputation as a key supplier of Group II+ and Group III Base Oils to the lubricant manufacturing industry throughout North America. Vertex Energy reported a net loss of $7.66 million for the year ended Dec. 31, 2021, a net loss of $11.40 million for the year ended Dec. 31, 2020, and a net loss of $5.49 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $266.06 million in total assets, $192.55 million in total liabilities, $43.45 million in total temporary equity, and $30.07 million in total equity. VICTORIA TOWERS: Disclosure Inadequate, Creditor Says ----------------------------------------------------- Abraham Leser, an undisputed judgment creditor of Victoria Towers Development Corp., submits this Objection to VTDC's Amended Disclosure Statement, which was filed in connection with VTDC's Amended Chapter 11 Plan. The Court must deny approval of VTDC's Amended Disclosure Statement because. VTDC points out that the Amended Disclosure Statement fails to contain adequate information, including either a liquidation analysis or a valuation for any of the units. The VTDC's Amended Disclosure Statement fails to contain adequate information to enable a hypothetical investor to make an informed judgment about the Amended Plan. For example, the Amended Disclosure Statement fails to provide, at a minimum, either a liquidation analysis or any valuation of any of the Units. Thus, the Court must deny approval of VTDC's Amended Disclosure Statement for either of these omissions. VTDC further points out that the Amended Plan was not proposed in good faith since it seeks to avoid taxes and fails to use all resources to pay creditors. VTDC's Schedules of Assets and Liabilities indicated that it owned certain condominium units located at 133- 38 Sanford Avenue, Flushing, New York (the "Units"). The Amended Disclosure Statement fails to provide a valuation for the Units. Assuming that the Units are sold for the bare minimum of the two credit bids, then the aggregate value of the Units would be approximately $70,000,000, which would result in a tax savings to the secured creditors of approximately $4,200,000. Even if the Units sold for the combined amount of only $50,000,000, it would still yield a tax savings to the secured creditors of approximately $3,000,000 (Plus, the secured creditors would save significant time in avoiding State Court foreclosure actions). Conversely, the Amended Plan provides no distribution to the unsecured creditors, and only $25,000 to Mr. Leser. VTDC asserts that the Amended Plan is not in the best interests of Unsecured Creditors. VTDC's Amended Disclosure Statement fails to provide a liquidation analysis which renders the Amended Disclosure Statement defective. Moreover, under the Amended Plan, unsecured creditors will receive nothing while Mr. Leser will only receive a mere $25,000 from the reduced $250,000 carve out to be provided by Sanford. VTDC complains that the Amended Plan Is Not Fair And Equitable To Mr. Leser Because it violates the absolute priority rule or alternatively, 11 U.S.C. Section's 1123(a)(4) and 1129(a)(1). * The payment to Bai of $489,340 violates the absolute priority rule, codified in 11 U.S.C. Section 1129(b)(2)(B)(ii), which basically states that "creditors may insist on priority of payment: secured creditors must be paid in full before unsecured creditors retain any interest ..." * Alternatively, the $489,340 payment to Bai violates 11 U.S.C. Section's 1123(a)(4) (which requires a Plan to propose the same treatment of claims within the same class) and 1129(a)(1) (which requires a Plan to comply with all applicable provisions of this Title). Attorneys for Judgment Creditor Abraham Leser: Scott Krinsky, Esq. BACKENROTH, FRANKEL & KRINSKY, LLP 800 Third Avenue, 11th Floor New York, New York 10022 Tel: (212) 593-1100 About Victoria Towers Development Flushing, N.Y.-based Victoria Towers Development Corp. is the owner of fee simple title to 29 residential condo units located at 133 38 Sanford Avenue, Flushing N.Y., having an appraised value of $33.37 million. Victoria Towers filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73303) on Oct. 30, 2020. In its petition, the Debtor disclosed $33,370,000 in assets and $39,217,115 in liabilities. The petition was signed by Myint J. Kyaw, president. The Hon. Robert E. Grossman presides over the case. Rosen & Kantrow, PLLC, serves as the Debtor's bankruptcy counsel. VIDEO RIVER: Needs Additional Time to File 2021 Annual Report ------------------------------------------------------------- Video River Networks, Inc. filed with the Securities and Exchange Commission a Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021, disclosing that its Annual Report could not be filed without unreasonable effort or expense within the prescribed time period because its management requires additional time to compile and verify the data required to be included in the report. The report will be filed within 15 days of the date the original report was due. About Video River Headquartered in Torrance, California, Video River Networks, Inc. is a technology holding firm that operates and manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics ("EV-AI-ML-R") assets, businesses and operations in North America. The Company's current and target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies NIHK's current technology-focused business model is a result of its board resolution on Sept. 15, 2020 to spin-in/off its specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. Newhall, California-based DylanFloyd Accounting & Consulting, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 13, 2021, citing that the Company has an accumulated deficit of $19,385,856 and a negative cash flow from operations amounting to $82,980 for the year ended Dec. 31, 2020. These factors raise substantial doubt about the Company's ability to continue as a going concern. VYCOR MEDICAL: Delays Filing of 2021 Annual Report -------------------------------------------------- Vycor Medical, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021, disclosing that the company was unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense due to the complexity of certain of its operations. The company anticipates that it will file its Form 10-K within the grace period provided by Exchange Act Rule 12b-25. About Vycor Medical Vycor Medical (OTCQB: VYCO) -- http://www.vycormedical.com-- is dedicated to providing the medical community with innovative and superior surgical and therapeutic solutions. The company has a portfolio of FDA cleared medical solutions that are changing and improving lives every day. The company operates two business units: Vycor Medical and NovaVision, both of which adopt a minimally or non-invasive approach. As of Sept. 30, 2021, the Company had $1.04 million in total assets, $3.11 million in total current liabilities, $192,625 in total long-term liabilities, and a total stockholders' deficiency of $2.26 million. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has incurred net losses since inception, including a net loss of $822,482 and $796,202 for the years ended Dec. 31, 2020 and 2019 respectively, and has not generated cash flows from its operations. As of Dec. 31, 2020, the Company had working capital deficiency of $593,970, excluding related party liabilities of $1,682,956. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WESTERN URANIUM: Delays Filing of 2021 Annual Report ---------------------------------------------------- Western Uranium & Vanadium Corp. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Annual Report on Form 10-K for the year ended Dec. 31, 2021. Western Uranium stated it has experienced a delay in completing the information necessary for inclusion in its Form 10-K as certain financial and other information necessary for an accurate and full completion of the report could not be provided within the prescribed time period without unreasonable effort or expense. The company expects to file its Form 10-K Annual Report within the allotted extension period. About Western Uranium & Vanadium Western Uranium & Vanadium Corp. is a Colorado based uranium and vanadium conventional mining company focused on low cost near-term production of uranium and vanadium in the western United States, and development and application of kinetic separation. The Company reported a net loss of $2.39 million in 2020 following a net loss of $2.11 million in 2019. As of Sept. 30, 2021, the Company had $26.85 million in total assets, $4.13 million in total liabilities, and $22.72 million in total shareholders' equity. Mississauga, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. XHR LP: Moody's Affirms 'B1' CFR & Alters Outlook to Stable ----------------------------------------------------------- Moody's Investors Service revised the outlook of XHR LP (Xenia) to stable from negative. At the same time, Moody's affirmed Xenia's B1 corporate family rating and its B1 senior secured rating. The stable outlook reflects Xenia's stronger than expected recovery to ADR, RevPAR and EBITDA due largely to the improvement and resiliency of leisure demand and the REIT's exposure to key leisure and drive-to-markets, which have outperformed the broader lodging market. Moody's expect continued acceleration of these trends coupled with the gradual recovery of group and business demand in 2022, which will enable the REIT to improve leverage and key metrics closer to pre-pandemic levels in the near-term. Affirmations: Issuer: XHR LP Corporate Family Rating at B1 Backed Senior Secured at B1 Upgraded: Issuer: XHR LP Speculative Grade Liquidity Rating at SGL-2 from SGL-3 Outlook Action: Issuer: XHR LP Changed To Stable From Negative RATINGS RATIONALE Xenia's B1 corporate family rating reflects the REIT's high quality and well-diversified portfolio of luxury and upper upscale, premium branded hotel properties located in key leisure and drive-to-markets, which have shown a quicker recovery to stabilization in the current environment. These credit positives are offset by Xenia's high but improving leverage and secured debt levels for the rating category as well as a significant portion of assets pledged as collateral to the existing credit facilities and senior secured notes. Additionally, the inherent cyclicality and volatility of the lodging sector, driven by its sensitivity to consumer demand and sentiment, could continue to weigh on the future performance of the lodging sector, as evidenced by the recent ebb and flow of operating performance due to new COVID variants. Investment activity and confidence in the lodging sector continue to improve, despite material headwinds over the past two years. Xenia closed on the acquisition of the W Nashville property for approximately $329 million in March 2022, using available cash on hand. Additionally, the REIT opportunistically sold two hotel assets in November 2021 and January 2022, using proceeds of approximately $41 million to repay outstanding debt. Leverage on a Moody's adjusted net debt to EBITDA basis improved to 10.2x for the full year ending 2021 and 5.5x for the annualized fourth quarter period. Moody's expect leverage to normalize closer to pre-pandemic levels below 6x over the next twelve to eighteen months, through a combination of improving operating income and accretive growth opportunities. Xenia's SGL-2 rating reflects an improving liquidity position over the next twelve-month period. At year-end 2021, liquidity was supported by $517 million in cash on hand - though the company's cash balance has declined with the closing of the W Nashville acquisition, and full availability on its $523 million revolver - which has decreased to $450 million through its maturity in February 2024. The REIT's existing credit facilities and senior secured notes are secured by a first priority lien on equity interests of subsidiaries owning certain unencumbered properties. Temporary financial covenant waivers on its corporate credit facilities go through the first quarter of 2022, followed by a set of relaxed covenants beginning in the second quarter and running through mid-2023. Near-term maturities are well-laddered, with no debt maturing until 2024, when its remaining corporate term loan, revolving credit facility and two mortgage notes come due. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded should the REIT achieve and maintain Net Debt/EBITDA closer to 5.0x, fixed charge coverage above 3.5x and secured debt below 25% of gross assets. Additionally, continued growth in size and scale on a leverage neutral basis as well as ample liquidity through industry and economic cycles could also support an upgrade. Ratings could be downgraded should the REIT's current EBITDA trends reverse with leverage (net debt to EBITDA) remaining above 7.0x on a sustained basis. Additionally, weakened operating performance or inadequate liquidity could also lead to a downgrade. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms Methodology published in July 2021. ZARA MANAGEMENT: Plan and Disclosure Statement Due April 18 ----------------------------------------------------------- Judge Maria L. Oxholm has entered an order that the Zara Management, LLC's Motion to Extend Deadlines is granted. The deadline to file Plan and Disclosure Statement is extended from March 17, 2022 to April 18, 2022. The Hearing on objections to the Plan is on April 28, 2022 at 11:00 am. The deadline to file a return ballots on the Plan is extended from April 21, 2022 to April 25, 2022. About Zara Management Zara Management, LLC, a company based in Riverview, Mich., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-49032) on Nov. 17, 2021. Dr. Iqbal Nasir, managing member, signed the petition. As of Dec. 31, 2020, the Debtor had $5,267,008 in assets and $1,653,308 in liabilities. Jerome D. Frank, Esq., and Tami R. Salzbrenner, Esq., at Frank & Frank, PLLC are the Debtor's bankruptcy attorneys. ZOHAR FUNDS: Gets Court Nod to Send Liquidation Plan for Vote ------------------------------------------------------------- Rick Archer of Law360 reports that the Zohar funds Wednesday, April 6, 2022, got the go-ahead from a Delaware bankruptcy judge to send their Chapter 11 liquidation plan to their creditors for a vote, with updates to deal with the pending sale of MD Helicopters Inc. , one of the last companies remaining in their portfolio. At a brief virtual hearing, Bankruptcy Judge Karen Owens gave her final approval to the latest disclosure statement submitted by Zohar III Corp. and its affiliates, which sets a June 1, 2022 date for the confirmation hearing for a plan to distribute the assets from the sale of Zohar's portfolio of companies. About the Zohar Funds New York-based Patriarch Partners, LLC, is a private equity firm specializing in acquisition, buyouts, and turnaround investment in distressed American companies and brands. Patriarch Partners was founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates held substantial equity stakes in portfolio companies, which include iconic American manufacturing companies with tens of thousands of employees. The Zohar funds were created to raise money through selling a form of notes called collateralized loan obligations to investors that was then used to extend loans to dozens of distressed mid-size companies, often in connection with the acquisition of those companies out of bankruptcy. Patriarch bought "distressed" companies via funding from a series of collateralized loan obligations (CLOs) marketed through Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the funds into bankruptcy in 2018 in an attempt to keep Patriarch's portfolio from being liquidated by Zohar creditors including bond insurer MBIA, which insured $1 billion worth of Zohar notes. Combined debt of the funds is estimated at $1.7 billion. Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [*] BOOK REVIEW: Mentor X ------------------------- The Life-Changing Power of Extraordinary Mentors Author: Stephanie Wickouski Publisher: Beard Books Hard cover: 156 pages ISBN: 978-1-58798-700-7 List Price: $24.75 Order this Book: https://is.gd/EIPwnq Long-time bankruptcy lawyer Stephanie Wickouski at Bryan Cave impressively tackles a soft problem of modern professionals in an era of hard data and scientific intervention in her third published book entitled Mentor X. In an age where employee productivity is measured by artificial intelligence and resumes are prescreened by computers, Stephanie Wickouski adds spirit and humanity to the professional journey. The title is disarmingly deceptive and book browsers could be excused for assuming this work is just another in a long line of homogeneous efforts on mentorship. Don't be fooled; Mentor X is practical, articulate and lively. Most refreshingly, the book acknowledges the most important element of human development: our intuition. Mrs. Wickouski starts by describing what a mentor is and distinguishes that role from a teacher, coach, role model, buddy or boss. Younger professionals may be skeptical of the need for a mentor, but Mrs. Wickouski deftly disabuses that notion by relating how a mentor may do nothing less than change the course of a protege's life. Newbies to this genre need little convincing afterwards. One of the book's worthiest contributions is a definition of mentor that will surprise most readers. Mentors are not teachers, the latter of which impart practical knowledge. Instead, according to Mrs. Wickouski, her mentors "showed me secrets that I could learn nowhere else. They showed me how doors are opened. They showed me how to be an agent of change and advance innovative and controversial ideas." What ambitious professional doesn't want more of that in their life? The practicality of the book continues as Mrs. Wickouski outlines the qualities to look for in a mentor and classifies the various types of mentors, including bold mentors, charismatic mentors, cold and distant mentors, dissolute mentors, personally bonded mentors, younger mentors, and unexpected mentors. Mentor X includes charts and workbooks which aid the reader in getting the most out of a mentor relationship. In a later chapter, Mrs. Wickouski provides an enormously helpful suggestion about adopting a mentor: keep an open mind. Often, mentors will come in packages that differ from our expectations. They may be outside of our profession, younger, less educated, etc . . . but the world works in mysterious ways and Mrs. Wickouski encourages readers to think about mentors broadly. In this modern era of heightened workplace ethics, Mrs. Wickouski articulates the dark side of mentors. She warns about "dementors" and "tormentors" -- false mentors providing dubious and sometimes self-destructive advice, and those who abuse a mentor relationship to further self-interested, malign ends, respectively. She describes other mentor dysfunctions, namely boundary-crossing, rivalry, corruption, and a few others. When a mentor manifests such behaviors, Mrs. Wickouski counsels it's time to end the relationship. Mrs. Wickouski tells readers how to discern when the mentor relationship is changing and when it is effectively over. Those changes can be precipitated by romantic boundaries crossed, emergence of rivalrous sentiment, or encouragement of unethical behavior or corruption. Mrs. Wickouski aptly notes that once insidious energies emerge, the mentorship is effectively over. At this point, certain readers may say to themselves, "Okay, I've got it. Now I can move on." Or, "My workplace has a formal mentorship program. I don't need this book anymore." Or even, "Can't modern technology handle my mentor needs, a Tinder of mentorship, so to speak?" Mrs. Wickouski refutes that notion. She analyzes how many mentoring programs miss the mark. In one of the best passages in the book, Mrs. Wickouski writes, "Assigning or brokering mentors negates the most critical components of a true mentor–protege relationship: the individual process of self-awareness which leads a person to recognize another individual who will give the advice singularly needed. That very process is undermined by having a mentor assigned or by going to a mentoring party." She does not just criticize; she offers a solution with three valuable tips for choosing the right mentor and five qualities to ascertain a true mentor in the unlimited sea of possibilities. Next, Mrs. Wickouski distinguishes between good advice and bad advice. She punctuates that discussion with many relevant and relatable examples that are easy to read and colorfully enjoyable. This section includes interviews with proteges who have had successful mentorships. The punchline: in the best mentorships, the parties harmoniously share personal beliefs and values. Also important, the protege draws inspiration and motivation from the mentor. The book winds down as usefully as it started: Mrs. Wickouski interviews proteges, asking them what they would have done differently with their mentors if they could turn back the clock. A common thread seems to be that the proteges would have gone deeper with their mentors -- they would have asked more questions, spent more time, delved into their mentors' thinking in greater depth. The book wraps up lightly by sharing useful and practical suggestions for maintenance of the mentor relationship. She answers questions such as, "Do I invite my mentor to my wedding?" and "Who pays for lunch?" Mentor X is an enjoyable read and a useful book for any professional in any industry at, frankly, any point in time. Advanced individuals will learn much from the other side, i.e., how to be more effective mentors. Mrs. Wickouski does a wonderful job of encouraging use of that all knowing aspect of human existence which never fails us: proper use of our intuition. About The Author Stephanie Wickouski is widely regarded as an innovator and strategic advisor. A nationally recognized lawyer, she has been named as one of the 12 Outstanding Restructuring Lawyers in the US by Turnarounds & Workouts and as one of US News' Best Lawyers in America. She is the author of two other books: Indenture Trustee Bankruptcy Powers & Duties, an essential guide to the legal role of the bond trustee, and Bankruptcy Crimes, an authoritative resource on bankruptcy fraud. She also writes the Corporate Restructuring blog. [*] Tampa Health Care Chapter 11 Filings Rose In March 2022 ----------------------------------------------------------- Christina Georgacopoulos of Tampa Bay Business Journal reports that a growing number of health care providers are seeking bankruptcy protection in the Middle District of Florida court. Overall, Chapter 11 bankruptcy cases remain low in the Middle District, but an increasing number of smaller health care organizations are filing to restructure under a recently created subsection of Chapter 11, Subchapter five, according to Scott Underwood, a bankruptcy attorney at Underwood Murray law firm in Tampa. "Chapter 11 filings are down in large part because government stimulus money was fairly effective at keeping businesses alive during the pandemic," Underwood told the Tampa Bay Business Journal. Senior living facilities remain an area of stress and are not showing signs of rebounding on pace with other sectors of the economy, according to Underwood. Even facilities that received Covid Aid, Relief and Economic Security Act funding and qualified for forgiveness are struggling due to lower head counts, inflationary and supply chain costs, and labor shortages. Fewer residents at long-term senior living facilities are the leading issue, he said. "Any senior facilities that were struggling before the pandemic are really struggling, if not failing, now." Scott Underwood, previously the chair for Bankruptcy and Creditors Rights practice group at Buchanan Ingersoll & Rooney, left the firm to establish Underwood Murray PA. A recent survey of health care CFOs indicated loan defaults will be a widespread reality for many organizations in 2022 due to rising pandemic-related costs. Senior living facilities, in particular, have a natural amount of turnover, but the heightened health risks posed by the pandemic may have made families less willing to seek assisted living arrangements for their loved ones. Subchapter 5 of the bankruptcy code, which was signed into law under the Small Business Reorganization Act and went into effect in February 2020, provides small businesses with a less costly, streamlined process for restructuring debt. Subchapter 5 proceedings do not require a creditors' committee, for instance, and remove the absolute priority rule, which is typically used in corporate bankruptcies to determine the order of payment among creditors and shareholders in the event of a liquidation. Congress raised the $2 million debt limit of Subchapter 5 to $7.5 million through a provision of the CARES Act, but that provision expired on March 27, 2022. bumping the debt limit back down to $2 million. The Middle District of Florida has seen more Subchapter 5 filings than any other district court, according to another Tampa bankruptcy attorney familiar with the matter. In the last quarter of 2021, 56 businesses filed for Chapter 11 bankruptcy between Hillsborough and Pinellas counties, according to data from the Federal Judiciary, although it is underdetermined how many of those were Subchapter 5 filings. Nationally, total commercial bankruptcy filings increased 26% to 1,805 in March, an increase from 1,428 in February 2022, according to data from Epiq Bankruptcy. Subchapter 5 filings in particular increased 51% to 178 in March 2022 from 118 in February 2022. Eighty-one Subchapter 5 elections were filed during the week of March 21 — the highest weekly total ever — which is likely due to the expiration of the $7.5 million debt-eligibility limit at the end of last month, according to Epiq. [*] U.S. Total Bankruptcy Filings Rose 34% in March 2022 -------------------------------------------------------- The total 36,049 bankruptcy filings for March 2022 represented a 33.5 percent increase over the 26,993 filings during the previous month of February 2022, according to data provided by Epiq Bankruptcy, the leading provider of U.S. bankruptcy filing data. Similarly, the 34,244 total noncommercial filings for March 2022 represented a 34 percent increase from the February 2022 noncommercial filing total of 25,565. The 1,805 total commercial filings in March 2022 represented a 26.4 percent increase from the 1,428 total commercial filings during the previous month. Commercial chapter 11 filings increased 38 percent in March 2022 to 292 from the 203 commercial chapter 11 filings in February. Small business filings, captured as subchapter V elections within chapter 11, increased 51 percent to 178 in March 2022 from 118 in February 2022. "March is typically the month with the largest number of new bankruptcy filings on an annual basis," says Chris Kruse, senior vice president at Epiq. "We continue to watch closely the bankruptcy activity as we emerge from the global pandemic and expect a return to a more active market in the months to come." The 81 subchapter V elections filed during the week of March 21, 2022 represented the highest weekly total ever, eclipsing the previous record of 71 filed during the same week last 2021. The spike was in advance of the debt-eligibility limit returning from the expanded amount of $7.5 million first established under the CARES Act of 2020 to the original $2,725,625 threshold on March 28 established under the Small Business Reorganization Act of 2019. Due to priorities and procedural issues, the Senate was not able to address legislation prior to the March 27, 2022 sunset to permanently set the subchapter V eligibility limit at $7.5 million. Work on a substitute bill is underway on Capitol Hill to permanently restore the eligibility limit back to $7.5 million and cover any subchapter V cases that were pending at the time of the March 27, 2022 sunset. Consistent with the recommendations of ABI’s Commission on Consumer Bankruptcy, the substitute also continues to push for the debt limit for individual chapter 13 filings to be increased to $2.75 million and remove the distinction between secured and unsecured debt for that calculation. "Amid rising interest rates, growing inflation concerns, worker shortages and supply chain challenges, access to bankruptcy is imperative for struggling consumers and businesses," said ABI Executive Director Amy Quackenboss. "Congressional consideration of legislation permanently making both the expanded eligibility limits for small businesses electing to file for subchapter V under chapter 11, and consumers looking to access chapter 13, would give more families and small businesses the chance at a financial fresh start." For the first calendar quarter of 2022 (January 1 - March 31), the 89,252 total bankruptcy filings represented a 17 percent decrease from the 107,043 total filings during the same period last year in the midst of the pandemic. Noncommercial filings also decreased 16 percent to 84,510 filings in the first quarter of 2022 from 100,682 noncommercial filings during the same period in 2021. Total overall commercial bankruptcies decreased 25 percent in the first quarter of 2022, as the 4,742 filings were down from the 6,361 commercial filings during the first quarter of 2021. Total commercial chapter 11 filings dipped 43 percent to 720 during the first calendar quarter of 2022 from the 1,272 total commercial chapter 11s during the same period in 2021. Subchapter V elections for small businesses increased slightly, as the 399 filings in Q1 2022 were up 8 percent from the 368 filed during Q1 2021. ABI has partnered with Epiq Bankruptcy to provide the most current bankruptcy filing data for analysts, researchers, and members of the news media. Epiq Bankruptcy is the leading provider of data, technology, and services for companies operating in the business of bankruptcy. Its new Bankruptcy Analytics subscription service provides on-demand access to the industry's most dynamic bankruptcy data, updated daily. Learn more at https://bankruptcy.epiqglobal.com/analytics. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***