/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220509.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 9, 2022, Vol. 26, No. 128 Headlines 1419 WK OWNER: Public Auction Sale Set for June 29 212 EAST 72ND: Seeks Cash Collateral Access 58 YORK PARTNERS: June 29 Plan Confirmation Hearing Set 808 B STREET: Case Summary & Six Unsecured Creditors 87TH STREET: MwM Vicsdale Offers $940K for Scottsdale Property AGNC INVESTMENT: Egan-Jones Cuts LC Senior Unsecured Ratings to BB ALERISLIFE INC: Incurs $9.7 Million Net Loss in First Quarter ALL YEAR HOLDINGS: Wants $4.5 Million Loan to Fund Chapter 11 Plan ALLIED HOLDINGS: Yucaipa Avoids Bigger Damages in Long Bankruptcy ALLIGATOR COMPUTER: Unsecureds to Recover 8% in Subchapter V Plan ALTERA INFRASTRUCTURE: Posts $52.9M Net Income in First Quarter ALTIUM PACKAGING: Moody's Alters Outlook on 'B2' CFR to Negative AMIR K. HEDAYAT: Hendersons Buying Ballesteros Property for $990K ANTICANCER INC: Files Emergency Bid to Use Cash Collateral APOLLO ENDOSURGERY: Incurs $8.4 Million Net Loss in First Quarter ARCHDIOCESE OF SANTA FE: Selling Penasco Asset to Merced for $23.5K AVIENT CORP: Egan-Jones Cuts Senior Unsecured Ratings to BB- AYRO INC: Incurs $4.6 Million Net Loss in First Quarter BASA INVESTMENTS: Rental Income & Sale Proceeds to Fund Plan BASIC ENERGY: Proposes Private Sale of Assets to Dixie II for $400K BASIC ENERGY: Selling Assets for $1.4 Million to Bill Elliot BASIC ENERGY: Selling Assets for $1.75 Million to 7740 Hwy 21 BASIC ENERGY: Selling Freestone County Parcel for $65K to Britco BEACHSIDE BINGO: Patel Buying Chairs, TVs, Tables and Safe for $20K BIOLASE INC: All Four Proposals Approved at Annual Meeting BLACKBERRY LIMITED: Egan-Jones Keeps CCC Senior Unsecured Ratings BOSTON SCIENTIFIC: Egan-Jones Keeps BB+ Senior Unsecured Ratings BOY SCOUTS: Unsecureds to Receive $25 MIllion in Plan BRADY L. SKINNER: Selling Interest in Washington Property for $315K BRICKHCHURCH ENTERPRISES: Files for Bankruptcy in New York CALAMP CORP: 272 Capital Nominates Six Directors to Board CALAMP CORP: Egan-Jones Keeps CCC Senior Unsecured Ratings CAMDEN DIOCESE: Insurers Slam New Chapter 11 Plan CARPENTER REALTY: Unsecureds to be Paid in Full in Liquidating Plan CASELLA WASTE SYSTEMS: S&P Rates Waste Disposal Rev. Bonds 'B' CHAMPIONX CORP: Moody's Rates New Senior Secured Loans 'Ba2' CHARTER COMMUNICATIONS: Egan-Jones Keeps BB Sr. Unsecured Ratings CHESAPEAKE ENERGY: Kimmeridge Buys 2M Shares, Pushes for Changes CHICAGO DOUGHNUT: Unsecureds Owed $46K to Get 100% of Claims CHRISTOPHER D COLLINS: Lechow Buying Leander Property for $2.25MM CIMAREX ENERGY: Egan-Jones Keeps BB+ Senior Unsecured Ratings COEPTIS EQUITY: Trustee Selling Denham Springs Property for $325K COMMUNITY HEALTH: Egan-Jones Keeps CCC+ Senior Unsecured Ratings CONDADO ROYAL: Case Summary & Two Unsecured Creditors CONSOLIDATED WEALTH: Roach, Otteson Represent Vincent, 4 Others CORUS ENTERTAINMENT: DBRS Gives BB Rating, Trend Stable CYTOSORBENTS CORP: Reports $9 Million Net Loss for First Quarter D&F RESOURCES: Case Summary & Three Unsecured Creditors DELTA AIR: Egan-Jones Keeps B Senior Unsecured Ratings DILIGENT SPECIALIZED: Files Emergency Bid to Use Cash Collateral DIOCESE OF CAMDEN: Ketterer Represents Sexual Abuse Claimants DIOCESE OF CAMDEN: Unsecureds to Get 75% Dividend or 50% of Claims DIVERSIFIED FRANCHISE: Unsecureds Owed $662K to Get 100% of Claims DOCTOR DREDGE: Selling Personal Property to Sun Machinery for $36K DRALA MOUNTAIN: Seeks to Sell Publicly Traded Securities EAST/ALEXANDER HOLDINGS: Receiver Wins Cash Collateral Access ECO LIGHTING: Wins Cash Collateral Access Thru June 23 ELKHORN EXPLORATION: Seeks to Hire DeMarco-Mitchell as Counsel ESCADA AMERICA: Unsecureds to Recover 15% or 11.36% in Plan EVERYTHING BLOCKCHAIN: Needs More Time to File Form 10-K EXCEL FITNESS: Moody's Withdraws 'B3' CFR Following Debt Repayment EXPRESS GRAIN: Wins Post-Sale Use of Cash Collateral FAIRPORT BAPTIST: Case Summary & 20 Largest Unsecured Creditors FLORIDA DEVELOPMENT: Moody's Rates 2022A/B Education Bonds 'Ba2' FORMER CHARTER: Egan-Jones Keeps BB Senior Unsecured Ratings GAP INC: Egan-Jones Keeps B+ Senior Unsecured Ratings GEORGE WESTON: Egan-Jones Keeps BB Senior Unsecured Ratings GLEASON'S GYMNASTIC: Hearing Today on Bid to Use Cash Collateral GPMI CO: Selling 2009 Nissan Sentra Car for Not Less Than $2.4K GUARACHI WINE: Files Emergency Bid to Use Cash Collateral GUILDWORKS LLC: Wins Cash Collateral Access Thru June 26 HARSCO CORP: Egan-Jones Lowers Senior Unsecured Ratings to BB- HASBRO INC: Egan-Jones Hikes Senior Unsecured Ratings to BB+ HAWAIIAN HOLDINGS: Egan-Jones Keeps CCC- Senior Unsecured Ratings HCA HEALTHCARE: Egan-Jones Keeps BB+ Senior Unsecured Ratings HCA INC: Egan-Jones Upgrades Senior Unsecured Ratings to BB+ HEMANI HOSPITALITY: Unsecureds Will Get 25% of Claims over 5 Years HOVNANIAN ENTERPRISES: Unit Completes Redemption of $100M Sr. Notes IAMGOLD CORP: S&P Downgrades ICR to 'B-' on Elevated Liquidity IBIO INC: Chief Operating Officer Resigns INFINERA CORP: Incurs $41.9 Million Net Loss in First Quarter INFOW LLC: Families of Victims Want Out of Chapter 11 Quickly INGA VLADMEROVNA SHRAYBER: Selling Newton Property for $2.68 Mil. INTERNATIONAL INVESTMENT: May 20 Settlement Claims Deadline Set ION GEOPHYSICAL: Ropes & Gray Represents Term Lenders Group ISTAR INC: Egan-Jones Lowers Senior Unsecured Ratings to BB- J.H. EXCAVATION: Unsecureds Will Get 100% of Claims in 60 Months JODY INC: Files for Chapter 11 Bankruptcy Protection JTS TRUCKING: Selling Albertville Property to Quality for $445K KENNETH J. TAGGART: Selling Holland Residential Property to Partner KHAF CORP: Files Emergency Bid to Use Cash Collateral LATAM AIRLINES: $1.4 Billion Internal Loans Are Valid Under NY Law LATAM AIRLINES: GE Sued for Failure to File Chapter 11 Claim LATAM AIRLINES: Kramer Levin 3rd Update on Parent Claimants LJ FIREWOOD: Equipment Sale Proceeds to Fund Plan Payments LOADCRAFT INDUSTRIES: Odyssey Buying Brady Assets for $2.6 Million LUCERO LLC: Unsecured Creditors Will Get 100% Dividend in 36 Months LUCIEN HARRY MARIONEAUX JR: Trustee Proposes Sale of Insanis Tug MAG DS: S&P Downgrades ICR to 'B-' on Elevated Leverage MATHESON FLIGHT: Case Summary & 20 Largest Unsecured Creditors MCK USA: Selling Crimson Condo Unit 1901 to O'Shea for $1.15 Mil. MEDIA DDS: Wins Cash Collateral Access Thru June 15 METROPOLITAN WATER: Fine-Tunes Plan Documents MICROCHIP TECHNOLOGY: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ MICROSTRATEGY INC: Incurs $130.8 Million Net Loss in First Quarter MIND TECHNOLOGY: Adds Two New Board Members MINOTAUR ACQUISITION: S&P Affirms 'B-' ICR on PayFlex Acquisition NABORS INDUSTRIES: Incurs $174.7 Million Net Loss in First Quarter NEKTAR THERAPEUTICS: Cuts Workforce by 70% to Reduce Costs NORDIC AVIATION: Milbank, Hunton Updates on Secured Lender Group NORTH AMERICAN: Honeywell Insurers Want Claimants' Names OCEANEERING INT'L: Moody's Ups CFR to Ba3, Alters Outlook to Stable OUTFRONT MEDIA: Moody's Affirms B1 CFR & Alters Outlook to Stable OWENS-ILLINOIS GROUP: Egan-Jones Keeps B Senior Unsecured Ratings PARK RIVER: Moody's Affirms B2 CFR, Outlook Remains Stable PATTERSON CO: Egan-Jones Hikes Senior Unsecured Ratings to BB+ PENN NATIONAL: Egan-Jones Hikes Senior Unsecured Ratings to B- PHIO PHARMACEUTICALS: Appoints Former Unisys Exec as Director POPPA CONSTRUCTION: Voluntary Chapter 11 Case Summary PROSPECT-WOODWARD: JNR/ACB Says Plan Rejection Timely QEP RESOURCES: Egan-Jones Keeps B- Senior Unsecured Ratings QUIKRETE HOLDINGS: Moody's Hikes CFR to Ba2, Outlook Stable RDS CONSTRUCTION: Files Emergency Bid to Use Cash Collateral RED PROPERTIES: Unsecureds Unimpaired in Subchapter V Plan ROCKALL ENERGY: $51MM DIP Loan from Goldman Sachs Wins Final OK SHENANDOAH TELECOM: Egan-Jones Keeps BB Senior Unsecured Ratings SILVER STATE: Ongoing Revenue & Asset Sale Proceeds to Fund Plan SINCLAIR BROADCAST: Egan-Jones Keeps CCC Senior Unsecured Ratings SKY MEDIA: Amends Several Secured Claims Pay Details SKY MEDIA: Begy Buying Miami Residential Property for $1.05 Mil. SS&C TECHNOLOGIES: Egan-Jones Cuts Senior Unsecured Ratings to BB STARWOOD PROPERTY: Moody's Affirms Ba2 CFR, Outlook Remains Stable STEELCASE INC: Moody's Assigns 'Ba1' CFR, Outlook Negative STOHO ENTERPRISES: Wins Cash Collateral Access STONEWAY CAPITAL: Chapter 11 Plan Confirmation Delayed SUMMER AVENUE: Files for Chapter 11 Bankruptcy Protection SUNGARD AS: Sussman & Moore Represents Utility Companies T-MOBILE US: S&P Places 'BB+' ICR on CreditWatch Positive T.G. UNITED: Case Summary & 11 Unsecured Creditors TAVERN ON LAGRANGE: Wins Cash Collateral Access Thru May 12 TG INTEGRATION: Court OKs Deal on Cash Collateral Access TIMOTHY WAYNE LAQUAY: Sells Port O'Connor Property for $1.15 Mil. TON REAL ESTATE: Mall Buyer Ordered to Return Rent Payments, Keys TRANQUILITY GROUP: Selling Branson Cedars Resort for $6 Million TRANSED PARTNERS: DBRS Cuts Issuer Rating to BB(high) on A Bonds TRANSOCEAN LTD: Incurs $175 Million Net Loss in First Quarter U.S. TOBACCO: Cityplat Buying Fuquay-Varina Property for $16.1MM UAL CORP: Egan-Jones Keeps CCC+ Senior Unsecured Ratings UNITED AIRLINES: Egan-Jones Keeps CCC+ Senior Unsecured Ratings VANTAGE DRILLING: S&P Affirms 'CCC' ICR, Outlook Negative VBI VACCINES: Gets EC Marketing Authorization for PreHevbri VECTOR GROUP: Egan-Jones Hikes Senior Unsecured Ratings to CCC+ VERMONT ECONOMIC: Moody's Assigns B2 Rating to $60MM Revenue Bonds VISTAGEN THERAPEUTICS: Appoints Reid Adler as Chief Legal Officer VIVAKOR INC: Awarded Contract for Asphalt Sale From Utah Facility W K ZARTMAN: Case Summary & Two Unsecured Creditors WAHOO FITNESS: Moody's Cuts CFR & Sr. Secured 1st Lien Debt to B3 WARNER BROS: Egan-Jones Withdraws BB+ Senior Unsecured Ratings WATER WIND: Case Summary & 13 Unsecured Creditors WEST VILLAGE: Walker Family Offers $950K for Riverdale Property WESTERN AUSTRALIAN: Seeks Chapter 11 Bankruptcy Protection WMB HOLDINGS: Moody's Assigns First Time 'B1' Corp. Family Rating WMB HOLDINGS: S&P Assigns 'BB-' ICR on Intertrust Acquisition YUM! BRANDS: Egan-Jones Lowers Senior Unsecured Ratings to BB- ZERO TO 60: Seeks Cash Collateral Access [*] Judge Jones Urges Mass-Tort Bankruptcy Tools Expansion [^] BOND PRICING: For the Week from May 2 to 6, 2022 ********* 1419 WK OWNER: Public Auction Sale Set for June 29 -------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Codes as enacted in the State of New York, or any other applicable jurisdiction and on account of a default under a certain pledge and security agreement, 1400-1900 Imperial PV LLC ("secured party") will sell at public auction sale to the qualified bidder submitting the highest bid certain collateral, including all right, title and interest of 1419 WK Holding LLC ("pledgor") as the sole member of 1419 WK Owner LLC ("company"). The sale will take place on June 29, 2022, at 11:00 a.m., via Cisco WebEx Platform or other web-based video conferencing and telephonic conferencing program selected by the secured party, as well as in person at the offices of counsel for secured party: Farrell Fritz, PC Attn: Patrick Collins, Esq. 622 Third Avenue, Suite 37200 New York, New York 10017 The principal asset of the company is the real property located at Block 64.01, Lot 1.09 (formerly lots 1.08 and 1.09), in the City of Weehawken, Hudson County, State of New Jersey, the street address of which is 1800 Avenue at Port Imperial (also known as 1400 Avenue at Port Imperial and 1900 Avenue at Port Imperial), Weehawken, New Jersey. The sale will be conducted by Mannion Auctions LLC by Matthew D. Mannion or William Mannion, with offices at 305 Broadway, Suite 200, New York, New York 10007. Parties interested in bidding on the collateral may contact the secured party's broker, Newmark, Attn: Brock Cannon, brock.cannon@nmrk.com, Tel: 212-372-2066. 212 EAST 72ND: Seeks Cash Collateral Access ------------------------------------------- 212 East 72nd Street LLC asks the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral and provide adequate protection. The Debtor seeks to use cash collateral consisting of rents generated by the Debtor's real estate located at 212 East 72nd Street, New York City. The Debtor expects to receive lease income in connection with a lease recently entered into on February 10, 2022, with David Elliot which provides for monthly rent of $62,000 commencing June 15, 2022 through June 15,2028 to be paid by the Tenant. There are two secured creditors who may assert a lien on the rents generated from the Real Property. The City of New York (approximately $204,840) and certain Tax Lien Trusts (approximately $817,297) hold claims in excess of approximately $1,032,127 having a first priority lien position in the Real Property which accrues interest at a very substantial rate. It is anticipated, but by no means assured, that the Debtor will enter into an agreement for the payment of the tax lien debt to the Tax Lien Creditors. 72nd Ninth LLC, holding a judgment of foreclosure entered on September 1, 2021 pursuant to a mortgage with a claim of approximately $9,000,000, may also assert a right in the rents as cash collateral. The accrued interest rate to the Secured Creditors may be reduced post-petition to a rate which is less than the rate charged by the Tax Lien Creditors, holds a second lien priority position subordinate to the Tax Lien Creditors. The Debtor proposes to pay expenses of the Real Property, including insurance and maintenance of such Real Property with the balance available to the Tax Lien Creditors and the Secured Creditors based on their priority. The Tax Lien Creditors and the Secured Creditors will receive a post-petition replacement lien, to the extent permitted by Federal and State Law in the Real Property and in all post-petition property and leases with respect to the collateral in which such fax Lien Creditors and Secured Creditor held a security interest pre-petition and in the same rank and priority held by such Tax Lien Creditors and Secured Creditor prior to the petition, to the extent that the use of cash collateral causes a diminution in the value of the collateral, and further subject to prior perfected priority liens upon the collateral in favor of other parties in interest. The operating expenses will be paid by the Debtor without the need for further order, with a monthly statement being submitted to the Tax Lien Creditors and Secured Creditors. The Debtor will hold a reserve in the amount of $15,000 (less than 25% of the monthly rent income) to cover any emergencies which will require two days notice by electronic mail being given to the attorney for the Tax Lien Creditors and Secured Creditor. A copy of the order and the Debtor's 30-day budget is available at https://bit.ly/3Pa3MVs from PacerMonitor.com. The Debtor projects $62,000 in total income and $16,120 in total expenses. About 212 East 72nd Street 212 East 72nd Street, LLC owns and operates a townhome located at 212 East 72nd St., N.Y. 212 East 72nd Street filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10351) on March 22, 2022, listing as much $50 million in both assets and liabilities. Evanthia Koutis, member, signed the petition. Judge Lisa G. Beckerman oversees the case. Leo Fox, Esq., a New York City attorney, represents the Debtor in its Chapter 11 case. 58 YORK PARTNERS: June 29 Plan Confirmation Hearing Set ------------------------------------------------------- 58 York Partners, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a motion for approval of the Disclosure Statement related to the Plan of Reorganization. On May 2, 2022, Judge Ashely M. Chan approved the Disclosure Statement and ordered that: * June 3, 2022 is set as the last date by which ballot must be received in order to be considered as acceptances or rejections of the Plan of Reorganization. * June 3, 2022 is fixed as the date on or before which any written objection to confirmation of the Plan of Reorganization is required to have been filed with the Court and served upon counsel for the Debtor. * June 10, 2022 is fixed as the last day for the Debtor to file its Report of Plan Voting with the Clerk. * June 29, 2022 at 12:30 p.m. in the United States Bankruptcy Court, 900 Market Street, Courtroom #4, Philadelphia, Pennsylvania is the hearing on confirmation of the Plan. A copy of the order dated May 2, 2022, is available at https://bit.ly/3ynBocw from PacerMonitor.com at no charge. Attorneys for the Debtor: Albert A. Ciardi, III, Esq. Daniel S. Siedman, Esq. CIARDI CIARDI & ASTIN 1905 Spruce Street, Philadelphia, PA 19103 Telephone: (215) 557-3550 Facsimile: (215) 557-3551 E-mail: aciardi@ciardilaw.com dsiedman@ciardilaw.com About 58 York Partners Philadelphia-based 58 York Partners, LLC filed a petition for Chapter 11 protection (Bankr. E.D. Pa. Case No. 21-12907) on Oct. 27, 2021, listing as much as $10 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. The Debtor tapped Ciardi Ciardi & Astin as legal counsel. 808 B STREET: Case Summary & Six Unsecured Creditors ---------------------------------------------------- Debtor: 808 B Street, LLC 808 B St Ste E Saint Albans, WV 25177 Business Description: The Debtor is the fee simple owner of a real property located at 808 B St, Saint Albans, WV valued at $950,000. Chapter 11 Petition Date: May 5, 2022 Court: United States Bankruptcy Court Southern District of West Virginia Case No.: 22-20075 Judge: Hon. B Mckay Mignault Debtor's Counsel: Andrew S. Nason, Esq. PEPPER AND NASON 8 Hale St Charleston, WV 25301 Tel: 304-346-0361 Fax: 304-346-1054 Email: tinas@peppernason.com Total Assets: $958,994 Total Liabilities: $1,939,961 The petition was signed by Steven M. Newton as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7T5H3BY/808_B_Street_LLC__wvsbke-22-20075__0001.0.pdf?mcid=tGE4TAMA 87TH STREET: MwM Vicsdale Offers $940K for Scottsdale Property -------------------------------------------------------------- 87th Street LLC asks the U.S. Bankruptcy Court for the District of Arizona to authorize the private sale of the real property located at 3914 N. 87th St., in Scottsdale, Arizona 85251, to MwM Vicsdale LLC for $940,000. The legal description of the Property is Lot 2019, PARK SCOTTSDALE 15, according to the plat of record in the Office of the County Recorder of Maricopa County, Arizona, recorded in Book 130 of Maps, Page 36. The Property is located within the Park Scottsdale subdivision of Scottsdale, where the average home has 1,816 square feet of living space, and was constructed between 1970 and 1972. It is a single-story semi-custom home built in 1971 which features 2,180 square feet of living space, four bedrooms and two bathrooms. The Property has been completely renovated including all windows, fixtures, case work and major household systems. It is in good condition displaying typical depreciation; albeit with some excess wear and tear on the bamboo flooring. Exterior amenities include a covered patio and private swimming pool. The terms of the proposed sale are set forth in the Residential Resale Real Estate Purchase Contract, and include a purchase price of $940,000. The Debtor anticipates that the net sale proceeds will be more than sufficient to pay in full all claims against the estate, which total less than $400,000 (exclusive of administrative expenses). In the event of any conflict between the following summary and the Purchase Contract, the Purchase Contract will control. The salient terms of the Contract are: a. Time and place of sale: Private sale. Close of escrow to occur on or before June 30, 2022 or sooner by mutual agreement. Closing is subject to entry of an order of the Court approving the sale. b. Name of buyer: MwM Vicsdale LLC c. Description of Property to be sold: Real property located at 3914 N. 87th St., Scottsdale, Arizona 85251, including fixtures and appliances. d. Liens and encumbrances: The Property will be sold free and clear of Deed of Trust held by Black Canyon Anesthesia PC PSP, which will be paid in full at closing from sale proceeds absent any dispute as to the amount owed. All liens will attach to the sale proceeds in order of their respective priority. e. Terms of offer: $940,000 purchase price. A $50,000 earnest deposit has already been deposited in escrow. Earnest deposit and balance of purchase price to be paid upon close of escrow. Debtor will be entitled to remain in possession for 60 days after close of escrow. f. Higher and better bids: The offer is not subject to higher and better bids. g. Date for filing objections: Objections must be filed and served within 14 days from service of notice of the motion. h. Compensation: A commission equal to 6% of the sale price will be split equally between the Debtor's broker R.O.I. Properties, LLC (Beth Jo Zeitzer, agent) and the Buyer's broker E-V Real Estate Holdings, LLC dba Vicsdale (Eve Treger, agent). Neither the brokers nor the individual agents are insiders of Debtor. i. Appraisal: There has been no appraisal of the Property, but the Debtor's broker recommended a listing price of $890,000 based upon the comparable property report. The offer exceeds the suggested listing price by $50,000. j. Stay Relief Motions: Secured Creditor filed a stay relief motion on April 15, 2022. The Debtor believes that the sale of the Property to the Buyer is the highest and best offer that it will receive for the Property, and that approval of the sale is in the best interest of Debtor and the bankruptcy estate. A copy of the Contract is available at https://tinyurl.com/2me4vsta from PacerMonitor.com free of charge. About 87th Street LLC 87th Street LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-01168) on Feb. 28, 2022. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Bradley David Pack, Esq. at Engelman Berger PC serves as the Debtor's counsel. AGNC INVESTMENT: Egan-Jones Cuts LC Senior Unsecured Ratings to BB ------------------------------------------------------------------ Egan-Jones Ratings Company on April 22, 2022, downgraded the local currency senior unsecured ratings on debt issued by AGNC Investment Corp. to BB from B+. Headquartered in Bethesda, Maryland, AGNC Investment Corp. is an internally-managed real estate investment trust. ALERISLIFE INC: Incurs $9.7 Million Net Loss in First Quarter ------------------------------------------------------------- AlerisLife Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $9.73 million on $173.14 million of total revenues for the three months ended March 31, 2022, compared to net income of $3.32 million on $269.10 million of total revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $396.47 million in total assets, $114.85 million in total current liabilities, $110.08 million in total long-term liabilities, and $171.54 million in total shareholders' equity. The Company said it requires cash to fund its operating expenses, to make capital expenditures and to service its debt obligations. As of March 31, 2022, the Company had $88.1 million of unrestricted cash and cash equivalents. As of March 31, 2022, the Company's restricted cash and cash equivalents included $22.9 million of bank term deposits in its captive insurance company. On Jan. 27, 2022, the Company entered into the $95.0 million Loan, $63.0 million of which was funded upon effectiveness of the Credit Agreement, including approximately $3.2 million in closing costs. As of March 31, 2022 and Dec. 31, 2021, the Company had current assets of $211.6 million and $186.8 million, respectively, and current liabilities of $114.9 million and $140.9 million, respectively. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001159281/000115928122000049/fve-20220331.htm About AlerisLife AlerisLife (formerly known as Five Star Senior Living Inc.) is a holding company incorporated in Maryland and substantially all of its business is conducted by its two segments: (i) residential (formerly known as senior living) through its brand Five Star Senior Living, or Five Star, and (ii) lifestyle services (formerly known as rehabilitation and wellness Services) primarily through its brands Ageility Physical Therapy Solutions and Ageility Fitness, or collectively Ageility, as well as Windsong Home Health. As of Dec. 31, 2021, through the Company's residential segment, it owned and operated or managed, 141 senior living communities located in 28 states with 20,105 living units, including 10,423 independent living apartments, 9,636 assisted living suites, which includes 1,872 of its Bridge to Rediscovery memory care units, and one continuing care retirement community, or CCRC, with 106 living units, including 46 skilled nursing facility or SNF, units that was closed in February 2022. The Company managed 121 of these senior living communities (18,005 living units) for Diversified Healthcare Trust, or DHC, and owned 20 of these senior living communities (2,100 living units). The Company's lifestyle services segment provides a comprehensive suite of lifestyle services including Ageility rehabilitation and fitness, Windsong home health and other home based, concierge services at senior living communities the Company owns and operates or manage as well as at unaffiliated senior living communities. AlerisLife reported a net loss of $29.93 million for the year ended Dec. 31, 2021, and a net loss of $7.59 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $376.28 million in total assets, $140.91 million in total current liabilities, $53.78 million in total long-term liabilities, and $181.59 million in total shareholders' equity. Five Star reported a net loss of $20 million for the year ended Dec. 31, 2019, a net loss of $74.08 million for the year ended Dec. 31, 2018, and a net loss of $20.90 million for the year ended Dec. 31, 2017. ALL YEAR HOLDINGS: Wants $4.5 Million Loan to Fund Chapter 11 Plan ------------------------------------------------------------------ Vince Sullivan of Law360 reports that Brooklyn real estate developer All Year Holdings asked a New York bankruptcy court late Thursday, May 5, 2022, for permission to borrow $4. 5 million to help fund its pursuit of a Chapter 11 plan that will result in significant new investment into the enterprise. In a motion seeking approval of debtor-in-possession financing, the debtor said it has been financing the costs of its case from existing cash on hand, but the plan process has taken longer than expected and the loan is needed to get the plan across the finish line. About All Year Holdings Ltd. All Year Holdings Ltd. is a real estate development company founded by American real estate developer Yoel Goldman. It operates as a holding company, which, through its direct and indirect subsidiaries, focuses on the development, construction, acquisition, leasing and management of residential and commercial income producing properties in Brooklyn, N.Y. The company's portfolio includes approximately 1,648 residential units and 69 commercial units in Bushwick, Williamsburg, and Bedford-Stuyvesant. All Year Holdings sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021. At the time of the filing, the Debtor listed $1 billion to $10 billion in assets and liabilities. Judge Martin Glenn oversees the case. Weil, Gotshal & Manges LLP, led by Matthew Paul Goren, Esq., is the Debtor's legal counsel. ALLIED HOLDINGS: Yucaipa Avoids Bigger Damages in Long Bankruptcy ----------------------------------------------------------------- Andrew Scurria of The Wall Street Journal reports that a Delaware bankruptcy judge wouldn't add to a $132.4 million judgment against Ron Burkle's Yucaipa Cos. over the bankruptcy of its car hauler Allied Systems Holdings Inc., saying that would overcompensate other creditors of the business. Judge Christopher Sontchi of the U.S. Bankruptcy Court in Wilmington, Del., on Monday declined to award any additional damages against Yucaipa over its treatment of Allied, a hauler that fell into chapter 11 in 2012. About Allied Systems Holdings BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second-lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. In January 2014, the U.S. Trustee for Region 3 appointed a three-member Official Committee of Retirees. Yucaipa Cos. has 55% of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles-based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P., Yucaipa American Alliance (Parallel) Fund II, L.P., represented by Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at Gibson, Dunn & Crutcher LLP. First Lien Agent, Black Diamond Commercial Finance, L.L.C., represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings, Inc., has changed its name to ASHINC Corporation. * * * ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a joint Chapter 11 plan of reorganization, co-proposed by the Committee and the first lien agents. The Plan provides that certain of the Debtors' assets, the Litigation Trust Assets, will vest in the Allied Litigation Trust, and the remainder of the Debtors' assets, including the proceeds from the sale of substantially all of the Debtors' assets, will either revest in the Reorganized Debtors or be distributed to the Debtors' creditors. ALLIGATOR COMPUTER: Unsecureds to Recover 8% in Subchapter V Plan ----------------------------------------------------------------- Alligator Computer Systems Corp. filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Plan of Reorganization under Subchapter V dated May 2, 2022. The Debtor owns and operates electronic and video game machines in malls and entertainment centers in 7 states and Canada. ACS's problems center primarily with the Covid 19 shutdown. ACS had been working successfully and profitably prior to the Covid 19 shutdown. When most malls and entertainment facilities were closed and revenue was shut off due to Covid 19, the company faced a major negative cash flow. Now that most malls have reopened, the Debtor is turning a profit, but is unable to carry the debt load accumulated over 18 months of shutdown without the involvement of the Court. The benefit of this plan is that it will allow a small business to continue operations, while providing employment and benefits to at least 7 individuals who work for ACS and 12 employed by Gameprizes. The benefit to all creditors is that they will receive a portion of their outstanding debt with the possibility of a higher return if the reorganized Debtor is successful. The Debtor will make monthly payments of $37,000.00 (the "Scheduled Minimum Payments") after the effective date which will be disbursed quarterly beginning on the First Distribution Date for 56 months. Secured creditors will be paid approximately 5% of their Allowed Secured claims each quarter as set forth in the schedule of Class 4 creditors. Priority tax claims will be paid in full on the effective date of the plan. Total unsecured claims are estimated to be paid $219,750. The percentage may be increased, but not reduced, depending on the profitability of the company and the payment of any Additional Profit Sharing Distributions. Unsecured Creditors will be paid 8% of their Allowed unsecured claims. In addition to the Scheduled Minimum Payments, unsecured creditors shall also receive additional distributions ("Additional Profit Sharing Distributions") based upon the profitability of the business. Specifically, should the net income in any calendar year beginning in 2023 exceed 20% of the projected net income, such net profit shall be shared 75% to the unsecured creditors and 25% to the Debtor. The Additional Profit Sharing Distributions shall be calculated and paid concurrently with the Scheduled Minimum Payments in the following year. Unsecured creditors shall receive 8% of their claims and higher recoveries up to the full amount of their allowed unsecured claims if and to the extent that any Additional Profit Sharing Distributions are made. The length of the plan shall be 56 months. The Debtor anticipates that they will be able to pay current operation expenses and fund the Chapter 11 Subchapter V plan payments. The financial projections for the next 56 months reflect disposable income which is sufficient to fund the Plan during the term. With the assumption the business will remain consistent, the Debtor will be able to fund the plan for the 56 months. During the period from the Confirmation Date up to and including the Effective Date, the Debtor may continue to operate the business, subject to all applicable orders of the Bankruptcy Court. A full-text copy of the Plan of Reorganization dated May 2, 2022, is available at https://bit.ly/3N0sbuJ from PacerMonitor.com at no charge. Attorneys for the Debtor: Eric W. Goering, Esq. Robert A. Goering, Esq. Alexis Mize, Esq. Goering & Goering, LLC 220 West Third Street Cincinnati, OH 45202 Phone: (513) 621-0912 Email: eric@goering-law.com About Alligator Computer Systems Alligator Computer Systems Corp., a company in Cincinnati, Ohio, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-10264) on Feb. 25, 2022, disclosing $1,409,882 in assets and $5,113,874 in liabilities. James Ernst, president of Alligator Computer Systems, signed the petition. Judge Beth A. Buchanan oversees the case. Goering & Goering, LLC serves as the Debtor's legal counsel. ALTERA INFRASTRUCTURE: Posts $52.9M Net Income in First Quarter --------------------------------------------------------------- Altera Infrastructure L.P. reported net income of $52.91 million on $323.66 million of revenues for the three months ended March 31, 2022, compared to net income of $5.90 million on $272.75 million of revenues for the three months ended March 31, 2021. As at March 31, 2022, the Company had $3.90 billion in total assets, $3.75 billion in total liabilities, and $156.25 million in total equity. Going concern As at March 31, 2022, the Partnership had a working capital deficit of $381.3 million. The Partnership's working capital deficit has increased from $276.4 million as at Dec. 31, 2021, primarily due to a $165.6 million increase in scheduled maturities and repayments of outstanding borrowings during the 12 months ending March 31, 2023, which were classified as current as at March 31, 2022, partially offset by a $59.0 million decrease in accounts payable and other. During 2021, the Partnership completed various measures to improve its debt maturity profile and enhance its liquidity and financial flexibility, including but not limited to exchanging $769.3 million of Brookfield debt with 2022 to 2024 maturities into debt with interest paid in kind and with a 2026 maturity, discontinuing distributions on the Series A, Series B and Series E Preferred Units, issuing $180.0 million of new 2025 bonds in the shuttle tanker segment and refinancing the Petrojarl I FPSO unit. While these measures improved the Partnership's liquidity position, the Partnership continues to explore its liquidity management opportunities and seek to improve and extend its debt profile. The Partnership stated that in addition to the successfully completed initiatives during 2021, it is still critical that the Partnership will need to obtain additional sources of financing, in addition to amounts generated from operations, to meet its obligations and commitments and minimum liquidity requirements under its financial covenants. These requirements include but are not limited to maintaining a minimum liquidity in an amount equal to the greater of $75 million and 5% of total debt as well as maintaining within the Partnership's wholly-owned subsidiary, Altera Shuttle Tankers L.L.C., a minimum liquidity in an amount equal to the greater of $35 million and 5% of total debt and a net debt to total capitalization ratio of no greater than 75%. Additional potential sources of financing that the Partnership is actively pursuing, during the one-year period to March 31, 2023, include entering into new debt facilities, borrowing additional amounts under existing facilities, the refinancing, extension or other amendments, including amendment of financial covenants, of certain borrowings and interest rate swaps, selling certain assets, seeking joint venture partners for the Partnership's business interests, entering into sale-leaseback agreements, increasing equity, and other potential liability management transactions. Additional potential sources of amounts generated from operations include the extensions and redeployments of existing assets, higher utilization of the operating fleet, increased rates for vessels operating in the spot market, increased oil price-based tariffs from certain FPSOs and working capital optimizations. The Partnership stated it is actively pursuing or may pursue the financing initiatives, which it considers probable of completion based on the Partnership's history of being able to raise and refinance borrowings for similar types of vessels and based on the Partnership's assessment of current conditions and estimated future conditions. The Partnership is in various stages of progression on these matters. Based on the Partnership's liquidity at the date of these unaudited consolidated financial statements, the liquidity it expects to generate from operations over the following year, and by incorporating the Partnership's plans to raise additional liquidity that it considers probable of completion, the Partnership expects that it will have sufficient liquidity to enable the Partnership to continue as a going concern for at least the one-year period to March 31, 2023. COVID-19 The Partnership said it has not identified any new significant developments related to the COVID-19 pandemic which would impact key critical judgments, estimates and assumptions that affect the reported and contingent amount of assets, liabilities, revenues and expenses, including whether any additional indicators of impairment were present for the three months ended March 31, 2022. The Partnership will continue to monitor the COVID-19 situation and review its critical estimates and judgements as circumstances evolve. A full-text copy of the Form 6-K is available for free at: https://www.sec.gov/Archives/edgar/data/0001382298/000138229822000012/altera6-kq1x22doc.htm About Altera Altera Infrastructure L.P. is an international infrastructure services provider to the offshore oil and gas industry, focused on the ownership and operation of critical infrastructure assets in offshore oil regions of the North Sea, Brazil and the East Coast of Canada. The Company has the following five operating segments which are organized based on how management views business activities within particular sectors: FPSO, Shuttle Tanker, floating storage and off-take (or FSO), Units for Maintenance and Safety (or UMS) and Towage. Altera reported a net loss of $136.45 million for the year ended Dec. 31, 2021, a net loss of $346.16 million for the year ended Dec. 31, 2020, and a net loss of $159.07 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $3.88 billion in total assets, $3.78 billion in total liabilities, and $100.68 million in total equity. * * * As reported by the TCREUR on Sept. 7, 2021, Fitch Ratings upgraded Altera Infrastructure L.P.'s (Altera) Issuer Default Rating (IDR) to 'CCC+' from 'C'. Fitch said Altera's ratings reflect expectations for cash flow stability supported by medium-to-long-term, fixed-fee contracts with large counterparties. In September 2021, Moody's Investors Service affirmed Altera Infrastructure's Caa1 Corporate Family Rating. ALTIUM PACKAGING: Moody's Alters Outlook on 'B2' CFR to Negative ---------------------------------------------------------------- Moody's Investors Service affirmed Altium Packaging LLC's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 senior secured bank credit facility rating. The outlook has been changed to negative from stable. The outlook change to negative reflects little room for error in generating sustained EBITDA improvement by successfully combating raw material input cost inflation through timely price increase initiatives. Executing well on new business and cost efficiency opportunities is also important in supporting EBITDA growth and a necessary reduction of debt leverage. "While we recognize Altium's product innovation capabilities and free cash generation, sustained EBITDA improvement and an appropriate level of debt leverage are paramount to retaining the B2 rating," said Scott Manduca, Vice President at Moody's. Affirmations: Issuer: Altium Packaging LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD4) Outlook Actions: Issuer: Altium Packaging LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Altium's B2 Corporate Family Rating reflects the company's diverse product offering, inclusive of post recycled resin (PCR), high switching costs from operating capacity near customer operations, material science capabilities with a focus on customer sustainability solutions, and free cash flow generation. Moody's B2 rating also reflects the commodity nature of its products mix with progress of becoming more specialized, competition from smaller players in this fragmented market, as well as larger, higher rated packaging companies, and a relatively aggressive financial policy including a growth through acquisition strategy and the execution of a fairly recent dividend to shareholders. The negative outlook reflects increased execution risk and shrinking runway to reduce debt leverage and achieve sustained EBITDA improvement through effective pricing actions against cost inflation, new business, and cost efficiency opportunities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if there is sustainable improvement in credit metrics and cashflow, while maintaining good liquidity. Specifically, debt-to-adjusted EBITDA is sustained below 5.0x, adjusted EBITDA-to-interest is above 3.5x, and free cash flow-to-debt is above 5%. The ratings could be downgraded if there is a deterioration in credit metrics or liquidity. Specifically, if debt-to-adjusted EBITDA is sustained above 6.0x, adjusted EBITDA-to-interest is below 2.5x, and free cash flow-to-debt is below 3%. Based in Atlanta, Georgia, Altium Packaging LLC is one of the leading North American manufacturers of rigid plastic containers for mostly branded consumer product and beverage companies, as well as a supplier of recycled resin. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. AMIR K. HEDAYAT: Hendersons Buying Ballesteros Property for $990K ----------------------------------------------------------------- Amir Keivan Hedayat and Minou M. Hedayat ask the U.S. Bankruptcy Court for the Central District of California to authorize the sale of the real property commonly known as 2856 Ballesteros Lane, in Tustin, California, to Matthew Henderson and Elizabeth Henderson for $990,000. A hearing on the Motion is set for May 12, 2021, at 10:30 a.m. The Debtor holds title to three properties. One of the properties, held through the Hedayat Family 2003 Trust, is a single family residence located at 2856 Ballesteros Lane, Tustin, CA 92782. The Ballesteros Property is encumbered with a first deed of trust with a present balance of approximately $860,000. Subject to Court approval and overbid, the Debtors have entered into an agreement to sell the Ballesteros Property to an arms'-length third party purchaser for the purchase price of $990,000. The proposed sale, entered into on April 6, 2022, requires escrow to close within 45 days subject to Court approval. The Buyer has paid $29,700 in earnest money and has provided proof of funds for the remaining purchase price. The proceeds generated from the proposed sale will pay off all lines on the property and provide additional funds to the Estate which may be used to pay allowed unsecured claims of the Estate. Accordingly, the Debtors believe that the proposed sale, subject to bankruptcy court approval and overbid, is in the best interests of the Estate and its creditors. The Debtors seek to sell the Ballesteros Property to the Buyers, subject to overbid, with all liens, charges and costs of sale to be paid through Escrow. The Debtors estimate the charges and costs of sale to be paid through escrow as follows: Brokers commission (3%) $29,700 (est), Costs of sale $7,500 (est), Real Property Taxes $2,300 (est), First deed of trust loan $860,000 (est), and Judgment Lien $28,862.17 (est). The Surplus is $61,637.83 (est). An application has been filed to employ Lars Nordstrom and First Team Real Estate as the Debtor's broker for purposes of marketing and selling the Ballesteros Property. It is expected that the Application will be approved prior to the hearing on the Motion. Accordingly, with the Motion seeks to approve payment directly from Escrow in accordance with the Residential Listing Agreement attached to the Application, which provides for gross commission of3% of the purchase price or any overbid. In order to obtain the highest and best price for the benefit of the Estate and the Debtor, the Debtor proposes that the foregoing sale be subject to overbid. Notice is being provided of the opportunity for overbidding to all persons who have expressed interest in the Property. Additionally, the Debtor will continue to market and show the Property in order to generate interest from over bidders. The Debtor believes that an initial overbid of at least $25,000 more than the economic value of the current offer is appropriate such that the initial overbid would need to be $1.15 million. The Debtor requests that the Court fixes subsequent bids in increments of $10,000 or such other amount as the Court may approve at the time of the hearing. An "earnest money" deposit of $30,000 must be made. The deposit must be received by the Debtor's Escrow no later than 5:00 p.m. on May 10, 2022. The Debtor also requests that the Court waives the stay of Fed.R.Bankr.P. 6004(h) so that the escrow for sale may close promptly after entry of an order approving the sale. A copy of the Purchase Agreement is available at https://tinyurl.com/5t5xeanv from PacerMonitor.com free of charge. Amir Keivan Hedayat and Minou M. Hedayat sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 22-10087) on Jan. 21, 2022. ANTICANCER INC: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Anticancer, Inc. asks the U.S. Bankruptcy Court for the Southern District of California for authority to use cash collateral on an interim basis and provide adequate protection. The Debtor requires the use of cash collateral to pay operating expenses in accordance with the budget, with a 25% variance, plus a $3,000 one-time set-aside as additional assurance to San Diego Gas & Electric. In 2016, the Debtor entered into a joint venture with Certis Oncology Solutions, Inc., formerly PDOX, Inc. (which was formerly PDOX, LLC, an entity founded in 2012 by the Debtor). The joint venture ended acrimoniously, with each joint venturer suing the other. After a bench trial, Judge Kenneth J. Medel of the San Diego Superior Court found in favor of Certis, awarding it a total judgment of $793,399, against the Debtor and the Debtor's founder and President, Robert M. Hoffman, jointly and severally. The Debtor and Hoffman have appealed the judgment. Certis then went about attempting to collect on the judgment, which included levies on the bank accounts of the Debtor and Hoffman, as well as an erroneous levy on the bank account of a third-party, The Robert M. Hoffman Foundation, which is a separate and distinct non-profit IRC section 501(c)(3) entity which was not a named defendant in Certis' action, and which collects donations for the benefit of anticancer research and work. These actions left the Debtor with severely constrained working capital to carry on its business. Certis also scheduled a motion for appointment of a Receiver for the purpose of liquidating all of the Debtor's personal property and equipment that the Debtor uses in the operation of its business, but the Debtor filed a voluntary petition for relief under Chapter 11 (Subchapter V) of Title 11 of the United States Code before the motion could be heard. In Chapter 11, the Debtor intends to remain in business, continue its day-to-day normal operations, and restructure its debts pursuant to a Plan of Reorganization. On March 12, 2013, Olympus America, Inc. recorded a UCC-1 financing statement with respect to certain equipment owned by the Debtor. The lien only attaches to certain equipment. On November 11, 2016, Xerox Financial Services filed a UCC-1 financing statement with respect to certain equipment leased by the Debtor. Xerox does not appear to have filed a continuation statement upon the five-year lapse of its lien. On September 9, 2019, the California Employment Development Department filed a lien with the California Secretary of State for delinquent taxes in the amount of $11,585. The lien purports to create a lien on "all personal property" of the Debtor. Also, on October 12, 2020, the EDD filed another lien with the California Secretary of State in the amount of $33,563, again purporting to create on all personal property of the Debtor. On December 7, 2021, Certis obtained a Judgment against the Debtor in the total amount of $793,399. On December 28, 2021, and again on January 6, 2022, Certis filed with the California Secretary of State a "Judgment Lien on Personal Property". Pursuant to California Code of Civil Procedure section 697.530, the filing of a JLPP creates a judgment lien on, among other things, accounts receivable and inventory. However, the JLPP is avoidable as a preferential transfer. Specifically, when the JLPPs were filed on those dates, the Debtor owned 40 percent of Certis' stock, making Certis an insider of the Debtor. Certis levied on the Debtor's stock on March 17, 2022, which in itself is an avoidable preferential transfer. On April 5, 2022, a creditor believed to be Pearl Capital Business Funding, LLC recorded a UCC-1 financing statement with respect to, among other things, the Debtor's "accounts" and inventory. Approximately $4,000 remains due and owing to Pearl. As adequate protection, the Debtor proposes to grant secured creditors a valid, perfected, continuing replacement lien in the cash collateral in an amount equal to their allowed interest, if any, in the cash collateral existing as of the petition date in the order of the Secured Parties' relative priorities. A copy of the motion and the Debtor's six-month budget is available at https://bit.ly/3LK4J4r from PacerMonitor.com. The Debtor projects $38,600 in total cash income and $35,379 in total expenses. About Anticancer, Inc. Anticancer, Inc. produces a treatment designed to block the effects of the amino acid methionine in the body. When successful, the treatment can lead to the destruction of cancer cells, which appear to be addicted to methionine. Anticancer also specializes in the production and use of what are referred to in the scientific community as athymic "nude" mice, which are specially bred mice capable of growing a human tumor for the purpose of experimentation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S. D. Cal. Case No. 22-01058) on April 21, 2022. In the petition signed by Robert M. Hoffman, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Kit J. Gardner, Esq., at the Law Offices of Kit J. Gardner is the Debtor's counsel. APOLLO ENDOSURGERY: Incurs $8.4 Million Net Loss in First Quarter ----------------------------------------------------------------- Apollo Endosurgery, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $8.41 million on $16.66 million of revenues for the three months ended March 31, 2022, compared to a net loss of $4.60 million on $13.86 million of revenues for the three months ended March 31, 2021. "We commenced 2022 with a strong first quarter performance, including U.S. sales up 33% and total sales up 20% on a year-over-year basis. Perhaps most exciting to our business transformation efforts, we demonstrated sequential growth across all of our product lines in the first quarter overcoming both historical seasonal order patterns and impact from the Omicron outbreak throughout the quarter," said Chas McKhann, Apollo's president and CEO. "We continue to focus on driving increased utilization of our therapeutic endoscopy portfolio in 2022 as we leverage our expanded sales team and growing adoption of our platforms." As of March 31, 2022, the Company had $125.02 million in total assets, $69.98 million in total liabilities, and $55.03 million in total stockholders' equity. Liquidity and Capital Resources Apollo stated, "We have experienced operating losses since inception and have an accumulated deficit of $305.9 million as of March 31, 2022. To date, we have funded our operating losses and acquisitions through equity offerings, term loans, and the issuance of debt instruments. Our ability to fund future operations and meet debt covenant requirements will depend upon our level of future revenue and operating cash flow and our ability to access future draws on our existing credit facility, or additional funding through either equity offerings, issuances of debt instruments or both. "Management believes its existing cash and cash equivalents, cash from operations, additional term loans available upon certain thresholds under the Term Loans and access to financing sources will be sufficient to meet covenant, liquidity and capital requirements for the next twelve months and beyond. Management periodically evaluates our liquidity requirements, alternative uses of capital, capital needs and available resources. Any future cash requirements will depend on many factors including market acceptance of our products, the cost of our research and development activities, the cost and timing of additional regulatory clearance and approvals, the cost and timing of identified gross margin improvement projects, the cost and timing of clinical programs, the ability to maintain covenant compliance with our lending facility, and the cost of sales, marketing, and manufacturing activities. We may be required to seek additional equity or debt financing. As a result of this process, we have in the past, and may in the future, explore alternatives to finance our business plan, including, but not limited to, sales of common stock, preferred stock, convertible securities or debt financings, reduction of planned expenditures, or other sources, although there can be no assurances that such additional funding could be obtained. If we are unable to raise additional capital when desired, our business operating results and financial condition could be adversely affected." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001251769/000125176922000034/apen-20220331.htm About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $24.68 million for the year ended Dec. 31, 2021, a net loss of $22.61 million for the year ended Dec. 31, 2020, and a net loss of $27.43 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $71.08 million in total assets, $71.17 million in total liabilities, and a total stockholders' deficit of $92,000. ARCHDIOCESE OF SANTA FE: Selling Penasco Asset to Merced for $23.5K ------------------------------------------------------------------- Roman Catholic Church of The Archdiocese of Santa Fe asks the U.S. Bankruptcy Court for the District of New Mexico to authorize the sale of approximately 1.07 acres of real property with a church building and cemetery on it located at 8 Camino de Abajo, in Penasco, New Mexico, to Merced de Santa Barbara for $23,500. The Debtor is the owner of the Property. On March 1, 2022, the Debtor and the Buyer, also known as the Santa Barbara Land Grant, a Merced, executed a Real Estate Purchase Agreement. Pursuant to the terms of the Contract, which are subject to the approval of the Court, the Buyer has agreed to purchase, and the Debtor has agreed to sell the Property for $23,500. The Property is difficult to value and market because the Property is located in a very rural part of the state, and potential buyers for the Property are scarce. The Debtor received a broker's opinion of value for the Property, which estimates the value of the Property to be approximately $23,500. The Buyer has agreed to pay the Purchase Price, which is equal to the estimated value of the Property. This consideration is fair and reasonable under the circumstances. The Property is a small parcel of land in one of the most rural areas of the state. The Debtor has not been able to find a broker to market the Property. The Debtor requests that the sale of the Property be free and clear of all liens, claims, and interests with any such liens, claims, and interests to attach to the net sale proceeds. Upon information and belief, there are no liens filed of record attaching to the Property. The Debtor is not aware of any other claims or interests attaching to the Property. The Debtor requests that the Court waives the 14-day stay of an order resulting from the Motion otherwise required by Fed. R. Bankr. P. 6004(h). A copy of the Purchase Agreement is available at https://tinyurl.com/yckw65hh from PacerMonitor.com free of charge. About Roman Catholic Church of The Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe -- https://www.archdiosf.org/ -- is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present, the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. It reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. Judge David T. Thuma oversees the case. The archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel; Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and REDW, LLC as accountant. Liz McGuire, associate broker with Coldwell Banker Legacy, is the real estate broker. AVIENT CORP: Egan-Jones Cuts Senior Unsecured Ratings to BB- ------------------------------------------------------------ Egan-Jones Ratings Company on April 21, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Avient Corporation to BB- from B+. Headquartered in Avon Lake, Ohio, Avient Corporation is an international polymer services company with operations in North America, Europe, Asia, Australia, and South America. AYRO INC: Incurs $4.6 Million Net Loss in First Quarter ------------------------------------------------------- Ayro Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.58 million on $1.03 million of revenue for the three months ended March 31, 2022, compared to a net loss of $5.63 million on $788,869 of revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $73.07 million in total assets, $3.60 million in total liabilities, and $69.46 million in total stockholders' equity. As of March 31, 2022, the Company had $43.49 million in cash, $19.98 million in marketable securities and working capital of $68.34 million. As of Dec. 31, 2021, the Company had $69.16 million in cash and working capital of $72.31 million. The decrease in cash and working capital was primarily a result of its operating loss. "The first quarter of 2022 can be characterized as one of efficient and strong performance. We accomplished everything we previously committed to doing on our last earnings call. We recognized record revenue, continued to reduce total operating expenses, narrowed net loss, and made excellent progress on the development of the AYRO Z next-generation, light-duty electric vehicle with a continued focus on launching the AYRO Z by year-end," commented AYRO CEO Tom Wittenschlaeger. "On the strength of record unit sales of the Club Car Current, revenue in the first quarter of 2022 increased 30% year-over-year and 26% sequentially to a record $1.03 million. This marks the first time in AYRO history that quarterly revenue surpassed $1 million. Customers are increasingly finding the value in having an electric, light-duty utility vehicle with zero emissions that can be configured to suit their needs. We continue to expect sequentially higher revenue in the second quarter of 2022, despite global supply chain challenges. "Due to our continued conscious and stringent cost-cutting, we reduced our net loss by $3.2 million sequentially. Our net loss is also down approximately $7.4 million from the net loss in the third quarter of 2021, which was the last quarter prior to my appointment as CEO. Vigilant expense control and discipline is a vital component of our strategy, even as we recognize record revenue as we have the last two quarters, and continue with the development of the AYRO Z. We believe our cash and marketable securities balance of $63.5 million provides us the necessary cushion to execute our strategic plan of strengthening our leadership in the low-speed electric vehicle market. "With respect to the AYRO Z development, we remain on target and on budget for a year-end launch. The AYRO Z is 70% successfully sourced, and the first prototype is currently in fabrication. We are currently prepping the factory at our Round Rock, Texas facility to begin manufacturing of the AYRO Z later in the year and are confident that this model refresh vehicle will provide significant technology and ergonomic upgrades over our first light-duty utility vehicle, the Club Car Current. "I appreciate the support of our shareholders and the dedication from our employees and partners in doing all they can to deliver record results while also building for the future. I look forward to providing additional updates on our progress in the future and keeping investors apprised of our progress," concluded Mr. Wittenschlaege. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1086745/000149315222011720/form10-q.htm About AYRO Texas-based AYRO, Inc., formerly known as DropCar, Inc. -- http://www.ayro.com-- engineers and manufactures purpose-built electric vehicles to enable sustainable fleets. AYRO's EVs are an eco-friendly microdistribution alternative to gasoline vehicles. Ayro reported a net loss of $33.08 million for the year ended Dec. 31, 2021, a net loss of $10.76 million for the year ended Dec. 31, 2020, a net loss of $8.66 million for the year ended Dec. 31, 2019, and a net loss of $18.75 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $78.13 million in total assets, $4.70 million in total liabilities, and $73.42 million in total stockholders' equity. BASA INVESTMENTS: Rental Income & Sale Proceeds to Fund Plan ------------------------------------------------------------ Basa Investments, LLC, Shepherd Realty Investments, Inc. and Damaca Investments, LLC submitted a Joint Sub-chapter V Plan of Reorganization dated May 2, 2022. The Debtors, Basa, Damaca and Shepherd are three corporate entities entirely owned by Mr. Ariel Banegas their only member and shareholder. Combined, the Debtors own seven (7) properties. The Debtors filed Chapter 11 bankruptcy in an effort to restructure their debts, streamline their financial structure, and attempt to resolve ongoing litigation with various creditors. As to the ongoing litigation, the Debtors are defendants in several cases which affect the Properties. The Debtors filed Bankruptcy to protect the Properties, negotiate with valid creditors, and litigate/settle invalid claims against the Properties. The Debtors have been involved in litigation with various parties since 2018. Protecting the Debtors interest has come at great expense to the Debtors. The Debtors, has been poorly represented in state court which has resulted in various unfounded claim being made against them including an unfounded judgment for construction work which was never finished in one of the Properties. The Debtors sought Bankruptcy protection to right all of the wrongs against them. The Plan will be funded from the rents generated from the Properties as well net proceeds from the sale of the property located at 2324 South Congress which the Debtors believe will net approximately $98,000.00. The largest percentage of Debtors' debt is debt associated with the improvements on the properties from investors the Debtors have had to engage in the recent years. The administrative claim for legal fees of Cuneo, Reyes & Luna LLC are being paid by from net proceeds of the sale of the Debtors' property located at 2324 South Congress. Class 8 consists of General Unsecured Claims against Basa totaling $0.00. The Class 8 Creditors will not receive any payments from this plan. The percentage of distribution is 0%. This Class 8 is impaired. * POC 6-1 in the amount of 125,000.00, filed by Veronel 15 LLC (POC 6-1) will be objected to in its totality. * POC 5-1 filed by Robinson Law PA is disputed in its totality. Debtor will file an objection to Robinson Law PA's claim and will seek to make no payments with respect to this claim. Class 13 consists of General Unsecured Claims against Shepherd. To date, no unsecured claims have been filed and the Debtor does not forsee any valid claims from being filed. To the extent Liliana Daza files a proof of claim, the Debtor intends to object same in its totality. Robinson Law PA has not filed a proof of claim in this case but the Debtor expects a proof of claim to be filed. To the extent a proof of claim is filed, the Debtor intends to object to same in its totality. A full-text copy of the Joint Subchapter V Plan dated May 2, 2022, is available at https://bit.ly/3KXCQ7U from PacerMonitor.com at no charge. Attorney for Debtors: Laudy Luna, Esq. Cuneo, Reyes & Luna, LLC 2655 S. Le jeune Rd., Suite 804 Coral Gables, FL 33134 Tel: (786) 332-6787 Fax: (786) 204-0687 Email: ll@crllawgroup.com About Basa Investments Basa Investments, LLC is the owner of two real properties and a commercial property in Florida, having a total current value of $1.07 million. The company is based in Lake Worth, Fla. Basa Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-10741) on Jan. 31, 2022, listing $1.07 million in assets and $1.50 million in liabilities. Ariel Banegas, managing member, signed the petition. Judge Erik P. Kimball oversees the case. Laudy Luna, Esq., at Cuneo, Reyes & Luna, LLC serves as the Debtor's legal counsel. BASIC ENERGY: Proposes Private Sale of Assets to Dixie II for $400K ------------------------------------------------------------------- Basic Energy Services Inc. and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize their private sale of assets to Dixie II for $400,000, in accordance with the terms of their Purchase and Sale Agreement. Objections, if any, must be filed within 21 days from the date the Motion was filed. The Debtors seeks to sell the Asset to Dixie II. The Asset is more fully described in Section 2.01 and Exhibit A to the PSA. It includes all of Basic's interests in certain parcels of real property which have historically been used as oilfield servicing yards including any remaining miscellaneous equipment remaining on the parcels. Dixie II agreed to purchase the Asset from the Debtors for the gross purchase price of $400,000. The Debtors have a sound business justification for selling and assigning the Asset to Dixie II under the terms of the PSA. They are pursuing an orderly liquidation of their assets, with the goal of maximizing recoveries for their creditors. If the Debtors are not allowed to sell the Asset, their estates will be deprived of the opportunity to monetize the Asset at the highest possible price. The PSA was negotiated pre- and post-petition at arms'-length after an extensive, multi-month marketing process managed by Jones Lang LaSalle ("JLL"). JLL identified several interested buyers. It issued a BPO as to the value of the Asset. After marketing the Asset at market rate, JLL received many inquiries on the Asset. Dixie II made the best offer for the Asset. The proposed Sale and Assignment is in the best interest of its estate and its creditors and is consistent with the Debtors' reasonable business judgment. The Debtors request that the Court approves the proposed private Sale of the Asset in accordance with the PSA. The Debtors request that the Asset be sold to the Buyer free and clear of all liens, claims, and encumbrances, with such liens, claims, and encumbrances attaching to the proceeds of the Sale of the Asset. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Debtors request that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). About Basic Energy Services Basic Energy Services, Inc. -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Jackson Walker LLP as bankruptcy counsel, Gray Reed & McGraw LLP as special counsel, Alixpartners LLP as restructuring advisor, Lazard Freres & Company as investment banker, and Province, LLC as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsels. Riveron RTS, LLC is the committee's financial advisor. BASIC ENERGY: Selling Assets for $1.4 Million to Bill Elliot ------------------------------------------------------------ Basic Energy Services Inc. and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize their private sale of assets to Bill Elliot for $1.4 million, in accordance with the terms of their Purchase and Sale Agreement. Objections, if any, must be filed within 21 days from the date the Motion was filed. The Debtors seek to sell and assign the Assets to Elliott. The Assets are more fully described in Section 2.01 and Exhibit A to the PSA. They include all of Basic's interests in certain parcels of real property which have historically been used as oilfield servicing yards including any remaining miscellaneous equipment remaining on the parcels. Elliott agreed to purchase the Assets from the Debtors for the gross purchase price of $1.4 million. The Debtors have a sound business justification for selling and assigning the Assets to Elliott under the terms of the PSA. The Debtors are pursuing an orderly liquidation of its assets, with the goal of maximizing recoveries for its creditors. If they are not allowed to sell the Assets, their estates will be deprived of the opportunity to monetize the Assets at the highest possible price. The PSA was negotiated postpetition at arms'-length after an extensive, multi-month marketing process managed by Jones Lang LaSalle ("JLL"). JLL identified several interested buyers and with the Debtors ultimately determined that selling the Assets in a bundle would maximize value to the company. Various offers were received for individual parts of the Assets. Some offers for the individual parts provided a higher valuation than the what was offered by Elliott. After negotiations with Elliott, Elliott raised the valuation for said individual parts. Elliott made the best offer for the Assets. The proposed Sale and Assignment is in the best interest of the estate and the Debtors' creditors and is consistent with the Debtors' reasonable business judgment. The proposed private Sale to the Buyer is appropriate in light of the facts and circumstances of the chapter 11 case. The Debtors request that the Court approves the proposed private Sale of the Assets in accordance with the PSA. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Debtors request that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). About Basic Energy Services Basic Energy Services, Inc. -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Jackson Walker LLP as bankruptcy counsel, Gray Reed & McGraw LLP as special counsel, Alixpartners LLP as restructuring advisor, Lazard Freres & Company as investment banker, and Province, LLC as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsels. Riveron RTS, LLC is the committee's financial advisor. BASIC ENERGY: Selling Assets for $1.75 Million to 7740 Hwy 21 ------------------------------------------------------------- Basic Energy Services Inc. and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize their private sale of assets to 7740 Hwy 21 Joint Venture for $1.75 million, in accordance with the terms of their Purchase and Sale Agreement. Objections, if any, must be filed within 21 days from the date the Motion was filed. The Debtors seek to sell the Assets to 7740 Hwy 21. The Assets are more fully described in Section 1.1 and Exhibit A to the PSA. They include all of Basic's interests in certain parcels of real property which have historically been used as oilfield servicing yards including any remaining miscellaneous equipment remaining on the parcels. 7740 Hwy 21 agreed to purchase the Assets from the Debtors for the gross purchase price of $1.75 million. The Debtors request that the Sale to Buyer be free and clear of all liens, claims, interests, and encumbrances, with such liens, claims, and encumbrances attaching to the proceeds of the Sale of the Assets. The Debtors have a sound business justification for selling and assigning the Assets to 7740 Hwy 21 under the terms of the PSA. The Debtors are pursuing an orderly liquidation of its assets, with the goal of maximizing recoveries for its creditors. If they are not allowed to sell the Assets, their estates will be deprived of the opportunity to monetize the Assets at the highest possible price. The PSA was negotiated postpetition at arms'-length after an extensive, multi-month marketing process managed by Jones Lang LaSalle ("JLL"). JLL identified several interested buyers and with the Debtors ultimately determined that selling the Assets in a bundle would maximize value to the company. One property was being marketed prepetition, and was subsequently marketed postpetition along with the rest of the properties. 7740 Hwy 21 was in the process of purchasing the property being marketed prepetition and ultimately offered to purchase all the Assets. 7740 Hwy 21 made the best offer for the Assets. The proposed Sale and Assignment is in the best interest of the estate and the Debtors' creditors and is consistent with the Debtors' reasonable business judgment. The proposed private Sale to the Buyer is appropriate in light of the facts and circumstances of the chapter 11 case. he Debtors request that the Court approves the proposed private Sale of the Assets in accordance with the PSA. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Debtors request that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). About Basic Energy Services Basic Energy Services, Inc. -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Jackson Walker LLP as bankruptcy counsel, Gray Reed & McGraw LLP as special counsel, Alixpartners LLP as restructuring advisor, Lazard Freres & Company as investment banker, and Province, LLC as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsels. Riveron RTS, LLC is the committee's financial advisor. BASIC ENERGY: Selling Freestone County Parcel for $65K to Britco ---------------------------------------------------------------- Basic Energy Services Inc. and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize their private sale of a parcel of land situated in Freestone County, Texas, to Britco Structures USA LLC for $65,000, in accordance with the terms of their Purchase and Sale Agreement. Objections, if any, must be filed within 21 days from the date the Motion was filed. The Debtors seek to sell and assign the Asset to Britco. The Asset is more fully described on Exhibit A to the PSA. Britco agreed to purchase the Assets from the Debtor for the gross purchase price of $65,000. The Debtors have a sound business justification for selling and assigning the Asset to Britco under the terms of the PSA. They are pursuing an orderly liquidation of its assets, with the goal of maximizing recoveries for its creditors. If they are not allowed to sell the Assets, their estates will be deprived of the opportunity to monetize the Assets at the highest possible price. The PSA was negotiated prepetition at arms'-length. Initially, the Debtors were approached by the owner of a neighboring property about possible purchase of the Asset. Jones Lang LaSalle ("JLL") issued a BPO on the value of the Asset. After an extensive, multi-month marketing process managed by JLL, Britco was the only interested buyer. Britco made the best offer for the Asset. The proposed Sale and Assignment is in the best interest of the estate and the Debtors' creditors and is consistent with the Debtors' reasonable business judgment. The proposed private Sale to the Buyer is appropriate in light of the facts and circumstances of the chapter 11 case. The Debtors request that the Court approves the proposed private Sale of the Assets in accordance with the PSA. The Debtors request that the Asset be sold to the Buyer free and clear of all liens, claims, and encumbrances, with such liens, claims, and encumbrances attaching to the proceeds of the Sale of the Asset. An expeditious closing of the Sale is necessary and appropriate to maximize value for the estate. Accordingly, the Debtors request that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). About Basic Energy Services Basic Energy Services, Inc. -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Jackson Walker LLP as bankruptcy counsel, Gray Reed & McGraw LLP as special counsel, Alixpartners LLP as restructuring advisor, Lazard Freres & Company as investment banker, and Province, LLC as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsels. Riveron RTS, LLC is the committee's financial advisor. BEACHSIDE BINGO: Patel Buying Chairs, TVs, Tables and Safe for $20K ------------------------------------------------------------------- Beachside Bingo, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to sell chairs, television sets, tables, a PA System and a safe located at the Goldmine Bingo Hall in Milton, Florida, to Mr. Prashant Patel for $20,000. Amended Schedule B of Debtor's schedules reflects that the ownership of the Assets which was valued at $7,500. Post-Petition, the Debtor, in an effort to help the estate, had an opportunity to sell the Assets of the estate for more than fair market value. While it should have sought Court approval first, the Debtor's principal thought he was acting in the best interest of the creditors by selling the Assets to a purchaser in the ordinary course of business and thereby generating more revenue than would have been received at liquidation. The funds from this sale totaling $20,000 were deposited into the Debtor's DIP account and remain there today. There are liens that would have attached to this property, thus no lien holder would have been adversely affected by the sale. Additionally, no creditor was adversely affected by the sale of the property as the funds were deposited directly into the Debtor's DIP account and are being held for the benefit of the creditors. While the sale of these Assets has already transpired, following discussions with U.S. Trustee, the Sub V. Trustee, and the counsel for all creditors in the case, all parties agreed that it was in the best interest of full disclosure and a clean record to file the instant motion to memorialize the transaction in the case. The Debtor has been fully advised as to the rules and regulations governing them in the case, and this issue will not arise again. The Debtor prays the Court will enter an Order approving the sale of the Assets to Mr. Patel for $20,000 and hold all funds in the DIP account for the benefit of creditors until the Court enters an Order authorizing distribution pursuant to the plan which has been filed in the case. About Beachside Bingo Beachside Bingo, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 22-50008) on Jan. 6, 2022, listing up to $500,000 in assets and up to $50,000 in liabilities. Jodi D. Dubose serves as Subchapter V trustee. Judge Karen K. Specie oversees the case. The Debtor tapped Michael Austen Wynn, Esq., at Charles M. Wynn Law Office, PA as legal counsel and Georgia Evans at Professional Management Systems, Inc. as accountant. BIOLASE INC: All Four Proposals Approved at Annual Meeting ---------------------------------------------------------- Biolase, Inc. held its 2022 annual meeting of stockholders at which the stockholders: (1) elected John R. Beaver, Jonathan T. Lord, M.D., Kathleen T. O'Loughlin, D.D.S., Jess Roper, Martha Somerman, D.D.S., Carol Gomez Summerhays, D.D.S., and Kenneth P. Yale, D.D.S., J.D. as directors; (2) voted, on an advisory basis, to approve the compensation of the Company's named executive officers; (3) approved the adoption of an amendment to the Certificate of Incorporation to effect a reverse stock split of Company common stock (without reducing the authorized number of shares of Company common stock), if and when determined by the Company's Board of Directors; and (4) ratified the appointment of BDO USA, LLC as the Company's independent registered public accounting firm for the year ending Dec. 31, 2022. Following the Annual Meeting, the Company's Board of Directors approved a final split ratio of one-for-twenty-five (1:25). Following such approval, the Company filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m. Eastern Time on April 28, 2022. About Biolase BIOLASE -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. BIOLASE's proprietary laser products incorporate approximately 300 patented and 35 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.16 million for the year ended Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $55.28 million in total assets, $30.08 million in total liabilities, and $25.21 million in total stockholders' equity. BLACKBERRY LIMITED: Egan-Jones Keeps CCC Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Waterloo, Canada, BlackBerry Limited provides intelligent security software solutions. BOSTON SCIENTIFIC: Egan-Jones Keeps BB+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on April 21, 2022, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Boston Scientific Corporation. Headquartered in Marlborough, Massachusetts, Boston Scientific Corporation develops, manufactures, and markets minimally invasive medical devices. BOY SCOUTS: Unsecureds to Receive $25 MIllion in Plan ----------------------------------------------------- Boy Scouts of America and Delaware BSA, LLC submitted a Third Modified Fifth Amended Chapter 11 Plan of Reorganization. Under the Plan, holders of Class 6 General Unsecured Claims will receive, subject to the holder's ability to elect Convenience Claim treatment on account of the Allowed General Unsecured Claim, its Pro Rata Share of the Core Value Cash Pool up to the full amount of such Allowed General Unsecured Claim. On each Distribution Date, the Disbursing Agent shall distribute to each holder of an Allowed General Unsecured Claim an amount equal to such holder's Pro Rata Share of (1) the total balance of the Core Value Cash Pool as of such date, less (2) the balance of the Disputed Claims Reserve. Class 6 is impaired. Distributions under the Plan shall be funded from the following sources: * the Debtors shall fund Distributions on account of and satisfy Allowed General Unsecured Claims exclusively from the Core Value Cash Pool; * the Settlement Trust shall fund distributions on account of and satisfy compensable Abuse Claims in accordance with the Trust Distribution Procedures from the Settlement Trust Assets; * the Debtors shall satisfy 2010 Credit Facility Claims, 2019 RCF Claims, 2010 Bond Claims, and 2012 Bond Claims in accordance with the terms of the Restated 2010 Bond Documents, the Restated 2012 Bond Documents and the Restated Credit Facility Documents, as applicable; and * the Debtors shall fund Distributions on account of and satisfy all other Allowed Claims with Unrestricted Cash and Investments on hand on or after the Effective Date in accordance with the terms of the Plan and the Confirmation Order. "Core Value Cash Pool" means Cash in the aggregate amount of $25,000,000 for purposes of making Distributions to holders of Allowed General Unsecured Claims and, subject to the terms of Article III.B.9, holders of Allowed Non-Abuse Litigation Claims. Reorganized BSA shall fund the Core Value Cash Pool in accordance with Article V.P. "Settlement Trust" means the trust organized under the laws of the state of Delaware and established under Article IV and the Settlement Trust Agreement for the purposes set forth therein, including assuming liability for all Abuse Claims, holding, preserving, maximizing, and administering the Settlement Trust Assets, and directing the processing, liquidation and payment of all compensable Abuse Claims in accordance with the Settlement Trust Documents. "Settlement Trust Assets" means the following assets and any income, profits and proceeds realized, received or derived from such assets subsequent to the transfer of such assets to the Settlement Trust: a. the BSA Settlement Trust Contribution; b. the Local Council Settlement Contribution; c. the Chartered Organization Contribution, including the Supplemental LC Contribution, and the Settlement Growth Payment; d. the Contributing Chartered Organization Settlement Contribution, including the TCJC Settlement Contribution and United Methodist Settlement Contribution; e. the Participating Chartered Organization Settlement Contribution; and f. any and all funds, proceeds or other consideration contributed to the Settlement Trust under the terms of any Insurance Settlement Agreement; and g. any rights, claims, or assets of a holder of a Direct Abuse Claim that is assigned to the Settlement Trust pursuant to the terms of the Trust Distributions Procedures and Settlement Trust Agreement. "Trust Distribution Procedures" means the Boy Scouts of America Trust Distribution Procedures for Abuse Claims, substantially in the form attached hereto as Exhibit A, as the same may be amended or modified from time to time in accordance with the terms thereof, which shall be acceptable to (a) the Debtors, the Ad Hoc Committee, the Coalition, the Tort Claimants' Committee, and the Future Claimants' Representative and (b) the Creditors' Committee with respect to the treatment of Non-Abuse Litigation Claims. "Unrestricted Cash and Investments" means all Cash and balance sheet investments owned by the Debtors as of the date that is immediately prior to the Effective Date, inclusive of the proceeds of the sale of Scouting University and the Warehouse and Distribution Center, if the sale of the Warehouse and Distribution Center is closed prior to the Effective Date, that are not subject to legally enforceable restrictions requiring the use or disposition of such assets for a particular purpose. Attorneys for the Debtors: Jessica C. Lauria, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 819-8200 Email: jessica.lauria@whitecase.com ??? and ??? Michael C. Andolina, Esq. Matthew E. Linder, Esq. Laura E. Baccash, Esq. Blair M. Warner, Esq. WHITE & CASE LLP 111 South Wacker Drive Chicago, Illinois 60606 Telephone: (312) 881-5400 Email: mandolina@whitecase.com mlinder@whitecase.com laura.baccash@whitecase.com blair.warner@whitecase.com Derek C. Abbott, Esq. Andrew R. Remming, Esq. Paige N. Topper, Esq. Tori L. Remington MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor, P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Email: dabbott@morrisnichols.com aremming@morrisnichols.com ptopper@morrisnichols.com tremington@morrisnichols.com A copy of the Plan dated Apr. 22, 2022, is available at https://bit.ly/3MnPQ7U from Omni Agent Solutions, the claims agent. 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. BRADY L. SKINNER: Selling Interest in Washington Property for $315K ------------------------------------------------------------------- Brady L. Skinner asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize his sale of any interest of the estate in the real property located at the address of 170 Winchcombe Drive, in Washington, Ohio 4545, owned by SKS Real Estate, LLC, to Deng C. Koul and Tiraza Kuol Deng for $315,000. SKS Real Estate is an Ohio limited liability company, of which the Debtor is the sole member, and by Donni, LLC, an Ohio limited liability company, of which the Debtor's sister, Donalda Gourley, is the sole member. The Winchcombe Drive Property is subject to an approximately $77,000 mortgage in favor of Brookville National Bank, which was recorded on Sept. 5, 2013, and was an obligation incurred by Stuart Skinner. On Oct. 6, 2021, 217 Funding, LLC recorded a Certificate of Judgment against the Debtor in the Office of the Montgomery County Clerk of Common Pleas Court, as Judgment No. 2021CJ217584. By virtue of the filing of the Certificate of Judgment, 217 Funding's judgment lien attached to the Winchcombe Drive Property. SKS Real Estate was created in November 2021 to limit the Debtor's liability associated with the operation and holding of four parcels of real estate he and his sister, Ms. Gourly, received from their brother's probate estate. On Nov. 8, 2021, the Debtor transferred his one-half interest in each of the four parcels of real estate, including the Winchcombe Drive Property, to SKS Real Estate, subject to 217 Funding???s judgment lien. See Statement of Financial Affairs, Item 18.6 Around the same time period, Ms. Gourley also transferred her interest in the Winchcombe Drive Property to Donni, LLC. On Feb. 3, 2022, the Debtor filed his Schedules. In response to Item 19 on the Schedules, the Debtor listed his 100% membership interest in SKS Real Estate and disclosed that the SKS Real Estate owned the Debtor???s one-half interest in four parcels of real estate subject to mortgages and judgment liens. The Debtor, on behalf of SKS Real Estate, and Ms. Gourly, on behalf of Donni, LLC, have executed a contract to sell the Winchcombe Drive Property to the Buyers for $315,000. The sale was scheduled to close on April 29, 2022. The sale of the Winchcombe Drive Property will not generate any income for bankruptcy estate. Rather, after payment of the mortgage and other customary closing expenses, the Debtor estimates that 217 Funding will receive approximately $40,000 to $45,000 at closing on account of its judgment lien against the Winchcombe Drive Property. In an abundance of caution, the Debtor requests authority to sell any interest of the bankruptcy estate in the Winchcombe Drive Property and to authorize him to execute all contracts, agreements, and other documents necessary to effectuate the sale of the Winchcombe Drive Property by SKS Real Estate. A copy of the Contract to Purchase is available at https://tinyurl.com/5j52xraz from PacerMonitor.com free of charge. Brady L. Skinner sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 22-00445) on Feb. 3, 2022. The Debtor tapped Kathleen DiSanto, Esq., at Bush Ros, P.A. as counsel. BRICKHCHURCH ENTERPRISES: Files for Bankruptcy in New York ---------------------------------------------------------- Brickchurch Enterprises Inc. filed for chapter 11 protection in the Eastern District of New York. According to court filing, Brickchurch Enterprises estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. About Brickchurch Enterprises Brickchurch Enterprises Inc. is the fee simple owner of a residential single-family guest house which is part of a four-acre residential ocean-front estate property compound consisting of a mansion as the main house). The Property, which is located at 366 Gin Lane Southampton, NY, has an appraised value of $63 million. Brickchurch Enterprises Inc. sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.in the Eastern District of New York (Case No. 22-70914) on May 1, 2022. In the petition filed by Louise Blouin, as director, Brickchurch Enterprises estimated assets between $50 million and $100 million and liabilities of $50 million and $100 million. The case is assigned to Honorable Bankruptcy Judge Alan S. Trust. Craig D. Robins, Esq., of the LAW OFFICES OF CRAIG D. ROBINS, is the Debtor's counsel. CALAMP CORP: 272 Capital Nominates Six Directors to Board --------------------------------------------------------- CalAmp has received notice from 272 Capital Master Fund Ltd., in collaboration with Michael Burdiek and Garo Sarkissian, that it has nominated six director candidates to stand for election to the CalAmp Board of Directors at the Company's 2022 Annual Meeting of Stockholders. Mr. Burdiek served as chief executive officer of CalAmp until 2020, and Mr. Sarkissian served as the Company's senior vice president of Corporate Development until 2019. Over the past two years, CalAmp's management team, which has been bolstered since the Board chose not to renew Mr. Burdiek's contract in March 2020, has made meaningful progress executing a comprehensive transformation from a telematics device-based business to a stronger, more versatile software and subscription services company. The Company's transformation strategy is working and delivering results, as demonstrated by its strong quarterly performance reported on April 28th. The Company is stronger today and better positioned than it has ever been, with a realistic strategic path toward sustainable and long-term growth and profitability. Amal Johnson, Chair of the Board of Directors, said, "CalAmp's Board of Directors and senior leadership team are focused on stockholder value creation. We appreciate and take seriously that our core focus is to deliver for stockholders. Every decision we have made, and every initiative we are undertaking, has been done to advance our transformation and improve the business, increase profitability and deliver value. There is more work to be done, but we have made measurable progress since Jeff Gardner was appointed CEO and began to execute on a well-thought-out, realistic plan to transition the business to a recurring subscription revenue model with a focus on long-term growth and profitability." CalAmp has taken decisive steps to grow its subscription-based business and deliver greater, more predictable revenue streams. Among its many recent strategic decisions, the Company has: * Streamlined its operations, including exiting the low-margin Automotive Vehicle Finance business and selling the LoJack North America business * Established CEO-led customer success initiatives * Improved product development processes to introduce new software offerings * Reclaimed preferred vendor status with its largest customer * Implemented new measures to improve employee engagement and morale * Strengthened management team across worldwide operations * Launched formal transformation project to accelerate transition to software and subscriptions revenue model, and * Strengthened the Board by adding individuals with deep industry experience and SaaS expertise. The efforts of CalAmp's collective team have resulted in: * Software and Subscription Services (S&SS) revenue increasing 13% sequentially and 19% year-over-year in the fourth quarter of fiscal 2022 * The successful transition to S&SS arrangements of one-fifth of the Company's eligible telematics device customers, with the expectation to convert the remaining customers throughout fiscal 2023 * S&SS revenues representing a record 60% of total revenues * Remaining Performance Obligations (RPO) increasing 47% to $200.1 million year-over-year, and * Customer subscriber base growing to 1.1 million, an 11% increase year-over-year. CalAmp's Board of Directors comprises eight strong and experienced directors who are highly engaged in the Company's strategic plan and operations. Four of eight directors have joined the Board during the last three years and the Company'sr average Board tenure is now 4.5 years. The Board is confident that its directors have the right mix of skills, experience and diversity to oversee and guide CalAmp's execution of its long-term strategy, while also upholding its commitment to best practices in corporate governance, sustainability and environmental protection. The Company stated, "The CalAmp Board welcomes constructive engagement with stockholders and is open to feedback to help further the Company's transformation. In fact, members of our Board and management regularly engage with stockholders to solicit their viewpoints; this dialogue is deeply valued and has informed our strategic thinking. It is therefore astonishing that neither 272 Capital Master Fund Ltd. nor Messrs. Burdiek or Sarkissian heretofore have attempted to engage with, meet with, share viewpoints with, or otherwise reach out to discuss the business prior to nominating a controlling slate of directors." CalAmp's Governance and Nominating Committee will carefully review and consider the nominated director candidates to assess their qualifications and ability to serve on the CalAmp Board of Directors. The Board will present its formal recommendation regarding director nominees in the Company's proxy statement and other materials to be filed with the Securities and Exchange Commission and mailed to all stockholders eligible to vote at the 2022 Annual Meeting. The date of the Company's 2022 Annual Meeting of Stockholders has not yet been announced. Stockholders are not required to take any action at this time. About CalAmp CalAmp Corp. is a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. It solves complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, and consumer vehicles by providing solutions that track, monitor, and recover their vital assets. The data and insights enabled by CalAmp solutions provide real-time visibility into a user's vehicles, assets, drivers, and cargo, giving organizations greater understanding and control of their operations. Ultimately, these insights drive operational visibility, safety, efficiency, maintenance, and sustainability for organizations around the world. Calamp reported a net loss of $27.99 million for the year ended Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb. 28, 2021, and a net loss of $79.30 million for the year ended Feb. 29, 2020. CALAMP CORP: Egan-Jones Keeps CCC Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by CalAmp Corp. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Irvine, California, CalAmp Corp. delivers wireless access and computer technologies. CAMDEN DIOCESE: Insurers Slam New Chapter 11 Plan ------------------------------------------------- Ryan Harroff of Law360 reports that the insurers for Camden Roman Catholic Diocese slammed its bid to shorten the approval time on its newest Chapter 11 bankruptcy disclosure statement, arguing the diocese has presented something "vastly different" from what the court's order called for and cannot rush through its review. In a pair of oppositions filed Wednesday, May 4. 2022, in New Jersey bankruptcy court, Certain Underwriters at Lloyd's, London and Certain London Market Companies, as well as Interstate Fire & Casualty Co., said the diocese of Camden, New Jersey, broke from the court's May 2, 2022 order by filing an entirely new Ch. 11 plan, instead of just an updated disclosure. 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. CARPENTER REALTY: Unsecureds to be Paid in Full in Liquidating Plan ------------------------------------------------------------------- Carpenter Realty Corporation and its Debtor Affiliates submitted a Joint Small Business Plan of Liquidation dated May 2, 2022. This Plan provides for the appointment of the Subchapter V Trustee, Holly S. Miller to be the Plan Administrator, pursuant to a Liquidating Trust Agreement which will be filed as a supplement to this Plan prior to Confirmation. The Liquidating Trust will take title to the Debtors' assets. While the Liquidating Trust Agreement will control, it is expected that the Plan Administrator will be responsible for (i) conducting sales of the Debtors' properties to the buyer or buyers that submit the highest and best offers through a fair and open Section 363 1 sales process or processes approved by the Bankruptcy Court, (ii) prior to such sales, maintaining the Debtors' properties and businesses with existing management; (iii) after such sales, cooperating with non-debtor The Andorra Ridge Company (f/k/a 7Up Bottling Co. of Philadelphia, Inc.) ("Andorra") to implement the PBGC Settlement Agreement and winding???down the remaining aspects of the Debtors' affairs, (iv) liquidating, by conversion to cas h or other methods, any remaining assets as expeditiously as reasonably possible, (v) resolving disputed claims as appropriate, (vi) administering and taking such actions as are necessary to effectuate this Plan including making distributions required by this Plan, and (vii) filing appropriate tax returns. The Plan Administrator will use the proceeds generated from the sales of properties and other assets to (i) pay costs of administration, including costs for any independent fiduciary required under the PBGC Settlement Agreement to become a named trustee of the 7-Up Bottling Company of Philadelphia, Inc. Pension Plan (the "Pension Plan") and the Trust Agreement for the Pension Plan (the "Plan Fiduciary Costs"), (ii) fund the Escrow Account required under the PBGC Settlement Agreement (the cost of such funding, the "Escrow Account Funding Costs"), and (iii) fund payments to creditors and to Equity Interest holders to the extent provided under this Plan. This Plan of Liquidation contemplates that the net proceeds of the sales will generate sufficient cash to pay in full all Escrow Account Funding Costs, Allowed Administrative Expense Claims , (including any Plan Fiduciary Costs), Allowed Priority Claims, Allowed Priority Tax Claims, all Allowed Secured Claims, all Allowed (Non-Insider) Unsecured Claims, all Allowed Subordinated Claims (if any), all Allowed Late Filed Claims (if any), and all Allowed Penalty Claims (if any) plus interest on such claims at the applicable legal rate. This Plan contemplates that the funds remaining would be used to fund distributions to Allowed Unsecured Claims (Insider) and any distribution to holders of Equity Interests after such claims and amounts are litigated, determined and fixed. Generally, the Debtors are owners, landlords, caretakers and managers of valuable real property and buildings consisting of industrial lands, farms, commercial buildings, residences, wetlands and other real estate. The various parcels of land have had significant and numerous historical uses and development over time. At the facility in Bridgeton, NJ, Carpenter Warehousing performs various storage, warehousing and logistics services, as well as assembling fence panels for certain customers and assisting in antique automobile restorations. Carpenter Warehousing trades under the name "Thunderbolt Automotive" for its restoration services. The Debtors' Plan anticipates that the value of property to be distributed under the Plan is not less than the Debtors' disposable income for the either a three or five year period of time. As a result, the Debtors are proceeding to confirmation under Section 1191(b) of the Code and not soliciting votes from creditors or interest holders. Settlement of PBGC's Claims The Debtors, Andorra, and PBGC have entered into the PBGC Settlement Agreement. Bankruptcy Court approval of the PBGC Settlement Agreement is a condition precedent for this Plan to become effective that can only be waived by PBGC expressly in writing. Accordingly, the Effective Date will not occur unless such approval is granted, or such waiver is made. The Plan Administrator and the parties to the PBGC Settlement Agreement shall be bound to execute and implement the provisions of the PBGC Settlement Agreement. The PBGC Settlement Agreement requires the Debtors and the Plan Administrator to deposit the first $2.5 million of net proceeds from real property sales into an escrow account to be used solely for the standard termination of the Pension Plan which will pay all Pension Plan participants and beneficiaries in full (the "Escrow Account"). If $2.5 million is not deposited within 180 days after the Bankruptcy Court's approval of the PBGC Settlement Agreement, then an independent fiduciary (funded from net proceeds of real property sales or other available cash) shall be retained to administer the Pension Plan until completion of the standard termination. Class 3 Non-Insider General Unsecured Claims consist of Carpenter Realty ($420,295.34); Carpenter Warehousing ($121,592.66); Briardale ($2,519.42); Gloucester ($53,896.00); and Equity ($7,220.62). The class will receive payment in full through the Plan through post confirmation operations or from the proceeds of the property sales as applicable after entry of an Order from the Bankruptcy Court approving such payments. Class 4 Insider General Unsecured Claims will receive payment in full through the Plan through post-confirmation operations or from the proceeds of the property sales as applicable after entry of an Order from the Bankruptcy Court approving such payments contemporaneously or after payment of all Class 3 Claims are paid. Class 5 consists of Equity Interest Holders cannot be paid until all of the Claims in Classes 1, 2, 3 and 4 have been paid in full. The residual funds remaining in each respective estate will be held in escrow by the Plan Administrator and paid to these Class 5 creditors pursuant to further Order of the Bankruptcy Court or other court of competent jurisdiction fixing the entitlement and amounts of each of such claim. The Class 5 Claims are impaired. The funds necessary for the implementation of the Plan shall be from: (a) the proceeds of the sales of all of the Debtors' property, (b) the cash on hand, (c) continual business operations, plus (d) any causes of action (if any). To effectuate the distribution of the Plan Assets to its claimants and implementation of the PBGC Settlement Agreement, this Plan provides for the appointment of a Plan Administrator on the Effective Date. The primary directive of the Plan Administrator will be to sell all of the Debtors' property to the bidder that provides the highest and best offer pursuant to a full, fair and efficient bankruptcy sales and bid procedure process as subsequently approved by this Court under Section 363 of the Bankruptcy Code and otherwise applicable rules of this Court. The proceeds of these sales and cash on hand shall be the primary source of funding for this Plan. A full-text copy of the Liquidating Plan dated May 2, 2022, is available at https://bit.ly/3yk7zJO from PacerMonitor.com at no charge. Debtors' Counsel: Damien Nicholas Tancredi, Esq. William J. Burnett, Esquire FLASTER GREENBERG PC - CHERRY HILL 1810 Chapel Ave West Cherry Hill, NJ 08002 Tel: 856-661-1900 E-mail: damien.tancredi@flastergreenberg.com About Carpenter Realty Carpenter Realty Corp. and its affiliates are owners, landlords, caretakers and managers of valuable real property and buildings consisting of industrial lands, farms, commercial buildings, residences, wetlands and other real estate. At the facility in Bridgeton, NJ, Carpenter Warehousing Inc. performs various storage, warehousing and logistics services, as well as assembling fence panels for certain customers and assisting in antique automobile restorations. Carpenter Warehousing trades under the name "Thunderbolt Automotive" for its restoration services. Carpenter Realty and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 21-18789) on Nov. 12, 2021. At the time of filing, Carpenter Realty disclosed $10 million to $50 million in assets and $1 million to $10 million in liabilities. Damien Nicholas Tancredi, Esq. of FLASTER GREENBERG PC ??? CHERRY HILL, is the Debtors' counsel. CASELLA WASTE SYSTEMS: S&P Rates Waste Disposal Rev. Bonds 'B' -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '6' recovery rating to Casella Waste Systems Inc.'s proposed offering of up to $60 million of senior unsecured Vermont Economic Development Authority solid waste disposal revenue bonds. The company will use the proceeds from these bonds to finance, or reimburse itself for, its qualified capital expenditure in the State of Vermont. CHAMPIONX CORP: Moody's Rates New Senior Secured Loans 'Ba2' ------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to ChampionX Corporation's proposed senior secured credit facility consisting of a $700 million revolving credit facility due 2027 and $625 million term loan B facility due 2029. ChampionX intends to use the proceeds of this issuance to redeem the company's $140 million secured term loan due 2025, $92 million senior unsecured notes due 2026 and ChampionX Holding Inc.'s (Holding) $497 million secured term loan due 2027. Concurrently, Moody's upgraded ChampionX's Corporate Family Rating (CFR) to Ba2 from Ba3 and Probability of Default Rating to Ba2-PD from Ba3-PD. The Speculative Grade Liquidity rating was upgraded to SGL-1 from SGL-2. The outlook was changed to positive from stable. Moody's also affirmed ChampionX's Ba2 senior secured credit facility rating, Holding's Ba2 senior secured credit facility rating and upgraded ChampionX's senior unsecured notes rating to B1 from B2. Upon the closing of the proposed issuance and repayment of its existing facilities in full, Moody's will withdraw the ratings on ChampionX's existing senior secured credit facility, its unsecured notes and Holding's senior secured term loan B. Moody's will also withdraw the outlook at Holding. "ChampionX's upgrade reflects the company's significantly improved cash flow outlook, its reduced debt leverage and its improved business profile. Improving oilfield services (OFS) sector's outlook and higher capital spending by upstream companies also contribute to the upgrade," commented Sreedhar Kona, Moody's Senior Analyst. "The company is poised to grow cash flow substantially taking advantage of OFS improving prospects. The company's very good liquidity and the potential to further reduce its debt contribute to the positive outlook." Upgrades: Issuer: ChampionX Corporation Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD5) from B2 (LGD5) Affirmations: Issuer: ChampionX Corporation Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Issuer: ChampionX Holding Inc. Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Assignments: Issuer: ChampionX Corporation Senior Secured Term Loan, Assigned Ba2 (LGD3) Senior Secured Multicurrency Revolving Credit Facility, Assigned Ba2 (LGD3) Outlook Actions: Issuer: ChampionX Corporation Outlook, Changed To Positive From Stable Issuer: ChampionX Holding Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE ChampionX's Ba2 CFR reflects its highly engineered and differentiated product suite that provides a fair degree of recurring revenue from the production chemicals and artificial lift businesses and a market leading position in the polycrystalline diamond cutter (PDC) business. ChampionX's diversified product suite and international presence has proven to be relatively resilient through the 2020-2021 cycle and should see benefits from increased oil and gas activity. The company also has diverse geographic exposure to both North American and international markets. The company has a track record of debt reduction as demonstrated by its $373 million (or 34% of its debt balance) of debt reduction through 2020 and 2021. The company's leverage has declined from 3.5x year end 2020 to 1.8x year end 2021 as management focused on debt reduction. ChampionX's leverage and cash flow profile should strengthen through 2022 and into 2023 as global liquids production increases, drilling activity improves, and higher pricing is realized across its product line. The company's credit profile remains constrained by its presence in the OFS sector, which is highly cyclical, fragmented, and competitive. While customer demand has increased from the low levels seen during 2020, oil and gas producers remain disciplined with their capital spending and pricing power for service providers has been elusive to date. The company is also exposed to the risks of raw material and supply chain bottlenecks in its international markets cause by renewed lockdowns. The positive outlook is supported by ChampionX's low leverage, strong prospect of growing size, free cash flow generation with capital discipline, and resilient business through the cycle. ChampionX's Speculative Grade Liquidity (SGL) Rating of SGL-1 reflects Moody's view that the company will maintain very good liquidity. At the end of 2021, ChampionX had $256 million of cash (including $4 million restricted cash). Pro forma for the refinancing transaction, the company will have availability of $570 million under its new $700 million senior secured revolver maturing in 2027. ChampionX will be able to fund its maintenance capital spending, working capital needs, and dividends to shareholders through its operating cash flow. The secured credit facility will require the company to be in compliance with a maximum leverage covenant of 3.5x and a minimum interest coverage ratio of 2.5x. The company will remain in compliance with the covenants. The company's assets are fully encumbered by the secured credit facilities, subject to reinvestment rights with step downs to 50% and 0% at first lien net leverage levels of 1.5x and 1.0x, limiting the ability to raise cash through asset sales. The company's debt capital structure will be comprised solely of senior secured debt, which includes the proposed $700 million senior secured revolver due 2027 and senior secured Term Loan B due 2029. The senior secured debt, which will make up all of the company's debt, is rated the same as the Ba2 CFR and has upstream guarantees from the borrower's direct and indirect subsidiaries. The unsecured notes which are likely to be redeemed upon closing of the proposed transaction, are rated B1, two notches below the CFR reflecting the size of the secured debt in comparison to the notes and the subordination of the notes to the secured facilities. There are provisions for incremental debt capacity (together with any increases in commitments under the revolving credit facility) for an amount up to $250m plus an additional uncapped amount provided the consolidated first lien leverage ratio does not exceed 1.5x (if pari passu secured). Amounts up to the greater of $450m and 100% of EBITDA may be incurred with an earlier maturity date than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Only wholly owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; dividends of partial ownership interests could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. The credit agreement provides some limitations on up-tiering transactions including the requirement that 100% of lenders consent to amendments that subordinate or have the effect of subordinating the obligations or the liens securing the obligations to any other indebtedness or other obligation (other than a DIP) unless each lender is offered the bona fide opportunity to fund its pro rata share of such financing. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS ChampionX's ratings would be considered for an upgrade if the company's EBITDA approaches $750 million and OFS sector fundamentals remain strong, further improving the company's financial leverage, and the company continues to generate positive free cash flow. The company also needs to maintain good liquidity and continue to reduce debt. Ratings could be downgraded if the oil and gas sector fundamentals weaken, and ChampionX's debt/EBITDA rises above 3x. The Woodlands, TX based ChampionX Corporation (NASDAQ: CHX) is a provider of highly engineered technologies that help companies drill for and produce oil and gas efficiently. The principal methodology used in these ratings was Oilfield Services published in August 2021. CHARTER COMMUNICATIONS: Egan-Jones Keeps BB Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on April 21, 2022, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Charter Communications, Inc. Headquartered in Stamford, Connecticut, Charter Communications, Inc. operates cable television systems in the United States. CHESAPEAKE ENERGY: Kimmeridge Buys 2M Shares, Pushes for Changes ---------------------------------------------------------------- David Wethe of Bloomberg News reports that Kimmeridge Energy Management Co. has acquired about 2 million shares in Chesapeake Energy Corp. and is in talks with management to boost value in the natural gas producer. The activist investor known for pushing environmental stewardship, greater consolidation and restraint on executive pay in the shale industry, is concerned Chesapeake lacks "strategic clarity," according to Managing Partner Mark Viviano. That's weighing on the stock price, which is underperforming relative to his peers, he said in an emailed statement. Viviano declined to share details of Kimmeridge's talks with Chesapeake, which was first reported by Reuters. About Chesapeake Energy Corporation Chesapeake Energy Corporation (NASDAQ: CHK) engages in the acquisition, exploration, and development of properties for the production of oil, natural gas, and natural gas liquids (NGL) from underground reservoirs in the United States. The company was founded in 1989 and is headquartered in Oklahoma City, Oklahoma. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global served as claims agent. Wachtell, Lipton, Rosen & Katz served as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. served as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. served as the group's investment bankers. Franklin Advisers, Inc., tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee was represented by Forshey & Prostok, LLP. The Debtors obtained confirmation of their exit plan on January 16, 2021, and emerged from Chapter 11 the following month. This concludes the Troubled Company Reporter's coverage of Chesapeake Energy until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. CHICAGO DOUGHNUT: Unsecureds Owed $46K to Get 100% of Claims ------------------------------------------------------------ Chicago Doughnut Franchise Company, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement for the Plan of Reorganization dated May 2, 2022. It is important to note that on July 23, 2021, the Debtor's parent company, which owns 100% of the Debtor, also filed a Chapter 11 proceeding in the District of Nevada, which case is also currently pending in this same Court before the Honorable Natalie M. Cox. The parent company is DIVERSIFIED FRANCHISE GROUP, INC., (hereinafter "PARENT COMPANY" or "DFG"), Case No. 21-13666-NMC. Together with the PARENT COMPANY, Debtor is involved in the sale of mini doughnut franchises. Prior to the bankruptcy filing the Debtor and PARENT COMPANY had successfully sold over fifty-one (51) franchises throughout the United States and Canada. It is a team effort between the Debtor and PARENT COMPANY to operate the franchise. Debtor believes that filing for Chapter 11 Bankruptcy protection was the only option by which it could reorganize its financial affairs in a manner allowing it to continue to derive revenue from its business operations, and that by so doing, the creditors will receive more repayment than they would if Debtors filed a chapter 7 liquidation. Through the agreements with Gramcor and Dynamic Delights, the Debtor will collect revenue based on franchises sold, corporate profits, and the sale of territories. The Debtor asserts that payments under the proposed Plan will be on a quarterly basis, starting on January 15, 2023 and ending on October 15, 2028. Class 2 consists of unsecured and disputed debts arose from the filing of a proposed class action suit by 4 Plaintiffs in the United States District Court for the District of Nevada, Case No. 2:21-cv-00360-CDS-DJA. Since this claim arises from an unliquidated lawsuit and was listed as disputed in Debtor's schedules, Debtor proposes to pay 1/11th of the claims since it is 1 of 11 defendants listed in the litigation. While the creditors in Class 2 are being paid the entire amount of the Debtor's 1/11th share of their alleged damages in the subject class action lawsuit, the claims are impaired because they are being paid over time. Debtor projects that this class will receive its last pro rata payment in October 2026. Class 3 consists of unsecured creditors that filed legitimate proofs of claim. The allowed unsecured claims total $45,611. This Class is impaired and thus entitled to vote. It will be paid 100%. While the creditors in Class 3 are being paid the entire amount of their claims, the claims are impaired because they are being paid over time and without interest. Class 4 consists of Affiliated Unsecured Creditors in the total amount of $281,332. These creditors have voluntarily agreed to subordinate their claims to the end of the PARENT COMPANY's Plan of Reorganization and are therefore impaired. They are entitled to vote but will not receive disbursement under this Plan. The Debtor will fund its Plan with the income it receives from the licensing agreements reached with income Gramcor Corporation and Dynamic Delights, Inc. The Debtor and PARENT COMPANY are dedicating 50% of the net income to fund the proposed Plan to be made by quarterly payments beginning on January 15, 2023. Debtor anticipates that the proposed Plan will be fully consummated in five years with a final payment being made on January 14, 2028. A full-text copy of the Disclosure Statement dated May 2, 2022, is available at https://bit.ly/3vPeYz3 from PacerMonitor.com at no charge. Attorney for Debtor: Gregory L. Wilde, Esq. Wilde & Associates, LLC 7473 W. Lake Mead Blvd., Suite 100 Las Vegas, NV 89128 Tel: (702) 562-1202 Email: greg@wildelawyers.com About Chicago Doughnut Franchise Company Chicago Doughnut Franchise Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-12278) on April 30, 2021. At the time of the filing, the Debtor disclosed total assets of up to $100,000 and total liabilities of up to $500,000. Judge Natalie M. Cox oversees the case. Wilde & Associates, LLC, serves as the Debtor's legal counsel. CHRISTOPHER D COLLINS: Lechow Buying Leander Property for $2.25MM ----------------------------------------------------------------- Michael G. Colvard, Subchapter V Trustee of Christopher D. Collins, M.D., P.A., asks the U.S. Bankruptcy Court for the Western District of Texas to approve the sale of the real property located at 311 S. U.S. 183, in Leander, Texas, and improvements together with any personal property as set forth within the Commercial Contract to Lechow Investments, LLC, for $2.25 million. A hearing on the Motion is set for May 24, 2022, at 9:30 a.m. Collins owns the Property, subject to certain liens and encumbrances. Collins has retained a broker, Nextage Realty as agent Kay Brown, to assist in marketing and sale of the Property. Collins through his broker, Nextage -- agreed to the terms and conditions of the Contract providing for the sale of the Property, subject to Court approval, free and clear of all liens and encumbrances, including all buildings and improvements, all leases, rents and security deposits, including real property improvements. Trustee understands that Collins supports this Sale Motion and authorizes the Trustee to proceed with requirements to obtain Court approval of the sale. The Trustee believes it is in the best interest of the estate as well as its creditors and all parties in interest to sell the Property. Trustee also believes that such a sale is the best way to maximize the value of these assets of the Debtor's estate for its creditors and stakeholders under the circumstances. A sale of the Property under the terms of the Contract will provide funds for the repayment of creditors under the confirmed Plan and will likely provide efficient funds for satisfaction of all allowed claims -- leaving an excess for Collins. The attached Contract contemplates the purchase of the Property free and clear of all liens and encumbrances, including the liens and encumbrances of: a. PNC (formerly BBVA USA) - first lien and Deed of Trust security interest evidenced by Proof of Claim No. 4 in the amount of $980,061.72; b. IRS lien evidenced by Proof of Claim No. 2 in the amount of $411,622.45; c. TaxCORE Lending, LLC lien and evidenced by Proof of Claim No. 6 in the mount of $73,321.75; d. Ad valorem tax lien of $40,364.72 of Williamson County - evidenced by Proof of Claim No. 1 in the amount of $45,680.07; and, e. Michelle Collins ??? secured claim of $20,377.00 evidenced by Proof of Claim No. 8. The proposed sale price is $2.25 million. The Trustee understands and believes that the sale price is sufficient to compensate all secured lien claims in full. By the Motion, the Trustee requests that the Court enter an Order granting Collins authority to sell the Property free and clear of all claims and encumbrances but subject to the underlying lease with Dermcare. The Trustee believes that the sale of the Property are the best way to maximize the value of the Property for the Debtor's estate for its creditors and stakeholders under the circumstances and provide a viable means to fund the reorganization of Collins and Collins PA and provides a process permitting the sale of the PA to Dermcare to be closed. About Christopher D. Collins, M.D., P.A. Christopher D. Collins, M.D., P.A., which conducts business under the name Collins Advanced Dermatology Institute (ADI), is a medical group practice located in Leander, Texas, that specializes in dermatology. Christopher D. Collins, M.D., P.A. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11136) on Oct. 16, 2020. In the petition signed by Christopher D. Collins, M.D., chief financial officer, the Debtor disclosed assets ranging between $100,000 to $500,000 million and liabilities ranging between $1 million to $10 million. Judge Tony M. Davis is assigned to the case. Barron & Newburger, P.C. serves as the Debtor's counsel. CIMAREX ENERGY: Egan-Jones Keeps BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on April 19, 2022, withdrew its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Cimarex Energy Co. Headquartered in Denver, Colorado, Cimarex Energy Co. explores and produces crude oil and natural gas in the United States. COEPTIS EQUITY: Trustee Selling Denham Springs Property for $325K ----------------------------------------------------------------- Gina Klump, Subchapter V trustee for Coeptis Equity Fund LLC, asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of a parcel of real property of the estate located at 2211 Augusta Lane, in Denham Springs, Louisiana 70726, for $325,000. Since the removal of the Debtor as the DIP, the Trustee has acted in conformance with Section 1183 of the Bankruptcy Code. The Trustee has investigated the business of the Debtor and value of the Debtor's assets. Among the assets of the estate is the Real Property. The Trustee has been contacted by counsel for the lender holding the first deed of trust on the Real Property, Special Service America, LLC, and has been advised that the lender intends to file a motion for relief from stay. The Trustee finds it is in the best interest of the bankruptcy estate to market and sell the Real Property. On Feb. 8, 2022, the Trustee employed Alvin Washington of Alvin Washington Realty, a licensed real estate broker, to represent the estate as seller in connection with the marketing and sale of the Real Property. The property was listed for sale at $325,000. The property went on the market on Feb. 26, 2022. Before the Property was listed, the Broker cleaned up the Property. While cleaning the home, mold was discovered in some of the rooms. The Trustee responded to multiple offers on the property and accepted an offer, with no contingencies to sell the property for $305,000. One offer was received at the listing price of $325,000, but was contingent on the local government changing the current zoning to multiple use and requesting an extension of the inspection period to allow the Buyer the opportunity to pursue the zoning change. The purchase price equates to $100.15 per square foot. Based on the unit's condition, its need for major cleaning, the presence of mold in some of the rooms of the home and the comparable values, this square footage value is well within the range of value with other similar property. The Trustee has determined that this is a fair offer and probably the best the Bankruptcy Estate is going to obtain at this time. Assuming the payments out of escrow are not increased, the total amount realized from the sale of Anne Street will be approximately $18,450. These funds will be held by the Trustee pending further order of the Court. By the Motion, the Trustee seeks an order authorizing the sale of the Property; authorizing the Trustee to execute any and all documents necessary to effectuate the sale of the Property; authorizing the Debtor to pay the usual and customary share of the closing costs as described in the Purchase Agreement directly from the sale proceeds; authorizing the Trustee to pay Special Service America, LLC directly from the sale's proceeds; authorizing the net sales proceeds to be placed into the Trustee's blocked account, and waiving the 14-day state of Federal Rules of Bankruptcy Procedure 6004(h). A hearing on the Motion via telephone or video only was set for May 6, 2022, at 10:30 a.m. About Coeptis Equity Coeptis Equity Fund, LLC filed a petition for Chapter 11 protection (Bankr. N.D. Calif. Case No. 21-30726) on Oct. 27, 2021, listing as much as $10 million in both assets and liabilities. Marc Voisenat, Esq., serves as the Debtor's bankruptcy attorney. Gina R. Klump is the Subchapter V trustee appointed in the Debtor's bankruptcy case. The case is assigned to Judge Dennis Montali. COMMUNITY HEALTH: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on April 20, 2022, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Community Health Systems, Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Franklin, Tennessee, Community Health Systems, Inc. owns, leases, and operates hospitals. CONDADO ROYAL: Case Summary & Two Unsecured Creditors ----------------------------------------------------- Debtor: Condado Royal Palm, Inc. 1120-1122 Avenida Ashford San Juan, PR 00908 Business Description: Condado Royal is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: May 4, 2022 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 22-01282 Judge: Hon. Mildred Caban Flores Debtor's Counsel: Wigberto Lugo Mender, Esq. LUGO MENDER GROUP, LLC 100 Carr 165 Suite 501 Guaynabo, PR 00968-8052 Tel: (787) 707-0404 Email: wlugo@lugomender.com Total Assets: $8,300,995 Total Liabilities: $15,493,286 The petition was signed by Jose A. Ramirez de Arellano, president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/P3RCM6I/Condado_Royal_Palm_Inc__prbke-22-01282__0001.0.pdf?mcid=tGE4TAMA CONSOLIDATED WEALTH: Roach, Otteson Represent Vincent, 4 Others --------------------------------------------------------------- In the Chapter 11 cases of Consolidated Wealth Holdings, Inc., et al., the law firms of Roach Langston Bruno LLP and Otteson Shapiro LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing Sandra Vincent, Kyle O'Neal, Joseph Grens, Joseph Pelle, and Tim Fitzgerald. RLB is a law firm that has offices in Daingerfield, Texas, Longview, Texas and Chicago, Illinois. For purposes of the above-captioned cases RLB's primary office is located at 23292 HG Mosley Parkway, Bldg. 3, Suite 103, Longview, Texas 75604. RLB has appeared in the above-captioned bankruptcy cases on behalf of Sandra Vincent, Kyle O'Neal, Joseph Grens, Joseph Pelle, and Tim Fitzgerald. Prior to the Debtors' bankruptcy cases, the Represented Parties individually engaged RLB to represent them in an arbitration proceeding against the Debtors. Following the commencement of the Debtors' bankruptcy cases, RLB engaged Otteson Shapiro LLP to serve as co-counsel and assist with representation of the Represented Parties in the Debtors' bankruptcy cases. RLB's representation of the Represented Parties was at the instance of and arranged by the Represented Parties. The address of each of the Represented Parties are as follows: Sandra Vincent 10232 Candlewyck Fort Worth, Texas 76244 Kyle O'Neal 908 Pinehurst Dr. Arlington, Texas 76012 Joseph Grens 80 Rolling Knolls Ave. Elgin, Illinois 60120 Joseph Pelle 916 Parkview Ln. Southlake, Texas 76092 Tim Fitzgerald 1863 East Vista Terrace Lindenhurst, IL 60046 As to the nature and amount of the disclosable economic interests held by each Represented Party in relation to the Debtors as of the date of this Verified Statement, each of the Represented Parties has sustained damages as a result of the tortious acts of Debtors in connection with the sale of life settlements to the Represented Parties. Each Represented Party's claim for such damages is unsecured can unliquidated. RLB, through undersigned counsel, may represent other persons or entities holding claims against the Debtors out of applicable agreements, law or equity pursuant to their relationship with one or more of the Debtors. However, as of the date of this Verified Statement, such persons or entities have not appeared and have not requested the RLB appear on their behalf in these cases. Other than as outlined herein, as of the filling of this Verified Statement, RLB does not purport to act, represent, or speak on behalf of any parties in connection with these cases. Nothing contained in this Verified Statement should be construed as a limitation upon, or waiver of any Represented Party's right to assert, file, and/or amend its claim(s) in accordance with applicable law and any orders entered in these cases establishing procedures for filing proofs of claim. RLB reserves the right to amend or supplement this Verified Statement, as necessary, in accordance with Bankruptcy Rule 2019. Counsel for the Represented Parties can be reached at: Roach Langston Bruno LLP Keith L. Langston, Esq. 2393 H G Mosley Pkwy Bldg. 3, Suite 103 Longview, TX 75604 Telephone: (903) 212-3922 E-mail: klangston@rlbfirm.com - and - Otteson Shapiro LLP John C. Leininger, Esq. 5420 LBJ Freeway, Suite 1225 Dallas, TX 75240 Telephone: (469) 397-4825 E-mail: jcl@os.law A copy of the Rule 2019 filing is available at https://bit.ly/3vVrxIY at no extra charge. About Consolidated Wealth Consolidated Wealth Holdings Inc. -- https://consolidated-wealth.com/investor-login/ -- is a holding company based in Houston, Texas. The company and its affiliates manage a portfolio of roughly 28 life settlement contracts with 380 investors. Consolidated Wealth is no longer engaged in the sale of new life insurance today. Consolidated Wealth and affiliates filed for Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90013) on April 7, 2022. In the petition filed by Deanna Osborne, owner, Consolidated Wealth listed up to $500,000 in assets and up to $50,000 in liabilities. The case is assigned to Judge David R. Jones. Perkins, Lee and Rubio, LLP is the Debtor's legal counsel. Epiq Bankruptcy Solutions is the claims agent. CORUS ENTERTAINMENT: DBRS Gives BB Rating, Trend Stable ------------------------------------------------------- DBRS Limited assigned a rating of BB with a Stable trend and Recovery Rating of RR4 to Corus Entertainment Inc.'s (Corus or the Issuer; rated BB with a Stable trend by DBRS Morningstar) $250 million 6.00% Senior Unsecured Notes due 2030, which closed on February 28, 2022. The rating being assigned is based upon the rating of an already-outstanding series of the above-mentioned debt instrument. The Notes will rank equal in right of payment with any existing and future senior Indebtedness of the Issuer; senior in right of payment to all existing and future subordinated Indebtedness of the Issuer; effectively junior to any existing and future secured Indebtedness of the Issuer, including Indebtedness under the Bank Facility, to the extent of the value of the assets securing such Indebtedness. The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by all of the Issuer's existing and future Restricted subsidiaries. DBRS Morningstar expects Corus to use the net proceeds from the offering of the Notes for the repayment of outstanding indebtedness under its bank credit facilities. Notes: All figures are in Canadian dollars unless otherwise noted. CYTOSORBENTS CORP: Reports $9 Million Net Loss for First Quarter ---------------------------------------------------------------- Cytosorbents Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $8.97 million on $8.69 million of total revenue for the three months ended March 31, 2022, compared to a net loss of $4.17 million on $10.60 million of total revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $83.27 million in total assets, $27.84 million in total liabilities, and $55.43 million in total stockholders' equity. Since inception, the Company's operations have been primarily financed through the issuance of debt and equity securities. As of March 31, 2022, the Company had current assets of approximately $55,854,000 including unrestricted cash on hand of approximately $43,023,000 and current liabilities of approximately $14,672,000. As of March 31, 2022, $25 million of the Company's total shelf amount was allocated to its ATM facility, all of which is still available. In addition, the Company have $15 million of debt availability, providing financial flexibility, if needed. In April of 2022, the Company received approximately $740,000 in cash from the approved sale of the Company's net operating losses and research and development credits from the State of New Jersey. "We are also managing our resources proactively, continuing to invest in key areas such as our U.S. pivotal STAR-T and STAR-D trials. In April 2022, we began instituting tighter cost controls which are expected to reduce our planned cash burn by an additional $2 million per quarter," Cytosorbents said. "We believe that we have sufficient cash to fund the Company's operations beyond twelve months from the issuance of these financial statements," the Company said. Management Commentary Dr. Phillip Chan, chief executive officer of CytoSorbents stated, "A key takeaway from our first quarter results is that our core non-COVID-19 product sales were stable, on par with Q3 and Q4 2021, and comparable with Q1 2021 product sales on a constant currency basis. We did this despite the many business challenges and uncertainties created by COVID-19, the Russian-Ukraine war, inflation, currency exchange volatility, and other factors out of our direct control. As anticipated, COVID-19 related sales were nominal for Q1 2022 due to the low severity of recent COVID-19 infections, and primarily accounted for the difference in product sales from a year ago." "During Q1 2022, CytoSorb sales in Germany, the Company's largest market, lagged as the country experienced its highest rates of COVID infections since the pandemic began. When we provided our 2022 outlook in early March, the Omicron wave appeared to be peaking, but was supplanted by a massive wave of BA.2 variant infections that drove a new peak of more than a half million new COVID-19 infections a day by the end of Q1 2022 - seven times higher than in the prior quarter and 21 times the peak seen a year ago. We have previously discussed how these high rates of COVID-19 indirectly reduce CytoSorb sales by impacting hospital budgets, staffing, elective procedure volumes, ICU capacity, and sale representative access due to visitation restrictions and illness. Fortunately, COVID-19 infection rates have dropped rapidly in the past several weeks. However, the BA.2 surge, which still accounts for nearly 100,000 new infections a day in the country, will likely delay the expected recovery in Germany. We are seeing a carryover of Germany Q1 sales trends to the current quarter, and although this may change, it has prompted us to conservatively revise our 2022 guidance. That said, we are focused on the more important big picture where current trends portend an end to the global pandemic this year as COVID-19 is expected to morph into a much less virulent disease like seasonal influenza. When this happens, we want to be well-positioned to capitalize on what we expect will be a steady improvement and return to growth in our core business." Dr. Chan continued, "We remain confident that the slowdown in our growth is mainly driven by reversible COVID-related issues, and expect that these too shall pass. In the meantime, we have a solid balance sheet anchored by $44.7 million in cash and no debt at the end of Q1 2022 to weather the current turbulence. We are also managing our business proactively, continuing to invest in key areas such as our U.S. pivotal STAR-T and STAR-D trials, while instituting tighter cost controls to reduce our cash burn by an additional $2 million per quarter against budget. Our goal is to end this year with more than $30M in cash, which exceeds our projected cash need in 2023 and importantly, is expected to provide adequate funds through the anticipated enrollment completion of both the pivotal U.S. STAR-T and STAR-D trials. We also have the additional financial flexibility from our $15 million Bridge Bank term loan commitment to add debt if desired." "Meanwhile, we are not just waiting for conditions to improve. Rather, we are focused on building this company and solidifying our leadership as the treatment pioneer of life-threatening conditions using blood purification. We are laser-focused on four essential objectives that we believe are the key to driving sustainable, long-term value for shareholders: * Open the U.S. market by obtaining FDA Marketing approval for DrugSorb-ATR to remove blood thinning drugs during cardiothoracic surgery * Restore growth of core CytoSorb sales, driven by numerous initiatives. * Transition CytoSorb production to its new manufacturing facility and headquarters in Princeton, New Jersey this year * Forge and expand new and existing strategic partnerships to maximize the synergy between the Company's technology and those of its partners, while creating new global opportunities for growth." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001175151/000141057822001133/ctso-20220331x10q.htm About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 70 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. Cytosorbents reported a net loss of $24.56 million for the year ended Dec. 31, 2021, a net loss of $7.84 million for the year ended Dec. 31, 2020, a net loss of $19.26 million for the year ended Dec. 31, 2019, and a net loss of $17.21 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $89.52 million in total assets, $26.94 million in total liabilities, and $62.58 million in total stockholders' equity. D&F RESOURCES: Case Summary & Three Unsecured Creditors ------------------------------------------------------- Debtor: D&F Resources Ltd. 145 Estancia Lane Boerne, TX 78006 Chapter 11 Petition Date: May 6, 2022 Court: United States Bankruptcy Court Western District of Texas Case No.: 22-50491 Judge: Hon. Michael M. Parker Debtor's Counsel: James S. Wilkins, Esq. JAMES S. WILKINS, P.C. 1100 NW Loop 410 Ste. 700 San Antonio, TX 78213 Tel: 210-271-9212 Email: jwilkins@stic.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis R. Cahill, general partner. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BMHRCDQ/DF_RESOURCES_LTD__txwbke-22-50491__0001.0.pdf?mcid=tGE4TAMA DELTA AIR: Egan-Jones Keeps B Senior Unsecured Ratings ------------------------------------------------------ Egan-Jones Ratings Company on April 21, 2022, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Delta Air Lines, Inc. Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. provides scheduled air transportation for passengers, freight, and mail over a network of routes. DILIGENT SPECIALIZED: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------------- Diligent Specialized, LLC asks the U.S. Bankruptcy Court for the Eastern District of Texas, Tyler Division, for authority to use the alleged cash collateral of TBS Factoring Service, LLC and provide adequate protection. The Debtor seeks to use cash collateral as working capital to fund the operation of its business. As adequate protection for any diminution in value incurred by TBS through the Debtor???s use of cash collateral, the Debtor will (i) maintain the value of its business as a going-concern, (ii) provide to TBS replacement liens on now owned and after-acquired cash derived from TBS's collateral, and (iii) provide superpriority administrative claims to the TBS equal to any diminution in value of TBS's Collateral. A decrease in transportation and shipping needs, along with other operational issues, caused by the recent and ongoing COVID-19 pandemic caused Diligent Specialized to seek protection under the Bankruptcy Code in an effort to reorganize its finances and exit bankruptcy as a fully operational and profitable business. Prior to the Petition Date, TBS, as lender, and the Debtor, as borrower, entered into, among other documents and agreements, the Accounts Receivable Purchase and Security Agreement Terms and Conditions dated October 9, 2019, the Schedule A - Discount Schedule dated October 9, 2019, that a Notice of Assignment and Change of Payee dated October 9, 2019, and that certain Advance Payment Program dated October 9, 2019. According the Factor Agreement, TBS is allegedly secured by all of the Debtor's real estate, accounts receivables, inventory, instruments, equipment, intangibles, accounts, chattel paper, good will, specific property and all property of the Debtor. As of the Petition Date, the Debtor allegedly owes TBS $26,000 on behalf of the APP, which allowed the Debtor to receive advances from TBS of up to 50% on loads hauled for brokers or shippers approved for factoring. TBS allegedly recorded a UCC-1 financing statement with the Colorado Secretary of State. As a result, TBS alleges that pursuant to the Factor Agreement and the Financing Statement, it has a first priority lien on all of assets of the Debtor, including the Debtor's cash. A copy of the motion is available at https://bit.ly/3MTejlW from PacerMonitor.com. About Diligent Specialized, LLC Diligent Specialized, LLC is a cargo transport company. Diligent Specialized sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-60191) on May 2, 2022. In the petition signed by Morris Treat, member and owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joshua P. Searcy oversees the case. Brandon Tittle, Esq., at Tittle Law Group, PLLC is the Debtor's counsel. DIOCESE OF CAMDEN: Ketterer Represents Sexual Abuse Claimants ------------------------------------------------------------- In the Chapter 11 cases of The Diocese of Camden, New Jersey, the law firm of Ketterer, Browne & Associates, LLC submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Sexual Abuse Claimants. The names and addresses of the confidential Claimants are available to permitted parties who have executed a confidentiality agreement and have access to the Sexual Abuse Claim Forms. Pursuant to individual fee agreements, KBA was retained by each Claimant listed in Exhibit "A" to pursue claims for damages against the Diocese of Camden, New Jersey as a result of sexual abuse. This includes representing and acting on behalf of each Claimant in the bankruptcy case. An exemplar copy of each form of retainer agreement authorizing KBA to act on behalf of each Claimant and providing for the payment of KBA's fees and costs has been filed with this statement. KBA's interest relative to each Claimant is outlined in each retainer agreement executed by the Claimant and is set forth in the exemplar retainer agreements. Each Claimant maintains an individual economic interest against the Debtor Diocese of Camden, New Jersey that has been disclosed in the Sexual Abuse Survivor Proof of Claim Forms or will be disclosed in the future. Counsel for Certain Abuse Survivor Claimants can be reached at: KETTERER, BROWNE & ASSOCIATES, LLC Derek T. Braslow, Esq. 336 Main St. Bel Air, MD 21014 Telephone: 410-943-2070 E-mail: derek@KBAattorneys.com A copy of the Rule 2019 filing is available at https://bit.ly/3KTCjUl at no extra charge. 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. DIOCESE OF CAMDEN: Unsecureds to Get 75% Dividend or 50% of Claims ------------------------------------------------------------------ The Diocese of Camden, New Jersey, submitted a Sixth Amended Plan of Reorganization. Class 3 General Unsecured Claims include trade Creditors and total approximately $1,500,000. 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. Effective as of the date the Confirmation Order is entered, the Trust shall be established in accordance with the Trust Documents for the purposes of assuming liability of Covered Parties and Settling Insurers for Channeled Claims and receiving, liquidating and distributing Trust Assets in accordance with this Plan and the Trust Distribution Plan. The Trust shall be funded with: (i) $87.5 million by the Debtor and the Other Catholic Entities; (ii) any proceeds held by the Debtor or the Reorganized Debtor on account of Insurance Settlement Agreements as set forth in this Section 7.2; and (iii) the Transferred Insurance Interests. On the Effective Date, the Debtor shall transfer $29.75 million in good funds to the Trust using wiring instructions provided by the Trust Administrator (the "Initial Debtor Contribution"). The Initial Debtor Contribution will be primarily comprised of funds from the following sources: (i) $14.75 million in non-restricted cash accounts held by the Diocese; and (ii) $15 million in the form of a loan of non-restricted cash from Diocese of Camden Trusts, Inc. (the "DOCT Loan"). The Trust shall also be funded by the Debtor as set forth below (collectively, the "Additional Debtor Contributions" and together with the Initial Debtor Contribution, the "Debtor Cash Contribution"): (a) No later than one year after the Effective Date, the Debtor shall transfer $10 million in good funds to the Trust using wiring instructions provided by the Trust Administrator. (b) No later than two years after the Effective Date, the Debtor shall transfer an additional $10 million in good funds to the Trust using wiring instructions provided by the Trust Administrator. (c) No later than three years after the Effective Date, the Debtor shall transfer an additional $10 million in good funds to the Trust using wiring instructions provided by the Trust Administrator. (d) No later than four years after the Effective Date, the Debtor shall transfer an additional $7.5 million in good funds to the Trust using wiring instructions provided by the Trust Administrator. 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 Plan dated April 22, 2022, is available at https://bit.ly/3LfHY8t 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. DIVERSIFIED FRANCHISE: Unsecureds Owed $662K to Get 100% of Claims ------------------------------------------------------------------ Diversified Franchise Group, Inc. filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement for the Plan of Reorganization dated May 2, 2022. It is important to note that on April 30, 2021, the Debtor's wholly owned subsidiary previously filed a Chapter 11 proceeding in the District of Nevada, which case is also currently pending in this same Court before the Honorable Natalie M. Cox. The wholly owned subsidiary is CHICAGO DOUGHNUT FRANCHISE COMPANY, LLC, (hereinafter "SUBSIDIARY COMPANY" or "CDFC"), Case No. 21-12278-NMC. Debtor is the sole owner of its SUBSIDIARY (CDFC) which is involved in the sale of mini-doughnut franchises. Together they operate and manage the business. Prior to the bankruptcy filings of both the Debtor and SUBSIDIARY COMPANY, they had successfully sold over 51 franchises throughout the United States and Canada. It is a team effort between the Debtor and SUBSIDIARY COMPANY to operate the franchise. Debtor believes that filing for Chapter 11 Bankruptcy protection was the only option by which it could reorganize its financial affairs in a manner allowing it to continue to derive revenue from its business operations, and that by so doing, the creditors will receive more repayment than they would if Debtors filed a chapter 7 liquidation. Through the agreements with Gramcor and Dynamic Delights, the Debtor will collect revenue based on franchises sold, corporate profits, and the sale of territories, after the SUBORDINATE COMPANY's chapter 11 Plan is fully consummated. Debtor anticipates that the SUBORDINATE COMPANY's final quarterly plan payment will be in October 15, 2028, at which time the quarterly payments will initiate in this Case. The Debtor asserts that payments under the proposed Plan will be on a quarterly basis, starting with October 15, 2028 and conclude on January 15, 2033. Class 2 consists of unsecured and disputed debts arose from the filing of a proposed class action suit by 4 Plaintiffs in the United States District Court for the District of Nevada, Case No. 2:21-cv-00360-CDS-DJA. Since this claim arises from an unliquidated lawsuit and was listed as disputed in Debtor's schedules, Debtor proposes to pay 1/11th of the claims since it is 1 of 11 defendants listed in the litigation. While the creditors in Class 2 are being paid the entire amount of the Debtor's 1/11th share of their alleged damages in the subject class action lawsuit, the claims are impaired because they are being paid over time. Class 3 consists of unsecured creditors that filed legitimate proofs of claim. The allowed unsecured claims total $662,403. This Class is impaired and thus entitled to vote. It will be paid 100%. While the creditors in Class 3 are being paid the entire amount of their claims, the claims are impaired because they are being paid over time and without interest. Class 4 consists of Affiliated Unsecured Creditors in the total amount of $281,332. These creditors have voluntarily agreed to subordinate their claims to the end of this Debtor's Plan of Reorganization and are therefore impaired. This Class is impaired and thus entitled to vote. While the creditors in Class 3 are being paid the entire amount of their claims, the claims are impaired because they are being paid over time and without interest. Debtor is a limited liability company which owners are its members. These members will not receive any distribution or benefit from the proposed Plan, except as otherwise detailed, until all claimants are paid pursuant to a confirmed Plan. The Debtor will fund its Plan with the income it receives from the licensing agreements between Debtor's SUBSIDIARY COMPANY and income Gramcor Corporation and Dynamic Delights, Inc. The Debtor and PARENT COMPANY are dedicating 50% of the net income to fund the proposed Plan to be made by quarterly payments beginning on January 15, 2023. Debtor anticipates that the proposed Plan will be fully consummated in five years with a final payment being made on January 14, 2028. A full-text copy of the Disclosure Statement dated May 2, 2022, is available at https://bit.ly/3kIVk1h from PacerMonitor.com at no charge. Attorney for Debtor: Gregory L. Wilde, Esq. Wilde & Associates, LLC 7473 W. Lake Mead Blvd., Suite 100 Las Vegas, NV 89128 Tel: (702) 562-1202 Email: greg@wildelawyers.com About Diversified Franchise Group Inc. Diversified Franchise Group, Inc. filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 21-13666) on July 23, 2021, listing up to $100,000 in assets and up to $1 million in liabilities. Judge Natalie M. Cox oversees the case. Gregory L. Wilde, Esq., at Wilde & Associates, LLC represents the Debtor as legal counsel. DOCTOR DREDGE: Selling Personal Property to Sun Machinery for $36K ------------------------------------------------------------------ Doctor Dredge, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to approve the sale of personal property consisting of Badger Dredge, pump and pipe as described on Exhibit 2 to Sun Machinery Corp. for $36,000. Centennial Bank SBA backed UCC1 lien in amount of $746,376.14 and possible outstanding tangible property taxes in the approximate amount of $4,366.16. On Feb. 9, 2022, the Debtor executed a Purchase and Sale Agreement with the Buyer to purchase the personal property. Accordingly, after payment of all costs and fees and commissions, the Debtor's portion of the remaining funds will be paid to the Debtor to be held in the DIP operating account. The value of the collateral after the sale will be distributed to the SBA lender through the Chapter 11 Plan. The Debtor has received an offer which it believes is the best price obtainable for said property under all of the facts and circumstances concerning the same. The Debtor believes that the offer is fair and reasonable considering the appraised value and condition of the subject personal property. The Seller will provide a complete accounting of the sale and present the same to the Chapter 11 Trustee and the Bankruptcy Court. The personal property being sold is the Debtor???s business equipment that is not operational at this time. The sale of the property is in the best interest of the estate and its creditors and in the opinion of the Debtor, approval from the Court is appropriate. The Debtors respectfully request the Court enters an Order, authorizing the Debtors (i) to sell the personal property effective as of the date of the sale agreement; (ii) authorizing the payment of liens through the Chapter 11 plan of the Debtor; (iii) allowing for payment of unsecured claims from any remaining proceeds of the sale after payment of all valid liens through the plan; (iv) and for such other and further relief as the Court deems just and proper. A copy of the Exhibit 2 is available at https://tinyurl.com/2r546avc from PacerMonitor.com free of charge. About Doctor Dredge Doctor Dredge, LLC specializes in underwater excavation projects throughout the Southeastern United States, covering the states of Alabama, Georgia and Florida. Founded in 2006, the company, which is based in Saint Augustine, Fla., provides both mechanical and hydraulic dredging services. Doctor Dredge filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00192) on Jan. 31, 2022, listing $217,557 in assets and $1,640,512 in liabilities. Aaron R. Cohen serves as Subchapter V trustee. Judge Jacob A. Brown presides over the case. Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP and William G. Haeberle, P.A. serve as the Debtor's legal counsel and accountant, respectively. DRALA MOUNTAIN: Seeks to Sell Publicly Traded Securities -------------------------------------------------------- Drala Mountain Center, formerly known as Shambhala Mountain Center, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to sell publicly traded securities that it currently holds or that it receives as donations during the Subchapter V case. As described more fully in the First Day Declaration, DMC is a Colorado 501(c)(3) non-profit corporation that operates one of the oldest Buddhist meditation and retreat centers in the United States. DMC receives a significant portion of its funding through donations and accepts donations of cash and other property, including donations of securities. Prior to the Petition Date, DMC received a donation of 90,000 shares of common stock in Selectis Health, Inc. (f/k/a Global Healthcare REIT, Inc.) in the form of a physical stock certificate. As a result of a 1-for-10 reverse stock split by Selectis in 2021, the Selectis Stock Donation now consists of 9,000 shares of common stock in Selectis. The common stock of Selectis is publicly traded over-the-counter and quoted on the OTC Pink under the symbol "GBCS." As of the opening of business on April 22, 2022, the value of the Selectis Stock Donation is approximately $62,550, based on its public per-share price of $6.95. The Debtor is currently in the process of transferring the Selectis Stock Donation from the donor's name into its own name through a stock transfer agent. During the course of the Subchapter V case, DMC has continued its fundraising activities in the ordinary course. In connection with these fundraising activities, DMC anticipates that it may receive additional publicly traded securities ("Additional Securities Donations"). The Debtor requests authority (i) to sell, in its discretion and in accordance with its reasonable business judgment, the Selectis Stock Donation and any Additional Securities Donations that it receives during the Subchapter V case at the then-current market price for such securities, (ii) to use its securities brokerage accounts at Fidelity and/or Wilson-Davis & Co. to facilitate the Securities Sales, and (iii) to pay any securities transfer and/or brokerage fees and expenses related thereto. The Debtor's motivation for effectuating the Securities Sales is to generate cash for its operations during the Subchapter V case so that it can continue its nonprofit activities, which would maximize the value of its estate for the benefit of all constituencies. The Securities Sales would be made in the public securities markets at the then-current market price, a process that is inherently at arm's-length, fair, and neutral. Cash from any Securities Sale would be deposited in the Debtor's designated account for unrestricted donations, used by the Debtor for its operations, and reported under the reporting requirements of the Final Order (I) Authorizing Use of Cash Collateral, (II) Granting Adequate Protection, and (III) Granting Related Relief as well as in its monthly operating reports to the United States Trustee. To the Debtor's knowledge, the Selectis Stock Donation is not, and any Additional Stock Donations would not be, encumbered by any liens, including any liens of RH Fund XII, LLC. Red Hills' security interest does not extend to any of the Debtor's investment property and Red Hills does not have any securities account control agreements over the Debtor's securities accounts. For the reasons set forth, the Debtor respectfully submits that the relief requested is in the best interest of the Debtor, its estate, creditors, stakeholders, and other parties in interest, and therefore should be granted. In addition, the Debtor requests the Court suspend the operation of the 14-day stay under Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About Drala Mountain Center Drala Mountain, formerly Shambala Mountain Center, is a Tibetan Buddhist retreat and meditation hub in Colorado. Drala Mountain sought Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 22-10656) on Feb. 28, 2022, listing up to $10 million in both assets and liabilities. Michael Gayner, executive director, signed the petition. Judge Joseph G. Rosania, Jr. oversees the case. The Debtor tapped Ropes & Gray LLP as bankruptcy counsel, Markus Williams Young & Hunsicker LLC as local counsel, and Cordes & Company as financial advisor. EAST/ALEXANDER HOLDINGS: Receiver Wins Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York authorized Wendy L. Dworkin, the receiver for East/Alexander Holdings, LLC, to use cash collateral on a temporary basis and pay from cash collateral the ordinary and necessary business expenses identified on the budget. As adequate protection for the use of cash collateral, M360 Community Development Fund is granted continuing "rollover" replacement liens in the Debtor's post-petition assets of the same priority and in the same types and kinds of collateral as it possessed prepetition to the extent of cash collateral actually used and not paid down by the Debtor. The Court said any additional requests for adequate protection by the Secured Creditor will be addressed at the adjourned hearing scheduled for May 11, 2022 at 11:30 a.m. or at such later date as may be determined by the court. The Adequate Protection Liens will be subordinate only to the amount of all fees required to be paid to the Clerk of the Court and to the United States Trustee under section 1930(a) of title 28 of the United States Code, plus interest at the statutory rate. A copy of the order and the Debtor's budget for the period from April 26 to May 31, 2022 is available at https://bit.ly/3OOry98 from PacerMonitor.com. The Debtor projects $382,522 in total cash and $92,166 in total expenses for the period. 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. Judge Paul R. Warren oversees the case. David H. Ealy, Esq., at Cristo Law Group, LLC, is the Debtor's counsel. ECO LIGHTING: Wins Cash Collateral Access Thru June 23 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized Eco Lighting USA, LLC to use the cash collateral of the U.S. Small Business Administration through June 23, 2022. The Court said the limited objection of creditor MJL Enterprises, LLC to the Debtor's use of cash collateral is preserved, and MJL reserves the right to assert that the Small Business Administration does not have a perfected lien and security interest on any funds in any of the Debtor's bank accounts as of the date of the filing of the case, including those funds that constituted loan or other proceeds, and MJL's agreement to the extension herein does not prejudice any of its rights with respect thereto. The Debtor is directed to inform counsel for MJL of any deviations of more than 5% from the cash collateral budget within seven days of the end of the monthly budget period. The Debtor will provide to MJL amounts of all income from product sales from the date of the filing of the bankruptcy petition to the date of the Order within seven days and provide the amounts of ongoing product sales within seven days of the end of each monthly budget period. A further hearing on Debtor's Motion for Use of Cash Collateral is scheduled for June 23 at 10 a.m. via Court Solutions due to restrictions imposed by the COVID-19 pandemic. A copy of the order is available at https://bit.ly/3FkUvW4 from PacerMonitor.com. About Eco Lighting USA LLC Eco Lighting USA LLC manufactures standard and custom lighting solutions using the latest LED chip and electronic Induction Lighting Technologies. The Company manufactures a wide selection of LED and Induction light fixtures, retrofits, and bulbs that are designed to save money through reduced energy consumption, vastly reduced maintenance, and reduced installation costs. The Debtor filed a petition for Chapter 11 protection (Bankr. D.N.J. Case No. 22-11314) on February 18, 2022. In the petition signed by Sean Blackman, member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Vincent F. Papalia oversees the case. Bruce H. Levitt, Esq., at Levitt and Slafkes, P.C. is the Debtor's counsel. ELKHORN EXPLORATION: Seeks to Hire DeMarco-Mitchell as Counsel -------------------------------------------------------------- Elkhorn Exploration Co. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire DeMarco-Mitchell, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. taking all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; b. preparing legal papers; c. formulating, negotiating and proposing a plan of reorganization; and d. perform all other necessary legal services in connection with the Debtor's bankruptcy proceedings. The hourly rates charged by the firm's attorneys and paralegals are as follows: Robert T. DeMarco, Esq. $400 Michael S. Mitchell, Esq. $350 Barbara Drake, Paralegal $125 The firm received a retainer in the amount of $5,000. As disclosed in court filings, DeMarco-Mitchell is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code The firm can be reached through: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco-Mitchell, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Tel: 972-578-1400 Fax: 972-346-6791 Email robert@demarcomitchell.com Email mike@demarcomitchell.com About Elkhorn Exploration Co. Elkhorn Exploration Co filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 22-40356) on March 21, 2022. Judge Brenda T. Rhoades presides over the case. Robert T. DeMarco, Esq., and Michael S. Mitchell, Esq., at DeMarco-Mitchell, PLLC are the Debtor's bankruptcy attorneys. ESCADA AMERICA: Unsecureds to Recover 15% or 11.36% in Plan ----------------------------------------------------------- Escada America, LLC filed with the U.S. Bankruptcy Court for the Central District of California a Subchapter V Plan of Reorganization dated May 2, 2022. The Debtor is a national specialty retailer selling high-end, ready-to-wear women's apparel with its main office in Beverly Hills, California, and, as of the Petition Date, had 10 retail stores across 7 states in the United States, an office New York City, New York, and over 50 fulltime employees. The Debtor was able to negotiate many workouts with its various commercial landlords during 2020 and 2021, but other issues could not be resolved, including, but not limited to, some landlord negotiations that did not go well. It is because of the consequences of the Covid-19 pandemic that Debtor has been forced to file bankruptcy to restructure its business affairs. Between the Petition Date and date of filing this Plan, the Debtor engaged in substantial confidential settlement discussions, through counsel, with major unsecured non-insider creditors and the Subchapter V Trustee, to develop this proposed Plan. The Debtor has proposed this subchapter V Plan in good faith to reorganize its financial affairs, repay its creditors, and avoid a senseless and unnecessary liquidation. The liquidation analysis demonstrates that even if all of the insider prepetition debt owing to Escada Sourcing and Production LLC were subordinated to Class 5 non-insider general unsecured debt, the Class 5 hypothetical liquidation recovery would be only 10.35%, which is still far less than the Plan proposes to pay creditors at 15% for Treatment "A" or 11.36% in Treatment "B" under the Plan. Clearly, the Plan provides at least as much ??? and more ??? to creditors, and therefore meets the requirements of the Best Interest Test. Class 5 consists of all general unsecured claims of the Debtor. Total amount of class 5 claims is $18,480,055.54. * Treatment A: If Class 5 votes as a Class to accept the Plan, in full and final satisfaction of each, any, and all of their claims against the Debtor, each holder of a class 5 allowed claim will receive 15 cents on the dollar for its allowed claim (the "15-Cent Recovery"), with: (i) at least 7.5 cents on the dollar for its claim within 15 days of the Effective Date (the "Cash On Hand Payment"), and (ii) the balance of the 15 cents on the dollar still owing on its claim (i.e. 7.5 cents) by no later than the one-year anniversary of the Effective Date (the "Remainder Payment"). * Treatment B: If Class 5 votes as a Class to reject the Plan, or does not vote at all, then, in full and final satisfaction of each, any, and all of their claims against the Debtor, each holder of a class 5 allowed claim will receive a cash payment equal to its prorated share of the Debtor's projected net disposable income for a three-year period, paid over a five-year period, commencing as of the Effective Date (the "Net Disposable Income"), and upon confirmation of the Plan, the amount of $2.1 million shall be and is conclusively determined to be the projected net disposable income. Class 6 consists of Sole member of Debtor. The class 6 equity interests will retain its rights and interests without impairment. Class 6 receives no payments on account of its equity interests during the life of the Plan. The Plan will be funded with the Debtor's cash on hand on the Plan Effective Date, recovery of the Bond Collateral into the Bond Account, exit financing, and continued business operations. On the Effective Date, Escada Sourcing and Production LLC ("Exit Financier") will contribute exit financing in the amount of $150,000 subject to the terms of the settlement agreement (the "Settlement Agreement"). The Settlement Agreement shall provide, in part, that the Exit Financier will (i) provide a five-year, zero-interest, $150,000 loan to the Debtor, (ii) agree to subordinate its claim for post-petition priority consignment fees, (iii) subordinate its claims under Classes 3 and 4 to those of Class 5 to the extent provided for in the Debtor's Plan and (iv) vote in favor of the Debtor's Plan, in return for which the Debtor and the Estate shall irrevocably grant the Exit Financier a complete release of claims, including, without limitation, for any preference or fraudulent transfers or avoidance action claims. The Debtor will distribute to Class 5 all Net Bond Proceeds from the Bond Collateral no later than 30 days after the corresponding cash is actually received in the Bond Account, up to the remaining 7.5 cents on the dollar payable to Class 5 following the initial 7.5 cents on the dollar payment made on the Plan's effective. However, if the Plan is confirmed under ?? 1191(b), then Class 5 creditors will be paid approximately 11.36 cents on the dollar over the course of five years from Debtor's future plan projection income. A full-text copy of the Subchapter V Plan dated May 2, 2022, is available at https://bit.ly/3MVKIZ3 from PacerMonitor.com at no charge. Attorneys for the Debtor: John-Patrick M. Fritz, Esq. Levene, Neale, Bender, Yoo & Golubchik, LLP 2818 La Cienega Avenue Los Angeles, CA 90034 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: jpf@lnbyg.com About Escada America Escada America, LLC, owner of a clothing store in New York, sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 22-10266) on Jan. 18, 2022, listing as much as $10 million in both assets and liabilities. Kevin Walsh, director of finance, signed the petition. The case is handled by Judge Sheri Bluebond. John Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtor's legal counsel. EVERYTHING BLOCKCHAIN: Needs More Time to File Form 10-K -------------------------------------------------------- Everything Blockchain, Inc. disclosed in a Form 12b-25 filed with the Securities and Exchange Commission that it has been unable to complete its Form 10-K for the year ended Jan. 31, 2022, within the prescribed time. Due to the four acquisitions during the year ended Jan. 31, 2022, the Company engaged third-party professionals, including tax advisors, to assist in fulfilling its reporting requirements. The Company said additional time is required to coordinate the reporting requirements, an instrumental component of the Company's inability to file on schedule. The Company expects to file its Form 10-K within the extension period of fifteen calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About Everything Blockchain Headquartered in Fleming Island, Florida, Everything Blockchain, Inc. (fka OBITX, Inc.) is a developer, engineer, and consultant in the industry of blockchain technologies. OBITX reported net loss of $49.30 million for the year ended Jan. 31, 2021, compared to a net loss of $188,192 for the ear ended Jan. 31, 2020. As of Sept. 30, 2021, the Company had $20.14 million in total assets, $1.10 million in total liabilities, and $19.04 million in total stockholders' equity. Tel Aviv, Israel-based Weinstein International CPA, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 13, 2021, citing that as of Jan. 31, 2021, the Company suffered losses from operations in all years since inception and has a nominal working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. EXCEL FITNESS: Moody's Withdraws 'B3' CFR Following Debt Repayment ------------------------------------------------------------------ Moody's Investors Service has withdrawn Excel Fitness Holdings, Inc.'s ratings including the B3 Corporate Family Rating and the B3-PD probability of default rating. The rating action follows the full repayment and cancellation of the credit facilities. Withdrawals: Issuer: Excel Fitness Holdings, Inc. Corporate Family Rating, Withdrawn, previously rated B3 Probability of Default Rating, Withdrawn, previously rated B3-PD Outlook Actions: Issuer: Excel Fitness Holdings, Inc. Outlook, Changed to Rating Withdrawn From Stable RATINGS RATIONALE Moody's has withdrawn the ratings because Excel Fitness's debt previously rated by Moody's has been fully repaid following a privately placed refinancing transaction. Headquartered in Austin, TX, Excel Fitness is a franchisee of Planet Fitness clubs across six states. Excel Fitness is majority owned by Olympus Partners. EXPRESS GRAIN: Wins Post-Sale Use of Cash Collateral ---------------------------------------------------- In the Chapter 11 case of Express Grain Terminals, LLC, the U.S. Bankruptcy Court for the Northern District of Mississippi held a hearing May 6 on the Debtor's request to use cash collateral. Following the hearing, the Court granted the Debtor's Motion to Use Cash Collateral through June 3, 2022. The Debtor previously sought and obtained entry of an order authorizing its use of cash collateral post-sale of all its assets for wind up purposes. The prior order granted the Business Debtors access to cash collateral for payment of expenses listed in the budget for the time period from March 11, 2022, to and including April 29, 2022, and for payment of U.S. Trustees fees owed. No salary will be paid to John Coleman. The Business Debtors have asserted that an immediate need exists for the Business Debtors to use cash collateral to wind down essential operations, finish shipping grain that remains on site, finish selling, and then delivering, finished product/inventory and collection of accounts receivables, among other wind down tasks. The Court conducted a hearing in connection with the Business Debtors' Motion to Sell Substantially All of the Assets Owned by Express Grain Terminals, LLC, Free and Clear of Liens. Claims and Interests, with Liens Attaching to Proceeds of Sale. Outside the Ordinary Course of Business on February 25, 2022. Various orders have already been entered with respect to the sale of certain assets, and the order approving the sale of substantially all of the remaining assets upon which UMB Bank, N.A, holds security interests is forthcoming. UMB was the highest and best bidder for assets upon which it holds liens and security interests, excluding accounts receivable, cash and inventory. StoneX, Macquarie, UMB, and several other interested parties -- including farmers, farming entities, and production lenders -- assert lien and/or ownership interests in certain pre-petition soybeans and corn stored by one or more of the Business Debtors by virtue of, among other reasons, their possession of documentation that constitute valid warehouse receipts and scale tickets under applicable law. While a small amount of Pre-Petition Grain remains undelivered, the vast majority of Pre-Petition Grain has either been sold or has been processed through the Debtor's manufacturing operations and is in the form of cash, accounts receivable or finished goods/inventory. Accordingly, the proceeds from the use and sale of the Pre-Petition Grain may also be considered, at least in part, cash collateral. The Court said the Business Debtors will continue their cash management system with UMB as previously established and executed and as previously approved. UMB is authorized to continue to service and administer the Bank Accounts as depository accounts of the Business Debtors as debtors-in-possession without interruption and in the usual and ordinary course of business, and to receive, process, honor, and pay, in accordance with the Motion, any or all checks, drafts, wires or ACH Transfers drawn on such Bank Account. Effective as of the Petition Date, UMB and the other Pre-Petition Grain Interest Holders will be granted replacement security interests in, and liens on, all property-acquired post-petition of the Business Debtors and the Business Debtors' bankruptcy estates that is the same type of property that UMB and the other Pre-Petition Grain Interest Holders may respectively hold a pre-petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests, if any. The amount of each of the Replacement Liens shall be up to the amount of any diminution in value of the respective collateral positions of such parties from the Petition Date. The priority of the Replacement Liens will be in the same priority as such parties' pre-petition interests, liens and security interests in similar property. To the extent the Replacement Liens prove inadequate to protect UMB or other Pre-Petition Grain Interest Holders from a demonstrated diminution in the value of their respective collateral positions from the Petition Date, the parties are granted an administrative expense claim under section 503(b) with priority in payment under section 507(b). In addition, to protect Pre-Petition Grain Interest Holders from a demonstrated diminution in the value of their property interests in the Pre-Petition Grain, such parties are granted an administrative expense claim under section 503(b) with the same priority in payment of the Lender Super Priority Claim. The provisions of the Order and adequate protection granted herein, including the Replacement Liens, will also extend to any cash or Pre-Petition Grain used by the Business Debtors subsequent to the Petition Date, but prior to entry of the Order. However, nothing in this Order is meant to ratify or authorize on a nunc pro tunc basis by unauthorized payments on pre-petition claims and such payments remain subject to recovery by the bankruptcy estates under applicable bankruptcy law including, without limitation, pursuant to A copy of the motion and the Debtors' budget for the period from May 6 to June 3, 2022, is available at https://bit.ly/3kIqtSy from PacerMonitor.com. A copy of the order is available at https://bit.ly/3MUYlaM from PacerMonitor.com. The Debtors project total operating disbursements on a weekly basis as follows: $23,339 for the period ending May 6, 2022; $194,655 for the period ending May 13, 2022; $224,519 for the period ending May 20, 2022; $256,115 for the period ending May 27, 2022; and $63,935 for the period ending June 3, 2022. About Express Grain Terminals Greenwood, Mississippi-based Express Grain Terminals, LLC, produces soy products such as oil and biodiesel. Express Grains Terminals and its affiliates, Express Biodiesel, LLC and Express Processing, LLC, sought Chapter 11 protection (Bankr. N.D. Miss. Lead Case No. 21-11832) on Sept. 29, 2021. At the time of filing, Express Grains Terminals listed up to $50 million in assets and up to $100 million in liabilities. Judge Selene D. Maddox oversees the cases. The Law Offices of Craig M. Geno, PLLC, is the Debtors' legal counsel. UMB Bank, N.A., the Debtors' lender, is represented by Spencer Fane LLP. FAIRPORT BAPTIST: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Fairport Baptist Homes 22-20220 4646 Nine Mile Point Road Fairport, NY 14450 Fairport Baptist Homes Adult Care Facility, Inc. 22-20221 4646 Nine Mile Point Road Fairport, NY 14450 FBH Community Ministries 22-20222 4646 Nine Mile Point Road Fairport, NY 14450 FBH Distinctive Living Communities, Inc. 22-20223 d/b/a The Woodlands 4646 Nine Mile Point Road Fairpoint, NY 14450 Business Description: The Debtors operate skilled nursing care facilities. Chapter 11 Petition Date: May 6, 2022 Court: United States Bankruptcy Court Western District of New York Debtors' Counsel: John A. Mueller, Esq. LIPPES MATHIAS LLP 50 Fountain Plaza Suite 1700 Buffalo, NY 14202 Tel: 716-853-5100 Fax: 716-853-5199 Email: jmueller@lippes.com Fairport Baptist Homes' Estimated Assets: $1 million to $10 million Fairport Baptist Homes' Estimated Liabilities: $10 million to $50 million Fairport Baptist Homes Adult's Estimated Assets: $50,000 to $100,000 Fairport Baptist Homes Adult's Estimated Liabilities: $1 million to $10 million FBH Community's Estimated Assets: $500,000 to $1 million FBH Community's Estimated Liabilities: $500,000 to $1 million FBH Distinctive's Estimated Assets: $50,000 to $100,000 FBH Distinctive's Estimated Liabilities: $1 million to $10 million The petitions were signed by Thomas H. Poelma as president. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NB4LKEA/Fairport_Baptist_Homes__nywbke-22-20220__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2N5RI4Q/Fairport_Baptist_Homes_Adult_Care__nywbke-22-20221__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/UD52AKA/FBH_Community_Ministries__nywbke-22-20222__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/TZEYB7I/FBH_Distinctive_Living_Communities__nywbke-22-20223__0001.0.pdf?mcid=tGE4TAMA FLORIDA DEVELOPMENT: Moody's Rates 2022A/B Education Bonds 'Ba2' ---------------------------------------------------------------- Moody's Investors Service has assigned an initial Ba2 rating to the Florida Development Finance Corporation's $26.63 million Educational Facilities Revenue Bonds (Innovation Montessori, Inc. Projects), Series 2022A and $365,000 Taxable Educational Facilities Revenue Bonds (Innovation Montessori, Inc. Projects), Series 2022B. Following the sale, the school will have approximately $27 million in outstanding revenue debt. A stable outlook has also been assigned. RATINGS RATIONALE The Ba2 rating assignment incorporates Innovation Montessori (IM), Inc.'s solid enrollment and demand in pre-Kindergarten through grade 8, the growing population and large student base in Ocoee and in Orange County School District (Aa1 stable), strong governance and the school's good relationship with its authorizer. The school faces potential challenges in achieving full enrollment at its high school, as this will require a materially improved conversion of grade 8 to grade 9 students. Likewise, retention will need to improve in the high school between grades 9 and 12. The rating Ba2 reflects very weak liquidity. Improvement of the school's liquid reserves will be critical over the next several years. Weak coverage levels, which are projected to persist for the foreseeable future, are highly dependent on IM meeting enrollment projections. In addition, post issuance the school will be heavily leveraged, though favorably, it has no additional debt plans. Lastly, IM needs to make improvements to the high school it expects to bring on line by August of 2022, and the rating reflects some construction and completion risk as well. As an initial rating, governance is considered a key credit driver in this rating. The school exhibits a demonstrated history of strong governance with a diversely skilled and active board and a in house management team that works closely with the board broadly and with the finance committee specifically. RATING OUTLOOK The stable outlook reflects Moody's expectation that the school's strong governance, coupled with a healthy wait list, and established operating history will continue to support stable operations going forward. The stable outlook also reflects Moody's expectation that the school will grow liquidity and coverage levels and maintain them above covenant requirements. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Fully enrolled school at all levels Sustained debt service coverage well above projections Trend of days cash on hand above 100 FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Decline in enrollment Weakening of core financial metrics Deterioration of academic performance and competitive position LEGAL SECURITY The Series 2022A and Series 2022B bonds are being issued by the Florida Development Finance Corporation, proceeds of which will be loaned to the borrower, Innovation Montessori, Inc., an obligated group per the loan agreement. The obligated members - the schools, include Innovation Montessori, Inc the parent of Innovation Montessori Ocoee, Innovation Montessori Ocoee High School, Innovation Montessori Ocoee-Casa. The schools obligation is joint and several, absolute and unconditional and irrevocable pledge. The schools pledge includes all adjusted revenues. Adjusted revenues include school board payments and all operating and nonoperating revenues, receipts, fees, rentals, proceeds, and non-restricted donations. The school board payments including capital outlay funds are the primary source of revenue and are the principal and expected source of repayment of the bonds. Additional security is provided by a first lien mortgage on all obligated group facilities. The schools receive monthly disbursements from the school board. The schools remit payment of school board disbursements and other funds to the trustee on a monthly basis. Starting with fiscal year June 30, 2023 bond covenants include a minimum of 1.1x annual debt service coverage disclosed within three weeks of completion of the audited financial statements. The debt service ratio equals available revenues of the obligated group divided by annual debt service of the obligated group. Available revenues include adjusted revenues plus gifts, grants, and donations which can be used to pay operating expenses. The liquidity ratio starts on June 30, 2023, at an amount not less than thirty (30) Days Cash on Hand, and on June 30, 2024, not less than forty-five (45) Days Cash on Hand. Additional covenants include an additional bonds test based both on projected coverage and historical coverage. The historical debt service coverage ratio in the most recent audited fiscal year must equal at least 1.2x. The debt service coverage ratio in the two fiscal years immediately following completion of the newly financed project must equal at least 1.2x on all debt. Total debt and line of credits shall not exceed 15% of adjusted revenues. A debt service fund, funded at Maximum Annual Debt Service, will be fund with bond proceeds. USE OF PROCEEDS Proceeds will be used to finance the acquisition and renovation of the existing facilities, which are currently leased, and acquire and improve a high school facility. PROFILE Innovation Montessori, Inc. is the parent organization under which three schools operate. The three schools include a private pre-Kindergarten- Innovation Montessori Ocoee-Casa, the charter Innovation Montessori Ocoee serving kindergarten through grade 8, and the charter Innovation Montessori Ocoee High school serving grade 9 through grade 12. The schools serves approximately 907 students in fiscal 2022. It expects to reach maximum enrollment of 1,088 by fall 2025 as the high school becomes fully enrolled. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in September 2016. FORMER CHARTER: Egan-Jones Keeps BB Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on April 21, 2022, maintained its 'BB' local currency senior unsecured ratings on debt issued by Former Charter Communications Parent, Inc. Headquartered in Stamford, Former Charter Communications Parent, Inc. offers broadband Internet communications services. GAP INC: Egan-Jones Keeps B+ Senior Unsecured Ratings ----------------------------------------------------- Egan-Jones Ratings Company on April 22, 2022, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Gap, Inc. Headquartered in San Francisco, California, Gap, Inc. is an international specialty retailer operating retail and outlet stores. GEORGE WESTON: Egan-Jones Keeps BB Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by George Weston Limited. Headquartered in Toronto, Canada, George Weston Limited operates as a supermarket. GLEASON'S GYMNASTIC: Hearing Today on Bid to Use Cash Collateral ---------------------------------------------------------------- Gleason's Gymnastic School, Inc. asks the U.S. Bankruptcy Court for the District of Minnesota for authority to use cash collateral and provide adequate protection. The Debtor requests an order authorizing the use of cash collateral in which American Express National Bank and the U.S. Small Business Administration hold a security interest. The Debtor will use the cash collateral to continue their operations and reorganize in Chapter 11. The Debtor requests interim authorization to use cash collateral through May 25, 2022, and final authorization to use cash collateral through December 31, 2022. As adequate protection, the Debtor proposes to make monthly payments, grant the Secured Party replacement liens in the cash collateral and provide detailed monthly reports regarding cash collections and expenditures. As of the Petition Date, the Debtor estimates it owes American Express National Bank in the approximate amount of $167,269. American Express National Bank filed a UCC financing statement against the Debtor's cash collateral in the Office of the Minnesota Secretary of State on August 31, 2018, identified as filing number 1030270100713. As of the Petition Date, the Debtor estimates it owes the U.S. Small Business Administration in the approximate amount of $150,000. The SBA filed a UCC financing statement against the Debtor's cash collateral in the Office of the Minnesota Secretary of State on July 20, 2021, identified as filing number 1168137301033. The Debtor will use cash collateral to pay essential business expenses, which include: rent payments, pre-petition and post-petition wages and benefits for its employees, other payroll liabilities, utilities, insurance, and other ordinary expenses necessary to operating the Debtor's business. After the interim period, the Debtor must also have access to cash collateral to pay rent payments and administrative expense obligations, such as professional fees and United States Trustee fees, in addition to the essential business expenses. The Debtor is proposing to pay American Express National Bank $10,000 per month as adequate protection to ultimately be applied against its secured claim. The Debtor is proposing to pay the SBA pursuant to the terms of the original loan whereby payments do not start until December 16, 2022 and are $731 per month. A hearing on the matter is scheduled for May 9, 2022 at 2 p.m. A copy of the order is available at https://bit.ly/37hXHVI from PacerMonitor.com. About Gleason's Gymnastic School Gleason's Gymnastic School, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 22-30690) on May 2, 2022. At the time of filing, the Debtor was estimated to have up to $1 million in both assets and liabilities. The Debtor is represented by Thomas H. Olive Law, P.A. GPMI CO: Selling 2009 Nissan Sentra Car for Not Less Than $2.4K --------------------------------------------------------------- GPMI, Co., seeks approval from the U.S. Bankruptcy Court for the District of Arizona to sell its 2009 Nissan Sentra 4 Dr 2.0S, VIN 3N1AB61E49L638377, for an amount not less than $2,419.20. The Automobile was originally purchased by the Debtor to use as a test bed for a variety of new products in development. Debtor is no longer pursuing those lines of business and therefore they no longer have any need for the Automobile, which is sitting unused in the Debtor's parking lot. The Automobile is in fair condition. According to Kelly Blue Book, the estimated range of values for the Automobile in a private sale is $3,024 to $4,375. The Debtor has paid for the Automobile in full, so there are no purchase money security interests in the Automobile, and Debtor has never specifically pledged the Automobile as collateral. Accordingly, the only encumbrances on the Automobile are any blanket liens held the Debtor's creditors. The Debtor has not yet found a buyer, but rather seeks general approval to sell the Automobile for no less than $2,419.20, which is 80% of the low end of the Kelly Blue Book value. Given that the Debtor no longer needs the Automobile for operation of its going concern, it believes in its business judgment that selling the Automobile is in the best interests of the estate and will benefit the estate. Based on the estimated Kelly Blue Book value, the Debtor believes that the proposed sale terms are fair and reasonable. The Debtor requests the entry of an order approving the sale of the Automobile free and clear of all liens, claims, encumbrances, and interests, with any such liens, claims, encumbrances, and interests to attach to the proceeds of the sale, which will constitute cash collateral, in order of their respective priority. The Debtor respectfully requests that the Court exercises its discretion under Bankruptcy Rule 6004(h) and waives the 14-day stay of the Order granting Debtor authority to sell the Automobile. About GPMI Co. GPMI Company is engaged in developing new concepts, innovating products, program development, and marketing. GPMI is an Arizona based company established in 1989, with production facilities across the United States. GPMI filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-00150) on Jan. 10, 2022, listing as much as $50 million in both assets and liabilities. Yarron Bendor, president, signed the petition. Judge Eddward P. Ballinger Jr. oversees the case. The Debtor tapped Engelman Berger, PC, led by Steven N. Berger, Esq., as legal counsel; Dickinson Wright PLLC as special counsel; and MCA Financial Group, Ltd. as financial consultant. GUARACHI WINE: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Guarachi Wine Partners Inc. asks the U.S. Bankruptcy Court for the Central District of California, San Fernando Division, for authority to use cash collateral in accordance with the budget, with a 20% variance and provide adequate protection. The entities known to have an interest in the Debtor's cash collateral are City National Bank, N.A. and Parker Station, Inc. The Debtor needs immediate and ongoing use of cash collateral to pay payroll, inventory, commissions to brokers and distributers, shipping, taxes, and rent for its office and the warehousing of its inventory. In September 2018, the Debtor entered into an Asset Purchase Agreement with PSI whereby the Debtor purchased the "Parker Station" brand, goodwill, intellectual property, and other assets for $920,000, plus approximately $655,000 for existing inventory. In connection with the APA, the Debtor also entered into a Wine Production Agreement with PSI whereby PSI agreed to produce the products sold by the Debtor under the Brand and the Debtor agreed to purchase at least 25,000 9 liter cases of such product from PSI on an annual basis. The Parker Production Agreement has an initial term of five years ending on or about September 28, 2023 with renewal options. The Debtor's obligations under the APA and Parker Production Agreement were secured by a lien on the Parker Station Assets and Post-Closing Inventory. However, the blanket lien of CNB, the Debtor's pre-petition lender, on the Debtor's assets is senior to the PSI Lien. The Debtor owes CNB approximately $400,000. As set forth in the UCC Report the Debtor obtained, together with the UCC-1 Financing Statements filed against the Debtor and attached to the UCC Report. The Debtor owes PSI approximately $426,326. As set forth in the UCC Report, the Debtor's obligations to PSI under the APA and Production Agreement are secured by the second priority PSI Lien on the Parker Station Assets and Post-Closing Inventory. In addition to the foregoing alleged secured claims, non-insider, general unsecured creditors are asserting approximately $4.033 million in claims against the Debtor. The amount includes (1) the disputed, contingent, and unliquidated general unsecured claim asserted by Bodega Norton, S.A. in the approximate amount of $1.921 million, which claim is the subject of pending litigation (now stayed) initiated by Bodega against the Debtor, to which the Debtor has filed a counter-claim against Bodega in that litigation, (2) the contingent and unliquidated general unsecured claim asserted by the Small Business Administration in the approximate amount of $667,382 for a PPP loan, which loan the Debtor believes will be forgiven pursuant to PPP loan guidelines, which forgiveness process the Debtor has already started, and (3) certain other disputed, contingent, and unliquidated general unsecured claims. Like many companies, the Debtor suffered a downturn in business due to the COVID-19 pandemic. The Debtor's business was also affected by global supply chain issues, cost increases, and the aforementioned dispute with Bodega, the Debtor's primary supplier of Argentinian wines, which resulted in Bodega refusing to renew its agreement with the Debtor to be the exclusive importer of Bodega wines. Due to the foregoing business issues and costs associated with litigating with Bodega and another primary wine supplier, the Debtor was unable to pay creditors as their claims became due. In order to obtain a breathing spell from litigation and immediate demands for payment by creditors and suppliers, and to afford itself an opportunity for an improvement in demand for wine and potential cost reductions and a hopeful successful reorganization, the Debtor decided to file for Chapter 11 protection. The Debtor believes that as the COVID-19 related downturn in business and supply chain issues subside, it will be able to rebuild its sales and business and emerge as a viable enterprise, which will allow the Debtor to maximize the return to creditors. In furtherance of that effort, the Debtor currently intends to file a plan of reorganization within 90-day period provided for in Section 1189. As adequate protection for the use of cash collateral, in addition to an equity cushion of well over 20% and continued operations, the Debtor proposes to grant the Secured Creditors replacement liens on, and security interests in, the assets of the Debtor's estate with the same extent, validity, and priority as the Secured Creditors' prepetition liens on pre-petition collateral and all post-petition proceeds obtained by the Debtor from such pre-petition collateral, to the extent of any diminution in the Secured Creditors' collateral after the petition date resulting from the Debtor's use of any cash collateral in which the Secured Creditors' have a valid interest and to make regular payments to the Secured Creditors. A copy of the motion is available at https://bit.ly/3yiQnnU from PacerMonitor.com. About Guarachi Wine Partners Inc. Guarachi Wine Partners Inc. is a wine wholesaler based in California. Guarachi Wine Partners was founded by Alex Guarachi, has been in business since 1985, and was formally incorporated in January 1988, with Mr. Guarachi as its sole shareholder. Guarachi Wine Partners sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10545) on May 4, 2022. In the petition signed by Alejandro Guarachi, president and CEO, the Debtor disclosed up to $10million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchick, LLP is the Debtor's counsel. GUILDWORKS LLC: Wins Cash Collateral Access Thru June 26 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon authorized Guildworks, LLC to use up to $1,582,911 in cash collateral on a final basis for the period from March 14, 2022 through June 26, 2022 in accordance with the budget, with a 15% variance. The parties that may claim a lien in the Debtor's cash collateral are Business Impact NW, the U.S. Small Business Administration, Biz Fund, LLC, and Union Funding. As adequate protection for any diminution in value of BINW and Union's interests in its prepetition collateral, and post-petition interest, costs and fees, if any, and as security for the Post-petition Indebtedness, and to the extent that the cash collateral is utilized by the Debtor, for the purposes of providing adequate protection within the meaning of Bankruptcy Code sections 361 and 363, the Secured Parties are granted valid and perfected replacement security interests in, and liens on, the same type of postpetition assets in which the Secured Parties holds valid and perfected liens prior to the Petition Date to the same extent, validity and priority as existed on the prepetition collateral. The Adequate Protection Lie ns will constitute perfected liens on all of the Collateral as to which the Secured Parties held a valid and perfected lien as of the Petition Date to the same extent, validity and priority as existed on the Prepetition Collateral. As further adequate protection for the Debtor's use of cash collateral, starting on April 1, 2022, the Debtor will make a monthly payment to BINW of $2,000 and to Union of $2,000. These adequate protection payments will be applied to the Debtor's obligations to each such creditor in accordance with the existing agreements between it and the Debtor, without application of any default interest provisions that may be claimed to be applicable due to the Debtor's bankruptcy filing. A copy of the order and the Debtor's budget is available at https://bit.ly/3KCMJrE from PacerMonitor.com. The Debtor projects $1,510,728 in cash receipts and $1,363,880 in total operating expenses. About Guildworks LLC Guildworks LLC is a Portland, Oregon-based company that engages in the full-service design, manufacture and installation of temporary and permanent fabric structures. Guildworks LLC and affiliate, Guildworks-Works LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 22-30388) on March 14, 2022. In the petition filed by Mark C. Ricketts, as member, Guildworks LLC estimated total assets between $100,000 and $500,000 and liabilities between $50 million and $100 million. The cases are handled by Honorable Judge Teresa H. Pearson. Troy Sexton, Esq., at Motschenbacher & Blattner, LLP, is the Debtors' counsel. HARSCO CORP: Egan-Jones Lowers Senior Unsecured Ratings to BB- -------------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Harsco Corporation to BB- from B+. Headquartered in Camp Hill, Pennsylvania, Harsco Corporation is an industrial services and engineered products company. HASBRO INC: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ------------------------------------------------------------ Egan-Jones Ratings Company on April 21, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Hasbro, Inc.to BB+ from BB. Headquartered in Pawtucket, Rhode Island, Hasbro, Inc. designs, manufactures, and markets toys, games, interactive software, puzzles, and infant products internationally. HAWAIIAN HOLDINGS: Egan-Jones Keeps CCC- Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on April 21, 2022, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Hawaiian Holdings, Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides scheduled and charter air transportation of passengers, cargo, and mail. HCA HEALTHCARE: Egan-Jones Keeps BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on April 20, 2022, maintained its 'BB+' local currency senior unsecured ratings on debt issued by HCA Healthcare, Inc. Headquartered in Nashville, Tennessee, HCA Healthcare, Inc. offers health care services. HCA INC: Egan-Jones Upgrades Senior Unsecured Ratings to BB+ ------------------------------------------------------------ Egan-Jones Ratings Company on April 20, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by HCA Inc. to BB+ from BB. Headquartered in Nashville, Tennessee, HCA Inc. of Delaware owns, manages, and operates hospitals. HEMANI HOSPITALITY: Unsecureds Will Get 25% of Claims over 5 Years ------------------------------------------------------------------ Hemani Hospitality, LLC filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a Small Business Amended Plan of Reorganization. The Debtor owns and operates a 73-room Baymont by Wyndham hotel in Chambersburg, Pennsylvania at 1122 Wayne Road, Chambersburg, Pennsylvania 17201 (the "Hotel"). This bankruptcy was precipitated by the adverse impacts of the COVID-19 worldwide pandemic on the Hotel. Throughout the pandemic, the Hotel as experienced a dramatic decline in occupancy due to diminished business and personal travel within the United States of America. The Amended Plan proposes to pay the Debtor's creditors from the cash flow from the operations of the Debtor and a refinancing. The Amended Plan proposes to pay administrative, secured tax and priority claims in full unless otherwise agreed. The Debtor estimates approximately 25% will be paid on account of general unsecured claims pursuant to the Amended Plan. Class 4 consists of all General Unsecured Creditors. Total Estimated Amount of Allowed General Unsecured Claims is $210,100.00. Each General Unsecured Creditor will be paid 25% of its Allowed General Unsecured Claim over five years. This Class is impaired. Upon the Effective Date of the Amended Plan, Niranjan Khatiwala, Mayur Khatiwala, and Nimesh Yesuwala will retain their respective ownership interests in the Debtor in the same amounts and in the same voting class as existed on the Petition Date. The income generated from the Debtor's operation of the Hotel will serve as the funding source for distribution to the (i) holders of Administrative Claims in Class 1; (ii) Allowed Secured Claim of Noah Bank in Class 2; (iii) holders of Allowed Secured Tax Claims in Class 3; and (iv) holders of Allowed General Unsecured Claims in Class 4. The Debtor will make a good faith attempt to refinance the secured obligation to Noah Bank, and such refinancing will occur 60 months after the Effective Date of the Amended Plan. The amount to be refinanced will be $4,314,488.39, less all payments received by Noah Bank from the Debtor over the 60-month period following the Effective Date, in full satisfaction of Noah Bank's allowed secured claim against the Debtor. A full-text copy of the Amended Plan dated May 2, 2022, is available at https://bit.ly/387DeDE from PacerMonitor.com at no charge. Counsel for the Debtor: Beverly Weiss Manne, Esq. Michael A. Shiner, Esq. Maribeth Thomas, Esq. Tucker Arensberg, P.C. 1500 One PPG Place Pittsburgh, PA 15222 Telephone: (412) 566-1212 Facsimile: (412) 594-5619 Email: bmanne@tuckerlaw.com mshiner@tuckerlaw.com mthomas@tuckerlaw.com About Hemani Hospitality Hemani Hospitality, LLC is a New Jersey limited liability company formed in 2005. It owns and operates the Baymont by Wyndham Hotel in Chambersburg, Pa. Hemani Hospitality filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Pa. Case No. 21-02416) on Nov. 11, 2021, listing as much as $10 million in both assets and liabilities. Niranjan Khatiwala, managing member, signed the petition. Beverly Weiss Manne, Esq., at Tucker Arensberg, PC is the Debtor's legal counsel. HOVNANIAN ENTERPRISES: Unit Completes Redemption of $100M Sr. Notes ------------------------------------------------------------------- K. Hovnanian Enterprises, Inc., a wholly-owned subsidiary of Hovnanian Enterprises, Inc., completed the redemption of $100,000,000 aggregate principal amount of its 7.75% Senior Secured 1.125 Lien Notes due 2026 at a redemption price of 103.875% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date, which was funded with available cash. As of April 29, 2022, after giving effect to the Redemption, the total aggregate principal amount of the Notes outstanding was $250,000,000. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes. As of Jan. 31, 2022, the Company had $2.31 billion in total assets, $2.11 billion in total liabilities, and $196.89 million in total equity. * * * In August 2021, Moody's Investors Service upgraded Hovnanian Enterprises, Inc.'s Corporate Family Rating to Caa1 from Caa2. Moody's said the Corporate Family Rating upgrade to Caa1 reflects the reduced risk of restructuring activity given the improvement in Hovnanian's operating and financial performance and the extension of the company's debt maturity profile given the recent debt redemptions. As reported by the TCR on July 28, 2021, S&P Global Ratings affirmed its ratings on U.S.-based homebuilder Hovnanian Enterprises Inc., including its 'CCC+' issuer credit rating, and S&P revised its outlook to positive. The positive outlook indicates that S&P could raise the rating to 'B-' if the company reduces debt and EBITDA to interest coverage is sustained above 2x over the next 12 months, amid further profit improvements. IAMGOLD CORP: S&P Downgrades ICR to 'B-' on Elevated Liquidity -------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit and unsecured debt ratings on Toronto-based gold producer IAMGOLD Corp. to 'B-' from 'B'. The negative outlook reflects the risks that further project cost escalations or weaker-than-expected gold margins over the next 12 months could add significant uncertainty to the company's ability to meet its capital spending commitments and maintain a sustainable capital structure. IAMGOLD announced a substantial increase in capital cost estimates for its Cote Gold development project and now estimates that US$1.2 billion-US$1.3 billion remains to be spent (for IAMGOLD's 70% share; as of April 1, 2022) to complete the project. The revised capital costs are US$550 million-US$600 million higher compared with the company's last guidance and the increase primarily pertains to earthworks and plant infrastructure scope gaps, productivity challenges, and indirect costs. In addition, the company expects that project completion will be delayed by several months and is now targeted to conclude toward the end of 2023, deferring the expected cash flow contribution from the project. S&P said, "Based on the above factors, we now expect that IAMGOLD will incur larger-than-expected free cash flow deficits through 2023, more than US$400 million higher compared with our previous expectations, to complete the project. Under our base-case estimates, we believe IAMGOLD will generate close to US$1.3 billion of free cash flow deficits in 2022-2023 to bring the Cote Gold project into commercial production. We believe the estimated free cash flow deficits will exhaust the company's existing liquidity sources (about US$525 million of cash and US$500 million undrawn revolver as of March 31, 2022) over the next 12 months and will require sizable external funding to finish the project. We assume the majority of the financing would likely come from debt or debt-like arrangements, leading to materially higher leverage and adjusted debt to EBITDA increasing to the high-5x area in 2023. In our view, the company's access to capital at reasonable terms would be limited and that reduces financial flexibility for any future unforeseen events. The company could explore potential joint venture and asset sale opportunities to meet the funding shortfall, but we have not assumed that in our forecast at present due to timing and potential value uncertainty. "Our cash flow estimates incorporate our recent increase in gold price assumptions, which somewhat mitigates the impact of the announced capital cost increases. We believe IAMGOLD's cash flows and liquidity are now increasingly sensitive to fluctuations in gold prices and a sharp decline in prices could lead to a negative rating impact. For example, if gold prices average US$100 per ounce (oz) below our assumption for 2022-2023, the free cash flow deficits and debt would increase by about US$150 million compared with our base-case estimates. In such a scenario, leverage will increase to unsustainable levels, with adjusted debt to EBITDA close to 8x in 2023." Cote Gold is a large project estimated to contribute about 370,000 ounces annually (on a 100% basis) over its estimated 18-year mine life. In addition, its current expected life-of-mine cash cost profile in the mid-US$600/oz area is very attractive compared with IAMGOLD's existing producing assets that are averaging above US$1,000/oz. S&P said, "Therefore, we believe the successful completion of the Cote Gold project is key for IAMGOLD to materially increase its production size and reduce its overall exposure to operations in high-risk jurisdictions. In addition, the relatively low-cost operations should support improvement in IAMGOLD's profitability and reduce earnings sensitivity associated with gold price volatility. However, with the project only 50% complete at this point, we believe the company's liquidity and financial position remains exposed to unforeseen operating challenges at the existing operations and additional Cote Gold-related cost overruns/delays until Cote Gold starts contributing to production and cash flows." The recent management changes also add an additional layer of risk over this period as IAMGOLD explores financing alternatives and undertakes strategic review of the asset portfolio. S&P said, "The negative outlook primarily reflects our view of the company's constrained liquidity position and the large funding shortfall the company faces to complete the Cote Gold project in 2023. We believe that further project cost escalations or weaker-than-expected gold margins over the next 12 months could add significant uncertainty to the company's ability to meet its capital spending commitments and maintain a sustainable capital structure. "We could lower our ratings within the next 12 months if the company is not able to secure the needed financing for the Cote Gold project, increasing liquidity concerns and the risk that the project will be delayed or not completed. We could also lower the rating if higher-than-expected free cash flow deficits or lower-than-expected gold margins lead to materially higher debt and an unsustainable capital structure. In our view, this could result from further capital cost escalations, gold prices sustainably below our current price assumptions, or material operating issues that negatively affect production or unit costs. "We could revise the outlook to stable over the next 12 months if the company's liquidity position improves from a new source of financing, such that there is an improved visibility that the Cote Gold project will be brought into commercial production on time and on budget. In this scenario, we would also expect sustained strength in gold prices and operating results that are at least in line with our current expectations." ESG credit indicators: E-3, S-4, G-3 IBIO INC: Chief Operating Officer Resigns ----------------------------------------- Randy J. Maddux resigned as Ibio Inc.'s chief operating officer, effective May 2, 2022. Ibio said Mr. Maddux's decision to resign did not result from any disagreement with the company. Mr. Maddux will assist with the transition of his responsibilities to Mike Jenkins, vice president, operations, and will provide strategic consultation services. Effective as of May 2, 2022, Mr. Maddux will continue to serve as a strategic advisor and provide consultation services pursuant to his consultation agreement with the company. The consultation agreement provides for a monthly payment of $10,000 to Mr. Maddux. The agreement may be terminated by the company and Mr. Maddux with or without cause after the initial 12 months of the effective date. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics manufacturing company. Its FastPharming System combines vertical farming, automated hydroponics, and novel glycosylation technologies to rapidly deliver high-quality monoclonal antibodies, vaccines, bioinks and other proteins. iBio is developing proprietary products which include biopharmaceuticals for the treatment of cancers, as well as fibrotic and infectious diseases. The Company's subsidiary, iBio CDMO LLC, provides FastPharming Contract Development and Manufacturing Services along with Glycaneering Development Services for advanced recombinant protein design. iBio reported a net loss attributable to the Company of $23.21 million for the year ended June 30, 2021, a net loss attributable to the company of $16.44 million for the year ended June 30, 2020, and a net loss attributable to the Company of $17.59 million for the year ended June 30, 2019. As of Sept. 30, 2021, the Company had $143.74 million in total assets, $43.21 million in total liabilities, and $100.53 million in total equity. INFINERA CORP: Incurs $41.9 Million Net Loss in First Quarter ------------------------------------------------------------- Infinera Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $41.85 million on $338.87 million of total revenue for the three months ended March 26, 2022, compared to a net loss of $48.32 million on $330.91 million of total revenue for the three months ended March 27, 2021. As of March 26, 2022, the Company had $1.50 billion in total assets, $562.50 million in total current liabilities, $599.47 million in long-term debt (net), $18.59 million in long-term accrued warranty, $29.91 million in long-term deferred revenue, $2.28 million in long-term deferred tax liability, $50.40 million in long-term operating lease liabilities, $62.18 million in other long-term liabilities, and $170.21 million in total stockholders' equity. Infinera CEO David Heard said, "Demand in our fiscal first quarter was quite strong, with double digit year-over-year growth in bookings and record backlog. We won multiple new customer deals at a faster pace and of a larger magnitude than originally expected. However, the suspension of our operations in Russia late in the quarter and the supply chain impact from delayed customer project completions and elevated costs each muted our revenue and margin." "In the quarter, we achieved additional success milestones in our 8x4x1 strategy as we ramped ICE6 and began producing key elements of our pluggables ahead of schedule, which is critical to the future expansion of our addressable market and margins. We feel confident that our recent wins, record backlog and focused execution set us up for achieving improved revenue growth and margins in the second half of the year." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1138639/000113863922000071/infn-20220326.htm About Infinera Corp. Headquartered in Sunnyvale, Calif., Infinera Corp. -- www.infinera.com -- is a global supplier of innovative networking solutions that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. The Infinera end-to-end packet-optical portfolio delivers industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. Infinera reported a net loss of $170.78 million for the year ended Dec. 25, 2021, a net loss of $206.72 million for the year ended Dec. 26, 2020, and a net loss of $386.62 million for the year ended Dec. 28, 2019. INFOW LLC: Families of Victims Want Out of Chapter 11 Quickly ------------------------------------------------------------- Vince Sullivan of Law360 reports that the families of the victims of the 2012 Sandy Hook school massacre asked a Texas bankruptcy judge Friday, May 6, 2022, to schedule a hearing as soon as possible so they can make their case to be released from participation in the Chapter 11 cases of Alex Jones-related holding companies. In the filing, the families say they have dropped their Connecticut state court defamation claims against InfoWars and PrisonPlanetTV, which hold certain trademarks and other intellectual property rights related to conspiracy theorist Alex Jones, whose statements accusing the Sandy Hook massacre of being a staged event. About InfoW LLC InfoW LLC, also known as InfoWars, is an American far-right conspiracy theory and fake news website that is owned by Alex Jones. InfoW LLC sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 22-60020) on April 18, 2022 together with affiliates, IWHealth, LLC and Prison Planet TV LLC. In the petition filed by W. Marc Scwartz, as chief restructuring officer, InfoW LLC estimated assets between $0 and $50,000 and estimated liabilities between $1 million and $10 million. The case is assigned to Honorable Bankruptcy Judge Christopher M. Lopez. Kyung Shik Lee, of Parkins Lee & Rubio LLP, is the Debtor's counsel. INGA VLADMEROVNA SHRAYBER: Selling Newton Property for $2.68 Mil. ----------------------------------------------------------------- Inga Vladmerovna Shrayber asks the U.S. Bankruptcy Court for the District of Massachusetss to approve the sale of the land and the buildings thereon known and numbered as 20 Carlson Avenue, in Newton, Massachusetts 02459, as more particularly described in the deed filed with Middlesex South District Registry of Deeds in Book 55718, Page 320, to Weihua Ding and Haigang Wu for $2.68 million, free and clear of all liens, encumbrances, and other interests. Included in the sale as a part of said Premises are the buildings, structures, and improvements now thereon, and all the fixtures used in connection therewith including, if any, all wall-to-wall carpeting, drapery rods, automatic garage door openers, venetian blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, furnaces, built in heaters, heating equipment, stoves, ranges, oil and gas burners and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels, outside television antennas, fences, gates, trees, shrubs, plants and all appliances as shown. Specifically included in this conveyance are all appliances as shown including the range, wall oven, dishwasher, disposal, microwave, refrigerator, freezer, washer, dryer, washer/dryer combo and all fixtures, all light fixtures and window treatments. The Debtor's Plan called for 60 monthly payments to creditors, and, since confirmation, the Debtor has timely made the first 22 payments to creditors under the Plan. The Debtor has entered into an agreement to sell the Real Estate to the Buyers of 68 Pierrepont Road, Newton, Massachusetts, 02462 for the price of $2.68 million; the proposed Buyers have made a good faith deposit of $134,000. The sale is in accordance to their Purchase Agreement. The Real Estate is subject to a first mortgage to U.S. Bank Trust National Association as Trustee of the Bungalow Series IV Trust, having a principal balance of approximately $750,000, and a second mortgage Citizens Bank, N.A., having a principal balance of approximately $775,500. As of the date hereof, the Debtor has made 22 monthly plan payments, each in the approximate amount of $4,792.38 (and totaling approximately $105,432.36), and there remain 38 monthly payments due under the Plan totaling approximately $182,110.37. Under the Plan, the Debtor remains indebted to her counsel in the amount of $16,704. Under the Agreement, the Debtor has agreed to pay a broker's commission of $107,200, subject to the approval of the Court, and by separate motion has requested this Court for leave to employ real estate brokers and to pay their commission. Accordingly, the proceeds of the contemplated sale are more than sufficient to pay all liens, all remaining plan payments, and the broker's commission. The purchase price will be sufficient to pay all claims of lien; to pay the Plain in full; to pay all of the expenses of the sale, including documentary tax stamps, broker's commission (subject to the pending Motion to Employ Real Estate Brokers), any real estate taxes due, and any other necessary costs and expenses of closing the sale. A copy of the Purchase Agreement is available at https://tinyurl.com/349tb4ju from PacerMonitor.com free of charge. Inga Vladmerovna Shrayber commenced a Chapter 13 case of Sept. 12,2017, and it was converted to a Chapter 11 case (Bankr. D. Mass. Case No. 17-13406) on Dec. 7, 2017. The Debtor's Third Amended Plan of Reorganization was confirmed on June 2, 2020. On Aug. 4, 2020, the Court entered a Final Decree and Order Administratively Closing Case Pending Completion of Plan. INTERNATIONAL INVESTMENT: May 20 Settlement Claims Deadline Set --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York entered an order requiring the proceeds of a settlement related to loans originated by investment funds affiliated by the International Investment Group LLC for affiliates of Vicentin S.A.I.C., including Vicentin S.A.I.C. Sucursal Uruguay, Algondonera Avellaneda S.A., Nacadie Commercial S.A., Frigorifico Regional Industries Alimenticias Reconquista S.A. and Frigorifico Regional Industrias Alimennticias Reconquista S.A. Sucursal Uruguay ("Vicentin Group") to be deposited into the Court's disputed ownership fund. Any claim agains the settlement proceeds must be filed with the Court no later than 5:00 p.m., on May 20, 2022. If you purchased Vicentin Group or participation interests in Vicentin Group loans originated by affiliates of the International Investment Group LLC, including TOF B.V., Trade Opportunities Fund N.V., Trade Finance Funding I Ltd., and Trade Finance Trust, and have not been repaid, you may have a claim to the settlement proceeds. Any party wishing to submit a claim, the claim must be filed electronically with the Court by registered users of the Court's electronic case filing system in accordance with General Order M-242, and by all other parties-in-interest on a 3.5 inch disc, preferable in portable document format, word perfect or any other window-based word processing format which disc will be sent to the office of the Clerk of Court, One Bowling Green, New York, New York 10004-1408. Any hard copy of any claim will be sent to the Chambers of the Hon. Wiles, United States Bankruptcy Judge, One Bowling Green, New York, New York 10004-1408, and electronic copy of the claim will be served upon (a) Pillbury Winthrop Shaw Pittman LLP, Attn: John A. Pintarelli and Patrick Fitzmaurice, at john.pintarelli@pillsburylaw.com and patrick.fitzmaurice@pillsburylaw.com; (b) Morrison & Foerster LLP, attn: Joel Haims, at jhaims@mofo.com; (c) Tannenbaum Helpern Syracuse & Hirschtritt LLP, attn: Michael J. Riela, at Riela@thsh.com; and (d) Thompson Hine LLP, attn: Constance Boland at constance.boland@thompsonhine.com/ International Investment Group L.L.C. operates as an investment management firm. The Company provides advisory services to individuals. ION GEOPHYSICAL: Ropes & Gray Represents Term Lenders Group ----------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Ropes & Gray LLP submitted a verified statement to disclose that it is representing the First Lien Lenders and Second Lien Noteholders in the Chapter 11 cases of ION Geophysical Corporation, et al. During November 2021, members of the Ad Hoc Group retained attorneys with the firm of Ropes & Gray LLP to represent them as counsel in connection with their holdings of the outstanding indebtedness of the above-captioned debtors and debtors in possession. Upon information and belief formed after due inquiry, Ropes & Gray does not hold any disclosable economic interests in relation to the Debtors. Ropes & Gray's address is 1211 Avenue of the Americas, New York, New York, 10036. As of April 29, 2022, members of the Ad Hoc Group and their disclosable economic interests are: Gates Capital Management, Inc. 1177 Avenue of the Americas 46th Floor New York, NY 10036 * Principal Amount of the Revolver: $11,763,960 * Principal Amount of the Notes: $70,479,000 * Number of Equity Interests: 2,672,096 Concise Capital Management, LP 1111 Brickell Ave. #1525 Miami, FL 33131 * Principal Amount of the Revolver: $2,463,240 * Principal Amount of the Notes: $14,760,000 Sabby Volatility Warrant Master Fund, Ltd. c/o Sabby Management, LLC 115 Hidden Hills Drive Spicewood TX 78669 * Principal Amount of the Revolver: $525,720 * Principal Amount of the Notes: $3,150,000 * Short 310,890 IO shares * Short 2,633 call option contracts (representing 263,300 shares) * Long 3,299 put option contracts (representing 329,900 shares) Cable Car Capital LLC 2261 Market Street #4307 San Francisco, CA 94114 * Principal Amount of the Revolver: $522,600 * Principal Amount of the Notes: $3,131,000 * Number of Equity Interests: 300,000 * Short 300,000 IO shares * Short 6,966 call option contracts (representing 696,600 shares) Wolverine Asset Management, LLC 175 West Jackson Blvd., Suite 340 Chicago, IL 60604 * Principal Amount of the Revolver: $324,480 * Principal Amount of the Notes: $1,941,000 * Short 704,425 IO shares Ropes & Gray does not represent the Ad Hoc Group as a "committee" and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or other entity that has not signed a retention agreement with Ropes & Gray. No member of the Ad Hoc Group represents or purports to represent any other member in connection with the Debtors' Chapter 11 Cases. In addition, each member of the Ad Hoc Group (a) does not assume any fiduciary or other duties to any other member of the Ad Hoc Group and (b) does not purport to act or speak on behalf of any other member of the Ad Hoc Group in connection with these chapter 11 cases. Ropes & Gray also represents Ankura Trust Company, LLC in its capacity as (i) successor administrative agent and collateral agent under the Revolving Credit Agreement and (ii) administrative agent and collateral agent under the Debtors' debtor-in-possession financing facility approved in the Debtors' chapter 11 cases. The information contained herein is intended only to comply with Bankruptcy Rule 2019 and is not intended for any other use or purpose. Counsel submits this Statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to Counsel's representation of the Ad Hoc Group. Counsel to the Ad Hoc Group can be reached at: ROPES & GRAY LLP Ryan Preston Dahl, Esq. Matthew M. Roose, Esq. Uchechi Egeonuigwe, Esq. Katharine E. Scott, Esq. E-mail: ryan.dahl@ropesgray.com matthew.roose@ropesgray.com uchechi.egeonuigwe@ropesgray.com katharine.scott@ropesgray.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3LWQ7yY About ION Geophysical Corporation ION Geophysical Corporation is a global technology company that delivers data-driven decision-making offerings to offshore energy and maritime operations markets. It is based in Houston, Texas. ION Geophysical Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-30987) on April 12, 2022. At the time of the filing, ION Geophysical listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Winston & Strawn, LLP as legal counsel; FTI Consulting, Inc. as financial consultant; and Perella Weinberg Partners, LP as investment banker. Epiq Corporate Restructuring, LLC, is the Debtors' notice and claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on April 18, 2022. ISTAR INC: Egan-Jones Lowers Senior Unsecured Ratings to BB- ------------------------------------------------------------ Egan-Jones Ratings Company on April 20, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by iStar Inc. to BB- from B+. Headquartered in New York, New York, iStar Inc. operates as a real estate investment company. J.H. EXCAVATION: Unsecureds Will Get 100% of Claims in 60 Months ---------------------------------------------------------------- J.H. Excavation, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Small Business Chapter 11 Plan of Reorganization dated May 2, 2022. The Debtor was formed in February 2021 by John R. Householder and has done commercial and residential excavation since that time. The Debtor is a sole member LLC with John R. Householder being the sole member. As did many, the Debtor's business suffered from the COVID-19 pandemic and the Debtor fell behind on equipment loans. The Debtor filed the Chapter 11 case to halt repossession of necessary equipment. The Plan proposes to pay administrative and priority claims in full unless otherwise agreed. The Debtor estimates approximately 100% will be paid on account of general unsecured claims pursuant to the Plan. Class 5 consists of General Unsecured Claims of Scott E. Keener in the amount of $31,404.50 and Stearns Bank in the amount of $3,297.60. General unsecured creditors shall be paid 100% of their allowed claims at no interest over a 60-month period. Monthly payments in the amount of $578.37 will be distributed pro-rata to allowed general unsecured creditors during the payment term. The first monthly payment shall be made on or before the last day of the month in the month following the effective date of the Plan. Equity Interest Holder John R. Householder shall retain equity interest with no change in percentage. The Plan will be funded through the ongoing normal business operations of the Debtor. A full-text copy of the Chapter 11 Plan dated May 2, 2022, is available at https://bit.ly/3kQ2fWB from PacerMonitor.com at no charge. Debtor's Counsel: Christopher M. Frye, Esq. Steidl and Steinberg, P.C. 2830 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Phone: 412-391-8000 Email: chris.frye@steidl-steinberg.com About J.H. Excavation J.H. Excavation, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-22576) on Dec. 3, 2021, listing up to $500,000 in assets and up to $50,000 in liabilities. Christopher M. Frye, Esq., at Steidl and Steinberg,P.C. is the Debtor's legal counsel. JODY INC: Files for Chapter 11 Bankruptcy Protection ---------------------------------------------------- Jody Inc. filed for chapter 11 protection in the Western District of Pennsylvania. According to court filings, Jody Inc. estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for June 1, 2022 at 11:00 a.m. About Jody Inc. Jody Inc. is based in Brenham, Texas and is part of the Consumer goods rental industry. Jody Inc. sought Chapter bankruptcy 11 protection (Bankr. W.D. Pa. Case No. 22-20805) on April 27, 2022. In the petition filed by John P. Oliver, as president, Jody Inc., listed estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. David Z. Valencik, of Calaiaro Valencik, is the Debtor's counsel. JTS TRUCKING: Selling Albertville Property to Quality for $445K --------------------------------------------------------------- JTS Trucking LLC filed with the U.S. Bankruptcy Court for the Northern District of Alabama its amended request for approval of private sale of the estate's rights, title, and interest to property located at 940 Portwood Drive, in Albertville, Alabama 35950, also described as Tracts 10, 11, and 12 in the W. C. Portwood 3rd Addition Subdivision, according to the map or plat thereof, recorded in Plat Book 8, page 107, Probate Office, Marshall County, Alabama, to Quality Investment Property, LLC, for $445,000. Prior to and during the pendency of the bankruptcy case, the Debtor employed the services of Kevin Lowery and RelMax The Real Estate Group, 8563 U. S. Highway 431, Albertville, Alabama 35950, as Broker for the Estate. The listing contract provides for a real estate commission of 8%. The Debtor and the Real Estate Broker have agreed to reduce the real estate commission to 4%. There is only one real estate firm involved in the transaction being Kevin Lowery and RelMax The Real Estate Group and Agent is requesting payment of said 4% commission in the amount of $17,800. The Debtor proposes to sell all of the estate's rights, title, and interest to the Property. It proposes to sell the Property free and clear of any and all mortgages, liens, interests, and/or other encumbrances to the Buyer. Otherwise, the property is sold "As Is" and "Where Is" with no warranty of any type whatsoever. The real property to be sold is free and clear of the following liens, mortgages, claims or other interests: a. Vantage Bank, by mortgage filed for record in Marshall County, Alabama on Dec. 30, 2014 in Book 5496 at Page 206 in the amount of $239,000 which will be paid at closing. Said mortgage was modified and said Modification Agreement was filed in Marshall County, Alabama on July 2, 2015 in Book 5569 at Page 296. This indebtedness will be paid and satisfied in full. b. The liens, interests and claims of KHR Properties, LLC as set out in that certain lawsuit styled as KHR Properties, LLC v. JTS Trucking LLC and John H. Lowden, filed in the Circuit Court of Marshall County, Alabama and having case number 50-CV-2018-000021. All liens, claims and interests of Atlantic Southern Construction, Inc. raised in said lawsuits will be released from said property and will only be recoverable from the net proceeds from the sale. These liens, claims and interests are in bona fide dispute. Other than the payment of Vantage Bank, all liens, claims, mortgages, or other interests will attach to the proceeds of the sale. The Debtor reserves the right to contest the validity, priority, extent of any such claim, lien or other interest. The Debtor moves the Court to (i) authorize it to pay for title insurance, pro-rated ad valorem taxes, real estate commission as hereinabove set out and requested, and any other cost at the closing of the sale as set forth in the Sales Contract; (ii) waive the stay provisions set forth in Rule 6004(h) to allow the sale to take place as soon as practicable; and (iii) authorize it to pay Vantage Bank the amount necessary to satisfy its mortgage and direct the Debtor to hold the balance of the net proceeds from the sale pending resolution of the amount of claims, if any, owed to KHR Properties, LLC as set. About JTS Trucking JTS Trucking LLC, a trucking company based in Albertville, Alabama, sought protection under Chapter 11 of the Bankruptcy Court (Bankr. N.D. Ala. Case No. 20-40423) on March 6, 2020, listing under $1 million in both assets and liabilities. The petition was signed by Susan M. Lowden, its member. The Debtor tapped Harry P. Long, Esq., at the Law Offices of Harry P. Long, LLC as its counsel; Bill Massey and MDA Professional Group, PC as its accountants; and Kevin Lowery and RE/MAX The Real Estate Group as broker and property manager for the Debtor's estate. KENNETH J. TAGGART: Selling Holland Residential Property to Partner ------------------------------------------------------------------- Kenneth J. Taggart asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve his sale of the real property located at 45 Heron Rd., in Holland, Pennsylvania 18966, to his partner, Diane Kramer. The Debtor motions the Court to approve a sale to the Buyer who also lives in the Property and currently has a personal relationship with Debtor. The proposed sale is not to be considered a "stalking horse" bid, or sale, and would be sold to Buyer upon the Court's approval at the same dollar amount creditor would have received should it enforce its in rem judgment by way of a sheriff sale. Creditor, Specialized Loan Servicing, LLC (SLS), who is the servicer who filed claim on behalf of Deutsche Bank obtained an in rem judgment by way of a foreclosure action. There is no longer a mortgage on the property as a matter of law. The mortgage disappears, once a judgment is entered in a mortgage foreclosure action. In other words, the mortgage is merged in a judgment entered in a mortgage foreclosure action. The Debtor's proposal is for the sale of the Property is his personal residence he shares with his partner, the Buyer and daughter. It would be in the best interest of the bankruptcy estate, and the Debtor to sell the Property to resolve the claim. No other parties would be harmed including creditor as the sale would be for the amount net if the Property were sold at sheriff sale. No party who has filed a claim or interest in the bankruptcy estate would be deprived by the sale. The Debtor motions the Court to hold a hearing to determine the expected net value, or gain, by creditor if the Property were sold at sheriff sale and establish that dollar amount as a sale price for the sale of the property to the Buyer. Kenneth J. Taggart sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 21-12476) on Sept. 9, 2021. KHAF CORP: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- Khaf Corporation asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral and provide adequate protection. The Debtor has an immediate need to use the cash collateral of the U.S. Small Business Administration and New Plan Investments LLC, the Debtor's secured creditors claiming liens on Debtor's personal property including accounts. The Debtor can adequately protect the interests of the Secured Lenders as set forth in the proposed Interim Order for Use of Cash Collateral by providing the Secured Lenders with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. The cash collateral will be used to continue the Debtor's ongoing operations. The Debtor intends to rearrange its affairs and needs to continue to operate in order to pay its ongoing expenses, generate additional income and to propose a plan in the case. The Debtor asserts it is an emergency matter since the Debtor has no outside sources of funding available to it and must rely on the use of cash collateral to continue its operations. A copy of the motion is available at https://bit.ly/3vIs3du from PacerMonitor.com. About Khaf Corporation Khaf Corporation operates a flooring and remodeling business with three locations in the D/FW Metroplex in Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40941) on April 27, 2022. In the petition signed by Jessica Concepcion, owner, the Debtor disclosed up to $1 milion in assets and up to $10 million in liabilities. Judge Edward L. Morris oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. LATAM AIRLINES: $1.4 Billion Internal Loans Are Valid Under NY Law ------------------------------------------------------------------ Vince Sullivan of Law360 reports that a New York bankruptcy judge ruled late Friday, April 29, 2022, that $1.4 billion in intercompany loan claims asserted in the Chapter 11 case of LATAM Airlines Group SA are valid loans under New York law, overruling a claims objection from the debtor's official committee of unsecured creditors. In a 44-page opinion, U.S. Bankruptcy Judge James L. Garrity Jr. said LATAM Finance, an entity created by the debtor in 2016 to raise funds through note issues, provided five loans to the parent debtor through another affiliate, and that all the transfer agreements contained the necessary elements to be treated as a legitimate intercompany loan. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LATAM AIRLINES: GE Sued for Failure to File Chapter 11 Claim ------------------------------------------------------------ Rick Archer of Law360 reports that investment firm Invictus Global Management has filed suit against a General Electric Co. subsidiary in a New York state court, alleging the firm bought a $15. 5 million claim being made against a bankrupt airline, but it was rendered worthless because GE missed a filing deadline. In a complaint filed in New York County Supreme Court Thursday, May 5, 2022, Invictus said it paid GE Engine Services nearly $10. 8 million for the right to collect on GE's claim for a contract canceled by bankrupt Chilean carrier LATAM Airlines, only for the bankruptcy court to rule the claim invalid because GE had failed to file for Chapter 11 claim. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LATAM AIRLINES: Kramer Levin 3rd Update on Parent Claimants ----------------------------------------------------------- In the Chapter 11 cases of LATAM Airlines Group S.A., et al., the law firm of Kramer Levin Naftalis & Frankel LLP submitted a third verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of members of the Parent Ad Hoc Claimant Group. As of May 6, 2022, members of the Parent Ad Hoc Claimant Group and their disclosable economic interests are: Aurelius Capital Management, LP 3825 PGA Boulevard Suite 205 Palm Beach Gardens, FL 33410 * Holder of approximately $84,841,605.59 of Claims against LATAM. * Holder of approximately $3,510,985.37 of total DIP Tranche C commitments. Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 * Holder of approximately $33,011,757.63 of Claims against LATAM, $27,630,000.00 of 2024 Notes,5 and $40,517,000.00 of 2026 Notes. * Holder of approximately $4,000,000.00 of total DIP Tranche A commitments. Citigroup Financial Products, Inc. 388 Greenwich Street Tower Building New York, NY 10013 * Holder of approximately $36,451,626.49 of Claims against LATAM, $7,044,000.00 of 2024 Notes, $17,380,000.00 of 2026 Notes, $24,750,000.00 of the Revolving Credit Facility, $29,507,890.54 in other Claims against subsidiary Debtors, and $317,716.00 in administrative expense claims. * Holder of approximately $10,241,590.82 of total DIP Tranche C commitments Cross Ocean Partners Management LP 20 Horseneck Lane Greenwich, CT 06830 * Holder of approximately $28,071,775.43 of Claims against LATAM, $7,826,129.37 in other Claims against subsidiary Debtors, $26,558,675.15 of the Bradesco Loan, and $66,156,500.48 of the Banco do Brasil Loan. * Holder of approximately $35,109,848.64 of total DIP Tranche C commitments Deutsche Bank Securities Inc. One Columbus Circle 7th Floor New York, New York 10019 * Holder of approximately $58,633,291.00 of Claims against LATAM and $40,000,000.00 in other Claims against subsidiary Debtors. * Holder of approximately $19,310,417.00 of total DIP Tranche C commitments Grosvenor Capital Management, L.P. 900 North Michigan Avenue Suite 1100 Chicago, IL 60611 * Holder of approximately $31,536,327.06 of Claims against LATAM, $23,769,000.00 of 2024 Notes, and $17,180,000.00 of 2026 Notes. * Holder of approximately $53,275,378.91 of total DIP Tranche C commitments Monarch Alternative Capital LP 535 Madison Avenue New York, NY 10022 * Holder of approximately $148,443,063.37 of Claims against LATAM and $ $5,000,000.00 of 2026 Notes. * Holder of approximately $105,329,545.91 of total DIP Tranche C Commitments Olympus Peak Asset Management LP 745 Fifth Avenue Suite 1604 New York, NY 10151 * Holder of approximately $201,850,265.87 of Claims against LATAM, $18,729,235.69 of other Claims against subsidiary Debtors, $532,250.11 of administrative expense claims, and $500,000 notional amount of receivable protection. * Holder of approximately $25,000,000 of total DIP Tranche A commitments, and $126,395,454.09 of total DIP Tranche C commitments P. Schoenfeld Asset Management L.P. 1350 Avenue of the Americas 21st Floor New York, NY 10019 * Holder of approximately $10,519,731.00 of Claims against LATAM, $11,100,000.00 of 2024 Notes, and $22,450,000.00 of 2026 Notes. * Holder of approximately $30,000,000.00 of total DIP Tranche A commitments, and $5,255,387.00 of total DIP Tranche C commitments Sculptor Capital LP 9 West 57th Street 39th Floor New York, NY 10019 * Holder of $347,500,000.00 of Claims against LATAM. * Holder of approximately $85,000,000.00 of total DIP Tranche A commitments, and $24,576,893.54 of total DIP Tranche C commitments Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 * Holder of approximately $41,270,600.00 of Claims against LATAM, $29,265,000.00 of 2024 Notes, $55,041,000.00 of 2026 Notes, and $34,737,991.00 of the Spare Engine Facility. Sixth Street Partners, LLC 345 California Street San Francisco, CA 94104 * Holder of $1,475,499,998.00 of Claims against LATAM, $58,052,000.00 of 2024 Notes, and $26,970,000.00 of 2026 Notes. * Holder of approximately $105,329,545.91 of total DIP Tranche C Commitments Strategic Value Partners 100 West Putnam Avenue Greenwich, CT 06830 * Holder of $847,004,497.23 of Claims against LATAM and $140,000,000.00 of other Claims against subsidiary Debtors. * Holder of approximately $35,384,469.73 of total DIP Tranche C Commitments Third Point LLC 55 Hudson Yards New York, NY 10001 * Holder of approximately $105,300,531.62 of Claims against LATAM, $9,500,000.00 of 2024 Notes and $32,000,000.00 of 2026 Notes. Varde Partners, Inc. 901 Marquette Avenue South Suite 3300 Minneapolis, MN 55402 * Holder of approximately $106,505,276.00 of Claims against LATAM, $56,685,000.00 of 2024 Notes, and $57,408,000.00 of 2026 Notes. * Holder of approximately $49,153,788.09 of total DIP Tranche C Commitments On or about June 9, 2021, the Parent Ad Hoc Claimant Group retained Kramer Levin to represent it in connection with the above-captioned Chapter 11 Cases. Each member of the Parent Ad Hoc Claimant Group has consented to Kramer Levin's representation. Counsel to the Parent Ad Hoc Claimant Group can be reached at: KRAMER LEVIN NAFTALIS & FRANKEL LLP Kenneth H. Eckstein, Esq. Douglas H. Mannal, Esq. Rachael L. Ringer, Esq. Douglas Buckley, Esq. 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 E-mail: keckstein@kramerlevin.com dmannal@kramerlevin.com rringer@kramerlevin.com dbuckley@kramerlevin.com A copy of the Rule 2019 filing is available at https://bit.ly/3MbmLNz at no extra charge. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LJ FIREWOOD: Equipment Sale Proceeds to Fund Plan Payments ---------------------------------------------------------- LJ Firewood LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a Small Business Sub-chapter V Plan of Liquidation dated May 2, 2022. The Debtor operates a business engaged primarily in hauling wood and paper waste from various municipalities and arranging for recycling. The Debtor's most significant assets consists of various trucks and related equipment (collectively the "Equipment"). The Debtor filed for bankruptcy relief in an effort to continue to operate and address its obligations. When gasoline prices climbed, the Debtor simply could not continue to operate without suffering significant losses. In or about mid-April 2022, it made the difficult decision to cease operations and liquidate. As set forth on the schedule, the Debtor is confident that after holders of Liens on its Equipment are paid, approximately $200,000.00 will available for distribution to other creditors under the Plan. The Debtor's assets almost entirely consist of Equipment. According to the Debtor, due to "supply chain" issues and increased demand, used vehicles and Equipment has increased in value since the Pandemic. This is due primarily to the lack of availability of new vehicles and Equipment as well increased pricing. Maltz has confirmed that multiple bidders have engaged in competitive bidding for used vehicles at auction. The Debtor is cautiously optimistic that a sale will yield at $200,000.00 for distribution to creditors after Lien holders are paid. The Debtor intends to implement the Plan with the net proceeds of the sale of the Equipment conducted by Maltz under 11 U.S.C. ?? 363 after holders of valid duly perfected Liens encumbering the Equipment are paid. Class 4 consists of creditors holding Unsecured Claims and holders of Class 1 Claims who are owed a deficiency after the liquidation of the collateral securing their respective Liens. The Debtor, through the Disbursing Agent, shall distribute to Holders of Class 4 Claims on a pro rata basis, the funds remaining from the sale of the Equipment following the payment in full of holders of Class 1 and 3 Claims and holders of Administrative Claims. Class 4 is impaired by the Plan and entitled to vote to accept or reject it. Class 5 consists of Conklin, the holder of the Debtor's equity interests. Class 5, which consists of Conklin, is not impaired by the Plan and not entitled to vote. Conklin will be deemed to have accepted the Plan. Conklin's equity interest will be cancelled. The Debtor shall make payments from the sale of the Equipment. A full-text copy of the Liquidating Plan dated May 2, 2022, is available at https://bit.ly/3yk9bD5 from PacerMonitor.com at no charge. Counsel for the Debtor: Anne Penachio, Esq. Francis J. Malara, Esq. Penachio Malara, LLP 245 Main Street-Suite 450 White Plains, NY 10601 Tel: (914) 946-2889 Email: frank@pmlawllp.com anne@pmlawllp.com About LJ Firewood LJ Firewood, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-35852) on Nov. 24, 2021, listing as much as 1 million in both assets and liabilities. Anne Penachio, Esq., at Penachio Malara, LLP serves as the Debtor's legal counsel. LOADCRAFT INDUSTRIES: Odyssey Buying Brady Assets for $2.6 Million ------------------------------------------------------------------ Loadcraft Industries, Ltd., asks the U.S. Bankruptcy Court for the Western District of Texas to approve the sale of assets located at or related to the operation of the Debtor's facility located in Brady, Texas, to Odyssey Design and Manufacturing, Inc., for $2.6 million. The Debtor has successfully negotiated a settlement of a complex multiparty dispute. One of several of the Debtor's obligations under the proposed Settlement Agreement pending before the Court is a sale of the Purchased Assets to Western. The Purchased Assets are located at or related to the operation of the Debtor's facility located in Brady, Texas. Pursuant to the Settlement Agreement, the Debtor has also agreed to terminate its existing Brady Facility lease. As a result of the Settlement Agreement and the sale contemplated by the Motion, the Debtor will cease all operations at the Brady Facility and, upon the completion of the sale and the other transactions contemplated by the Settlement Agreement, Western will be the sole owner/operator of the Brady Facility. The Brady Facility real property is currently owned by Glider Manufacturing, LLC and leased by the Debtor. The Brady Facility personal property is currently owned by Window Operating, Ltd. By the Motion, the Debtor seeks (i) approval of a sale of the Purchased Assets to Western for cash consideration equal to $2.6 million as set forth in the Purchase Agreement, (ii) a finding that Western is a good faith purchaser under section 363(m) of the Bankruptcy Code, and (iii) other related relief. To the Debtor's knowledge, the Purchased Assets are not encumbered by any liens. As such, to the extent that any party asserts a lien against the Purchased Assets, such lien is in bona fide dispute. Based upon the foregoing, the Debtor submits that the Court may and should approve the sale free and clear any of any lien, claim, interest or encumbrance in or on the Purchased Assets, with such liens, claims, interests, or encumbrances attaching to the proceeds of the sale. Timely consummation of the Sale is of critical importance to both the Debtor and Western pursuant to the Settlement Agreement. Accordingly, the Debtor requests that the Court waives the 14-day stay period under Bankruptcy Rules 6004(h). A copy of the Purchase Agreement is available at https://tinyurl.com/muzbzwe3 from PacerMonitor.com free of charge. About Loadcraft Industries Loadcraft Industries is a company in Brady, Texas, that specializes in the manufacturing of mobile drilling rig and custom oilfield equipment. Loadcraft Industries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-11018) on Dec. 30, 2021, listing as much as $10 million in assets and liabilities. Judge Tony M. Davis oversees the case. Waller Lansden Dortch & Davis, LLP is the Debtor's legal counsel. LUCERO LLC: Unsecured Creditors Will Get 100% Dividend in 36 Months ------------------------------------------------------------------- Lucero LLC (the "LLC") and The Elba Lucero Family Trust dated December 12, 1986 and Amended and Restated August 10, 2005 (the "Business Trust") (collectively, the "Lucero Estates" or the "Debtors") filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business dated May 2, 2022. The Debtors operate a residential real-estate rental income business involving 11 real properties. The Debtors have operated under the terms of a trust agreement that has operated as a business trust since the trust was amended and restated on August 10, 2005. The Debtors subsequently incurred secured debt to pay all re-assessment taxes and to assist with the maintenance of each property. When rental income dropped during the ongoing Covid-19 pandemic, the Debtors fell-behind in debt-service. The Debtors attempted to save the real properties from foreclosure by hiring a foreclosure defense counsel; however, the efforts were unsuccessful and the Debtors lost 2 properties to foreclosure on December 14, 2021. The Debtors entered into a finite number of forbearance agreements; however, the pre-petition forbearance agreements provided no cure of default period and would enable the lienholder to foreclose the day after a default. With trustee sales continued to track the forbearance payment due dates, the Debtors sought chapter 11 protection to not lose any more real properties to foreclosure and to restructure a more feasible plan to pay and reinstated the secured debt on all real properties. The Plan Proponent's financial projections show that the Debtors will have projected disposable income of $2,000. The final Plan payment is expected to be paid on January 1, 2025. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar, with interest payable at 0.45% (2022 federal post-judgment interest rate per 28 U.S.C. ?? 1961). This Plan also provides for the payment of administrative and priority claims. Class 4A consists of all non-priority, non- insider unsecured creditors. Class 4A claimants (excluding disputed claims with no proof of claim filed) shall receive a 100% dividend with interest payable at 2.02% (2022 federal post-judgment interest rate per 28 U.S.C. ?? 1961). Said claims are impaired due to the 36 month payment term. Estimated amount of Unsecured Claims total $30,380.54. Class 5 consists of Equity security holders of the Debtors. All pre-petition equity security holders shall retain 100% of all equity security rights in the Debtor. The Debtors will retain possession of the property of the estate. For Effective Date payments, at or prior to the confirmation hearing, the Debtors will produce proof of deposit into trust of $130,000.00 necessary to make Effective Date payments. First, the Debtors will pay all priority unsecured claims and administrative claims in full on the Effective Date. The estate has no secured claims. For administrative priority claims of the Subchapter V Trustees, Ms. Gina Klump and Christopher Hayes, and Debtors' counsel, Mr. Matthew D. Metzger, Belvedere Legal, PC, the Debtors shall pay said claims in full, on the Effective Date, or, if later, following Court approval, from resources set aside for Effective Date Payments. The amount paid shall not exceed the final amount approved the Court. Second, for ongoing monthly payments on secured claim, the Debtor will continue to operate the residential real estate rental income business to generate rental income. The Debtors will pledge all disposable income generated from said rental income to for the duration of the 12 month commitment term of the instant pot plan, with payment amounts delineated as follows: Third, for months 1-12, the Debtors will pay all, undisputed, allowed Class 4A claims at an estimated dividend of 100% with interest payable 2.02% (2022 federal post-judgment interest rate per 28 U.S.C. ?? 1961). The amount paid to Class 4A shall not exceed $13,307.16. Fourth, the Debtors shall also fund plan payments from the est. $726,807.16 reserve cash held in trust. The Debtors shall transfer said from the Debtors' IOLTA account to Debtor-in-Possession Account X6574 on the Plan Effective Date. The Debtors shall keep $100,000 in reserve to ensure all plan payments are made on time. Fifth, the Debtors will engage professionals in accounting, tax, and trust law to wind down and file the final tax return for The Elba Lucero Family Trust dated December 12, 1986 and Amended and Restated August 10, 2005 and transfer all real property from the Business Trust to the LLC (or related LLCs). A full-text copy of the Plan of Reorganization dated May 2, 2022, is available at https://bit.ly/3FmS7xM from PacerMonitor.com at no charge. Attorney for the Debtors: Matthew D. Metzger, Esq. Belvedere Legal, PC 1777 Borel Place, Suite 314 San Mateo, CA 94402 Tel: (415) 513-5980 Fax: (415) 513-5985 Email: mmetzger@belvederelegal.com About Lucero LLC Lucero, LLC, a company in San Mateo, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-30058) on Jan. 31, 2022, listing up to $10 million in assets and up to $1 million in liabilities. Henry Richard Lucero, managing member, signed the petition. Judge Dennis Montali oversees the case. Belvedere Legal, PC, led by Matthew D. Metzger, Esq., is the Debtor's legal counsel. LUCIEN HARRY MARIONEAUX JR: Trustee Proposes Sale of Insanis Tug ---------------------------------------------------------------- John W. Luster, the Chapter 11 trustee for the bankruptcy estate of Lucien Harry Marioneaux, Jr., asks the U.S. Bankruptcy Court for the Western District of Louisiana to authorize him to use the bankruptcy estate's interest in Pilotage Holdings LLC to sell the tug owned by Insanis LLC that was used for the jet aircraft owned by Insanis. Pilotage is the sole member of Insanis. On March 18, the Trustee filed his Motion (the "Isanis Motion") for Entry of Order Approving Sales Free and Clear of Liens, Claims, and Encumbrances and Referring Liens to the Proceeds of the Following Assets of Insanis, LLC: (1) Jet Aircraft by Online Auction and (2) New Orleans. Following a hearing with witnesses and exhibits the Court entered an Order granting the Insanis Motion. In accordance with the Order, the auction of the jet aircraft is scheduled for May 13, 2022. The Trustee recently discovered that Insanis is the owner of a tug used to pull the jet aircraft as required. The tug is located at a hanger at the Shreveport Downtown Airport. The Motion is filed on an expedited basis to seek authority to sell the tug and advertise it, if appropriate, with the advertisements for the auction of the jet aircraft. If possible, the tug will be sold via online auction in the same manner, at the same time, and pursuant to the same terms and conditions for the sale of jet as set forth in the Insanis Motion. If sale of the tug does not occur via the online auction, the Trustee will file a notice in the record of the matter setting forth the process, terms, and conditions under which the tug will be sold. The Trustee requests that the Court sets the matter for expedited hearing pursuant to LBR 9014-1(f) on May 11, 2022, at 9:00 a.m. The Trustee will give notice to all parties via CM/ECF and by mail to the parties on the mailing matrix. The counsel for the Trustee has contacted the counsel for the Debtor regarding the expedited hearing and has been informed that the Debtor consents to the requested expedited hearing. All creditors and interested parties will receive notice of this Motion and will be provided with an opportunity to be heard. The Trustee submits that such notice is adequate for entry of an order approving this motion and waiving the 14 days waiting period under Bankruptcy Rule 6004(h) so that the Purchaser of the tug will able to immediately secure the property purchased. The Chapter 11 case is In re: Lucien Harry Marioneaux, Jr., Chapter 11, Debtor, Case No. 21-10421 (Bankr. W.D. La.). MAG DS: S&P Downgrades ICR to 'B-' on Elevated Leverage ------------------------------------------------------- S&P Global Ratings downgraded Fairfax, Va.-based defense services provider MAG DS Corp. 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 term loan and revolving credit facility to 'B-' from 'B'. The '3' recovery rating is unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "The stable outlook indicates that lower than expected operating performance will continue in the near term as MAG replaces its lost Afghanistan business. MAG's operating performance should improve as we believe the outlook for continued robust defense spending will remain strong through 2023. "The downgrade reflects MAG's increased leverage, which reached 9x as of Dec. 31, 2021, higher than our previous estimates and significantly beyond our downgrade threshold of 7x.MAG's revenue declined 11% in fiscal 2021 compared to our prior forecast of 9%-10% growth, with leverage rising above our expectations due to the 25% underperformance in EBITDA. Lower revenue was driven primarily by the accelerated Afghanistan withdrawal in June 2021, as well as COVID-19 pandemic-related disruptions and the continuing resolution in Congress that affected contract award and release cycles. While we expect MAG to win new business in the coming year that over time will replace lost work in Afghanistan, fiscal 2022 revenue growth will decline before turning positive in 2023. Therefore, we forecast a revenue contraction of 7%-9% in 2022 and growth of 2%-4% in 2023. We believe leverage will remain elevated in the near term at 8.5x-9.5x in 2022 and moderately improve to or slightly above 8x in 2023. The S&P Global Ratings-adjusted leverage calculation does not include balance sheet cash in this instance. "We expect EBITDA margins in 2022 and 2023 to remain relatively stable compared to 2021. MAG's 2021 EBITDA margin percentage was in line with the lower end of our expectations despite the lower EBITDA arising from its business disruptions in Afghanistan and elsewhere. MAG continues to win new project contracts, which should help support stable EBITDA margins and total EBITDA throughout our forecast period. We expect EBITDA margins to remain stable at about 6%-9% during the forecast period. We forecast EBITDA margins of 6%-9% in 2022 and 2023. "Free operating cash flow (FOCF) should be positive but considerably lower throughout our forecast period. MAG's 2021 cash flow was driven primarily by positive working capital. We do not expect the same benefit in fiscal years 2022 or 2023, thus we forecast positive to near break-even FOCF to debt in the low-single-digit percentages for both 2022 and 2023. We also believe MAG should continue to have some revolver availability throughout the forecast period. "The outlook is stable, reflecting our view that lower-than-expected operating performance will continue in the near term as MAG replaces its lost Afghanistan business. Performance should begin to improve as we believe the outlook for continued robust defense spending will remain strong through 2023. "We could lower the rating on MAG if weaker-than-expected operating performance sustains negative free cash flow or constrains liquidity, whereby we view the company's financial commitments as unsustainable in the long term, even though it may not face a credit or payment crisis within the next 12 months. This could occur if it cannot sustain business volumes or win contracts on a regular basis. "Although unlikely in the near term, we could raise our ratings on MAG if leverage improves and we believe the firm will sustain it comfortably under 7x. This could occur if MAG wins and executes more projects at a faster pace, leading to increased run rate revenue and profitability." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance is a moderately negative consideration in our credit rating analysis of MAG, as is the case for most rated entities owned by private-equity sponsors. We believe the company'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." MATHESON FLIGHT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Matheson Flight Extenders, Inc. 22-21148 9785 Goethe Road Sacramento, CA 95827 Matheson Postal Services, Inc. 22-21149 9875 Goethe Road Sacramento CA 95827 Business Description: The Debtors are transportation and logistics companies that provide short and long-haul transportation, logistics and ground handling solutions. Chapter 11 Petition Date: May 5, 2022 Court: United States Bankruptcy Court Eastern District of California Judge: Hon. Christopher M. Klein Debtors' Counsel: Gregory C. Nuti, Esq. NUTI HART LLP 411 30th Street, Suite 408 Oakland, CA 94609 Tel: 510-506-7153 Email: gnuti@nutihart.com Each Debtor's Estimated Assets: $10 million to $50 million Each Debtor's Estimated Liabilities: $10 million to $50 million The petitions were signed by Charles J. Mellor, chief restructuring officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SP3ETRY/Matheson_Flight_Extenders_Inc__caebke-22-21148__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/TBVOR3Q/Matheson_Postal_Services_Inc__caebke-22-21149__0001.0.pdf?mcid=tGE4TAMA A. List of Matheson Flight's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. United States Postal Loan $15,000,000 Service Logistic Services Transportation Services CMC 475 L Enfant Plaza SW Rm 1P650 Washington DC 20260-6201 Kiaira Stallworth, CSCP Tel: (202) 268-2810 Email: Kiaira.K.Stallworth@usps.gov 2. Prologistix Trade Debt $4,229,263 PO Box 512007 Los Angeles CA 90051-0007 Tel: (562) 529-5843 Email: customerservice@employbridge.net 3. Kuecker Pulse Integration Trade Debt $887,973 KPI LP 801 W. Markey Road Belton MO 64012 Tel: (816) 331-7070 Email: jarrett.countryman@kpisolutions.com 4. TRC Staffing Services Trade Debt $734,868 115 Perimeter Center Place NE Suite 850 Atlanta, GA 30346 Tel: (770) 399-0234 Email: david.suever@trcstaffing.com 5. Lohf Shaiman Jacobs Legal $437,500 Hyman & Feiger PC Settlement 950 S. Cherry St Suite 900 Denver CO 80246 6. Gxo Logistics Supply Trade Debt $349,752 Chain Inc. 4035 Piedmont Parkway High Point NC 27265 Tel: (331) 229-9021 Email: SPOSC-Receivables@gxo.com 7. Nelson Staffing Trade Debt $340,394 PO Box 8524 Pasadena CA 91109-8524 Tel: (707) 935-6121 Email: accountsreceivable@nelsonhr.com 8. Select Staffing Trade Debt $327,108 1040 Crown Point Parkway Ste 1040 Atlanta, GA 30338 Tel: (916) 710-0148 Email: anna.haliburton@select.com 9. United Parcel Service Trade Debt $250,965 Company 825 Lotus Ave Louisville KY 40213 10. Jobpro Temporary Trade Debt $232,190 Services Inc. 36 Main Street East Hartford CT 06118 Tel: (860) 282-2002 Email: jbeck@job-pro.com 11. IPXXXII 196 Street, LLC Trade Debt $208,015 4825 Nw 41st St. Ste 500 Kansas City MO 64150 12. Zepeda's Trucking Trade Debt $179,766 1271 Washington Avenue, #189 Sasn Leandro CA 94577 Tel: (510) 681-6192 Email: zepedastrucking@gmail.com 13. People Ready Inc. Trade Debt $172,605 PO Box 31001-0257 Pasadena CA 91110-0257 14. Express Services Inc. - Trade Debt $165,916 Los Angeles PO Box 944277 Los Angeles CA 90084-4277 Tel: (916) 922-5627 Email: madelaina.campos-lozano@expresspros.com 15. Premier Employees Solutions Trade Debt $163,764 LLC PO Box 2380 Vineyard UT 84059 16. Speedway Venture, LLC Trade Debt $108,175 Unit #77 PO Box 4900 Portland OR 97208-4900 Tel: (702) 366-1088 Email: moniquer@schnitzerproperties.com 17. Resourcemfg Trade Debt $107,786 1040 Crown Pointe Ste 1040 Atlanta GA 30338 Tel: (877) 404 8459 Email: customerservice@employbridge.net 18. 121 Wawarme Investment Trade Debt $103,650 Partners LLC 137 Danbury Road PMB 300 New Milford CT 06776 Tel: (201) 314-0212 Email: barry@hmcrep.com 19. Express Services Inc.- Trade Debt $102,517 Dallas PO Box 203901 Dallas TX 75320-3901 20. Littler Mendelson PC Legal Settlement $100,026 PO Box 207137 Dallas TX 75320-7137 B. List of Matheson Postal's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Porter Billing Services Trade Debts $1,449,861 PO Box 398 Birmingham AL 35201 2. Comdata Mastercard Program Trade Debts $162,253 109 Northpark Blvd Suite 500 Covington LA 70433 3. Penske Trucking-Pa Trade Debts $156,189 PO Box 827380 Philadelphia PA 19182-7380 4. Clean Energy Trade Debts $123,023 Lockbox #676911 1200 E. Campbell Rd. Ste 108 Richardson TX 75081 5. Pro Drivers Trade Debts $105,145 P.O. Box 102409 Atlanta GA 30368-2409 6. Gary Sandquist Severance $78,559 1885 W Victory Ln Agreement Meridian ID 83642 Tel: (208) 890-6071 7. Ang Region 1, LLC Trade Debts $73,901 19 Railroad Place Suite 201 Saratoga Springs NY 12866 Tel: (877) 264-3835 8. Anytime Logistics Trade Debts $58,400 P.O. Box 2103 Denton TX 76202 9. LSMP (Dba) Industrial Trade Debts $50,318 Resourcing c/o Universal Funding Corp PO Box 13115 Spokane WA 99213-3115 Jerry Powell, CEO Tel: (817) 262-1166 Email: JERRY@LSPM.com 10. Kenworth Sales Company Trade Debts $45,039 Dept #001 P.O. Box 27088 Salt Lake City UT 84127-0088 Tel: (801) 412-4465 Email: onavarrete@kwsco.com 11. Prepass Trade Debts $31,355 PO Box 932588 Atlanta GA 31193-2588 Tel: (800) 773-7277 12. Tec Equipment Inc. Trade Debts $27,844 PO Box 743077 Los Angeles CA 90074-3077 13. Contracted Driver Trade Debts $26,114 Svcs, Inc.-Fstaff 13817 W. Van Buren Street Goodyear AZ 85338 Email: ar@fstaff.com 14. Victor Valley Trade Debts $21,378 Transit Authority 17150 Smoke Tree Street Hesperia CA 92345 Tel: (760) 948-4021 Fax: (760) 948-1380 15. Corporate Lodging Consultants Trade Debts $17,585 P.O. Box 534722 Atlanta GA 30353-4722 16. Zaran Sayre & Associates, Inc. Trade Debts $15,610 30504 Pacific Hwy. S. Federal Way WA 98003 17. Loadtrek Software Trade Debts $15,204 127 Central Ave Waterloo WI 53594 18. Elite HR Logistics, Inc. Trade Debts $13,362 2331 Capitol Ave Sacramento CA 95816 Tel: (916) 484-4300 Email: desiree@elitehrl.com 19. Pape Kenworth Trade Debts $11,474 PO Box 35144 #5077 Seattle WA 98124-5144 20. Mccandless International Trade Debts $8,426 Trucks 16704 E. 32nd Ave Aurora CO 80011 MCK USA: Selling Crimson Condo Unit 1901 to O'Shea for $1.15 Mil. ----------------------------------------------------------------- MCK USA 1, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of Apartment 1901, identified as 601 NE 27th Street, Unit PH1901, in Miami, Florida 33137, which legal description is The Crimson Condo Unit 1901 Undiv 1.449% Int in Common Elements Off Rec 29900-4291, to Quinn Li O'Shea and Chase Matecun for $1.15 million, free and clear of liens, claims, and interests. On February 1, 2022, MCK filed a third motion to sell Apartment 1903 ("Sale Motion"), and a hearing was held on Feb. 22, 2022 at 11:00 am, at which time the Court granted the Sale Motion. On March 1, 2022, the Court entered the Sale Order, authorizing, inter alia, the payment of certain taxes and a closing of March 4, 2022. On March 18, 2022, the Court entered the Agreed Amended Order Granting Motion to Amend Order Authorizing Sale of Property Free and Clear of Liens, Claims and Interests ("Amended Sale Order"), authorizing, inter alia, the sale to close by March 31, 2022. On March 29, 2022, MCK filed the Notice of Closing, disclosing that the sale of Apartment 1903 had successfully closed, and all disbursements had been made. Previously, the debtor entered into an Exclusive Brokerage Listing Agreement with Dilson Caputo and International Real Estate Corp. on Sept. 30, 2021, regarding the sale of Apartment 1901. On Oct. 14, 2021, at 11:00 a.m., the Court held a hearing on the Application to Employ Dilson Caputo as Broker for Apartment 1901, and on Oct. 18, 2021, the Court entered an Order Approving Application to Employ Broker for Apartment 1901. Mr. Caputo has procured a buyer for Apartment 1901, and the Debtor has entered into the attached "AS IS" Residential Contract for Sale and Purchase with the Buyers on March 17, 2022; the Addendum No. 2, dated March 30, 2022, which provides for a $50,000 credit to the sale price; and the Addendum No. 3, dated April 18, 2022, which will sell the apartment for $1.15 million, subject to approval from the Court, as evidenced by the attached Addendum to "AS IS" Residential Contract For Sale And Purchase. Through the Motion, the Debtor proposes to sell Apartment 1901, free and clear of all liens, claims and encumbrances. MCK believes the procedures proposed with respect to the Sale are the best way to maximize the value of the assets of the estate for the benefit of the creditors. The terms of the Sale are included in the Contract attached as Composite Exhibit A, but the Purchase Price is within $50,000 of the listing price. The Sale is subject to Court approval. As of the filing of the Motion, there are no other written offers on Apartment 1901; however, should additional offers materialize before the hearing on this motion, such additional offers will also be presented to the Court for approval. The deadline to file proofs of claim in this case was Nov. 2, 2021. As of the filing of this motion, MCK believes all potential lienholders or interest holders have filed claims by the claims bar date. The Purchase Price should be sufficient to pay all of the remaining claims filed in the case; to the extent there are disputes as to the amount of the claim, MCK will object to any claims that are not resolved by the time the sale closes, which should be on or before May 10, 2022. Given the quick closing date, the debtor respectfully requests an expedited hearing date. A copy of the Contract is available at https://tinyurl.com/4d5tzuu7 from PacerMonitor.com free of charge. About MCK USA 1 LLC MCK USA 1, LLC, a Miami, Fla.-based company engaged in renting and leasing real estate properties, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-18197) on Aug. 24, 2021. The petition was signed by Mario Peixoto as owner. At the time of the filing, the Debtor disclosed $2 million in assets and $2.29 million in liabilities. Judge Robert A. Mark presides over the case. Adina Pollan, Esq., at Pollan Legal, serves as the Debtor's legal counsel. MEDIA DDS: Wins Cash Collateral Access Thru June 15 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Oakland Division, authorized Media DDS, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance, through June 15, 2022. The Debtor is permitted to use cash collateral only for the purpose of paying these ordinary and necessary expenses: a. The following expenses relating to 2501 Nut Tree Road, Vacaville, CA 95687: 1. Utilities of $1,120 per month; 2. Property taxes of $10,637 for April 2022, $1,173 for May 2022, and $1,173 for June 2022; 3. Property Insurance of $500 per month; 4. Miscellaneous repairs, maintenance and upkeep of $450 per month; b. The following expenses relating to 1716 Broadway, Oakland, CA: 1. Utilities of $338 per month; 2. Property taxes of $9,675 for April 2022, $1,613 for May 2022, and $1,613 for June 2022; 3. Property Insurance of $511 per month; 4. Miscellaneous repairs, maintenance and upkeep of $400 per month; c. Fees for the preparer of the Debtor's monthly operating reports of $275 per month. The Debtor will provide these adequate protection to the secured creditors: a. The Debtor grants a replacement lien on the revenue generated postpetition to the extent that the secured creditors' cash collateral is actually used. b. The Debtor must segregate and hold in its cash collateral debtor-in-possession bank account all revenue and other income exceeding the amounts needed to pay the expenses as specifically authorized in the Order. A final hearing on the matter is scheduled for June 15 at 2 p.m. About Media DDS, LLC Media DDS, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-40214) on March 8, 2022. In the petition signed by Alireza Moheb, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Roger L. Efremsky oversees the case. Matthew D. Resnik, Esq., at Resnik Hayes Moradi, LLP is the Debtor's counsel. METROPOLITAN WATER: Fine-Tunes Plan Documents --------------------------------------------- Metropolitan Water Company, L.P. ("Met Water"), and Met Water Vista Ridge, L.P., ("MWVR," together with Met Water, the "Debtors"), submitted a First Amended Joint Small Business Subchapter V Plan of Reorganization dated May 2, 2022. The Plan contemplates the payment in full of all Allowed Claims, by the distribution to their Creditors of proceeds from the sales of water from the Debtors' groundwater leases, which they will assume. Such payments will also be made from any recovery from any of the Litigation or Litigation Assets, and MWVR may borrow from its general partner to make its initial Plan payment. The following contested matters have been resolved since the Petition Date: * MWVR filed a Motion for Enforcement of the Automatic Stay, by which it sought an order holding Vista Ridge in contempt for its alleged continuing violation of the stay by withdrawing and selling water from the Baldwin Lease, without the consent of MWVR and without compensating it. MWVR also requested the Bankruptcy Court to impose a fine on Vista Ridge for each day it continued such actions. The Blue Water Parties and Vista Ridge opposed MWVR's Motion. On February 24, 2022, the Bankruptcy Court held an expedited hearing, after which it denied the Motion. In doing so, it held that Vista Ridge's conduct did not violate the automatic stay. * On May 2, 2022, the Bankruptcy Court held a status conference regarding both the Motion, filed by Blue Water Systems, LP, and Blue Water Vista Ridge, LLC, to Authorize Deposit of Contested Funds in the Registry of the 21st Judicial District Court, Washington County, Texas ("Blue Water's Motion on 2022 Payment") and the Motion, filed by Met Water, to Compel Turnover of Property of the Estate by Wilmington Trust, N.A., as Trustee of the Burleson/Milam Lease Trust and/or Blue Water Vista Ridge, LLC, ( Met Water's "Turnover Motion"). At the conclusion of that hearing, the Court ruled that the 2022 Payment must be deposited into its registry, and ordered the parties to confer on a proposed order and submit one on or before May 11, 2022, to be presented and signed at a hearing on May 16, 2022. * Finally, the Court has entered a Scheduling Order, and an Order amending the Scheduling Order, regarding deadlines and procedures pertaining to confirmation of the Plan, and setting a confirmation hearing on August 29, 2022. The Blue Water Parties have already served discovery and noticed their intent to take depositions allegedly under those Orders. Like in the prior iteration of the Plan, Class 1 Allowed General Unsecured Claims against Met Water shall be paid in full over the Plan Term. In particular, the Plan Disbursement Agent shall pay Met Water's Disposable Income Pro Rata to its Creditors with Allowed General Unsecured Claims against it, until the earlier of 5 years from the First Payment Date or the date each such Claim has been paid in full. Class 2 Allowed General Unsecured Claims against MWVR shall be paid in full over the Plan Term. In particular, the Plan Disbursement Agent shall pay MWVR's Disposable Income Pro Rata to its Creditors with Allowed General Unsecured Claims against it, until the earlier of 5 years from the First Payment Date or the date such Claims have been paid in full. Such payments shall commence on the first business day of the month following the first full month after the Effective Date (hereinafter M WVR's "First Payment Date"). Implementation of the Debtors' Plan depends on the continuing operation of its groundwater leases, the continuation of the Debtors' rights and obligations under their contracts, the final resolution of the Litigation Claims and the realization of certain of the Litigation Assets. The Projections contemplate that the Debtors will continue to prosecute and defend the Litigation involving the Blue Water Parties post-Confirmation. The Projections also contemplate that, prior to making payments to Creditors under the Plan, the Debtors will pay their respective ongoing expenditures necessary for the continuation, preservation or operation of their business, including but not limited to their ongoing payments to lessors, their ongoing litigation and reorganization expenses, and any anticipated Administrative Expense required to be paid upon allowance of such Claim (the "Expenses"). Specifically, before making payments under the Plan to Creditors (or to the Subchapter V Trustee if he is the Plan Disbursement Agent), each Debtor shall accumulate from its income and hold in reserve sufficient funds to pay its respective Expenses anticipated to come due during the period before its next Plan payment is due. Met Water's and MWVR's income, after deduction for their respective Expenses (including the reserve for such Expenses) is their respective "Disposable Income." A full-text copy of the First Amended Joint Plan dated May 2, 2022, is available at https://bit.ly/3LWu9fx from PacerMonitor.com at no charge. Counsel for Plan Proponents: B. Weldon Ponder, Jr., Esq. 4408 Spicewood Springs Road Austin, TX 78759 Tel: (512) 342-8222 Fax: (512) 342-8444 Email: welpon@austin.rr.com -and- Catherine Lenox P.O. Box 9904 Austin, TX 78766 Tel: (512) 689-7273 Fax: (512) 451-7273 Email: clenox.law@gmail.com About Metropolitan Water Company and Met Water Vista Ridge Metropolitan Water Company, L.P., a water utility company in Brenham, Texas, and its affiliate Met Water Vista Ridge, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-10903) on Nov. 22, 2021. At the time of the filing, Metropolitan Water Company listed as much as $10 million in both assets and liabilities while Met Water Vista Ridge listed up to $1 million in assets and up to $50,000 in liabilities. Judge H. Christopher Mott oversees the cases. B. Weldon Ponder, Jr., Esq., and Catherine Lenox, Esq., are the Debtors' bankruptcy attorneys while Howry Breen & Herman, LLP serve as special counsel. MICROCHIP TECHNOLOGY: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company on April 20, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Microchip Technology Incorporated to BB+ from BB. Headquartered in Chandler, Arizona, Microchip Technology Incorporated designs, manufactures, and markets microcontrollers, related mixed-signal and memory products, and application development systems for high-volume embedded control applications. MICROSTRATEGY INC: Incurs $130.8 Million Net Loss in First Quarter ------------------------------------------------------------------ Microstrategy Incorporated filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $130.75 million on $119.28 million of total revenues for the three months ended March 31, 2022, compared to a net loss of $110.02 million on $122.90 million of total revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $3.64 billion in total assets, $2.78 billion in total liabilities, and $863 million in total stockholders' equity. The Company's principal sources of liquidity are cash and cash equivalents and on-going collection of its accounts receivable. Cash and cash equivalents may include holdings in bank demand deposits, money market instruments, certificates of deposit, and U.S. Treasury securities. Under its Treasury Reserve Policy and bitcoin acquisition strategy, the Company uses a significant portion of its cash, including cash generated from capital raising transactions, to acquire bitcoins, which are classified as indefinite-lived intangible assets. As of March 31, 2022 and Dec. 31, 2021, the amount of cash and cash equivalents held by its U.S. entities was $42.2 million and $13.1 million, respectively, and by its non-U.S. entities was $50.5 million and $50.3 million, respectively. The Company earns a significant amount of its revenues outside the United States. The Company repatriated foreign earnings and profits of $57.5 million during 2021 and $10.0 million during the three months ended March 31, 2022. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1050446/000156459022017437/mstr-10q_20220331.htm About MicroStrategy MicroStrategy is an enterprise analytics software and services company. Since its founding in 1989, MicroStrategy has been focused on empowering organizations to leverage the immense value of their data. MicroStrategy pursues two corporate strategies in the operation of its business. One strategy is to acquire and hold bitcoin and the other strategy is to grow its enterprise analytics software business. MicroStrategy reported a net loss of $535.48 million for the year ended Dec. 31, 2021, and a net loss of $7.52 million for the year ended Dec. 31, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $445.50 million. * * * As reported by the TCR on June 15, 2021, S&P Global Ratings assigned its 'CCC+' issuer credit rating to Tysons Corner, Va.-based MicroStrategy Inc. S&P said, "The stable outlook reflects our expectation that MicroStrategy's operating results will remain consistent over the next 12 given its good recurring revenue base and the low interest expense on its convertible debt, which will allow it to maintain good EBITDA interest coverage and generate positive free operating cash flow. We expect these factors to enable the company to sustain its capital structure over the subsequent 12 months." MIND TECHNOLOGY: Adds Two New Board Members ------------------------------------------- MIND Technology, Inc. has appointed Alan P. Baden and Nancy Harned to its Board of Directors, effective May 2, 2022. Peter H. Blum, Chairman of the Board, stated, "We are extremely excited to add Nancy and Alan to our Board. Each of them brings a vast breadth of knowledge in their respective fields, and we believe that they will serve as tremendous resources to MIND in the future. Nancy's extensive Government and Navy background, and Alan's deep legal expertise in finance and securities will provide valuable perspectives as we continue to execute our strategy, drive profitability and enhance value for all of our shareholders." Ms. Nancy Harned retired in 2020 from a 34-year career as a civilian employee of the Department of Defense. She served from 2007-2020 in various senior executive service positions (equivalent to general officer or flag officer rank in the U.S. Armed Forces). From 2015-2020 she was the executive director for the Navy Expeditionary Combat Command, responsible to man, train and equip the Navy's 19,000+ Expeditionary Sailors. Her other senior executive assignments included the Office of the Assistant Secretary of the Army (Acquisition, Logistics and Technology), the Office of the Assistant Secretary of Defense for Research and Engineering, and Deputy Director for Programming on the Chief of Naval Operations staff, responsible to develop the annual $125B U.S. Navy budget. From 2001-2007 Ms. Harned served in a variety of positions on the Chief of Naval Operations staff, and from 1993-2001 she led sonar research programs at the Office of Naval Research. She began her career at the Naval Air Warfare Center, developing sonar signal processing techniques for anti-submarine warfare. She has her bachelors and masters degrees in electrical engineering. Alan P. Baden is a retired corporate finance and securities attorney. Mr. Baden practiced law in Ohio, Texas and New York. From 2014 to 2021, Mr. Baden was a partner and then counsel in the firm of Thompson & Knight L.L.P., which merged with Holland & Knight L.L.P. in 2021, where he was a consulting counsel until his retirement in 2022. Prior to joining Thompson & Knight, Mr. Baden was a partner in the Houston and New York offices of the law firm of Vinson & Elkins, where he practiced for over 35 years. Mr. Baden is a graduate of the Wharton School of the University of Pennsylvania with a BS in Economics degree and Case Western Reserve Law School with a JD degree. Ms. Harned will serve on the Nominating Committee and Strategic Planning Committee of the Board. Mr. Baden will serve on the Audit Committee and Compensation Committee of the Board. About Mind Technology Mind Technology, Inc. -- http://mind-technology.com-- provides technology and solutions for exploration, survey and defense applications in oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND Technology has a global presence with key operating locations in the United States, Singapore, Malaysia and the United Kingdom. Its Klein and Seamap units design, manufacture and sell specialized, high performance sonar and seismic equipment. Mind Technology reported a net loss of $15.08 million for the year ended Jan. 31, 2022, a net loss of $20.31 million for the year ended Jan. 31, 2021, compared to a net loss of $11.29 million for the year ended Jan. 31, 2020. As of Jan. 31, 2022, the Company had $42.02 million in total assets, $11.76 million in total liabilities, and $30.26 million in total stockholders' equity. Houston, Texas-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 29, 2022, citing that the Company has suffered recurring losses from operations and has continued to rely on sale of preferred stock and leasepool equipment to sustain operations. The Company's inability to generate positive cash flows from operations combined with the limited amount of leasepool equipment remaining to be sold raise substantial doubt about its ability to continue as a going concern. MINOTAUR ACQUISITION: S&P Affirms 'B-' ICR on PayFlex Acquisition ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Oak Brook, Ill.-based Minotaur Acquisition Inc., a provider of retirement savings custody solutions dba Millennium Trust Co. S&P said, "At the same time, we lowered our issue-level and recovery ratings on the first-lien credit facilities to 'B-' and '3', respectively, from 'B' and '2' to reflect the increased percentage of first-lien debt in the company's capital structure. Our second-lien issue-level and recovery ratings are unchanged. "The stable outlook reflects our expectation that continued strong growth in customer accounts and cash deposits with rising interest rates will support leverage reduction below 7x over the next 12 months." Minotaur Acquisition will acquire health savings and flexible spending account administrator PayFlex Systems USA Inc. from CVS Health Corp. for $775 million. S&P said, "The ratings affirmation reflects our expectation that the strategic benefits of the PayFlex acquisition will be offset by increased pro forma leverage of about 7x. Under our updated forecast, we expect gross adjusted leverage will increase to about 7x as of Dec. 31, 2021 pro forma for the acquisition, from about 5x. We treat the preferred equity as akin to debt in our analysis as the shares are callable starting on the second anniversary of closing. "We expect leverage will remain above our 6.5x rating upside threshold until late 2023 as costs to carve out and integrate the lower-margin PayFlex business and near-term weakness in blended net interest spread cause pro forma S&P Global Ratings-adjusted EBITDA margins to decline to the low-50% area in 2022 and 2023 from the mid-60% area in 2021. The company's custodial cash deposits are placed under mostly fixed-rate contracts with multiyear terms, and therefore we expect any near-term improvement in the company's blended net interest spread from rising interest rates will be modest and limit leverage reduction. However, over the medium to longer term, rising interest rates should improve the company's profitability and EBITDA margins as it places new and renewing deposits on custodial cash balances at higher rates resulting in higher net yields. "We expect the PayFlex acquisition to close by the end of the second quarter of 2022. "We expect the company's financial sponsor owners to pursue additional acquisitions, which could keep leverage elevated above 6.5x. Our ratings reflect our expectation the company will likely maintain high leverage to fund additional acquisitions as it pursues its business expansion and diversification strategy. The health savings account (HSA) administration industry is comprised of several larger players consolidating the industry through acquisitions of smaller competitors. Valuation multiples are likely to remain high given the industry's good growth prospects amid rising interest rates and other industry tailwinds, and additional high-priced or aggressive debt-financed acquisitions could delay deleveraging. "We believe the acquisition expands and diversifies the company's revenue sources; however, interest rate sensitivity remains a key limiting factor in our rating. PayFlex operates in the growing and attractive health savings account and flexible spending account administration markets. It is the sixth-largest provider of HSA administration services, and we estimate its current market share at about 4%. Growth in out-of-pocket healthcare costs and bipartisan regulatory initiatives supporting the adoption of tax-advantaged savings vehicles provide industry growth tailwinds that should allow PayFlex to continue its strong account and asset under management expansion trajectory. We believe employers will increasingly enhance their benefits programs with HSAs to attract employees in a tight labor market." Furthermore, the minimal customer overlap between Millennium Trust Co. and PayFlex should provide cross-selling opportunities between the companies that could accelerate revenue growth over time. S&P said, "PayFlex derives its competitive advantages from its solid market position, and through its bespoke, seven-year marketing partnership agreement with leading insurance provider Aetna (from which it earns most of its revenues); however, it faces competition from larger providers that we believe together represent over half of the industry. These providers are leveraging their scale and capital resources to consolidate the sector, gain scale economies, and grow market share. They include HealthEquity Inc. (BB-/Stable), Optum Bank, Fidelity, and HSA Bank. While the acquisition expands and diversifies the company's offerings, its earnings remain highly sensitive to the path of interest rates. Following the acquisition, 38% of the combined company revenues will be rate sensitive, from 54%. Rising interest rates could drive revenue growth with high operating leverage and margin expansion over the medium to longer term, and opportunities to place PayFlex cash balances at higher yields offered by Millennium Trust Co.'s partner banks could drive further improvement in credit metrics. However, declining interest rates and increasing government liquidity stimulus measures could crimp bank demand for deposits with significant impact to the company's profitability if not offset by strong account and deposit growth. The incremental interest expense and acquisition integration costs will pressure free operating cash flow expansion; however, Millennium will maintain adequate liquidity to withstand a sharp decline in earnings. S&P said, "We forecast the company will incur almost $60 million in additional interest and capital expense and acquisition carve-out costs resulting in a decline in free operating cash flow (FOCF) to debt from about 12% in 2021 to about 5% in 2022 and 6% in 2023. Nevertheless, the company will have $139 million in total liquidity sources following the transaction, consisting of about $49 million in cash on hand and full availability of the $90 million revolving credit facility. The company should generate about $60 million in reported FOCF in 2022 and over $90 million in 2023, which should adequately fund the company's integration and business reinvestment needs. The company's total liquidity balances will likely exceed $250 million in 2023, and our ratings reflect our belief the company will likely prioritize acquisitions to further improve scale and reduce interest rate sensitivity, as opposed to debt repayment." S&P said, "The stable outlook reflects our expectation that continued strong growth in customer accounts and cash deposits with rising interest rates will support leverage reduction below 7x over the next 12 months." Although unlikely over the next 12 months, S&P could lower its ratings if: -- EBITDA cash interest coverage fell below 1.2x; -- Cash flow generation after debt servicing were persistently negative; -- Available liquidity sharply fell due to a meaningful draw on the revolver; or -- S&P expected a payment default. This could result from debt-funded shareholder distributions, unanticipated client attrition as a result of weakness among key channel partners, execution and integration missteps that hurt the firm's reputation, meaningful net interest spread compression, or difficulty obtaining favorable terms on client cash demand deposits. S&P said, "We could raise the issuer credit rating if the company executes its growth strategy such that it increases its net interest income, broadens its product mix, or expands its serviced account base, resulting in an improved business risk assessment. In this scenario we would expect the company to maintain adjusted debt to EBITDA below 6.5x and FOCF to debt in the mid-single-digit-percent area." ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. NABORS INDUSTRIES: Incurs $174.7 Million Net Loss in First Quarter ------------------------------------------------------------------ Nabors Industries Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $174.67 million on $568.70 million of total revenues and other income for the three months ended March 31, 2022, compared to a net loss of $128.31 million on $461.77 million of total revenues and other income for the three months ended March 31, 2021. As of March 31, 2022, the Company had $4.86 billion in total assets, $3.50 billion in total liabilities, $677.83 million in redeemable noncontrolling interest in subsidiary, and $680.73 million in total equity. Net cash provided by operating activities totaled $41.4 million during the three months ended March 31, 2022, compared to net cash provided of $79.5 million during the corresponding 2021 period. Net cash used for investing activities totaled $82.1 million during the three months ended March 31, 2022 compared to net cash used of $19.1 million during the corresponding 2021 period. The Company received $3.7 million in proceeds from sales of assets and insurance claims during the three months ended March 31, 2022 compared to $10.8 million for the corresponding 2021 period. The Company also received $10.9 million in sales and maturities of investments for the three months ended March 31, 2021. Net cash used for financing activities totaled $555.3 million during the three months ended March 31, 2022. During the three months ended March 31, 2022, the Company repaid $460.0 million in net amounts under its revolving credit facility and $86.1 million of long-term debt. Net cash used for financing activities totaled $113.9 million during the three months ended March 31, 2021. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1163739/000155837022006668/nbr-20220331x10q.htm About Nabors Nabors (NYSE: NBR) owns and operates land-based drilling rig fleets and provides offshore platform rigs in the United States and several international markets. Nabors also provides directional drilling services, tubular services, performance software, and innovative technologies for its own rig fleet and those of third parties. Nabors reported a net loss of $543.69 million for the year ended Dec. 31, 2021, a net loss of $762.85 million for the year ended Dec. 31, 2020, a net loss of $680.51 million for the year ended Dec. 31, 2019, a net loss of $612.73 million for the year ended Dec. 31, 2018, and a net loss of $540.63 million for the year ended Dec. 31, 2017. As of Dec. 31, 2021, the Company had $5.53 billion in total assets, $4.13 billion in total liabilities, $675.28 million in redeemable noncontrolling interest in subsidiary, and $718.94 million in total equity. * * * Also in November 2021, Fitch Ratings affirmed Nabors Industries, Ltd.'s and Nabors Industries, Inc.'s (collectively, Nabors) Issuer Default Ratings (IDRs) at 'CCC+'. NEKTAR THERAPEUTICS: Cuts Workforce by 70% to Reduce Costs ---------------------------------------------------------- Duly authorized officers of Nektar Therapeutics approved certain strategic, operational and organizational steps for the Company to undertake in connection with a new strategic reorganization plan and cost restructuring plan. Pursuant to the Reorganization Plans, Nektar will focus on its key pipeline programs, NKTR-358 and NKTR-255, and its core research programs. Nektar has also undertaken certain cost-reduction initiatives, including a reduction in its workforce by approximately 70%. In connection with these actions, Nektar expects to take an impairment charge of $150 million to $160 million in total, a substantial portion of which the Company expects to recognize during the quarter ending June 30, 2022. The restructuring charge includes: severance and benefits for approximately 500 employees terminated on April 27, 2022 totaling approximately $30 million to $35 million, our share of future costs to wind-down the bempegaldesleukin clinical development program totaling approximately $65 million to $75 million, and an impairment charge associated with the portion of Nektar's leased office space in one of its facilities in San Francisco, California that will no longer be occupied. Pursuant to the Reorganization Plans, the Company expects to exit the leased office space and seek to sublease the premises. Based on its estimates of current market conditions for sublease income and our estimated timing of entering into a sublease, the Company currently estimates that it may recognize an impairment charge of approximately $40 million to $50 million. The ultimate amount of the impairment charge may differ if the potential sublease income is higher or lower than its current estimates, if the estimated time to enter into a sublease is different than expected, or if the Company is unable to enter into a sublease with acceptable terms. About Nektar Nektar Therapeutics -- http://www.nektar.com-- is a biopharmaceutical company with a robust, wholly owned R&D pipeline of investigational medicines in oncology, immunology, and virology as well as a portfolio of approved partnered medicines. Nektar isheadquartered in San Francisco, California, with additional operations in Huntsville, Alabama and Hyderabad, India. Nektar Therapeutics reported a net loss of $523.84 million for the year ended Dec. 31, 2021, a net loss of $444.44 million for the year ended Dec. 31, 2020, and a net loss of $440.67 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $1.12 billion in total assets, $437.68 million in total liabilities, and $679.51 million in total stockholders' equity. NORDIC AVIATION: Milbank, Hunton Updates on Secured Lender Group ---------------------------------------------------------------- In the Chapter 11 cases of Nordic Aviation Capital Designated Activity Company, et al., the law firms of Milbank LLP and Hunton Andrews Kurth LLP submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the ad hoc committee of secured lenders to Debtors NAC Aviation 33 Limited and NAC Aviation 34 Limited. In April 2021, the Ad Hoc Committee retained Milbank as its counsel with respect to the secured term loans under which NAC Aviation 33 Limited and NAC Aviation 34 Limited serve as borrowers. The Ad Hoc Committee subsequently retained Hunton to serve as its Virginia local counsel in connection with the chapter 11 cases of Nordic Aviation Capital Designated Activity Company and its affiliated debtors. In addition, a separate team of Milbank attorneys represents Silver Point Capital and certain of its affiliates and related funds in connection with these cases. Counsel does not represent or purport to represent any other entities in connection with these cases. In addition, the Ad Hoc Committee represents only the interests of its members, and the members of the Ad Hoc Committee do not represent or purport to represent the interests of any other entities in connection with these cases. As of April 27, 2022, members of the Ad Hoc Committee and their disclosable economic interests are: Aozora Bank, Ltd 6-1-1, Kojimachi Chiyoda-ku Tokyo 102-8660 Japan * NAC 33 Claims: $11,921,341.74 * NAC 34 Claims: $3,381,496.82 BNP Paribas 16, boulevard des Italiens 75009 Paris, France * NAC 33 Claims: $235,675,227.52 * NAC 34 Claims: $86,236,419.65 BNP Paribas NY Branch 787 7th Avenue New York, NY 10019 * NAC 29 RCF Claims: $15,193,883.47 CaixaBank, S.A. Calle Pintor Sorolla 2-4 46002 Valencia Spain * NAC 33 Claims: $14,901,677.16 * NAC 34 Claims: $4,226,871.05 ING Bank Hamburger Allee 1 60486 Frankfurt Germany * NAC 33 Claims: $68,788,277.99 Ironshield Special Situations L1 Master Fund LP 1 Nexus Way, Camana Bay Grand Cayman KY1-9005 Cayman Islands * NAC 27 Claims: $4,035,573.00 * NAC 29 RCF Claims: $1,000,000.00 * NAC 33 Claims: $16,391,845.00 * NAC 34 Claims: $4,649,558.00 MUFG Bank Ltd. Ropemaker Place 25 Ropemaker Street London, EC2Y 9AN * NAC 33 Claims: $43,780,848.27 * NAC 34 Claims: $12,543,318.33 * NAL 18 JOLCO Claims: $3,891,219.00 * NAL 20 JOLCO Claims: $4,112,669.23 * NAL 21 JOLCO Claims: $4,228,673.66 * NAL 22 JOLCO Claims: $3,872,101.65 * NAL 23 JOLCO Claims: $4,245,850.27 * NAL 24 JOLCO Claims: $4,280,327.47 The Tokyo Star Bank, Limited 2-3-5 Akasaka, Minato-ku Tokyo 107- 8480 Japan * NAC 29 DBJ 2018 Claims: $7,097,357.88 * NAC 29 DBJ 2019 Claims: $10,144,114.36 * NAC 31 JOLCO Claims: $1,378,190.77 * NAC 32 JOLCO Claims: $1,420,635.42 * NAC 33 Claims: $4,878,355.54 * NAC 34 Claims: $1,383,748.92 * NAL 27 JOLCO Claims: $1,889,985.22 * NAL 28 JOLCO Claims: $2,701,177.78 Counsel reserves the right to amend this Verified Statement as may be necessary in accordance with the requirements set forth in Bankruptcy Rule 2019. Co-Counsel for the Ad Hoc Committee of 33/34 Lenders can be reached at: Gerard Uzzi, Esq. Nelly Almeida, Esq. Andrew Harmeyer, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 E-mail: guzzi@milbank.com nalmeida@milbank.com aharmeyer@milbank.com - and - Tyler P. Brown, Esq. Justin F. Paget, Esq. Henry P. (Toby) Long, Esq. Jennifer E. Wuebker, Esq. HUNTON ANDREWS KURTH LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 E-mail: tpbrown@HuntonAK.com jpaget@HuntonAK.com hlong@HuntonAK.com jwuebker@HuntonAK.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3kLkQmC 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. NORTH AMERICAN: Honeywell Insurers Want Claimants' Names -------------------------------------------------------- Matthew Santoni of Law360 reports that the insurers for a Honeywell unit told a Pennsylvania bankruptcy judge Thursday, May 5, 2022, to keep the names of asbestos injury claimants unsealed, arguing that making the names public would help make the asbestos claim process more transparent to combat fraud. Honeywell International and the North American Refractories Co. Asbestos Personal Injury Trust had resolved an earlier conflict by naming the attorneys and law firms representing claimants who allegedly submitted insufficient "check-the-box" affidavits of asbestos exposure. But in video arguments Thursday, May 5, 2022, insurers who intervened in the case told U.S. Bankruptcy Judge Thomas P. Agresti that the court should keep public the names of claimants. About North American Refractories Co. Based in Pittsburgh, Pennsylvania, North American Refractories Company manufactured and sold refractory products. The Company and its affiliates sought Chapter 11 protection on Jan. 4, 2002 (Bankr. W.D. Pa. Case No. 02-20198) after suffering a slump in the domestic economy and encountering an overwhelming number of claims from individuals asserting injuries or illnesses caused by exposure to asbestos containing products it manufactured. The Company reported $27.5 billion in assets and $18.6 billion in liabilities at the time of the filing. The Hon. Judith K. Fitzgerald confirmed a Third Amended Plan of Reorganization filed by North American Refractories Company and its debtor-affiliates, I-Tec Holding Corp., Intertec Company, and Tri-Star Refractories, Inc., on Sept. 24, 2007. That plan estimated that unsecured non-asbestos creditors would recover about 90 cents-on-the-dollar. Asbestos claims were channeled to a 524(g) trust funded by Honeywell International Inc. and 79% of the stock of the Reorganized Debtor. James J. Restivo, Jr., Esq., Robert P. Simmons, Esq., and David Ziegler, Esq., at Reed Smith LLP represents the Debtor. Kroll Zolfo Cooper LLC is the Debtors' bankruptcy consultants and special financial advisors. The Official Committee of Unsecured Creditors is represented by McGuire Woods, LLP. KPMG, LLP, is the Creditors Committee's financial advisor. The Asbestos Claimants Committee is represented by attorneys at Caplin & Drysdale, Chartered and Campbell & Levine, LLC. L. Tersigni Consulting, PC was the Asbestos Committee's financial advisor. Lawrence Fitzpatrick was appointed as the Future Asbestos Claimants Representative. Mr. Fitzpatrick is represented by attorneys at Young Conaway Stargatt & Taylor LLP and Meyer, Unkovic & Scott LLP. About Honeywell International Honeywell is a diversified technology and manufacturing leader, serving customers worldwide with aerospace products and services; control technologies for buildings, homes and industry; turbochargers; automotive products; specialty chemicals; fibers; plastics; and electronic and advanced materials. Based in Morris Township, N.J., Honeywell is one of 30 stocks that make up the Dow Jones Industrial Average and is a component of the Standard & Poor's 500 Index. Its shares are wwwtraded on the New York Stock Exchange under the symbol HON, as well as on the London, Chicago and Pacific Stock Exchanges. On the Web http://www.honeywell.com/ In 1979, Honeywell purchased North American Refractories Company, known as NARCO, which made asbestos refractory materials. Honeywell Inc. merged with Allied Signal Inc. in 1999 to form a company with interests in aerospace, chemical products, automotive parts and building controls. After the merger, the combined company was renamed Honeywell International. By 2010, Honeywell found itself a defendant in thousands of asbestos lawsuits resulting from the operations of its former subsidiaries. At the time, Honeywell estimated its potential liability from asbestos litigation at $1.1 billion. On Oct. 1, 2019, Honeywell spun off a subsidiary known as Garrett Motion Inc. and shouldered the company with its estimated $1 billion in asbestos liability. Honeywell's other asbestos subsidiary, North American Refractories Company, filed for bankruptcy and established a trust fund in 2013 with $6.32 billion to handle asbestos claims stemming from its refractory products. The bankruptcy plan assigned certain asbestos liabilities to Honeywell so that claims arising from bankrupt companies supplied by NARC must file a claim with Honeywell. OCEANEERING INT'L: Moody's Ups CFR to Ba3, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service upgraded Oceaneering International, Inc.'s Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, and the company's Speculative Grade Liquidity Rating to SGL-1 from SGL-2. The B1 rating on the senior unsecured notes was affirmed. Moody's concurrently withdrew the rating on the prior unsecured revolving credit facility that was recently replaced with a new secured revolver (unrated). The rating outlook was changed to stable from positive. "The upgrade reflects our view that the company will have greater capacity to improve earnings, further reduce debt, and strengthen its overall credit profile through 2023 in an elevated oil and gas price environment that should encourage more upstream capital spending in offshore markets," said Sajjad Alam, Moody's Vice President. "Oceaneering also improved its liquidity by obtaining a new revolving credit facility, although it being secured kept the senior notes rating at B1." Ratings upgraded: Issuer: Oceaneering International, Inc. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Ratings Affirmed: Issuer: Oceaneering International, Inc. Senior Unsecured Notes, Affirmed B1 (LGD4) Ratings Withdrawn: Issuer: Oceaneering International, Inc. Senior Unsecured Revolving Credit Facility, Ratings withdrawn, previously B1 (LGD4) Outlook Actions: Issuer: Oceaneering International, Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE Oceaneering's Ba3 CFR reflects the company's improving gross leverage, exposure to highly volatile oil and natural gas prices that drive the level of capital spending from its primary customers, and the slowly improving demand and pricing for offshore oilfield services globally following a severe downturn. While recent supply challenges have pushed oil and gas prices to elevated levels, Moody's believes high oil prices are necessary over an extended period to drive sustained higher upstream capital spending in deepwater and ultra-deepwater markets. The CFR is supported by Oceaneering's historically conservative financial policies, including consistent free cash flow generation and the maintenance of a large cash balance; dominant market position in the niche offshore remotely operated vehicle (ROV) segment; well-diversified customer base comprised of mostly blue-chip upstream companies; and growing revenue streams from less volatile non-oil and gas related services and businesses. The company should be able to increase earnings and produce significant free cash flow, further improving its net debt position through 2023. The SGL-1 rating reflects Moody's view that Oceaneering will maintain very good liquidity after successfully extending the maturity date of its revolving credit facility. The company's large cash balance will continue to lend strong credit support. Despite generating negative free cash flow and using $100 million of cash in the first quarter of 2022, the company still had $438 million of balance sheet cash at the start of the second quarter. Moody's expects better performance in an improving offshore operating environment during the remaining quarters and over $75 million of free cash flow generation in 2022. In April 2022, the company entered into a new $215 million secured revolving credit agreement that is due in April 2026. The company's remaining $400 million 4.65% notes will mature in November 2024, and Moody's expects that Oceaneering will use its large cash balance to repay a significant portion of these notes. The company should be able to comfortably meet the 4x maximum net leverage (decreasing to 3.25x during the term) and 3x minimum interest coverage covenants in the new revolving credit agreement through 2023. Oceaneering's senior unsecured notes are rated B1, one notch below the Ba3 Corporate Family Rating reflecting the priority claim that the new secured revolving credit facility has over Oceaneering's assets. The new revolver is secured by a first-lien claim on substantially all of the current and non-current assets of Oceaneering's material subsidiaries and also benefit from subsidiary guarantees FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The CFR could be upgraded if Oceaneering meaningfully reduces debt and sustains the debt/EBITDA (gross) ratio below 2.5x while delivering consistent free cash flow. Materially increased scale and higher proportion of earnings from more stable non-oil & gas industry sources would also be supportive of an upgrade. A downgrade could occur if the debt/EBITDA ratio remains above 3.5x or the cash balance declines significantly without a corresponding reduction in debt. The principal methodology used in these ratings was Oilfield Services published in August 2021. OUTFRONT MEDIA: Moody's Affirms B1 CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed OUTFRONT Media Inc.'s B1 Corporate Family Rating and B1-PD Probability of Default Rating. The Ba1 senior secured credit facility rating and B2 senior unsecured note rating issued by OUTFRONT's subsidiary, OUTFRONT Media Capital LLC, were also affirmed. The outlooks were changed to stable from negative. The ratings affirmation and stable outlook reflect the strong recovery in operating performance (revenue up 42% LTM Q1 2022) and Moody's expectation that results will continue to improve toward pre-pandemic levels in 2022. Operating results will be supported by growth in digital and static billboards. The transit division will take longer to recover, but will improve over time as subway ridership increases. Free cash flow (FCF) was slightly negative as of LTM Q1 2022 and Moody's projects FCF will continue to be negative in 2022 as higher operating cash flow is offset by increased capex and dividend payments. However, OUTFRONT's FCF will turn positive in 2023 and the company will continue to have good availability to the existing $500 million revolving facility while maintaining a sizable cash balance. The Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-2. Issuer: OUTFRONT Media Inc. Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Affirmations: Issuer: OUTFRONT Media Capital LLC Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4) Outlook Actions: Issuer: OUTFRONT Media Capital LLC Outlook, Changed To Stable From Negative Issuer: OUTFRONT Media Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE OUTFRONT's B1 CFR reflects the high leverage level (7x as of Q1 2022) due to the impact of the pandemic and Moody's expectation that leverage will continue to decline in 2022 driven by EBITDA growth. The smaller transit division, which had been the fastest growing division prior to the pandemic, will take longer to recover towards pre-pandemic levels but will benefit from higher subway ridership and transit advertising in 2022 and 2023. OUTFRONT's significant exposure to both New York City and Los Angeles increased the impact of the pandemic as larger markets were more affected by the coronavirus, but are likely to grow at faster rates compared to smaller markets that have already largely recovered. The company also has a sizable, long term contract with the New York Metropolitan Transit Authority (MTA) to deploy digital transit displays (including platform, subway, and railcar displays) over the next several years which will be a use of cash until ridership and advertising levels improve. The outdoor industry remains vulnerable to consumer ad spending, with contractual terms generally shorter than in prior periods. As a result, Moody's expects the outdoor advertising industry will be more sensitive to economic conditions than in prior years. OUTFRONT benefits from its market position as one of the largest outdoor advertising companies in the US with positions in all the top 25 markets and approximately 150 markets in the US and Canada. The ability to convert traditional static billboards to digital and enhanced programmatic and data attribution capabilities will lead to higher revenue and EBITDA with broader appeal to advertisers over a multiyear period. Outdoor advertising is not likely to suffer from disintermediation as other traditional media outlets have and will benefit from restrictions of the supply of additional billboards, which helps support advertising rates and very high asset valuations. OUTFRONT's ESG Credit Impact Score is highly-negative (CIS-4) driven by the company's exposure to governance risks (G-4). OUTFRONT will continue to reduce leverage levels, but leverage will remain relatively high and the company operates as a REIT which requires the distribution of a substantial portion of operating cash flow. OUTFRONT also has contractual deployment obligations related to some of the company's transit agreements that have contributed to negative or minimal free cash flow over the past several years. Moody's projects OUTFRONT will maintain good liquidity (SGL-2) supported by its access to an undrawn $500 million revolver due 2024 ($4 million of LCs outstanding) and approximately $356 million in cash as of Q1 2022. OUTFRONT also maintains an additional $81 million of L/C facilities which had $73 million outstanding as of Q1 2022. There is a $300 million At-the-Market equity (ATM) offering program (no shares were issued in 2020 or 2021) that could be used to help fund modest acquisitions or negative FCF. OUTFRONT issued $400 million in preferred stock to bolster liquidity in Q2 2020. On March 1, 2022, $275 million of the preferred was converted to common stock. OUTFRONT typically generates good cash flow from operations, but FCF was negative in 2017, 2018, 2019 and 2021 after capex, MTA equipment deployment costs, and dividends. The dividend payment on the common equity was suspended in 2020 and capex declined which contributed to slightly positive FCF in 2020. Higher capex and the return of dividend payments led to negative FCF of -$53 million as of LTM Q1 2022. In 2022, dividend payments will be approximately $200 million with about $85 million in capex in addition to MTA deployment costs. As a result, Moody's projects FCF will be negative again in 2022, but will be modestly positive in 2023 as the transit division continues to recover. OUTFRONT spent $137 million in acquisitions in 2021 and Moody's expects additional outdoor purchases going forward. The term loan is covenant lite, but the revolver is subject to a maximum consolidated net secured leverage ratio of 4.5x compared to the current ratio of 1.0x as of Q1 2022. During the pandemic, OUTFRONT executed an amendment to its financial covenant that allowed for the use of covenant EBITDA from Q2 and Q3 2019 in place of Q2 and Q3 2020 EBITDA levels. The amendment period expired, but Moody's expects OUTFRONT will remain well within compliance with its covenant going forward. The stable outlook reflects Moody's expectation that operating performance will continue to improve due to strong demand for outdoor advertising which will lead to a reduction in leverage levels to the mid 6x range in 2022 and to the mid to high 5x range in 2023. OUTFRONT's smaller transit division has been severely affected by the pandemic and profitability in the division will continue to be affected by substantial minimum annual guarantee payments. However, Moody's projects the transit division will continue to recover in 2022 and 2023 as more workers return to the office following the pandemic. While OUTFRONT will benefit from the recovery from the pandemic, economic conditions will be more challenging due to higher interest and inflation rates which may slow the pace of growth in the near term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS OUTFRONT's ratings could be upgraded if leverage was expected to decrease below 5x (excluding Moody's standard adjustments) and the company demonstrates both the desire and ability to sustain leverage below that level while maintaining a good liquidity position. A positive FCF as a percentage of debt ratio in the mid-single digit range would also be required. OUTFRONT'S ratings could be downgraded if leverage was expected to be maintained above 6x (excluding Moody's standard adjustments). A deterioration in OUTFRONT's liquidity position due to weak operating performance or continued negative FCF after dividends could also trigger a downgrade. OUTFRONT Media Inc. (OUTFRONT) (fka CBS Outdoor Americas Inc.) is one of the leading outdoor advertising companies with operations primarily in the US in addition to Canada. OUTFRONT was previously an operating subsidiary of CBS Corporation and in 2014 began operating as a REIT. OUTFRONT is a publicly traded company listed on the New York Stock Exchange with reported revenues of approximately $1.6 billion as of LTM Q1 2022. The principal methodology used in these ratings was Media published in June 2021. OWENS-ILLINOIS GROUP: Egan-Jones Keeps B Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on April 20, 2022, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Owens-Illinois Group, Inc. Headquartered in Perrysburg, Ohio, Owens-Illinois Group, Inc. manufactures and sells glass containers. PARK RIVER: Moody's Affirms B2 CFR, Outlook Remains Stable ---------------------------------------------------------- Moody's Investors Service affirmed Park River Holdings, Inc.'s, operating as PrimeSource Brands, B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's downgraded the rating on PrimeSource's existing senior secured term loan to B2 from B1 but affirmed the Caa1 rating on the company's senior unsecured notes due 2029. The outlook remains stable. The downgrade of the rating on PrimeSource's existing senior secured term loan to B2 from B1 results from the upsizing of the company's revolving credit facility to $750 million from $500 million. The 50% increase in the size of PrimeSource's revolving credit facility materially reduces the recovery values for the holders of the term loan, warranting the downgrade. However, Moody's views the increase of the revolving credit facility as credit positive, which is enhancing the company's liquidity. Pro forma revolver availability totaled about $557 million on March 31, 2022, after considering $197 million in borrowings, some letter of credit commitments and the borrowing based formula. PrimeSource uses the revolving credit facility for working capital needs and letter of credit commitments. The expiration of the revolver remains December 2025. "PrimeSource has very little financial flexibility to contend with any disruption to its operating plan due its highly levered capital structure," said Peter Doyle, Vice President at Moody's. The following ratings are affected by the action: Affirmations: Issuer: Park River Holdings, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Downgrades: Issuer: Park River Holdings, Inc. Senior Secured 1st Lien Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: Park River Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE PrimeSource's B2 CFR reflects the company's leveraged capital structure. Moody's projects adjusted debt-to-EBITDA remaining above 6.0x over the next two years versus 7.6x on December 31, 2021. Moody's forward view includes some organic revenue growth, full-year earnings from acquisitions and no revolver borrowings at year end. Fixed charges including cash interest, term loan amortization and operating and finance lease payments approach $200 million per year, significantly reducing cash flow. Products distributed by PrimeSource are available from other distributors, making it difficult to increase pricing significantly and maintain profitability. Providing an offset to PrimeSource's leveraged capital structure and other credit challenges is good profitability. Moody's expects adjusted EBITDA margin in the range of 12.5% - 15% through 2023, which is a key credit strength. Interest coverage, measured as adjusted EBITA-to-interest coverage, should remain above 1.5x, which is reasonable given the large debt service requirements. The integration of Wolf Home Products (Wolf) and Nationwide Enterprises, Inc. (Nationwide), each acquired in mid-2021 appears to be proceeding well and contributing to PrimeSource's financial performance. Wolf expanded PrimeSource's products into cabinets and outdoor living and Nationwide into specialty fence and gate hardware. Repair and remodeling activity, representing about 70% of PrimeSource's revenue, and new home construction, the balance of revenue, are exhibiting good growth expectations over the next year. The stable outlook reflects Moody's expectation that PrimeSource will continue to perform well. A good liquidity profile characterized by ample revolver availability and no near-term maturities further support the stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of PrimeSource's ratings could ensue if end markets remain supportive of organic growth and the company delevers such that adjusted debt-to-EBITDA approaches 4.5x and adjusted EBIT-to-interest expense is maintained near 2.5x. Preservation of good liquidity and more conservative financial policies would support upwards rating movement. The CFR could be downgraded if PrimeSource's adjusted debt-to-EBITDA fails to trend towards below 6.0x, which is management's financial plan, and EBITA-to-interest expense is sustained near 1.5x. A deterioration in liquidity, an aggressive acquisition with additional debt or significant shareholder return activity could result in downward rating pressure as well. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. PrimeSource Brands, headquartered in Irving, Texas, is a specialty branded building products distributor. Clearlake Capital Group, L.P., through its affiliates, is the owner of PrimeSource. PATTERSON CO: Egan-Jones Hikes Senior Unsecured Ratings to BB+ -------------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Patterson Companies Inc.to BB+ from BB. Headquartered in Saint Paul, Minnesota, Patterson Companies Inc. distributes dental products, veterinary supplies for companion pets, and rehabilitation supplies. PENN NATIONAL: Egan-Jones Hikes Senior Unsecured Ratings to B- -------------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Penn National Gaming, Inc. to B- from CCC. EJR also upgraded the rating on commercial paper issued by the Company to B from C. Headquartered in Wyomissing, Pennsylvania, Penn National Gaming, Inc. owns and operates Charles Town Races in West Virginia which features slot machines, casinos in Mississippi, and a riverboat gaming facility in Louisiana. PHIO PHARMACEUTICALS: Appoints Former Unisys Exec as Director ------------------------------------------------------------- Effective as of April 27, 2022, the Board of Directors of Phio Pharmaceuticals Corp. increased the size of the Board to eight members and appointed Patricia A. Bradford, former senior vice president Global Human Resources, Unisys Corporation, to serve on the Board until the 2022 annual meeting of stockholders. At this time, Ms. Bradford has not been appointed to serve on any committee of the Board. In connection with her appointment to the Board, Ms. Bradford will enter into the Company's standard form of indemnification agreement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Ms. Bradford for some expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service on the Board. In addition, Ms. Bradford will receive standard compensation and equity awards available to non-employee directors of the Company. The Company's non-employee director compensation program is described in the "Director Compensation" section of the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2021. Meanwhile, the Board amended the Company's Amended and Restated Bylaws, effective immediately. Section 2.1 of the existing Bylaws has been amended to provide that the number of directors of the Company shall be fixed solely by resolution of the Board adopted from time to time by a majority of the directors then in office. The Bylaws previously provided that the number of directors of the Company shall not be less than two and not more than seven. About Phio Pharmaceuticals Marlborough, Massachusetts-based Phio Pharmaceuticals Corp. -- http://www.phiopharma.com-- is a biotechnology company developing the next generation of immuno-oncology therapeutics based on its self-delivering RNAi therapeutic platform. The Company's efforts are focused on silencing tumor-induced suppression of the immune system through its proprietary INTASYL platform with utility in immune cells and/or the tumor micro-environment. The Company's goal is to develop powerful INTASYL therapeutic compounds that can weaponize immune effector cells to overcome tumor immune escape, thereby providing patients a powerful new treatment option that goes beyond current treatment modalities. Phio reported a net loss of $13.29 million for the 12 months ended Dec. 31, 2021, compared to a net loss of $8.79 million for the 12 months ended Dec. 31, 2020, and a net loss of $8.91 million for the 12 months ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $25.17 million in total assets, $3.24 million in total liabilities, and $21.93 million in total stockholders' equity. POPPA CONSTRUCTION: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Poppa Construction, Inc. 2950 Tamiami Trail N. #200 Naples, FL 34103 Chapter 11 Petition Date: May 5, 2022 Court: United States Bankruptcy Court Middle District of Florida Case No.: 22-00498 Debtor's Counsel: Edward J. Peterson, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St. Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 E-mail: epeterson@srbp.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jordan Poppa-Turner as president. 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/MO3EAOY/Poppa_Construction_Inc__flmbke-22-00498__0001.0.pdf?mcid=tGE4TAMA PROSPECT-WOODWARD: JNR/ACB Says Plan Rejection Timely ----------------------------------------------------- J.NR. Gutters, Inc. ("JNR") and J.NR. Gutters, Inc. as assignee of American Builders and Contractors Supply Co., Inc. ("ABC") filed a limited objection to the Declaration of John Burlacu of Donlin, Recano & Company, Inc. Regarding the Solicitation and Tabulation of Votes Cast on Disclosure Statement for Amended Chapter 11 Plan of The Prospect-Woodward Home dated March 14, 2022 on the grounds that JNR and ABC provided timely notice of their respective ballots rejecting the amended Chapter 11 plan of The Prospect-Woodward Home (the "Debtor") dated March 14, 2022. JNR and ABC seek to have the Court deem the votes of JNR and ACB rejecting the Plan as timely. Counsel to the J.NR. Gutters, Inc.: Alan L. Braunstein, Esq. RIEMER & BRAUNSTEIN LLP 100 Cambridge Street, 22nd Floor Boston, Massachusetts 02114 Tel: (617) 880-3516 E-mail: abraunstein@riemerlaw.com About Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long-term nursing care units located at 95 Wyman Road, Keene, N.H., comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50 million in assets and up to $100 million in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Polsinelli, PC, as bankruptcy counsel; Hinckley, Allen & Snyder, LLP as special counsel; Silverbloom Consulting, LLC as financial consultant; and OnePoint Partners, LLC as restructuring advisor. Toby B. Shea of OnePoint Partners serves as the Debtor's chief restructuring officer. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative agent. The U.S. Trustee for Region 1 appointed an official committee of unsecured creditors on Sept. 9, 2021. Perkins Coie, LLP and McLane Middleton, Professional Association serve as the committee's lead bankruptcy counsel and local counsel, respectively. QEP RESOURCES: Egan-Jones Keeps B- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on April 20, 2022, withdrew its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by QEP Resources, Inc. EJR also withdrew its 'B' rating on commercial paper issued by the Company. Headquartered in Midland, Texas, QEP Resources, Inc. operates as an independent natural gas, oil exploration, and production company. QUIKRETE HOLDINGS: Moody's Hikes CFR to Ba2, Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded Quikrete Holdings, Inc.'s Corporate Family Rating to Ba2 from Ba3, Probability of Default Rating to Ba2-PD from Ba3-PD and senior secured rating to Ba2 from Ba3. The outlook is stable. The ratings upgrade reflects Moody's expectation for continued improvement in Quikrete's credit profile, higher predictability in free cash flow generation and on-going solid execution. Moody's projects total debt-to-EBITDA will be 3.7x by year-end 2022. "Over the years, Quikrete has increased scale (organically and through acquisitions), diversified its revenue mix, successfully integrated assets, improved profitability, re-invested most of its free cash flow back in the business, and limited dividend distributions to its shareholders balancing the interests of the company's creditors with the interest of its shareholders." said Emile El Nems, a Moody's VP-Sr. Credit Officer. "Going forward, we expect the company to remain focused on execution, pursue additional tuck-in acquisitions, and remain committed to modest leverage." Upgrades: Issuer: Quikrete Holdings, Inc. Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Senior Secured First Lien Term Loan, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Senior Secured Term Loan B1, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: Quikrete Holdings, Inc. Outlook, Stable RATINGS RATIONALE Quikrete Ba2 CFR reflects the company's scale, broad product mix, national footprint, and strong market position. With the acquisition of Forterra, Quikrete is one of the largest manufacturers of packaged concrete and cement mixes, ductile iron pipes, and concrete water pipes in the country. In addition, the rating is supported by the company's very good liquidity, strong operating performance, solid free cash flow and commitment to maintain modest leverage. At the same time the rating takes into consideration the company's exposure to cyclical end markets, its dependence on national retail chains for distribution, the competitive nature of the business in which it operates, and integration risk. Quikrete enjoys very good liquidity, supported by a robust free cash flow profile and a $550 million ABL revolving credit facility expiring in March 2027 of which Moody's estimates $450 million remains available. The principal financial covenant in Quikrete's ABL revolving credit facility agreement is based on revolver availability, which Moody's do not believe will be triggered in the next 12-18 months and which the company has considerable cushion. If revolver availability falls below 12.5% of total revolver commitment, Quikrete will be required to maintain a minimum fixed-charge coverage ratio of 1:1 until minimum availability is achieved again. The term loan facility does not have any financial maintenance covenants. The Ba2 rating on the company's senior secured credit facility is on par with Quikrete's CFR reflecting its position as the preponderance of debt in Quikrete's capital structure. The stable outlook reflects Moody's expectations that Quikrete will steadily grow revenue organically, improve profitability and generate significant free cash flow that can be used to de-lever the balance sheet. This is largely driven by Moody's views that the US economy and US construction industry will continue to expand. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: Debt-to-EBITDA is approaching 3.0x, EBITA-to-interest expense is above 6.0x for a sustained period of time, the company maintains its free cash flow and very good liquidity profile, the company demonstrates a conservative financial policy. The ratings could be downgraded if: Debt-to-EBITDA is above 4.0x for a sustained period of time; EBITA-to-interest expense is below 5.0x for a sustained period of time, the company's liquidity and profitability deteriorates. The principal methodology used in these ratings was Manufacturing published in September 2021. Headquartered in Atlanta, Georgia, Quikrete is a leading manufacturer (measured by revenue) and distributor of packaged concrete, cement mixes and ceramic tile installation products in North America. In addition, the company is the leading manufacturer of concrete and ductile iron water infrastructure pipe and products serving states and local governments, and the commercial / residential end markets. The company is privately owned by the Winchester family. RDS CONSTRUCTION: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ RDS Construction, LLC ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral and provide adequate protection. The Debtor currently has two non-insider employees who are paid hourly and salary wages respectively. The Debtor's president is the sole insider employee and manages the daily affairs of the business. The Debtor utilizes various 1099 contract employees who specialize in certain areas of home construction and remodeling (electricians, sheet rockers, painters, etc.). 1099 employees are accounted for as a cost of the job (Cost of Goods Sold - COGS) which is customary in the construction industry. Prior to the filing of the case, the Debtor enjoyed a growing business. Gross sales rose rapidly in the first three years of business and exceeded $3 million in 2019. The Debtor has enjoyed working with, and serving, the residents in its local community. However, the effects of COVID-19 in early 2020 could not have come and a more inopportune time for debtor. Local lockdowns and mandates all but shuttered debtor, who struggled to complete work and generate new income to meet its financial demands. The Debtor's business model is largely based on entering the homes and businesses of its customers, and during the early days of COVID-19 this proved impossible. As a result, the Debtor slowly began scaling back operations to meet the requirements of its creditors. Unfortunately, the Debtor's best efforts were unsuccessful, and the Debtor was forced to seek loans in an attempt to make ends meet. The Lenders that may assert liens on the cash collateral are: Lender Claim ----- ----- Unknown $120,790.40 Retail Capital LLC $192,855.03 The Fundworks, LLC $162,500.00 Pinnacle Business Funding $88,066.25 Reliable Fast Cash $30,704.69 The Debtor asserts it has a viable business platform and intends to reorganize under Chapter 11. This, when taken together with other operational changes and improvements will serve as the backdrop for a viable plan of reorganization. The changes include marketing pushes, analyzing subcontractor pricing to ensure the best work for the best price, reviewing current pricing and bid structures to obtain future work, reviewing current vendor pricing of goods and inventories, and pushing for increased residential work to boost sales. The Debtor retained cash reserves and bank account balances totaling $19,278 at the time of filing, and immediate outstanding receivables of approximately $38,871. The Debtor has new jobs and anticipates billing this work in the next two weeks. The Debtor needs the use of cash reserves, bank account balances, and new receivables to pay expenses incurred in the ordinary course of business. As adequate protection, the Lenders will be granted a replacement lien on the accounts receivables of the Debtor as is expressly contemplated by 11 U.S.C. section 361(2) when the liens are diminished by the Debtor's use of the collateral, providing for monthly adequate protection payments, if necessary, maintaining the value of its business as a going concern, and proposing a plan in which the Lenders are scheduled to receive periodic cash payments beginning on the effective date of the plan, with interest accruing at a Till rate. The Debtor requests that the Court consider the matter on an emergency basis with or without a hearing and enter an interim order authorizing the use of cash collateral. There are expenses that must be paid prior to the expiration of the notice periods set forth in Fed. R. Bankr. P. 4001(b)(2). If not paid, the Debtor will suffer immediate and irreparable harm. A copy of the motion is available at https://bit.ly/38Kmhiq from PacerMonitor.com. About RDS Construction, LLC RDS Construction, LLC was formed September 6, 2017 as a limited liability corporation in the State of Texas and operates as a retail service company. Its primary income is derived from construction services for individual consumers looking to remodel their homes or businesses. RDS serves a local market in the Humble and Atascocita areas of Houston and works generally throughout Harris and the surrounding counties. RDS sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31179) on May 2, 2022. In the petition signed by Cody Shirley, owner, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Michael L. Hardwick, Esq., at Michael Hardwick Law, PLLC is the Debtor's counsel. RED PROPERTIES: Unsecureds Unimpaired in Subchapter V Plan ---------------------------------------------------------- Red Properties, LLC, filed with the U.S. Bankruptcy Court for the District of Maine a Plan of Reorganization for Small Business under Subchapter V dated May 2, 2022. The Debtor was formed on November 20, 2020, in order to purchase and develop real property located in Portland, Maine. The Debtor is a single member limited liability company organized under the laws of the state of Maine, with an address of P.O. Box 62, Portland, Maine 04112. Mr. Edward F. Walsh Sr. ("Mr. Walsh") is the Debtor's sole member. The Debtor has provided projected financial information which sets forth the Debtor's cash flow projections over the next 3 years (the "Projections"), commencing on the first month after confirmation. These projections support the Debtor's ability to make all payments required by the Plan. They include projected revenue and expenses in the form of pro forma income statements for the next 3 years. The Projections reflect sufficient projected revenue to pay for ordinary operating expenses and meet all obligations under the Plan. The Projections also show that the Debtor will have projected disposable income ("Disposable Income") for the three-year period of approximately $4,725.00, all of which will be utilized to pay the claims of general unsecured creditors under the Plan. This Plan under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from proceeds of a sale of the Cumberland Properties (the "Sale Transaction"), as set forth in more detail in that Plan Term Sheet (the "Term Sheet"), and revenue generated from future use and possession by the Debtor of 94 Atlantic. The purchase under the Term Sheet is Eleftherios Minas and Ethos Carpentry, Inc., or such parties' assignee(s) (collectively, "Buyer"). Funds from the Sale Transaction will be delivered to the Debtor on the date such transaction closes (the "Closing"), which shall occur on the Effective Date or such other closing date thereafter as the Debtor, in consultation with Buyer and the Lambs, determines (the "Closing Date"). Class 6 consists of General Unsecured Claims. The allowed unsecured claims total $427,778.00. The Debtor shall pay all allowed Class 6 claims a pro rata distribution of the Debtor's projected disposable income, as set forth in the Projections, which amount totals $4,314.92. The distribution amount represents 77% of the total amount of funds to be distributed to Class 6, based on the proportion of Loan Funder???s unsecured claim compared to CBC Construction's unsecured claims. Allowance of all claims classified as Class 6 general unsecured claims and treatment provided for herein shall be in full and final satisfaction of any and all claims that such creditors may hold in relation to the Debtor, any co-debtors, and the Properties, whether such claims are known or unknown, asserted or unasserted, fixed or contingent, or liquidated or unliquidated. This Class is unimpaired in Plan. Class 7 consists of Convenience Claims. The Debtor shall pay all allowed Class 7 claims in full on the Closing Date from funds provided by the Buyer (as that term is used in the Term Sheet). Allowance of all claims classified as Class 7 general unsecured claims and treatment provided for herein shall be in full and final satisfaction of any and all claims that such creditors may hold, whether known or unknown, asserted or unasserted, fixed or contingent, or liquidated or unliquidated. Class 8 consists of Equity Interests of the Debtor. The existing holders of membership units in the Debtor shall retain their respective membership interests of the same type and number as such members held as of the Petition Date, and the Debtor's operating agreement shall remain in full force and effect without alteration. A full-text copy of the Plan of Reorganization dated May 2, 2022, is available at https://bit.ly/3yjtIYI from PacerMonitor.com at no charge. Attorneys for the Debtor: Andrew C. Helman, Esq. Dentons Bingham Greenebaum, LLP 254 Commercial Street, Suite 245 Portland, ME 04101 Phone: (207) 619-0919 E-mail: andrew.helman@dentons.com - and - Christopher B. Madden Gina M. Young DENTONS BINGHAM GREENEBAUM, LLP 3500 PNC Tower 101 South Fifth Street Louisville, Kentucky 40202 (502) 587-3500 chris.madden@dentons.com gina.young@dentons.com About Red Properties Red Properties, LLC, a company in Portland, Maine, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 22-20014) on Feb. 2, 2022, listing as much as $10 million in both assets and liabilities. Edward Walsh, sole member, signed the petition. Judge Michael A. Fagone oversees the case. Andrew C. Helman, Esq., at Dentons Bingham Greenebaum, LLP, represents the Debtor. ROCKALL ENERGY: $51MM DIP Loan from Goldman Sachs Wins Final OK --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Rockall Energy Holdings, LLC, to use cash collateral on a final basis and obtain postpetition financing. The Debtor is permitted to obtain secured postpetition financing on a superpriority basis pursuant to the terms and conditions of the Super-priority Senior Secured Debtor-in-Possession Credit and Guaranty Agreement by and among: * Rockall Energy, as a borrower, * Rockall Energy Holdings, LLC, as a Guarantor, * each of their respective direct and indirect Subsidiaries, each as a Guarantor, * Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and * each Lender party thereto, in an aggregate principal amount not to exceed $51 million, of which (a) $5 million was made available immediately upon entry of the Interim Order and (b) subject to the terms therein and in the DIP Credit Agreement, $12 million will be made available immediately upon entry of the Final Order. The DIP Facility includes a roll-up of the Prepetition Secured Parties Claims in the aggregate principal amount of (i) $10.0 million upon entry of the Interim Order and (ii) $34.0 million upon entry of the Final Order. Upon the entry of the Interim Order, (a) Term Loan Claims in an aggregate principal amount of approximately $7.6 million and (b) Shell Hedge Claims in an aggregate principal amount of approximately $2.4 million were converted into DIP Loans, and the Term Loan Claims and Shell Hedge Claims, respectively, were reduced by such applicable amounts, on a dollar-for-dollar basis concurrently therewith. Upon the entry of the Final Order, (x) Term Loan Claims in an aggregate principal amount of $26.0 million and (y) Shell Hedge Claims in an aggregate principal amount of $8.0 million are converted into DIP Loans. The Debtors require the financing to (i) pay for working capital and general corporate purposes of the Debtors, (ii) pay interest, premiums, fees and expenses payable to the DIP Secured Parties in connection with the DIP Credit Agreement and the other DIP Facility Documents as provided therein, (iii) pay restructuring costs and the professional fees of the Debtors relating solely to these Chapter 11 Cases, (iv) effectuate the roll-up of the DIP Roll-Up Obligations, (v) to pay the Transaction Costs under the DIP Facility Documents, (vi) make adequate protection payments to the Prepetition Secured Parties as provided in the Interim Order and the Final Order and (vii) pay for other purposes as provided in, and subject to the terms of, the DIP Credit Agreement, and in all cases, subject to compliance with the Approved Budget. The DIP Agent, for the benefit of the DIP Secured Parties, is granted an allowed superpriority administrative expense claim pursuant to section 364(c)(1) of the Bankruptcy Code for all DIP Claims, with priority over any and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses, but subject and subordinate in priority of payment only to the Carve-Out. As adequate protection for and solely to the extent of the Diminution Claim, the Intercreditor Agent, for the benefit of the Prepetition Secured Parties, is granted a superpriority claim with priority over all administrative expense claims and unsecured claims against the Debtors or their estates, subject and subordinate only to the DIP Superpriority Claim and the Carve-Out. The DIP Agent and the DIP Secured Parties are granted, in each case subject to the Carve-Out: (i) a perfected first-priority lien on the DIP Collateral to the extent that such DIP Collateral was not subject to any previous Permitted Priority Liens; (ii) pursuant to section 364(c)(3) of the Bankruptcy Code, a perfected lien on the DIP Collateral junior to any Permitted Priority Liens on such DIP Collateral; and (iii) pursuant to section 364(d) of the Bankruptcy Code, a perfected first-priority, priming and senior security interest and lien on the DIP Collateral that was Prepetition Collateral subject only to any Permitted Priority Liens. Carve-Out means the sum of: (i) all fees required to be paid to the clerk of the Bankruptcy Court and all statutory fees payable to the U.S. Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses in an aggregate amount not to exceed $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; (iii) to the extent allowed at any time, whether by the interim order, procedural order, final order, or otherwise, all unpaid fees, costs, and expenses of persons or firms retained by the Debtors pursuant to section 327, 328 or 363 of the Bankruptcy Code and the Creditors' Committee appointed in the Chapter 11 Cases pursuant to section 1103 of the Bankruptcy Code incurred at any time on or before the first business day following delivery by the DIP Agent of a Carve-Out Trigger Notice, whether allowed by the Bankruptcy Court prior to or after such date; and (iv) Allowed Professional Fees of the Debtor Professionals and the Committee Professionals in an aggregate amount not to exceed (x) $750,000, plus (y) the amount of any Allowed Professional Fees arising from any restructuring, sale, completion, success, or other similar fees of Lazard Fr??res & Co. LLC as investment banker to the Debtors. A copy of the final order is available at https://bit.ly/3KHK1Bd from PacerMonitor.com. About Rockall Energy Holdings, LLC Privately held Rockall Energy Holdings, LLC, and its affiliates are primarily engaged in oil and natural gas exploration and production, with over 100,000 net acres located in the Williston Basin in North Dakota and the Salt Basin plays in Louisiana and Mississippi. Dallas-based Rockall also owns assets in Mississippi that the Company believes are well-suited to develop a carbon capture utilization and storage business, including enhanced oil recovery and CO2 sequestration. Rockall sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-90000) on March 9, 2022. In the petition signed by David Mirkin, chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Vinson & Elkins LLP represents the Debtor as counsel. Lazard Freres & Co. LLC serves as investment banker to the Debtors. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Creditors' Committee. SHENANDOAH TELECOM: Egan-Jones Keeps BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Shenandoah Telecommunications Company. Headquartered in Edinburg, Virginia, Shenandoah Telecommunications Company provides telecommunications services through its subsidiaries. SILVER STATE: Ongoing Revenue & Asset Sale Proceeds to Fund Plan ---------------------------------------------------------------- Silver State Broadcasting, LLC and its affiliates filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement describing Plan of Reorganization dated May 2, 2022. Each of the Debtors is an independent radio broadcasting company. Three of the radio stations (KFRH, KREV and KRCK-FM, the "Radio Stations") are the Debtors' primary assets. They were the subject of a receivership action in the District Court commencing July of 2020. At that time, pursuant to an order of the District Court and the ensuing grant by the FCC of a set of short form assignment applications, the licenses for the core Radio Stations were assigned to Receiver W. Lawrence Patrick ("Receiver"). The Debtors filed their Chapter 11 cases on October 19, 2021, because the Receiver was irreparably damaging their Radio Stations and seeking to unnecessarily sell the Radio Stations to VCY for far less than their market value. Class 1 consists of the allowed secured claim of Bellaire Towers Homeowners Association in the amount of $364,003.32 as of February 7, 2022. The Class 1 Allowed claim shall be paid in full, with statutory judgment interest, by Golden State on or before the effective date of the Plan. Accordingly, the Class 1 Allowed claim is unimpaired. Class 2A consists of disputed unsecured claims collectively against all three Debtors. The Class 2A Disputed Unsecured Claims, estimated in the total amount of $0.00 shall be resolved through the formal claim objection process or by agreement of the parties. Any allowed claims that result shall be paid in full by all three Debtors equally on the later of the effective date, or within five business days after any order allowing the claims becomes final and unappealable. Accordingly, the Class 2A Allowed claims are unimpaired. Class 2B consists of disputed unsecured claims against Silver State. The Class 2B Disputed Unsecured Claims estimated in the total amount of $0.00 shall be resolved through the formal claim objection process or by agreement of the parties. Any allowed claims that result shall be paid in full by Silver State on the effective date, or within five business days after any order allowing the claims becomes final and unappealable. Accordingly, the Class 2B Allowed claims are unimpaired. Class 2C consists of disputed unsecured claims collectively against Silver State and Golden State. The Class 2C Disputed Unsecured Claims estimated in the total amount of $0.00 shall be resolved through the formal claim objection process or by agreement of the parties. Any allowed claims that result shall be paid in full equally by Silver State and Golden State on the later of the effective date, or within five business days after any order allowing the claims becomes final and unappealable. Accordingly, the Class 2C Allowed Claims are unimpaired under the Plan. Class 3 consists of the shareholder's equity interests in the Debtors specifically Royce International Broadcasting, Inc. as to a 100% stock ownership interest in each Debtor. The equity interests of the shareholders of the Debtors existing on the Petition Date shall remain unchanged. The Debtors shall fund the proposed Plan payments through ongoing Radio Station Group revenue, proceeds of the sale of Golden State's KREV FM license and related radio station assets, or funds provided by Edward Soltz from his personal assets. Because Golden State is solvent, its creditors are not prejudiced by distribution of excess proceeds to fund the other Debtors' Plan payments. A full-text copy of the Disclosure Statement dated May 2, 2022, is available at https://bit.ly/3yzA1HR from PacerMonitor.com at no charge. Attorneys for the Debtors: Stephen R. Harris, Esq. Harris Law Practice LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Tel.: (775) 786-7600 Email: steve@harrislawreno.com About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates, Major Market Radio, LLC and Golden State Broadcasting, LLC, filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. Edward R. Stolz, manager of Silver State Broadcasting, signed the petitions. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC, represents the Debtors. SINCLAIR BROADCAST: Egan-Jones Keeps CCC Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Sinclair Broadcast Group, Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Hunt Valley, Cockeysville, Maryland, Sinclair Broadcast Group, Inc. operates as a television broadcasting company. SKY MEDIA: Amends Several Secured Claims Pay Details ---------------------------------------------------- Sky Media Pay, Inc., submitted an Amended Plan of Reorganization for Small Business dated May 2, 2022. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $33,000 monthly. The final Plan payment is expected to be paid on December 2024. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately .11 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of the Secured claim of Imperial Fund LLC, Proof of Claim 15. Debtor to sell 200 Biscayne Blvd. Way, Unit 4704, Miami, FL 33131. At closing, Imperial Fund shall be paid a total of $840,000.00 inclusive of principal balance, interest, attorney fees and costs through May 30, 2022, Class 2 consists of the Secured claim of Epic West Condominium Association, Claims 11, 12, 13, 14: * Epic West Condominium Association, Proof Of Claim 11, 200 Biscayne Blvd Way, Unit 4704, Miami, FL 33131 is being sold. Creditor to be paid all arrears as provided in the proof of claim, $77,295.79. * Epic West Condominium Association, POC 12, Unit 4712, regular monthly payment of $1382.55 plus arrears $5,528.20 monthly for 12 months. * Epic West Condominium Association, POC 13, Unit 4811, regular monthly payment of $1577.07 plus arrears $4,960.83 monthly for 12 months. * Epic West Condominium Association, POC 14, Unit 4801, regular monthly payment of $3132.60 plus arrears $9,565.70 monthly for 12 months. Class 3 consists of Non-priority unsecured creditors. Class 3 totals $711,975.26, the class shall share in a total distribution of $13,329.55 over 32 months. Payments shall be distributed pro rata on a monthly basis, commencing on the first of the month after the Effective Date. The pro rata distribution to the Class 3 Claimholders shall be in full satisfaction, settlement, release and discharge of their respective Allowed Class 3 Claims. A full-text copy of the Amended Plan of Reorganization dated March 14, 2022, is available at https://bit.ly/3LT3xvZ from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Roshawn Banks, Esq. The All Law Center, PA P.O. Box 25978 Fort Lauderdale, FL 33320 Telephone: (954) 747-1843 Email: RBanks@thealllawcenter.com About Sky Media Pay Sky Media Pay, Inc., is the fee simple owner of four real properties in Miami, Fla., having a total current value of $2.52 million. Sky Media Pay filed a voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-20444) on Oct. 29, 2021, listing $2,521,691 in total assets and $4,503,498 in total liabilities. Paola Angulo, president, signed the petition. Judge Laurel M. Isicoff oversees the case. Roshawn Banks, Esq., at The All Law Center, PA, serves as the Debtor's legal counsel. SKY MEDIA: Begy Buying Miami Residential Property for $1.05 Mil. ---------------------------------------------------------------- Sky Media Pay, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize it to sell the residential property located at 200 Biscayne Boulevard Way, Suite 4704, in Miami, Florida 33131, to Begy St, Inc., for $1.05 million, cash. The Debtor included the following 4 residential properties in Schedule B of the petition: (i) 200 Biscayne Boulevard Way, Suite 4801, Miami FL 33131, (ii) 200 Biscayne Boulevard Way, Suite 4811, Miami FL 33131; (iii) 200 Biscayne Boulevard Way, Suite 4704, Miami FL 33131; and (iv) 200 Biscayne Boulevard Way, Suite 4712, Miami FL 33131. The Debtor has been approved to retain Fortune International Realty to either sell or lease any or all of the listed properties on Dec. 29, 2021. The unit at 200 Biscayne Boulevard Way, Suite 4704, Miami, FL 33131 has an "as is" contract, cash purchase offer of $1.05 million with a $50,000 deposit placed with the escrow agent, Bianchi Fasano Law. The closing can take place within 30 days. The sale amount covers all liens on the property, including, Imperial Fund, LLC, Proof of Claim 15 as amended totaling $788,571.35 Epic West Condominium Association, Proof of Claim 11, totaling $77,295.79. Funds remaining after all encumbrances are fully paid, including the real estate commissions and closing costs will be applied to fund the Debtor's plan upon confirmation. The Debtor requests the Court grants its Motion to Sell 200 Biscayne Boulevard Way, Suite 4704, Miami, FL 33131. A copy of the Contract is available at https://tinyurl.com/yrrxm2mb from PacerMonitor.com free of charge. About Sky Media Pay Sky Media Pay, Inc. is the fee simple owner of four real properties in Miami, Fla., having a total current value of $2.52 million. Sky Media Pay filed a voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-20444) on Oct. 29, 2021, listing $2,521,691 in total assets and $4,503,498 in total liabilities. Paola Angulo, president, signed the petition. Judge Laurel M. Isicoff oversees the case. Roshawn Banks, Esq., at The All Law Center, PA, serves as the Debtor's legal counsel. SS&C TECHNOLOGIES: Egan-Jones Cuts Senior Unsecured Ratings to BB ----------------------------------------------------------------- Egan-Jones Ratings Company on April 20, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by SS&C Technologies, Inc. to BB from BB-. Headquartered in Windsor, Connecticut, SS&C Technologies, Inc. develops financial software solutions. STARWOOD PROPERTY: Moody's Affirms Ba2 CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Investors Service has affirmed the Ba2 corporate family and Ba3 long-term senior unsecured ratings of Starwood Property Trust, Inc. (Starwood) as well as the Ba2 senior secured rating of subsidiary Starwood Property Mortgage, LLC. The outlook is stable. Affirmations: Issuer: Starwood Property Mortgage, LLC Senior Secured Bank Credit Facility, Affirmed Ba2 Issuer: Starwood Property Trust, Inc. Corporate Family Rating, Affirmed Ba2 Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 Outlook Actions: Issuer: Starwood Property Mortgage, LLC Outlook, Remains Stable Issuer: Starwood Property Trust, Inc. Outlook, Remains Stable RATINGS RATIONALE Moody's has affirmed Starwood's ratings in consideration of the company's improving operating performance and strong asset quality, prominent competitive positioning in multiple commercial real estate businesses that provide greater revenue diversity compared to peer commercial mortgage real estate investment trusts (REITs), diversified funding sources and its affiliation with Starwood Capital Group, the well-established commercial real estate investment and asset management firm. Starwood's ratings are constrained by its high reliance on secured debt funding, including repurchase facilities that have margin call features, as well as by its high exposure to the cyclicality of certain commercial property segments, particularly hotels. Starwood's operating performance has held up well notwithstanding the lingering effects of the COVID-led downturn on the office and hospitality sectors. The firm's diligent investment selection and underwriting disciplines have resulted in asset quality performance that has resisted downside performance pressures. Starwood's pre-tax income in the first quarter of 2022 rose to $381.9 million, a significant improvement over prior year's first quarter result of $124.8 million, the increase driven primarily by realized property sale gains and the Woodstar Fund fair value increase. With higher interest rates likely to benefit margins in Starwood's largely floating rate loan portfolio, rising rents aiding its already strong results in multi-family property investments, continued demand by sponsors for private lending solutions and strong asset quality performance, Moody's expects that Starwood has strong prospects for profitability improvement for the balance of 2022. Starwood's commercial real estate lending business, its largest business, is diversified across broad property types and geographies in the US and Europe, with a focus on first-lien lending on transitional assets such as construction projects and non-stabilized properties that provide superior yields. In recent years, Starwood has progressively reduced the risk profile of its loan portfolio by reducing its construction exposure, reducing weighted average loan-to-value (61% at March 31, 2022 compared to 64% at December 31, 2019), and increasing its investment in multifamily lending, a segment more resilient to downside economic risks while also likely to perform well amid higher inflation and interest rates. Multifamily loans represented 32% of Starwood's $14.8 billion commercial loan portfolio at March 31, 2022, up from 13% at the end of 2019, while the proportion of office loans declined to 27% from 38% over the same time frame. Starwood's hotel lending remains an important strategy, with these loans representing a reduced 17% of the portfolio at the end of the quarter compared to 21% in 2019. At March 31, 2022, the company's commercial real estate loans on non-accrual rose to 3.3% compared to 2.0% one year ago but the company expects full recovery of the balances owed. Starwood's rate of net charge offs has historically been very low. Starwood has effectively managed its liquidity position considering heightened market volatility. The company has diverse sources of funding and a manageable distribution of debt maturities. The company is exposed to margin call risk in its repurchase facilities, a key funding source that represented 50.5% of reported debt outstanding of $17.7 billion at March 31, 2022, but has reduced its funding exposure to such facilities by permanently financing loan portfolios through issuance of CLO's and securitizations. About $3.2 billion (13%) of Starwood's $25.3 billion total on- and off-balance sheet funding is exposed to market-based margin calls, a lower proportion than many peers. However, Starwood's funding, though diverse, requires a pledge of most of its valuable earnings assets, which Moody's believes limits unencumbered assets as a secondary source of liquidity. Moody's views this as a key constraint on the company's credit profile. Starwood has maintained a solid capital cushion as the composition of its earning assets has evolved, but leverage could moderately rise. The company reported that its adjusted on-balance sheet debt-to-equity ratio measured 2.1x at March 31, 2022 and 3.7x including non-recourse CLO, securitization and A-note financing, compared to 2.3x and 3.7x, respectively, one year earlier. Over the next 12-18 months, Moody's expects that leverage could increase as the firm uses debt funding to grow its investments, but will remain consistent with the assigned Ba2 rating. Starwood's outlook is stable, based on the resilience of the company's asset performance and strong liability and liquidity management over the past year, which Moody's expects positions the company well to generate improving operating results even as uncertainties regarding asset performance linger in certain property sectors and regions. Moody's Ba2 rating of Starwood Property Mortgage, LLC's senior secured term loan B is one notch lower than indicated by Moody's Loss-Given-Default (LGD) model. This reflects the term loans' illiquid, albeit nominally sizeable, collateral base, which is comprised mainly of equity interests in asset-holding subsidiaries, the creditors of which have higher priority, senior secured claims on the subsidiaries' loans and other earning assets. The Ba3 rating assigned to Starwood's senior unsecured debt reflects its effectively subordinated, lower priority of claim on Starwood's earning assets compared to secured lenders. A material increase in recourse secured indebtedness would put downward pressure on Starwood's Ba3 long-term senior unsecured rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Starwood's ratings if the company: 1) further diversifies its funding sources to include additional senior unsecured debt and lower reliance on market-sensitive repurchase facilities; 2) maintains strong, stable profitability and low credit losses; and 3) maintains a ratio of Moody's adjusted debt to adjusted tangible equity of not more than 3.0x. Starwood's ratings could be downgraded if the company: 1) increases exposure to volatile funding sources or otherwise encounters material liquidity challenges, 2) increases its Moody's adjusted debt to adjusted tangible equity leverage to more than 4.5x, 3) rapidly accelerates growth, or 4) suffers a sustained decline in profitability. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. STEELCASE INC: Moody's Assigns 'Ba1' CFR, Outlook Negative ---------------------------------------------------------- Moody's Investors Service downgraded Steelcase Inc.'s senior unsecured notes rating to Ba2 from Baa3. Concurrently, Moody's assigned Steelcase a Ba1 Corporate Family Rating, a Ba1-PD Probability of Default rating and a SGL-2 Speculative Grade Liquidity (SGL) rating. The rating outlook is negative. The rating actions conclude the review for downgrade initiated on January 28, 2022. The downgrade and negative outlook reflect the company's continued weak operating performance as the timing and depth of the recovery in the office market remains uncertain due to delayed office openings prompted by the pandemic and concerns that hybrid work from home arrangements may have a more lasting negative impact on corporate investment in office space. Additionally, inflationary headwinds in commodity prices encountered in late 2021 and into 2022 are creating downside pressure on operating margins and free cash flow and, in Moody's view, makes it highly unlikely that the company will return to pre-pandemic earnings levels over the next few years. Although Steelcase is on the path of a slow recovery from the onset of the pandemic, Moody's believes that there is a diminished ability for the company to improve its credit metrics and restore free cash flow commensurate with an investment grade profile over the next year. Additionally, Moody's believes that the company's governance practices to increase the dividend and repurchase shares at a time when operating performance remains weak and free cash flows are negative represents an aggressive financial policy that is not reflective of an investment grade credit profile. Moody's expects that the office space market will remain under pressure as the level of investment by employers in the office space will be curtailed by a slow return to the office by employees and inflationary pressures as employers delay office remodels and potentially reduce office space in the new environment. The level of return to the office on a more permanent basis remains uncertain and employers may opt to reduce office space once their leases expire. On average, Moody's expects low double digit decline in the office space footprint over the longer term as lease considerations expire, though this footprint reduction will be market specific. The increasing acceptance of hybrid work also weighs negatively on the office furniture sector and could bring secular changes. Specifically, the level and timing for the office market to recover to pre-pandemic levels will depend on the impact of the shift to hybrid work schedules and the potential disruptions from future coronavirus mitigation efforts. According to Moody's estimates, Steelcase's operating performance over the next 12 to 18 months will remain weak compared to 2019 levels. Moody's estimates that Steelcase's businesses will exhibit modest improvement over the next 12-18 months but not to levels seen prior to the onset of the coronavirus. Additionally, the company's financial leverage is currently high at 4.6x debt-to-EBITDA (as on February 25, 2022) and Moody's expects this level to decline only modestly to around 4.0x over the next year primarily through modest EBITDA growth. There remains much uncertainty to Moody's projections as the office market continues to evolve and markets are more recently disrupted by the Russia-Ukraine military conflict. The SGL-2 speculative grade liquidity rating reflects Steelcase's good liquidity with cash balances of approximately $201 million (as of February 2022) and full availability under the revolver of $250 million. As per the company, there is also $168 million of liquidity available through a cash surrender value under its life insurance investments. There are no near term maturities as the revolving facility (unrated) expires in 2025 and the senior unsecured notes mature in 2029. This precludes any acquisitions or share repurchases that may result in a weaker cash position at a time when the company continues to yield weak operating profits and negative cash flow as seen over the past year. Assignments: Issuer: Steelcase Inc. Corporate Family Rating, Assigned Ba1 Probability of Default Rating, Assigned Ba1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Downgrades: Issuer: Steelcase Inc. Senior Unsecured Notes, Downgraded to Ba2 (LGD5) from Baa3 Outlook Actions: Issuer: Steelcase Inc. Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE The Ba1 CFR reflects Steelcase's leading market share and strong brands in office furniture, good end market diversification, and good geographic reach in the U.S., Europe, and Asia. Offices will remain an important contributor to workplace culture and collaboration. However, secular shifts toward higher remote work and less office space demand brought about by the pandemic create significant uncertainty regarding the level of recurring demand for office furniture. Acquisition event risk is heightened amid a shifting demand landscape. Steelcase's susceptibility to revenue cyclicality in economic downturns as well as its moderate size also constrain the credit profile. The ratings reflect that the company's operating strategies including continued cost discipline and product price increases to mitigate inflation should lead to a modest EBITDA recovery in FY 2023. The company's good liquidity including absence of near-term maturities also provide flexibility to execute its growth and margin improvement strategies. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Governance considerations, specifically increased risk from financial strategy and risk management, was a key consideration to this rating action. Steelcase maintains high leverage, though partially mitigated by a long-dated maturity profile and somewhat good cash balances. Board structure and policies have highly negative credit risks with two classes of shares and significant family influence with roughly 74% of the voting rights held by members of the founding families. Moody's views the willingness to increase dividends and share repurchases despite weak operating performance as more aggressive and shareholder focused. Social considerations include high risk from demographic and societal trends. These trends are highly negative and reflect the mature nature of the office sector and Moody's expectation for permanent declines in office usage due to increased hybrid and flexible work arrangements that were accelerated by the pandemic. Although the office remains important, the level of future investment by corporations amid a re-evaluation of office space needs in the aftermath of the pandemic create risk of permanent structural changes that could prolong the timing and weaken the level of the recovery in the office products market. The coronavirus outbreak and the government measures put in place to contain it continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, continuation will be closely tied to containment of the virus. As a result, there is uncertainty around Moody's forecasts. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The office furniture market is one of the sectors most meaningfully affected by the coronavirus. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects the uncertainty that persists in Steelcase's business due to increasing hybrid working arrangements compounded by current inflationary pressure, not only felt by Steelcase, but also their customers who might curtail office renovations. There is risk that Steelcase's ratings could be further downgraded if operating performance does not materially improve over the next 12 to 18 months. The disruption that the coronavirus outbreak has caused in employees working from home and the continued uncertainty of what will happen once office leases expire will continue to bring uncertainty to Steelcase's business and its ability to recover from this downturn in a timely manner. The ratings could be upgraded if there is stability and sustained growth visibility in the office market sector and Steelcase successfully navigates through the secular changes while increasing scale. Steelcase would also need to significantly improve its operating performance including generating higher operating margins, strong and consistent free cash flow and adhere to a conservative financial policy. The ratings could be downgraded if operating performance or credit metrics do not improve over the next 12 to 18 months. Additionally, a downgrade could occur if free cash flow remains low or negative, liquidity deteriorates, or the company distributes meaningful cash to shareholders or pursues debt-financed acquisitions. Debt to EBITDA maintained above 3.25x could also lead to a downgrade. The principal methodology used in these ratings was Consumer Durables published in September 2021. Headquartered in Grand Rapids, Michigan, Steelcase is a designer, manufacturer, and marketer of office furniture systems, storage products, desks, benches, tables and seating products, primarily in North America and Europe. The company sells through various channels including independent dealers, company-owned dealers and directly to the corporate, government, healthcare, education, and retail customer end markets. The company is publicly traded with roughly 74% of the voting rights held by members of the founding families. Revenues are approximately $2.8 billion as of LTM February 25, 2022. STOHO ENTERPRISES: Wins Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized STOHO Enterprises, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor requires the use of the cash collateral for the maintenance and preservation of its assets, and for the operation of its business and the payment of business expenses in the ordinary course. As previously reported by the Troubled Company Reporter, prior to the Petition Date, the Debtor obtained a loan having a face value of $200,000 from Robert K. Stoeppelmann and Sharon L. Stoeppelmann, husband and wife. That loan has been assigned to Ty Albisu and Linda Albisu, husband and wife, (Motel Lender). Nejatollah Neissani and Lida Masachi, Trustees of the 2003 Nejatollah Neissani & Lida Masachi Revocable Trust, may assert that the Debtor is indebted to it for $161,200, which is secured by a first priority deed of trust encumbering residential rental property located at 6435 Madden Way, Los Angeles, California. The Court found that the Motel Lender does not have a current interest in cash collateral because the Motel is not presently operating and generating revenue. The Trust is found to be adequately protected for the purposes of 11 U.S.C. sections 361 and 363 because an equity cushion exists in that the value of the collateral securing the obligations to the Trust exceeds the amounts of those obligations. A copy of the order is available at https://bit.ly/39zNK6X from PacerMonitor.com. About Stoho Enterprises, Inc. Stoho Enterprises, Inc. is the fee simple owner of five real properties located in McDermitt, Nevada and Los Angeles, California, having an aggregate value of $1.64 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-50151) on March 24, 2022. In the petition signed by Illysa I. Fogel, president, the Debtor disclosed $4,711,505 in assets and $433,015 in liabilities. Elizabeth Fletcher, Esq., at Fletcher and Lee, Ltd. is the Debtor's counsel. STONEWAY CAPITAL: Chapter 11 Plan Confirmation Delayed ------------------------------------------------------ Vince Sullivan of Law360 reports that a decision on confirmation of the Chapter 11 plan of Argentine power plant owner Stoneway Capital Corp. will have to wait after a New York judge said he needs time to consider the implications of a recent district court ruling concerning third-party releases in the bankruptcy case of Purdue Pharma LP. During a telephone hearing Thursday, May 5, 2022, U.S. Bankruptcy Judge James L. Garrity said he is prepared to confirm the proposed plan, but that third-party releases of claims against nondebtors implicated a December ruling from a New York district court judge in Purdue's case that found such releases to be disallowed. About Stoneway Capital Corp. Stoneway Capital Corporation is a limited corporation incorporated in New Brunswick, Canada, formed for the purpose of owning and operating, through its Argentine subsidiaries, power generation projects that will provide electricity to the wholesale electricity markets in Argentina. The Argentine subsidiaries operate four power-generating plants in Argentina that provide electricity to the wholesale electricity market in Argentina. Stoneway is 100% owned by GRM Energy Investment Limited. On Oct. 8, 2020, Stoneway commenced proceedings under the Canada Business Corporations Act (the "CBCA"). The Debtors were well on the way toward closing the consensual restructuring when on Dec. 4, 2020, the Argentine Supreme Court issued a decision in a noise discharge dispute involving one of the Generation Facilities located in Pilar, Argentina. The Argentine Supreme Court decision created significant uncertainty as it overturned a ruling by the federal appeals court in San Martin, Buenos Aires. As a result of the looming expiration of a informal standstill arrangement, the Debtors commenced chapter 11 cases in the U.S. to put the automatic stay in place, maintain the status quo pending resolution of the various issues in Argentina, and ensure that neither the Indenture Trustee nor the Argentine Trustee takes any action that could be detrimental or value destructive to the Company. Stoneway Capital Ltd. and five related entities, including Stoneway Capital Corp., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-10646) on April 7, 2021. Stoneway estimated liabilities of $1 billion to $10 billion and assets of $500 million to $1 billion. Judge James L. Garrity, Jr. oversees the cases. The Debtors tapped Shearman & Sterling LLP as bankruptcy counsel, Bennett Jones LLP as Canadian counsel, Lazard Freres & Co. LLC as investment banker, and RSM Canada LLP as tax services provider. Prime Clerk, LLC is the claims agent and administrative advisor. On Feb. 10, 2022, the Debtors filed their proposed joint Chapter 11 plan and disclosure statement with the court. SUMMER AVENUE: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- Summer Avenue LLC filed for chapter 11 protection in the District of Massachusetts. According to court filings, Summer Avenue estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured Creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for June 1, 2022 at 3:00 p.m. About Summer Ave. LLC Summer Avenue LLC is a real estate company in Massachusetts. Summer Ave LLC sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 22-30140) on April 28, 2022. In the petition filed by Louis Masaschi, as manager, Summer Avenue LLC estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Louis S. Robin, of the Law Offices of Louis S. Robin, is the Debtor's counsel. SUNGARD AS: Sussman & Moore Represents Utility Companies -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Sussman & Moore, LLP, submitted a verified statement to disclose that it is representing the utility companies in the Chapter 11 cases of Sungard AS New Holdings, LLC, et al. The names and addresses of the Utilities represented by the Firm are: a. Arizona Public Service Company Attn: Gisel Morales 2043 W. Cheryl Dr., Bldg. M Mail Station 3209 Phoenix, Arizona 85021-1915 b. Georgia Power Company Attn: Daundra Fletcher 2500 Patrick Henry Parkway McDonough, GA 30253 c. Massachusetts Electric Company Attn: Vicki Piazza, D-1 National Grid 300 Erie Boulevard West Syracuse, NY 13202 d. Public Service Electric and Gas Company Attn: Alexandra Grant Assistant Counsel ???????? Litigation 80 Park Plaza, T5D Newark, New Jersey 07102 e. Sacramento Municipal Utilities District Attn: Randall J. Hakes, Esq. 6301 S Street, Mailstop A311 Sacramento, California 95817 The nature and the amount of claims of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: Massachusetts Electric Company, Public Service Electric and Gas Company and Sacramento Municipal Utilities District. b. Arizona Public Service Company and Georgia Power Company held prepetition deposits that secured prepetition debt. c. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the Motion and Memorandum of Certain Utility Companies to Vacate, and/or Reconsider, and/or Modify Order (I) Approving Debtors' Proposed Form of Adequate Assurance of Payment for Future Utility Services, (II) Approving Adequate Assurance Procedures, (III) Prohibiting Utility Providers from Altering, Refusing or Discontinuing Service, and (IV) Granting Related Relief (Docket No. 131) filed in the above-captioned, jointly-administered, bankruptcy cases. Sussman & Moore, LLP was retained to represent the foregoing Utilities in April 2022. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Weldon L. Moore, III, Esq. Sussman & Moore, LLP 2911 Turtle Creek Blvd., Ste. 1100 Dallas, TX 75219 Tel: (214) 378-8270 Fax: (214) 378-8290 E-mail: wmoore@csmlaw.net A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3KSDR0T About Sungard AS New Holdings Sungard Availability Services is Wayne, Pa.-based information-technology services provider owned by Angelo Gordon, Blackstone Credit, FS/KKR Advisor LLC and Carlyle Group Inc. Sungard provides disaster recovery services, colocation and network services, cloud and managed services and workplace recovery to customers in North America, Europe and Asia. The company and its affiliates filed for Chapter 11 protection twice in three years Sungard filed for Chapter 11 bankruptcy in 2019 with a prepackaged plan that was approved by a New York bankruptcy court one day after it was filed. Sungard AS New Holdings, LLC and affiliates, including Sungard Availability Services, LP, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-90018) on April 11, 2022. Judge David R. Jones oversees the case. In the petition signed by Michael K. Robinson, CEO and president, Sungard AS disclosed up to $1 billion in both assets and liabilities. Sungard Availability Services (UK) Limited, an indirect subsidiary of Holdings, entered into administration in the UK on March 25, 2022. Meanwhile, Sungard Canada filed an application for recognition in Canada under the Companies Creditors' Arrangement Act of its Chapter 11 case. Akin Gump Strauss Hauer & Feld LLP and Jackson Walker serve as legal counsel to the Debtors. Cassels Brock & Blackwell LLP, serves as their Canadian legal counsel. DH Capital, LLC and Houlihan Lokey, Inc., act as investment bankers. FTI Consulting, Inc. serves as financial and restructuring advisor. Alvarez & Marsal Canada Inc., serves as Canadian court-appointed information officer and is represented by Bennett Jones, LLP as counsel in connection with the Canadian proceedings. Kroll Restructuring Administration, LLC serves as notice and claims agent. Proskauer Rose, LLP and Gray Reed & McGraw, LLP serve as counsel to Acquiom Agency Services LLC, the Term Loan DIP agent, and Term Loan DIP lenders. PNC Bank, National Association, serves as administrative agent and collateral agent, under the DIP ABL facility. PNC is represented by Thompson Coburn Hahn & Hessen LLP as counsel. T-MOBILE US: S&P Places 'BB+' ICR on CreditWatch Positive --------------------------------------------------------- S&P Global Ratings placed its 'BB+' issuer-credit rating and senior unsecured debt rating on U.S.-based wireless service provider T-Mobile US Inc., and the Sprint senior unsecured debt rating on CreditWatch with positive implications. The 'BBB-' rating on the company's secured debt is not on CreditWatch as S&P expects the security to fall away if it raises the ratings to investment grade, which would make this debt pari passu with the existing T-Mobile unsecured debt. S&P plans to resolve the CreditWatch placement after the company reports 2022 second-quarter earnings results. S&P believes an upgrade, if any, is likely limited to one notch. Strong operating and financial performance, coupled with merger synergies, should enable T-Mobile to maintain S&P Global Ratings-adjusted leverage below 4x in 2022, approaching the mid-3x area in 2023. During the first quarter of 2022, T-Mobile added about 589,000 postpaid phone customers while maintaining churn below 1%, despite elevated levels of churn from legacy Sprint customers. While postpaid phone net adds were lower than that of AT&T, which has been very aggressive with handset promotions, T-Mobile's service revenue and EBITDA increased 7% and 10%, respectively, year-over-year, outpacing the industry. T-Mobile's adjusted debt to EBITDA was about 3.7x at year-end 2021, below our 3.75x upgrade threshold. While S&P expects healthy top-line performance and synergies will drive solid earnings growth and free operating cash flow generation, the following factors could constrain leverage reduction in 2022: -- T-Mobile's new master lease agreement with Crown Castle International Inc. will increase its operating lease obligation, which S&P includes in its adjusted leverage calculation. -- The company spent about $2.9 billion in Auction 110 and S&P believes is likely to be an aggressive bidder in Auction 108, which consists of licenses in the 2.5 GHz band spectrum that T-Mobile currently owns. -- Merger costs of $4.5 billion-$5 billion in 2022, which S&P includes in its adjusted EBITDA calculation, and will largely offset synergy realization. S&P expects leverage could decline to the mid-3x area in 2023 as synergies ramp and merger costs wind down, partially offset by share repurchases as the company plans to buy back up to $60 billion of stock in 2023-2025. A material acceleration of its planned share repurchases into 2022 could also keep leverage elevated and delay a potential upgrade. S&P said, "T-Mobile has made good progress with the integration of Sprint and we believe that risk has abated. Since the close of the Sprint acquisition in April 2020, T-Mobile has executed well on the integration. The company raised its guidance for merger synergies to $5.2 billion-$5.4 billion in 2022 and expects to achieve its targeted run-rate cost savings of $7.5 billion by 2024. Furthermore, T-Mobile has transitioned all of the Sprint customer traffic to its network and Sprint's subscriber base will have transitioned to the T-Mobile network by mid-2022 (although the company is still moving legacy Sprint customers to the full value proposition that T-Mobile offers its subscribers). As such, we expect postpaid churn and net adds will improve in the second half of 2022. Still, the company is embarking on a billing system migration and decommissioning of 35,000 tower sites, which could prove disruptive if not executed well. "As part of our review, we could consider loosening our upgrade threshold to 4x from 3.75x based on an improved view of T-Mobile's business prospects. As T-Mobile continues to reduce risk associated with the integration of the Sprint assets, we believe this would support a more favorable view of its business, closer to that of Verizon Communications Inc. and AT&T Inc. T-Mobile's size and scale are still smaller than those of its peers and it lacks ownership of fiber for wireless backhaul, which contributes to a weaker margin profile. Additionally, the company operates in a mature industry with aggressive competition from its two largest competitors as well as cable providers Comcast Corp. and Charter Communications Inc. T-Mobile's postpaid market share is comparable with AT&T's but it still lags Verizon, which has about 40% of the postpaid market. However, T-Mobile has a strong mid-band spectrum position, which we view as a strategic advantage for 5G network deployments, and it has a head start in deploying this spectrum, which gives it a significant competitive advantage to take market share in the high-margin postpaid segment longer term. "We plan to resolve the CreditWatch after the company reports 2022 second-quarter results when we can better evaluate progress on the integration, including some disclosure on the billing systems migration and the impact of site decommissions on churn. We believe an upgrade, if any, is likely limited to one notch. As part of our review, we will consider loosening our upgrade trigger from 3.75x to 4x." T.G. UNITED: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: T.G. United, Inc. A Florida Corporation 16255 Aviation Loop Drive Brooksville, FL 34604 Business Description: The Debtor is engaged in the manufacturing of pharmaceutical and medicine products. Chapter 11 Petition Date: May 5, 2022 Court: United States Bankruptcy Court Middle District of Florida Case No.: 22-01831 Debtor's Counsel: Steven E. Wallace, Esq. WARD DAMON PL 4420 Beacon Circle West Palm Beach, FL 33407 Tel: (561) 842-3000 Email: swallace@warddamon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew Wittman II, CEO. A copy of the Debtor's list of 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CXFUZGQ/TG_United_Inc_A_Florida_Corporation__flmbke-22-01831__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CLCSKKA/TG_United_Inc_A_Florida_Corporation__flmbke-22-01831__0001.0.pdf?mcid=tGE4TAMA TAVERN ON LAGRANGE: Wins Cash Collateral Access Thru May 12 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Tavern on Lagrange Corp. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through May 12, 2022. The Debtor and its creditors Fox Capital Group, Inc., Swift Financial, LLC as Servicing Agent for WebBank, and Kapitus Servicing, Inc, as agent of Kapitus LLC, agreed that Fox claims an interest in the cash collateral on account of a prepetition security interest that the Debtor granted. In addition, Fox has a prepetition judgment against the Debtor and also claims a secured interest in the Debtor's cash collateral by virtue of a U.C.C. filing on February 17, 2021. Swift claims an interest in the cash collateral on account of a prepetition security interest that the Debtor granted. Swift also claims an interest in the Debtor's cash collateral by virtue of a U.C.C. filing on June 28, 2018. Kapitus claims an interest in the cash collateral resulting from a perfected, unavoidable lien on, and in, prepetition collateral, and asserts the Debtor owes Kapitus at least $75,249 as of the petition date, as detailed in the Kapitus proof of claim filed in the case. The Debtor is permitted to use cash collateral to pay its employees, except that no payments may be made to any insider, or any relative of any insider, or to Gregory Perkins, or to Tiffany Perkins. No person may be paid any amount in excess of the statutory priority amount in 11 U.S.C. section 507(a)(4). Any payments to insiders (including Antonio Barnes and Tiffany Perkins) during the period April 29 to May 5 must be reversed or returned to the estate, and documentation showing as much must be provided to the United States Trustee and the Subchapter V Trustee by 12:00 p.m. on May 11, 2022. The Debtor is prohibited from using cash collateral to pay pre-petition expenses. As adequate protection, Fox, Swift, and Kapitus are granted replacement liens, attaching to their collateral, but only to the extent of their prepetition liens and only to the extent of priority on the petition date, and each is granted a valid, perfected lien upon, and security interest in, to the extent and in the order of priority of any valid prepetition lien. A further hearing on the matter is scheduled for May 9 at 10 a.m. About Tavern on Lagrange Corp. Tavern on Lagrange Corp. is a privately held company that operates an upscale bistro at 5403 South La Grange Road, Countryside, IL 60525. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-04773) on April 26, 2022. In the petition signed by Estevein G. Perkins, as manager and designated corporate representative, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Benjamin A. Goldgar oversees the case. J. Kevin Benjamin, Esq., at Benjamin Legal Services is the Debtor's counsel. TG INTEGRATION: Court OKs Deal on Cash Collateral Access -------------------------------------------------------- TG Turnkey, LLC et al, Bank of America, N.A., and Ultimate Gaging System, Inc. advised the U.S. Bankruptcy Court for the Western District of Michigan that they have reached an agreement regarding the Debtor's use of cash collateral on a final basis and now desire to memorialize the terms of this agreement into an agreed order. The parties agree that the Interim Order dated March 30, 2022 will become the Final Order. However, Paragraph C.xii in the previous Order is amended in its entirety and incorporated into the Final Order to state: "As adequate protection of BOA's interests under sections 361, 362, 363(e) and 364(c) and (d) of the Bankruptcy Code and to secure the payment of the Indebtedness (Indebtedness is defined as "debt owed by the DIP to BOA, including but not limited to, money owed pursuant to contract, claim, security agreement, promissory note or mortgage including cross collateralized debt."), BOA is hereby granted a first priority security interest and replacement lien upon the following property of the DIP: a) all assets of the DIP, subject to the secured lien of Ultimate Gaging Systems, Inc., if any." All other terms and conditions of the Interim Order are incorporated into, and will become, the Final Order. The hearing set for May 4, 2022 was cancelled. A copy of the stipulation is available at https://bit.ly/3saGVPE from PacerMonitor.com. A copy of the order is available at https://bit.ly/3FwEpc5 from PacerMonitor.com. About TG Integration, LLC TG Integration, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. W.D. Mich. Case No. 22-00615-jtg) on March 27, 2022. In the petition signed by Kevin Kyle, president, the Debtor disclosed up to $1 million in assets and up to $500,000 in liabilities. Judge John T. Gregg oversees the case. A. Todd Almassian, Esq., at Keller & Almassian, PLC is the Debtor's counsel. TIMOTHY WAYNE LAQUAY: Sells Port O'Connor Property for $1.15 Mil. ----------------------------------------------------------------- Timothy Wayne LaQuay and Linda Fisher LaQuay of the U.S. Bankruptcy Court for the Southern District of Texas to authorize them to sell the real property located at 2229 Maple St., in Port O'Connor, Texas, to Texas Meek Ranches, Ltd. (and/or assigns) for the sum of $1.15 million. Objections, if any, must be filed within 21 days from the date of service. The Debtors own various pieces of real property, including the Port O'Connor Property. In order to generate funds crucial to the reorganization of their business, the Debtors determined prepetition to engage Broker Russell Cain Real Estate to market and sell certain pieces of real property. On Dec. 20, 2021, the Debtors filed their Motion to (i) Employ Real Estate Broker and (ii) Sell Real Property Located at 2229 Maple St., Port O'Connor, Texas seeking authority to employ the Broker and sell the Port O'Connor Property ("Original Sale Motion"). On Jan. 14, 2022, the Court approved the Original Sale Motion ("Original Sale Order"). Due to a failure by the title company to transmit certain documents to the original purchaser, the sale of the Port O'Connor Property authorized by the Original Sale Order fell through. The Debtors now seek authority to sell the Port O???Connor Property to a new purchaser at a higher price. On Jan. 3, 2022, the Debtors filed their Motion for Authority to Use Cash Collateral Pursuant to Section 363(c). On Jan. 28, 2022, the Court entered its Agreed Order Authorizing the Use of Cash Collateral. Pursuant to the terms of the Cash Collateral Order, the LaQuays do not dispute that PlainsCapital Bank has perfected, valid, undisputed, and unavoidable liens arising from the Secured Obligations (as that term is defined in the Cash Collateral Order) that have attached to, among other things, the Port O'Connor Property, pursuant to the Deeds of Trust. The Debtors, through the Broker, received an offer to purchase the Port O'Connor Property for $1.15 million from the Buyer. After conferring with the Broker, the Debtors accepted the offer, subject to the Court's approval and entry of an order authorizing the sale. The Debtors have a sound business justification for selling the Port O'Connor Property under the terms outlined. They conferred with the Broker regarding the offer and the value of the Port O'Connor Property. The Broker has advised the Debtors that the offer is fair and reasonable. Moreover, selling the Port O'Connor Property now will bring crucially needed cash into the estate and avoid a prolonged marketing period and any costs associated with maintenance. The Port O'Connor property is encumbered by a lien held by PlainsCapital Bank that exceeds the Sale Price. The Debtors satisfy section 363(f) of the Bankruptcy Code because PlainsCapital Bank consents to the sale of the property. The Debtors are not aware of any other party asserting a lien on the Port O'Connor Property. To the extent any such lien exists, the Debtors submits that any such lien, claim, or encumbrance will attach to the proceeds of the sale. Accordingly, they request authority to sell the Port O'Connor Property free and clear of all liens, claims, and encumbrances, with such liens, claims, and encumbrances attaching to the proceeds of the sale. The Debtors seek emergency relief in order to quickly generate funds that are crucially needed to assist in the reorganization of the Debtors. Finally, the Debtors respectfully requests that the Court waives the 14-day stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of the relief sought herein justifies immediate relief. A copy of the Sale Contract is available at https://tinyurl.com/2h7k3hp2 from PacerMonitor.com free of charge. Timothy Wayne LaQuay and Linda Fisher LaQuay sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 21-60087) on Nov. 2, 2021 at Boniface Brittany, Esq., as counsel. TON REAL ESTATE: Mall Buyer Ordered to Return Rent Payments, Keys ----------------------------------------------------------------- Alex Brown of Inside Indiana Business reports that an Elkhart County judge has ordered the Chicago-based real estate investors who purchased Concord Mall in Elkhart return the keys to the mall to a court-appointed receiver. The Elkhart Truth reports the owners of Ton Real Estate Investments X LLC could face additional sanctions. The Friday, April 29, 2022, order from Judge Teresa Cataldo came shortly after a bankruptcy court judge in South Bend dismissed a Chapter 11 bankruptcy filing by Ton Real Estate. Ton Real Estate acquired the mall from Concord Mall Properties LLC in February 2020. However, Cataldo last July declared the company in default for not paying the nearly $7 million price tag. Additionally, South Bend-based Bradley Co. LLC was appointed as receiver for the property to manage the mall site. Cataldo???s order last week called for Ton Real Estate to hand over the keys to the mall to Bradley immediatey. The judge also gave Ton Real Estate 28 days to fulfill a previous order to hand over $60,000 it collected from tenants last year, according to the publication. If the money is not handed over, Ton Real Estate owners Daniel Olswang and John Thomas could face financial sanctions and possible jail time. The Truth reports Olswang attended last Friday's, April 29, 2022, hearing and said he did not know where the $60,000 had gone. However, he said the company would be able to pay it back within a month. About Ton Real Estate Investments X LLC Ton Real Estate Investments X, LLC is an Illinois limited liability company in the business of leasing, and running a retail mall located at 3701 S. Mail St., Elkhart, Ind. Ton Real Estate Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 22-30056) on Jan. 25, 2022. In the petition signed by John Thomas, manager, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Paul E. Singleton oversees the case. Christopher A. Hansen, Esq., at the Law Offices of Chris Hansen and Endeavor Property Services, Inc. serve as the Debtor's legal counsel and property manager, respectively. Concord Mall Properties, LLC, as lender, is represented by: Annette England, Esq. Barnes and Thornburg LLP 11 South Meridian Street Indianapolis IND 46204 Tel: (317) 231-6460 Fax: (317) 231-7433 Email: aengland@btlaw.com TRANQUILITY GROUP: Selling Branson Cedars Resort for $6 Million --------------------------------------------------------------- Tranquility Group, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Western District of Missouri to authorize the sale of the property known as Branson Cedars Resort, located in Ridgedale, Missouri, to James and Linda McKissack for $6 million. Objections, if any, must be filed within 21 days from the date of filing the Motion. The Debtor is a Missouri limited partnership that was organized in 2009 for the purpose of investing and developing real estate projects. On Oct. 21, 2010, Tranquility purchased the Resort from Guaranty Bank. The purchase was for approximately 85 acres consisting of the Resort Lodge, a golf course, ten bungalows, two tree houses, and five log cabins. To finance the purchase of the Resort Property from Guaranty Bank, Tranquility obtained a $1,995,000 loan from Guaranty Bank, as well as a separate line of credit with Guaranty Bank that the Debtor could use to pay for the estimated $1.1 million cost to repair and rehab the property as well as carrying costs to bring it to a marketable condition. Those costs included but were not limited to repairing the wastewater system, the wells, the old pool, the entrances, the grounds, the roads, the office building, and activities center. The line of credit is secured by the real property and the securities held by the Charles D. O'Kieffe III Trust. In addition to funds included in the line of credit (LOC) to be utilized for the improvement of the Resort Property, Guaranty Bank added onto the LOC a $1.8 million balance due under an unrelated loan involving Charles O????????Kieffe and his sister and brother-in-law, Bob and Karen Woolard. That specific loan had gone into default and Charles O'Kieffe cured the Woolards' $1.8 million portion of the debt, by adding the $1.8 million onto the balance of the LOC. The combination of the $1,995,000 real property loans, as well as the $2.9 million LOC (whose initial balance consisted of the $1.8 million Woolard Loan payoff plus the $1.1 million to repair and rehab the resort), resulted in cumulative debt owed by the Debtor to Guaranty Bank of $4,895,000 when the Debtor closed the purchase of the Resort Property. The collateral securing the approximately $1,995,000 real estate loans (13 loans), and the $2.9 million LOC consisted of approximately $1,995,000.00 in real property (the purchase price of the Resort Property) and $7.2 million in securities held by the Charles D. O'Kieffe III Trust, and O'Kieffe Family Partners, LP. When the Debtor acquired the Resort property there were two parcels that Guaranty Bank had available for sale, one of which was Branson Cedars Resort which included the golf course, all of the buildings, roads and common areas as detailed, while the other was a property owned by Guaranty Bank consisting of an undeveloped 48 acres of land that was contiguous to the Branson Cedars Resort ("Highway 86 Land"). When the Debtor acquired the Resort Property, it signed an option to buy the contiguous 48-acre property from Guaranty Bank. In 2012, the Debtor exercised its option to acquire the Highway 86 Land abutting the Resort Property for a purchase price of $748,000 by utilizing the LOC for the purchase of the 48 acres. That acquisition of the Highway 86 Land increased the total outstanding loan balance due Guaranty Bank to $5,643,000. Under both loans, interest only payments were paid for in their entirety out of the initial $1.1 million designated in the LOC to repair and rehab and pay carrying costs of the resort until it was up and running. The Debtor drew down in its entirety the $1.1 million in the LOC within the first two years through its refurbishing of the property and through paying the day-to-day operating expenses, insurance, property taxes, payroll, etc. By the end of 2014, the balance on the LOC had increased to $4,472,000 and the annual payments on both the LOC in the land loan were $284,520 and $219,440, respectively. After closing on the Resort on Oct. 21, 2010, for the next six months into 2011, the Debtor renovated the Resort as it had been in disrepair for quite a few years. In order to service the debt on the outstanding loans with Guaranty Bank and not increase the debt on the LOC, Tranquility entered into contracts to sell 12 of its lots at a value of $37,500 per lot for a total of $450,000. In August of 2020, Taney County instituted what the Debtor determined to be new requirements for plat map approval including multiple requirements for road improvements and bonds, the result of which was a significant delay in getting the 12 lots platted and sold. In September of 2020, Tranquility had met all of the conditions for approval of the lots with Taney County. On Dec. 21, 2020, after closing of the 12 lots, Guaranty Bank sent a series of default letters stating that effective Dec. 18, 2020 all of the Tranquility loans were in default and were due and payable within 10 days. As a result of the defaults declared by Guaranty Bank, Tranquility, BCR Partners, LLP and the O'Kieffe Family Partners, LP were forced to seek relief under Chapter 11 of the Bankruptcy Code. The Debtor has received an offer from James and Linda McKissack to purchase the property for $6 million, in cash to be paid at closing, the assumption of finance or lease agreement with Kubota Credit Corp. and DLL Financial Solutions, and McKissack's authorized waiver, release, and discharge of an unpaid pre-bankruptcy loan to the Debtor with a balance of approximately $115,609 with a $100,000 earnest money deposit being made. The closing date for the sale of the property is to be determined in accordance with the terms of the Commercial Real Estate Sale Agreement and Order of the Court. The Debtor believes that the sale price is fair and reasonable and in the best interest of all parties to accept. It believes McKissack has the capacity to consummate the sale. From the sale proceeds, the Debtor proposes to pay the costs of the sale, including reasonable attorneys' fees, United States Trustee fees, and taxes. In addition, the Debtor proposes to pay all creditors that have an undisputed security interest in the property, in order of priority, as of the date of closing. The Debtor estimates that after payment of the cost of sale, satisfaction of undisputed secured claims, approximately $800,000 in net proceeds will be realized from the sale which will be available to pay all allowed claims of unsecured creditors in full. For this reason, the sale is in the best interest of the Debtor, the estate, creditors, and other parties in interest and should be approved. The sale of the property is being made free and clear of any interest. The Debtor asks that the Court enters an Order (i) authorizing the waiver of the 10-day stay of the order approving the sale pursuant to FRBP 6004(h); (ii) requiring the Debtor to file a final report of sale with the Court in accordance with FRBP 6004(f); and (iii) granting such other and further relief as the Court deems just and proper. A copy of the Agreement is available at https://tinyurl.com/ycky3b2k from PacerMonitor.com free of charge. About Tranquility Group Tranquility Group, LLC is a Ridgedale, Mo.-based company that owns a vacation destination offering tree houses, log cabins, and bungalows. Tranquility Group filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-60120) on Feb. 26, 2021. Michael R. Hyams, chief operating officer and partner, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Cynthia A. Norton oversees the case. The Debtor tapped Berman, DeLeve, Kuchan & Chapman, LLC as bankruptcy counsel; G & H Tax & Accounting as accountant; and Judson Poppen, Esq., a practicing attorney in Springfield, Mo., as special counsel. TRANSED PARTNERS: DBRS Cuts Issuer Rating to BB(high) on A Bonds ---------------------------------------------------------------- DBRS Limited downgraded the Issuer Rating and the rating on the Series A Bonds of TransEd Partners General Partnership (ProjectCo) to BB (high), while maintaining its status of Under Review with Negative Implications. At the time of DBRS Morningstar's last update on December 22, 2021, the Service Commencement date was delayed and expected to be achieved in the summer of 2022, beyond the Project Agreement (PA) Long Stop Date (the Long Stop Date Issue) of February 27, 2022. ProjectCo and the City of Edmonton (the City) were expected to decide on the extension of the PA Long Stop Date in January or February 2022. The Finance Party Long Stop Date had subsequently been extended to a date not earlier than February 27, 2022. While progress has been made in the discussions between ProjectCo and the City, no agreement has been reached so far. The long stop dates have been breached, triggering an event of default under the PA and the financing agreements. The downgrade reflects the increased risk to the project on account of the construction delays, in the absence of a satisfactory agreement between the parties. DBRS Morningstar notes that there has been no payment default by ProjectCo and that the construction is 98.7% complete (as of December 31, 2021). DBRS Morningstar's expectation remains that the parties will work together and eventually arrive at a solution and does not expect a termination of the PA. All these factors support the ratings at the current level, despite an event of default under the project and financing documents having been triggered. DBRS Morningstar also notes that under the Direct Lender Agreement, the bondholders have the right to step in and cure a default before the PA can be terminated. As indicated in the DBRS Morningstar commentary of December 22, 2021, the delay of the anticipated Service Commencement date beyond the PA Long Stop Date was primarily attributable to the Coronavirus Disease (COVID-19) pandemic, vandalism, slower-than-anticipated energization, and commissioning delays. All the light rail vehicles required have been delivered to the project site. The Lenders Technical Advisor (LTA) in its report dated January 31, 2022, indicated there were a few weeks of further delay from previous expectations, though some lost productivity could be recovered. The LTA noted that although the current schedule was robust, the ongoing external impacts of the pandemic would cause challenges in the months ahead. ProjectCo indicated that the construction progress currently is substantially in line with the anticipated Service Commencement Date. DBRS Morningstar does not expect a cash shortfall for meeting principal or interest payments on the Series A Bonds. To cover short-term interest, ProjectCo expects to use available sources of funds, which may include liquidated damages (LDs) to be paid by the Design Builder Joint Venture. DBJV. The LD cap is estimated to be reached only on October 21, 2022, beyond the currently forecast Service Commencement Date. The $200.7 million Senior Secured Term Loan Facility currently matures on June 15, 2022, and DBRS Morningstar expects ProjectCo will address this over the coming months. DBRS Morningstar continues to closely monitor the credit and the progress of discussions with the City. The ratings may be negatively affected from the current levels if the discussions with the City on the Long Stop Date Issue do not conclude satisfactorily in a reasonable timeframe. The ratings may be under greater negative pressure, with the passage of time or being closer to a payment default. The ratings may also come under further pressure on the exercise of rights by the parties which negatively impacts ProjectCo or the rated debt. The ratings may be removed from Under Review if the parties enter into a satisfactory agreement without incurring any further delays. Notes: All figures are in Canadian Dollars unless otherwise noted. TRANSOCEAN LTD: Incurs $175 Million Net Loss in First Quarter ------------------------------------------------------------- Transocean Limited filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $175 million on $586 million of contract drilling revenues for the three months ended March 31, 2022, compared to a net loss of $98 million on $653 million of contract drilling revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $20.36 billion in total assets, $1.35 billion in total current liabilities, $7.88 billion in total long-term liabilities, and $11.13 billion in total equity. Transocean stated, "We expect to use existing unrestricted cash balances, internally generated cash flows, borrowings under the Shipyard Loans or the Secured Credit Facility or proceeds from the disposal of assets, the issuance of additional debt or the issuance of shares to fulfill anticipated obligations, which may include capital expenditures, working capital and other operational requirements, scheduled debt maturities or other payments. We may consider establishing additional financing arrangements with banks or other capital providers, and subject to market conditions and other factors, we may be required to provide collateral for any such future financing arrangements. We continue to evaluate additional potential liability management transactions in connection with our ongoing efforts to prudently manage our capital structure and improve our liquidity. In each case subject to then existing market conditions and our expected liquidity needs, among other factors, we may continue to use existing unrestricted cash balances, internally generated cash flows and proceeds from asset sales to pursue liability management transactions, including among others, purchasing or exchanging one or more existing series of our debt securities in the open market, in privately negotiated transactions, through tender offers or through exchange offers. Any future purchases, exchanges or other transactions may be on the same terms or on terms that are more or less favorable to holders than the terms of any prior transaction, including the exchange transactions completed in the years ended December 31, 2021 and 2020. We can provide no assurance as to which, if any, of these alternatives, or combinations thereof, we may choose to pursue in the future, if at all, or as to the timing with respect to any future transactions. We have generated positive cash flows from operating activities over recent years and, although we cannot provide assurances, we currently expect that such cash flows will continue to be positive over the next year. Among other factors, if general economic, financial or business conditions are adversely affected by the ongoing effect of COVID-19, if the drilling market deteriorates, if we experience poor operating results, or if we incur expenses to, for example, reactivate, stack or otherwise assure the marketability of our fleet, our cash flows from operations may be reduced or negative." "Our ability and willingness to access the debt and equity markets is a function of a variety of factors, including, among others, general economic, industry or market conditions, market perceptions of us and our industry and credit rating agencies' views of our debt. General economic or market conditions could have an adverse effect on our business and financial position and on the business and financial position of our customers suppliers and lenders and could affect our ability to access the capital markets on acceptable terms or at all and our future need or ability to borrow under our Secured Credit Facility. In addition to our potential sources of funding, the effects of such global events could impact our liquidity or need to alter our allocation or sources of capital, implement further cost reduction measures and change our financial strategy. Additionally, the rating of the majority of our long-term debt, which is below investment grade, is causing us to experience increased fees and interest rates under our Secured Credit Facility and agreements governing certain of our senior notes. Future downgrades may further restrict our ability to access the debt market for sources of capital and may negatively impact the cost of such capital at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions." Management Commentary "The Transocean team continued to provide safe, reliable and efficient operations for our customers during the first quarter, resulting in approximately 98% uptime performance across our global fleet," said Chief Executive Officer, Jeremy Thigpen. "With this consistently dependable performance, our industry-leading fleet of high-specification, ultra-deepwater and harsh-environment floaters and the continued deployment of new technologies, we are well-positioned to capitalize on the ongoing recovery in the offshore drilling market." Thigpen continued: "As hydrocarbon prices remain highly supportive, we remain optimistic about Transocean's future, especially as governments worldwide recognize that oil and natural gas will, for the foreseeable future, continue to be important energy resources for security and economic growth as the world transitions to a lower carbon future." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1451505/000145150522000044/rig-20220331x10q.htm About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean reported a net loss of $591 million for the year ended Dec. 31, 2021, a net loss of $568 million for the year ended Dec. 31, 2020, and a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $20.68 billion in total assets, $1.30 billion in total current liabilities, $8.17 billion in total long-term liabilities, and $11.21 billion in total equity. * * * As reported by the TCR on July 12, 2021, S&P Global Ratings raised its issuer credit rating on Switzerland-based offshore drilling company Transocean Ltd. to 'CCC' from 'CCC-'. S&P said, "Our 'CCC' issuer credit rating reflects the potential that the company will undertake additional distressed transactions over the next year. Although Transocean has taken steps to improve its liquidity, it still has significant debt maturities and high capital spending requirements over the next two years." U.S. TOBACCO: Cityplat Buying Fuquay-Varina Property for $16.1MM ---------------------------------------------------------------- U.S. Tobacco Cooperative Inc. asks the U.S. Bankruptcy Court for the Eastern District of Norther Carolina to approve its sale of the real property located at 608 Wilbon Road and 913 Bridge Street, in Fuquay-Varina, North Carolina, to Cityplat Capital, LLC, for $16,101,000. As the Debtors have described in detail in previous pleadings, the Plan includes a comprehensive global settlement with the Lewis Class, which the parties reached following a two-day mediation session that concluded on Feb. 2, 2022. The Settlement consideration includes a commitment by the Cooperative to sell the Property, and to distribute 90% of the net sale proceeds (net of all normal and customary closing costs and any real estate taxes, and any capital gains tax attributable to any gross sale proceeds in excess of $9.4 million) as a component of the Class 5 distribution under the Plan. The sale proceeds, subject to the lien of the Bank Group, will be held in a segregated account pending approval of the Settlement and confirmation of the Plan. As the Property is a non-core asset, the Cooperative initially considered selling it early last year, and received a number of offers and expressions of interest throughout 2021. Upon reaching the Settlement, the Cooperative solicited offers from all of the parties who had previously expressed an interest in the Property, and generally "beat the bushes" in the local commercial real estate community that it would consider all serious offers. The Cooperative received five "highest and best" offers in total, the highest of which was submitted by the Purchaser in the amount of $16,101,000. The Purchaser's offer represented an increase of $2.801 million from its initial offer, a fact that the Cooperative submits proves the effectiveness of its process. As well as being the highest offer, the Cooperative, in its business judgment, believes that the Purchaser's offer is also the best overall. The offer is all-cash, with no financing contingencies, no brokers' commission, and subject in all respects to the Court's approval. The Purchaser proposes to complete the inspection period by May 22nd, and to close by July 15th, which dovetails well with the Debtors' Plan confirmation timeline. The offer is submitted in the form of an "Agreement for Purchase and Sale of Improved Real Property," in the form issued by the North Carolina Association of Realtors, which is designed to be neutral. In addition to the "highest and best" bid, the Cooperative also selected what it believes, in its business judgment, to be the next-best bid, to serve as a back-up, to which the Cooperative may pivot in the event that the sale to the Purchaser fails to close. The Back-Up Bid was submitted to the Cooperative by TBM Partners, LLC, and offers $14.3 million for the Property. In addition to a lower purchase price, the Back-Up Bid also has a longer inspection period (extending 80 days from the date of execution of a purchase agreement), and a potentially longer time until closing (which may occur as late as Aug. 30, 2022). As with the winning bid, the Back-Up Bid provides that no brokers' commission will be paid from the sale proceeds. The Back-Up Bid is set out in a Letter of Intent from the Back-Up Bidder dated April 8, 2022. The Back-Up Bidder has expressly agreed to serve in this capacity. By thieMotion, the Cooperative respectfully requests entry of an order pursuant to section 363 of the Bankruptcy Code: (i) approving, and authorizing the Cooperative to enter into, the Purchase Agreement; (ii) authorizing the Cooperative to sell the Property to the Purchaser pursuant to the Purchase Agreement, and providing that the sale will be free and clear of all Interests in the Property, with all such Interests to attach to the sale proceeds; (iii) approving the Back-Up Bid, and authorizing the Cooperative to sell the Property to the Back-Up Bidder pursuant to the terms of the Back-Up Bid without further order of the Court in the event that the sale to the Purchaser fails to close, with such sale to be free and clear of all Interests in the Property, with all such Interests to attach to the sale proceeds; and (iv) granting related relief. A copy of the Agreement is available at https://tinyurl.com/29r4yu37 from PacerMonitor.com free of charge. About U.S. Tobacco Cooperative U.S. Tobacco Cooperative Inc. produces U.S. flue-cured tobacco grown by more than 500 member growers in Florida, Georgia, South Carolina, North Carolina, and Virginia. Member-grown tobacco is processed and sold as raw materials to cigarette manufacturers worldwide. U.S. Tobacco Cooperative and affiliates sought Chapter 11 protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7, 2021. In the petition signed by Keith H. Merrick, chief financial officer, U.S. Tobacco Cooperative estimated assets of between $100 million and $500 million and estimated liabilities of between $100 million and $500 million. Judge Joseph N. Callaway oversees the cases. The Debtors tapped Hendren, Redwine & Malone, PLLC as bankruptcy counsel, and McGuireWoods, LLP and Robinson, Bradshaw & Hinson, P.A., as special counsel. BDO Consulting Group, LLC, SSG Advisors, LLC and CliftonLarsonAllen serve as the Debtors' financial advisor, investment banker and accountant, respectively. UAL CORP: Egan-Jones Keeps CCC+ Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company on April 21, 2022, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by UAL Corporation. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Chicago, Illinois, UAL Corporation is a holding company. UNITED AIRLINES: Egan-Jones Keeps CCC+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on April 21, 2022, maintained its 'CCC+' local currency senior unsecured ratings on debt issued by United Airlines Holdings, Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Chicago, Illinois, United Airlines Holdings, Inc. operates as a holding company. VANTAGE DRILLING: S&P Affirms 'CCC' ICR, Outlook Negative --------------------------------------------------------- S&P Global Ratings affirmed its 'CCC' issuer credit rating on Vantage Drilling International. At the same time, S&P affirmed its 'CCC' issue-level rating on the company's $350 million 9.25% senior secured notes due 2023. S&P's '3' recovery rating remains unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for creditors in the event of a payment default. The negative outlook reflects Vantage's unsustainable leverage and the increased refinancing risk related to its upcoming debt maturity. The 'CCC' rating reflects the refinancing risk related to the company's $350 million senior secured notes due November 2023. Despite improving market conditions, Vantage's high debt leverage, combined with the uncertainty around its ability to raise funds in the capital markets, increases the risk that it will be unable to refinance the notes on favorable terms. S&P said, "Therefore, we continue to believe there is potential that the company will undertake a refinancing we would view as distressed. Although the notes have recovered to a price in the mid-$0.90 per dollar range, it remains uncertain whether Vantage will be able to access the capital markets to refinance its debt." S&P expects the company's debt leverage to remain high despite the rebound in its utilization in 2021. Vantage's fleet was fully contracted as of the end of 2021 due to improving crude oil and natural gas prices and the related rise in drilling activity. S&P said, "In 2022, we expect a continued tightening in supply/demand dynamics to put upward pressure on day rates and provide it with some revenue tailwinds. We also expect Vantage's jackup fleet utilization to average about 85% in 2022 at an average day rate of approximately $70,000 and its drillship utilization to average about 90% with an average day rate of approximately $160,000. Nevertheless, we expect its leverage to remain unsustainable in 2022 and 2023 with average funds from operations (FFO) to debt in the 0%-(10%)range." S&P expects Vantage will primarily use the proceeds from its pending sale of three jackup rigs to ADES for debt repayment. S&P said, "The company opportunistically contracted the sale of three of its five jackup rigs for $170 million, which we expect will close in the second quarter of 2022. We anticipate management will use the proceeds from the sale for debt reduction. This will leave Vantage with a small owned fleet of two jackup rigs and two drillships, alongside its managed services portfolio. This concentrated asset base will reduce the company's market diversity and render its operating results more sensitive to its future contract terms. However, we note that, in addition to the improving day rates for its fleet, it could benefit from some additional upside related to its high-margin managed portfolio. The negative outlook on Vantage reflects its unsustainable debt leverage and increased refinancing risk related to its 2023 senior notes. The company's high debt leverage, as indicated by its debt to EBITDA of 11x and negative FFO to debt, combined with the uncertain conditions in the capital markets lead us to view the upcoming refinancing of its 2023 notes on favorable terms as a key concern. Therefore, we continue to believe Vantage may undertake a transaction we would view as distressed unless its financial measures and capital markets access improve. "We could lower our rating on Vantage if it is unable to refinance its 2023 notes on a timely basis and pursues a refinancing that we view as distressed. This could occur if the company is unable to secure new contracts at favorable rates to reduce its debt leverage while conditions in the capital markets remain challenged. "We could raise our rating on Vantage if it successfully refinances its 2023 senior notes, most likely in conjunction with an improvement in market conditions that supports it ability to sign rig contracts at significantly higher day rates than at present. This would most likely occur if commodity prices remain high and the returns from offshore drilling activity continue to improve." ESG credit indicators: E-4; S-3; G-3 S&P said, "Environmental factors are a negative consideration in our rating analysis of Vantage Drilling International due to our expectation that the energy transition will result in lower demand for services and equipment as the accelerating adoption of renewable energy sources reduces the demand for fossil fuels. Additionally, the industry faces an increasingly challenging regulatory environment, both domestically and internationally, that has included limits on drilling activity in certain jurisdictions, as well as a slowdown in the pace of issuance of new and existing well permits. Given its material exposure to the offshore market, Vantage Drilling faces higher environmental risks than onshore service providers due to its susceptibility to operational interruptions and damage to its equipment from more challenging operating conditions, including hurricanes. In addition, we offshore operations as being more at risk of personnel injury or fatality given the inherent added risks of operating complex offshore drilling rigs, and this has a moderately negative impact on our assessment of social factors. Vantage Drilling's governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners." VBI VACCINES: Gets EC Marketing Authorization for PreHevbri ----------------------------------------------------------- VBI Vaccines Inc. said that the European Commission (EC) has granted Marketing Authorization for PreHevbri [Hepatitis B vaccine (recombinant, adsorbed)] for active immunisation against infection caused by all known subtypes of the hepatitis B virus (HBV) in adults. It can also be expected that hepatitis D will be prevented by immunisation with PreHevbri as hepatitis D (caused by the delta agent) does not occur in the absence of hepatitis B infection. The use of PreHevbri should be in accordance with official recommendations. PreHevbri contains the full antigenic composition of the hepatitis B virus surface antigen, including the S, pre-S2, and pre-S1 HBV surface antigens, and is the only approved 3-antigen HBV vaccine for adults in the European Union (EU) and in the European Economic Area (EEA) countries ??? Iceland, Liechtenstein, and Norway. "We are excited to be able to announce the approval of PreHevbri in Europe, marking our second major approval for this differentiated HBV vaccine in five months, following the U.S. FDA approval at the end of November last year," said Jeff Baxter, VBI's president and CEO. "Hepatitis B is a highly infectious, under-reported, persistent public health problem in Europe and we believe PreHevbri has the potential to be a meaningful new tool for healthcare providers as they endeavor to fight it. We are committed to being part of this fight and are working hard to make PreHevbri available in different European countries as quickly as possible." The European Commission's centralized marketing authorisation is valid in all EU Member States as well as in the European Economic Area (EEA) countries (Iceland, Liechtenstein, and Norway). VBI expects to make PreHevbri available in certain European countries beginning at the end of 2022. The approval follows a positive opinion granted in February 2022 by the EMA's Committee for Medicinal Products for Human Use (CHMP), which was based on the positive results from two pivotal, randomized, double-blind, controlled Phase 3 clinical studies, PROTECT and CONSTANT. Data from these studies were published, respectively, in The Lancet Infectious Diseases in May 2021 and The Journal of the American Medical Association Network Open in October 2021. Both studies compared PreHevbri to Engerix-B, a single-antigen HBV vaccine. Results from the PROTECT study showed that PreHevbri elicited higher rates of seroprotection in all subjects age 18+ (91.4% vs. 76.5%), including in adults age 45+ (89.4% vs. 73.1%). The integrated safety analysis of both studies demonstrated good tolerability with no unexpected reactogenicity. The most common adverse events in all age groups were injection site pain and tenderness, myalgia, and fatigue, all which generally resolved without intervention in 1-2 days. VBI continues to support the United Kingdom's Medicines and Healthcare products Regulatory Agency (MHRA) review as part of the EC Decision Reliance Procedure (ECDRP), which was initiated upon receipt of the positive CHMP opinion in February. About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $69.75 million for the year ended Dec. 31, 2021, compared to a net loss of $46.23 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $210.28 million in total assets, $32.59 million in total current liabilities, $33.81 million in total non-current liabilities, and $143.88 million in total stockholders' equity. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 7, 2022, citing that the Company has an accumulated deficit as of Dec. 31, 2021 and cash outflows from operating activities for the year-ended Dec. 31, 2021 and, as such, will require significant additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and subject to such approvals, commercially launch its products. These factors raise substantial doubt about its ability to continue as a going concern. VECTOR GROUP: Egan-Jones Hikes Senior Unsecured Ratings to CCC+ --------------------------------------------------------------- Egan-Jones Ratings Company on April 21, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Vector Group Ltd. to CCC+ from CCC-. EJR also upgraded the rating on commercial paper issued by the Company to B from C. Headquartered in Miami, Florida, Vector Group Ltd. operates as a holding company. VERMONT ECONOMIC: Moody's Assigns B2 Rating to $60MM Revenue Bonds ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to $60 million of Solid Waste Disposal Revenue Bonds of the Vermont Economic Development Authority Series 2022. These unsecured bonds are obligations of Casella Waste Systems, Inc. (Casella) and guaranteed by all of its operating subsidiaries on a senior unsecured basis. All other ratings on Casella are unaffected at this time, including the Ba3 corporate family rating and the B2 ratings on all existing senior unsecured industrial revenue bonds that Casella also guarantees. The rating outlook is stable. The bonds will be issued in a drawdown structure with an initial drawdown of $35 million of the total $60 million bonds, with the remaining bonds to be issued after incurring future qualified capital expenditures. Proceeds of these bonds will be used to reimburse Casella for qualified capital expenditures previously incurred, resulting in a paydown under the revolving credit facility. Assignments: Issuer: Vermont Economic Development Authority Senior Unsecured Revenue Bonds, Assigned B2 (LGD5) RATINGS RATIONALE Casella's ratings reflect modest but improving scale with a regional focus in the Northeast US and good margins that nonetheless fall shy of rated industry peers largely due to regional operating dynamics. However, focused execution of strategic initiatives in recent years has steadily improved the margins while lowering debt-to-EBITDA, which Moody's estimates to be modestly above 3x pro forma for the new bonds. Moody's expects the company to generate positive free cash flow over the next year. Key aspects of the company's strategy to improve operations include sourcing incremental waste volumes to its own landfills, which is favorable for Casella as the Northeast region has a growing disposal capacity imbalance. The company also remains focused on pricing landfill and collection operations in excess of inflation, collection route efficiencies and restructuring fees on recycling contracts to drive higher returns. The company's pace of debt reduction is much more moderate as it balances deploying free cash flow among debt repayment, acquisitions and other growth initiatives. As a result, Moody's expects earnings growth to be the primary driver of improving the metrics. Casella's liquidity profile is good as denoted by the SGL-2 rating, driven by the relatively large $300 million revolving credit facility and Moody's expectation of positive free cash flow with light debt maturities. The company typically holds a minimal cash balance of less than $5 million. However, Casella currently has a balance of $34 million remaining from a previous $150 million equity offering the company has deployed towards acquisitions. The senior secured revolving credit facility expiring in December 2026 had $19 million drawn as of March 31, 2021 and approximately $253 million available to borrow, after netting posted letters of credit. With the exception of periodic usage to help fund acquisitions, Moody's expects the revolver's availability to remain in line with the current level. The stable outlook reflects Moody's expectation of moderately higher commercial volumes to support steady organic revenue growth, boosted by prior acquisitions and favorable disposal pricing. Moody's also expects free cash flow to remain positive but constrained by investments in building out/integrating acquisitions as well as other growth initiatives. Margins should remain solid, despite inflationary pressures, benefiting from positive pricing conditions and the company's efficiency initiatives. The outlook also incorporates expectations that if Casella utilizes debt to help fund acquisitions, borrowings will to be modest and repaid from free cash flow within a relatively short time frame. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded following prudent and profitable expansion of the company's operating footprint beyond New England and New York to achieve greater scale, an EBITDA margin sustained around 25%, free cash flow-to-debt remaining above 10% and EBIT-to-interest approaching 3x. The ratings could be downgraded with flat organic revenue growth, free cash flow-to-debt falling below 5% and debt-to-EBITDA expected to remain above 4x. Weaker liquidity, considering the modest cash position, with deteriorating free cash flow or significantly reduced availability under the revolving credit facility could also drive a ratings downgrade. The principal methodology used in this rating was Environmental Services and Waste Management Companies published in April 2018. Casella Waste Systems, Inc. is a Northeast US regionally-focused (Vermont, New Hampshire, New York, Massachusetts, Maine and Pennsylvania) solid waste management company providing collection, transfer, disposal and recycling services. Revenue approximated $934 million for the twelve months ended March 31, 2022. VISTAGEN THERAPEUTICS: Appoints Reid Adler as Chief Legal Officer ----------------------------------------------------------------- The Board of Directors of VistaGen Therapeutics, Inc. appointed Mr. Reid G. Adler, 67, as its chief legal officer. Mr. Adler will oversee VistaGen's legal affairs and provide strategic guidance to its Executive Team and Board of Directors. "We are excited to welcome Reid to VistaGen's Executive Team," said Shawn Singh, chief executive officer. "He is a visionary, trusted advisor and proven leader who brings deep legal experience across numerous domains as well a passion for helping patients and creating change. We look forward to his perspectives and insights as we continue to grow our business. We are excited about our potential to positively impact millions of people suffering from anxiety and depression disorders, and we are confident Reid is the right legal expert to guide us on our important work." "It's a privilege to join the VistaGen leadership team after supporting the company's efforts as outside counsel," stated Reid Adler. "The pandemic continues to remind us how many individuals suffer with paralyzing mental health challenges and the critical need for supportive medications. I look forward to joining the team and using my legal expertise to help advance the company's continued success." With a legal career spanning more than three decades, Mr. Adler joins VistaGen from the law firm Capital Technology Law Group, where he served as the legal counsel for several technology and life science businesses and not-for-profits, over the past decade. Adler has been at the forefront of strategic planning, developing programs and policies for various types of organizations, providing governance advice to senior management, negotiating complex technology transactions and the strategic management of intellectual property assets. His career includes experience as a senior partner at two international law firms, Morrison & Foerster and Morgan Lewis, as well as general counsel to the pioneering J. Craig Venter Institute for genomics. He has also consulted with several multinational pharmaceutical companies on product exclusivity and for the Coalition for Epidemic Preparedness Innovations on legal and business development aspects of vaccines. Adler was the founding director of the National Institutes of Health (NIH) Office of Technology Transfer, where he built a team of over 40 people to evaluate the translation of research projects into health care products. He played a key role at the NIH in developing policies and model agreements, research integrity guidelines and the Uniform Biological Material Transfer Agreement, currently used by hundreds of organizations worldwide. During the year ended March 31, 2022 and from April 1, 2022 until Mr. Adler's appointment, the Company paid to Capital Technology Law Group a total of $210,000 and $18,000, respectively, for certain legal services. In addition to his duties with Capital Technology Law Group, Mr. Adler founded Innovation Matters in 2009, a provider of strategic business courses and training resources for innovative management practices, and served as Principal of Innovation Matters from 2009 to 2022. Adler received a Bachelor of Science degree from University of Maryland, College Park and a Juris Doctor degree from George Washington University. About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics -- http://www.vistagen.com-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. VistaGen reported a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021, a net loss and comprehensive loss of $20.77 million for the year ended March 31, 2020, and a net loss and comprehensive loss of $24.59 million for the year ended March 31, 2019. As of Dec. 31, 2021, the Company had $90.54 million in total assets, $10.56 million in total liabilities, and $79.98 million in total stockholders' equity. VIVAKOR INC: Awarded Contract for Asphalt Sale From Utah Facility ----------------------------------------------------------------- Vivakor, Inc. has signed a 10-year contract with Hot Oil Transport, LLC, a supplier of asphalt materials, which HOT in turn supplies to Southwest Liquid Asphalt & Emulsions, a major supplier of polymerized asphalt in Southern Nevada. Based on the current asphalt wholesale index price for the Rocky Mountain region, this contract could be valued at up to $250 million over the life of the contract, provided that Vivakor is able to ramp up and operate its Vernal, Utah site at full capacity. SLA's largest customer is Las Vegas Paving, one of the largest road construction companies in the state of Nevada, with revenues of more than $500 million annually. Under the Agreement, Vivakor can provide HOT with up to 50,000 tons of ratable asphalt cement from Vivakor's Vernal, Utah, upon completion of anticipated scaled up operations, annually for a period of ten years. Pricing will be based on the asphalt wholesale index price for the Rocky Mountain region at the time of delivery. Based on the current index pricing range of $510 to $600 per ton, this contract could generate between $25 million and $30 million in annual sales once the project is operating at full capacity. To operate at full capacity and take advantage of the maximum opportunity under the contract with HOT, Vivakor estimates it would need to add three additional Remediation Processing Centers (RPCs), as well as ramp up other required infrastructure, at the Vernal, Utah site, with an estimated total cost of $18 million. "As this is our first long-term contract for sale of our asphaltic binder, it is an important milestone for Vivakor. We have worked closely with HOT to refine our product to meet their specifications," said Matt Nicosia, CEO of Vivakor. "We have already produced tonnage of asphaltic cement with our Vernal, Utah RPC and believe that by the end of the year we will have ramped up our infrastructure to include three additional RPCs to operate the site to the level required to fulfill the full amount of material requested by HOT on an annualized basis. This could be a significant event for shareholders as this project, when fully scaled, could contribute meaningful profits." Gene Chrisenbery, manager of HOT, stated, "Demand for asphaltic binder has been increasing as a direct result of new governmental infrastructure spending and general supply constraints. This long-term contract for Vivakor's asphaltic binder will help meet this increased demand and thus give us an added benefit of asphaltic binder that is reclaimed from waste and produced in an environmentally conscious manner. Our customers are seeking supplies manufactured in the cleanest possible manner and we believe that our relationship with Vivakor will allow us to deliver just that." About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc., is a clean energy technology company focused in the area of oil remediation and natural resources. The company currently focuses on its patented Remediation Processing Centers that allows for the environmentally friendly recovery of bitumen (heavy crude) and other hydrocarbons from the remediation of contaminated soils. It is believed to be the only remediation system that can clean soils with more than 5% by weight oil contamination while fully recovering the oil and leaving the soil fully viable for reuse. Vivakor reported a net loss attributable to the company of $5.48 million for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $2.18 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $47.35 million in total assets, $20.19 million in total liabilities, and $27.15 million in total stockholders' equity. W K ZARTMAN: Case Summary & Two Unsecured Creditors --------------------------------------------------- Debtor: W K Zartman Farms LLC 3303 Main Street Macy, IN 46951 Business Description: W K Zartman Farms owns five real properties having an aggregate appraised value of $1.11 million. Chapter 11 Petition Date: May 5, 2022 Court: United States Bankruptcy Court Northern District of Indiana Case No.: 22-30444 Judge: Hon. Paul E. Singleton Debtor's Counsel: Scot T. Skekloff, Esq. HALLERCOLVIN PC 444 East Main Street Fort Wayne, IN 46802 Tel: (260) 426-0444 Fax: (260) 422-0274 www.hallercolvin.com Total Assets: $1,313,271 Total Liabilities: $246,520 The petition was signed by Kim R. Zartman, manager/member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2H4TP6A/W_K_Zartman_Farms_LLC__innbke-22-30444__0001.0.pdf?mcid=tGE4TAMA WAHOO FITNESS: Moody's Cuts CFR & Sr. Secured 1st Lien Debt to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded Wahoo Fitness Acquisition L.L.C.'s ratings including its Corporate Family Rating to B3 from B2, its Probability of Default Rating to B3-PD from B2-PD, and the rating on the company's senior secured first lien credit facility to B3 from B2. The first lien credit facility consists of a $30 million first lien revolver due 2026, and a $225 million original principal amount first lien term loan due 2028. The outlook is negative. The downgrade and negative outlook reflects Moody's expectations that Wahoo's debt/EBITDA leverage will materially increase in fiscal 2022 and that liquidity is constrained due to lower revenue and earnings than Moody's previous expectations. Wahoo generated strong year-over-year revenue growth of 38% in fiscal 2021 that was driven by strong consumer demand for the company's products. However, Moody's believes 2021 earnings were bolstered by pandemic-driven demand for at-home fitness products and higher channel inventories, and thus this earnings level does not appear sustainable. Wahoo is experiencing a drop in sales of its trainer products during the start of fiscal 2022. The sales weakness is driven by channel de-stocking due to high inventory levels of trainers at retail at the end of 2021, heavy discounting of competitive products, as well as a return to more normal seasonality relative to un-seasonally large sales in the first quarter of 2021. As a result, Moody's projects Wahoo's revenue to decline in the mid-teens percentage and a meaningful decline in EBITDA of around 45% in fiscal 2022. Wahoo's debt/EBITDA leverage is expected to increase to 5.5x in fiscal 2022, up from 3.1x at the end of fiscal 2021. Moody's expects that debt/EBITDA leverage will be significantly higher during the second and third quarter periods of 2022, due to business seasonality. Wahoo's liquidity will be constrained over the next 12 months by Moody's expectations of negative free cash flow of around $30-$35 million and high reliance on its $30 million revolver facility. Free cash flow will be pressured by significant investment in working capital, primarily in inventory to support new product launches and refreshes in 2022. Moody's projects Wahoo will rely on revolver borrowings over the next few quarters to fund the investments in inventory. Given the expected drop in profitability, Moody's expects the company will not be in compliance with the first lien credit facility financial maintenance covenant of maximum total net leverage of 5.0x, particularly during the second and third quarter periods ahead of the winter selling season. To address its constrained liquidity, Wahoo announced a proposed amendment to the first lien credit facility that will waive the financial maintenance covenant through the third quarter of fiscal 2022 and replace it with a $5 million minimum liquidity covenant. Starting in the fourth quarter of 2022, the covenant test will be reinstated at 7x, step down to 5.5x in the first quarter of 2023, and finally step down to 5.0x in the fourth quarter of 2023 and thereafter. Moody's believes the proposed amendment will alleviate Wahoo's covenant compliance concerns and provides some financial flexibility over the next 12 months. In addition, the company received an approximately $12 million equity co-investment from a new board member that is expected to provide near-term cash liquidity. Wahoo has a good record of successful new product launches and it expects significant sales and earnings contribution from several new products and refreshes in late 2022. However, there is uncertainty regarding the sustainability of consumer demand for the company's products. Demand could moderate or turn negative as ongoing inflationary pressures are starting to erode consumer spending power, and as consumes shift spending back to categories that were limited over the past few years such as travel. There is also uncertainty regarding macro-economic conditions particularly in Europe, the company's largest market, and ongoing supply chain challenges could also pressure profitability if the company is unable to mitigate cost inflation. Downgrades: Issuer: Wahoo Fitness Acquisition L.L.C. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured 1st Lien Multi Currency Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Wahoo Fitness Acquisition L.L.C. Outlook, Changed To Negative From Stable RATINGS RATIONALE Wahoo's B3 CFR reflects its relatively small revenue base and limited track record operating at its current scale, with revenue more than tripling in the last three years. The company has a narrow product focus in a discretionary and competitive niche segment with most of its revenue related to the sale of indoor bike trainers and other endurance fitness products. Wahoo's rating also reflects Moody's expectations that debt/EBITDA will increase to 5.5x in fiscal 2022, driven by revenue and EBITDA declines due to weak sales of trainers during the first half of 2022. Wahoo's liquidity is adequate, constrained by Moody's expectations of negative free cash flow of $30-$35 million and high reliance on its revolver over the next 12 months. The company's proposed amendment and covenant waiver will provide some financial flexibility to fund business seasonality and large investments in working capital over the next 12 months. The rating also reflects Wahoo's strong market position in the cycling and smart fitness products market, supported by its good brand recognition, product innovation, and high product quality. The company has reported very strong revenue growth over the past five years, supported by successful new product introductions and tailwinds from positive consumer health and fitness trends. Wahoo benefits from its good geographic, channel, and customer diversification. The company's asset light business model and meaningful direct-to-consumer business allow for strong overhead leveraging and very low capital expenditures that should support positive free cash flows over time. Environmental risks considers that Wahoo relies on raw materials primarily steel as part of the manufacturing process of its products. The company is exposed to the carbon transition and waste and pollution risks related to the energy intensive metal production, as well as transport, handling and disposal of its products. However, cost increases can generally be passed on to the customers. Social risks relate to Wahoo's exposure to challenges related to responsible sourcing and supply chain management because it sources almost all of its products from suppliers located outside the US, primarily in Asia. This limits the company's ability to monitor the manufacturing process and adds complexity to supply chain management. Extended supply chain disruptions would adversely affect the company's revenue and earnings. Wahoo has high governance risks primarily related to its majority ownership by a private equity sponsor and the company's financial strategy that includes operating with high leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects Moody's expectations that Wahoo's revenue and EBITDA will meaningfully decline in fiscal 2022 and the uncertainty regarding the sustainability of consumer demand over the next 12-18 months. The negative outlook also reflects the downward rating pressure if the company's operating performance fails to improve in late 2022, and the high revolver reliance. The negative outlook incorporates Moody's assumption that the covenant amendment and equity investment are completed. The ratings could be upgraded if the company demonstrates a track record of consistent organic revenue growth and EBITDA margin expansion, while debt/EBITDA is sustained below 4.0x. A ratings upgrade will also require at least good liquidity supported by a track record of consistent positive free cash flow on an annual basis and lower reliance on the revolving facility, as well as Moody's expectations of financial policies that support credit metrics at the above levels. The ratings could be downgraded if the company's operating performance does not improve resulting in debt/EBITDA sustained above 5.5x or weaker than anticipated negative cash flow. The ratings could also be downgraded if liquidity deteriorates for any reasons, including an inability to complete the proposed covenant waiver or higher reliance on the revolver facility including carrying large revolver borrowings past 2022. Founded in 2009 Wahoo Fitness is a designer and distributor of indoor cycling and endurance training products such as indoor bike trainers and related accessories, GPS bike computers, bike pedals, sensors, and applications. Following the July 2021 leverage buyout transaction, the company is majority owned by Rhne Group, with the company's founder having a significant ownership investment and other shareholders holding a minority stake. Wahoo reported revenue of under $500 million for fiscal 2021. The principal methodology used in these ratings was Consumer Durables published in September 2021. WARNER BROS: Egan-Jones Withdraws BB+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on April 22, 2022, withdrew its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Warner Bros. Discovery, Inc. Headquartered in New York, Warner Bros. Discovery, Inc. provides non-fiction entertainment. WATER WIND: Case Summary & 13 Unsecured Creditors ------------------------------------------------- Debtor: Water Wind and Sky LLC 4038 NE 58th Seattle, WA 98105 Business Description: The Debtor is the fee simple owner of an unimproved real property located at 1943 Wheaton Way, Bremerton, WA valued at $6.53 million. Chapter 11 Petition Date: May 5, 2022 Court: United States Bankruptcy Court Western District of Washington Case No.: 22-10752 Judge: Hon. Timothy W. Dore Debtor's Counsel: Armand J. Kornfeld, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 Email: jkornfeld@bskd.com Total Assets: $6,967,328 Total Liabilities: $2,776,663 The petition was signed by Mark Goldberg as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EXZFJRI/Water_Wind_and_Sky_LLC__wawbke-22-10752__0001.0.pdf?mcid=tGE4TAMA WEST VILLAGE: Walker Family Offers $950K for Riverdale Property --------------------------------------------------------------- West Village Holdings, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize it to sell the real property located at and near 7335 Old National Highway, in Riverdale, Georgia 30296, to Walker Family Services, LLC, for $950,000. The Debtor owns the Property. It initiated an adversary proceeding on Feb. 12, 2019 (Case No. 19-05116-lrc) against ONH Holdings, LLC, the entity with an alleged security interest in the Property. ONH claims it has a first priority security interest in the Property based on a Security Deed and Agreement dated April 21, 2008 and a second priority security interest based on another Security Deed and Agreement dated Dec. 29, 2011. The Debtor contends that both the 2008 Security Deed and the 2011 Security Deed are subject to the 7-year reversion period as provided in O.C.G.A. Section 44-14-80(a) and that both deeds reverted to Debtor. ONH contends that both the 2008 Security Deed and the 2011 Security Deed are valid. On March 31, 2020, the Court entered an order holding that the 2008 Security Deed had reverted but that the 2011 Security Deed had not yet reverted. Both Debtor and ONH filed motions requesting the Court to reconsider its March 31 Order. No other entities assert liens on the Property. During the pendency of the case, ONH and the Debtor have come to an agreement on an amount acceptable to ONH to satisfy its claims on the Property and resolve all outstanding disputes and issues between the parties, including the pending adversary proceedings. Pursuant to the Settlement Agreement attached to the ???9019 Motion??? filed contemporaneously with the Motion, the Debtor will pay ONH $950,000 at closing by May 1, 2022, or ONH will receive in rem relief from stay on the Property in addition to the in rem relief consented to by the Parties for the second parcel located at 0 Jonesboro Road, Riverdale, Georgia, upon approval of the Settlement Agreement and entry of the Consent Orders described therein. One other reverted lien exists on the Property that no party was aware of prior to a closing attorney pulling a title report in preparation for the sale. Fairfield Financial Services, Inc. is the holder of a security deed filed in Deed Book 48818, Page 321 of the Fulton County Superior Court. Upon information and belief, the prior owner of the Property, Sons Investment Group Limited has paid this debt. Even if it has not, the security deed secured a loan of $110,803 that matured on April 21, 2010. Pursuant to O.C.G.A. 44-14-80, this deed has reverted to the grantor and is no longer valid. The Debtor requests entry of an order authorizing the Debtor to sell the Property to the Buyer on the terms set forth in the Purchase Agreement free and clear of liens, claims, and encumbrances, with all liens or security interests of the Secured Creditors attaching to the proceeds of the sale. As shown in the Agreement for Purchase and Sale of Real Estate, the Debtor proposes to sell the Property for $950,000. The Debtor submits that the proposed purchase price amounts to fair market value for the Property. The Buyer is an insider of the Debtor, and selling the Property was the only method in which the Debtor could obtain financing from a third-party lender to fund the settlement reached by the parties. The Debtor has determined that selling the Property pursuant to the Purchase Agreement is in the best interests of the estate and its creditors because such a sale will enable the Debtor to settle the outstanding disputes with the principal creditor in this case and pay the appropriate taxes to Fulton County. The Debtor requests the Court to approve the Purchase Agreement as a private sale pursuant to Rule 6004(e) of the Bankruptcy Rules. Finally, it requests that the order granting the Motion be effective immediately by providing that the 14-day stays applicable under Rule 6004(h) of the Bankruptcy Rules be waived. The Debtor's deadline to close on the Property was May 1, 2022, or pursuant to the terms of the Settlement Agreement, ONH will receive in rem relief from stay on the Property. A copy of the Purchase Agreement is available at https://tinyurl.com/2b4zevbc from PacerMonitor.com free of charge. About West Village Holdings West Village Holdings, LLC is a real estate lessor whose principal assets are located at 7335 Old National Highway, Riverdale, Ga., and 0 Jonesboro Road, Riverdale, Ga., with a comparable sale value of $3.30 million. West Village Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50013) on Jan. 1, 2019. At the time of the filing, the Debtor disclosed $3,309,900 in assets and $228,500 in liabilities. The Debtor tapped Wiggam & Geer, LLC as its bankruptcy counsel, and Clark Law Group as its special counsel. WESTERN AUSTRALIAN: Seeks Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Single Asset Real Estate Western Australian Holdings LLC filed for chapter 11 protection in the Western District of North Carolina. According to court filings, Western Austrailin Holdings LLC estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. About Western Australian Holdings Western Australian Holdings LLC -- https://www.majorsestate.com/ -- doing business as Majors Estate is a 200+ acre mountain ranch. Its location makes it the ideal backdrop for weddings, corporate retreats and family vacations. Western Australian Holdings sought Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 22-10058) on April 27, 2022. In the petition filed by Timothy F. Majors, as manager, Western Australian Holdings LLC listed estimated assets betweeb $1 million and $10 million and estimated liabilities between $10 million and $50 million. This case has been assigned to George R. Hodges. Jason L. Hendren, of HENDREN, REDWINE & MALONE PLLC, is the Debtor's counsel. WMB HOLDINGS: Moody's Assigns First Time 'B1' Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service assigns a first time corporate family rating rating of B1 and a probability of default rating of B1-PD to WMB Holdings, Inc. (dba "Corporation Services Company" or "CSC"). Moody's also assigned instrument ratings of B1 to the proposed first lien facilities at the borrower Corporation Service Company, which includes a $250 million revolver due 2027, a $1,000 million Euro denominated Term Loan A due 2027 and a $2,350 million first lien term loan B due 2029. The assignment of the ratings follows CSC's announced acquisition of Intertrust N.V. ("Intertrust") (Ba2, RUR) that is expected to close this year. The acquisition will be funded with new debt and proceeds from the facilities will also refinance all existing debt. The outlook is stable. CSC is privately owned and has been in the trust and corporate services ("T&CS") industry since 1899. Governance factors are considerations in the ratings and include the meaningful increase in leverage resulting from the debt-funded acquisition of Intertrust, track record of moderate financial policies that includes deleveraging and the concentrated ownership and board structure. The following ratings were assigned: Assignments: Issuer: WMB Holdings, Inc. Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Issuer: Corporation Service Company Gtd. Senior Secured 1st Lien Term Loan A, Assigned B1 (LGD4) Gtd. Senior Secured 1st Lien Term Loan B, Assigned B1 (LGD4) Gtd. Senior Secured Revolving Credit Facility, Assigned B1 (LGD4) Outlook Actions: Issuer: WMB Holdings, Inc. Outlook, Assigned Stable Issuer: Corporation Service Company Outlook, Assigned Stable RATINGS RATIONALE The B1 CFR reflects the company's established position as one of the leading providers of business, legal, tax, and digital brand services to companies, law firms, and financial institutions around the world in the T&CS market. CSC provides a wide range of services related to the business life cycle, starting from business entity formation to transaction execution to wind down of entities. CSC has a long history of operating in the industry and has grown by acquisitions that added capabilities to its suite of services. The services that it provides are very basic and essential in nature for corporations to operate and as such the company benefits from a very stable revenue base with a high proportion of recurring revenue. The rating is also supported by the expansion of the scale of the company via its acquisition of Intertrust N.V. (Ba2, RUR) that is expected to be completed this year. This acquisition adds several important, large jurisdictions and markets and significantly expands on the fund administration side of the sector, which will diversify revenue. Expanding to a global scale will also allow the company to increase its cross-selling opportunities to multinational customers. Moody's expects that CSC will be able to maintain its strong EBITDA margins in the 35%+ area and drive leverage down to 5.5x in the next 12-18 months from the expected opening leverage of 6.13x (Moody's adjusted and after expensing software development expenses). Free cash flow to debt is expected to be in the low single digit range after distributions to shareholders. The ratings are constrained by leverage that is high for the rating category and the acquisitive nature of the company. Acquisitions have been mostly funded with internal cash flow for bolt on acquisitions although there have been a few debt-financed acquisitions in the past. Further constraining the ratings is the exposure to legal and compliance risk, which is a feature of the T&CS sector, and some cyclicality as the volume of business formation is partly dependent on M&A activity. The stable outlook reflects Moody's expectation for organic revenue growth in the low-single digit range over the next 12-18 months and stable EBITDA margins in the 35% - 38% range (Moody's adjusted and after expensing software development costs). Organic growth will be driven by underlying growth in business formations, capital markets activity and as operations at Intertrust improve under new management. Organic growth is also driven by cross-selling given the global reach of the company that is enhanced meaningfully as a result of the acquisition. Top line growth, stable profitability and debt amortization are expected to reduce leverage toward 5.5x over the next 12-18 months (Moody's adjusted). Moody's expects the demand for trust and corporate services and fund administration to remain stable given the essential nature of the business. The outlook also incorporates the assumption that the company will be able to maintain its market share in the industry. From a financial policy perspective, Moody's expects that the company will not change its dividend and share buyback policy and that there are no large debt funded acquisitions or distributions over the next 2-3 years. Liquidity at CSC subsequent to the acquisition is expected to be good. Liquidity will be supported by expected cash and cash equivalents of approximately $250 million at the close of the transaction assuming a pro forma date of year end 2021. Moody's anticipates CSC will generate healthy free cash flow, with FCF/debt of 4% to 7% over the next 12-18 months. CSC's use of cash includes annual stock buybacks and distributions to equity holders; Moody's does not expect the company to change its stock buyback and distribution policies from the existing policy. A $250 million undrawn revolver due 2027 will provide additional liquidity. The ratings for the first lien facilities incorporate CSC's overall probability of default, reflected in the B1-PDR, and the loss given default assessments for the term loans. The first lien revolver, term loan A and term loan B are rated B1, which is at the same level as the B1 CFR, with a loss given default assessment of LGD4. These ratings also reflect the one class capital structure of the company. The facilities are secured by all stock and assets (with a threshold for real estate) of material US entities and 65% of stock on foreign subsidiaries. The facilities are guaranteed by the parent and wholly owned restricted subsidiaries in the U.S. The guarantors account for approximately 62% of combined company revenue. The term loan B is not subject to any financial maintenance covenants. The revolver and term loan A are subject to a maximum Net First Lien Leverage of 6.0x with step-downs. Moody's believe that the company will be able to comply with this covenant. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of approximately $650 million and 100% of Consolidated EBITDA, plus unused capacity reallocated from the general debt basket, plus unlimited amounts subject to a pro forma Secured Net Leverage Ratio (after giving effect to the incremental term loans) does not exceed the pro forma Secured Net Leverage Ratio as of the closing date of the facilities. The borrower is permitted to incur incremental first lien debt in an aggregate principal amount not to exceed the greater of approximately $300 million and 50% of Consolidated EBITDA that has a maturity date prior to the term loan B but not before the maturity date of the revolver and term loan A. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit any unrestricted subsidiary from owning intellectual property material to the business, taken as a whole. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, subject to protective provisions which prohibit such releases if such subsidiary becomes non-wholly owned as the result of a disposition or issuance of equity to an affiliate, or such transaction was entered into primarily for the purpose of causing the subsidiary to cease to be a guarantor. There is a cap on debt that can be incurred by non-guarantors that is limited to the greater of $160 million and 25% of consolidated EBITDA. The credit agreement provides some limitations on up-tiering transactions, including the fact that consent of 100% of lenders will be required for amendments that will allow new debt to subordinate the obligations of the first lien term loans or subordinate the lien securing the first lien term loans. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: (i) the company increases its operating scale and is able to maintain growth in revenue, (ii) Moody's expects debt to EBITDA leverage to be sustained below 4.0x and FCF to debt approaches 10% (all metrics Moody's adjusted and after expensing software development costs and distributions) and (iii) strong liquidity is maintained. Ratings could be downgraded if: (i) Moody's expects a sustained decline in revenue that indicates erosion of demand for services or loss of market share, (ii) debt to EBITDA will be sustained at or above 5.5x and FCF to debt will be below 5% (all metrics Moody's adjusted and after expensing software development costs and distributions), (iii) liquidity deteriorates meaningfully, and (iv) financial policy changes where shareholder friendly policies such as higher dividends or share buybacks are adapted, or tolerance for higher leverage arises. Governance is a key consideration in the ratings. Financial strategy is expected to be moderate given the ownership structure of CSC. CSC is owned by three families with equal share of the company. Employees do not own equity in the company. Leverage tolerance is lower than a financial sponsor and management's long term net leverage target is in the 2.5x-2.0x area (per management's calculation of leverage). The high opening leverage as a result of the acquisition of Intertrust can be considered as peak leverage. Historically, CSC has operated with very low leverage and Moody's expects the company to de-lever before any debt funded M&A. The company has always been very acquisitive, similar to its competitors, given the fragmented market. Acquisitions have been funded with internal cash flow and a few times with debt and the company has been able to integrate them without any impediments. The current management team has been in place for some time and have a track record of managing the company strategically. The board structure of the company presents some governance risk. The direction of the company is ultimately determined by the shareholder families who also control the board. There are ten board members that are representatives of the shareholders. As such the operations and strategy of the company is concentrated in a few hands/ families. Organizational structure will increase in complexity because of this acquisition since the company will have international subsidiaries. Headquartered in Wilmington, Delaware CSC provides business, legal, tax, and digital brand services to companies, law firms, and financial institutions around the world. The company operates in four business segments: Corporate &Legal Solutions, Digital Brand Services, Global Financial Markets, and Tax & Business Solutions. Intertrust is a similar T&CS solutions provider that is concentrated in Europe and provides fund and corporate services, capital market solutions, and private wealth and employee benefit solutions to multinationals, fund managers, financial institutions, and business entrepreneurs. CSC is privately owned by three families. For 2021, CSC generated approximately $874 million in net revenue and Intertrust generated $650 million in net revenue. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. WMB HOLDINGS: S&P Assigns 'BB-' ICR on Intertrust Acquisition ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer rating to U.S.-based business, legal, tax, and digital brand services provider WMB Holdings Inc. (aka CSC), reflecting its good market position, solid EBITDA margins, consistent revenue growth, and stable profitability, partially offset by its aggressive pro forma adjusted leverage and high business integration needs. S&P said, "We also assigned our 'BB-' issue-level and '3' recovery ratings to CSC's $2.35 billion proposed first-lien term loan B we expect to be issued by wholly owned subsidiary Corporation Service Co. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "The stable outlook reflects our expectation that the company will successfully integrate Intertrust, broaden the adoption of its services, and continue to improve its revenue and business scale while maintaining stable profit margins and healthy cash flow generation, allowing it to reduce adjusted leverage to the low-4x area in 2023." CSC announced in December 2021 that it plans to acquire Intertrust N.V. (BB/Watch Dev/--) for an equity purchase price of EUR1.8 billion. Intertrust provides specialized administrative services for corporations and financial services companies, predominantly in Europe and Asia. The improved business scale from the Intertrust acquisition should support increased vendor consolidation to the CSC platform. Pro forma for the acquisition, CSC's revenue will increase substantially. It enhances CSC's global footprint; broadens its services within fund and corporate services, capital market solutions, and private wealth and employee benefit solutions; and results in a leading market position in most key service categories and geographic regions. S&P said, "We believe Intertrust's services complement CSC's. The company has good organic growth opportunities to execute cross-selling initiatives. Accordingly, we expect the company will benefit over the next 2-5 years as large enterprises reduce their supplier bases to a few trusted and scaled outsourcing partners. However, meaningful revenue synergies could take time, because it is still in the process of developing a comprehensive go-to-market strategy for the pro forma company. We expect it to take a measured approach to enhance the likelihood of long-term success and minimize the disruption in the business over the near term." Integration challenges and the need to stabilize Intertrust's EBITDA margins present some risk. Given Intertrust's large employee base and global footprint, S&P views the integration as complex. In addition, Intertrust's EBITDA margin has been declining for many years. This was most recently due to regulatory changes in the Netherlands that reduced the volume of new corporate entities, a mix shift toward lower-margin funds services, and one-time costs related to compliance remediation and restructuring. CSC management has maintained stable margins historically and improved margins at acquired companies, so S&P's base-case forecast assumes it can improve Intertrust's margins as well. S&P said, "CSC is taking on aggressive leverage to complete the acquisition, but we expect it to reduce leverage over the next few years. We forecast pro forma adjusted leverage in the high-4x area at close (expected in the second half of 2022). Thereafter, we expect adjusted leverage to fall to the low-4x area in 2023 and below 4x in 2024. CSC has historically operated with a conservative financial policy and occasional leverage spikes up to the high-2x area for acquisitions, followed by deleveraging over several quarters. We believe the proposed leverage for this acquisition is atypical for CSC and will be taken on opportunistically for this transformative acquisition. We believe the company plans to deleverage and operate more conservatively. This will take time, partly because of CSC's structure as an S corporation, which requires it to distribute significant funds for taxes." High client retention rates combined with the nondiscretionary, complex, and mission-critical nature of CSC's outsourcing services will likely benefit revenue visibility and earnings stability. CSC generates over 70% of pro forma revenue from recurring fixed fees, which we view favorably. It benefits from good customer breadth (over 180,000 customers) and solid client retention rates in the high-90% area. Large corporations often have large and complex corporate structures and do business in jurisdictions with distinct legal and registration requirements. Accordingly, it is typically advantageous to outsource these critical tasks to a company with expertise in each of the many jurisdictions. CSC's services are typically a modest portion of the company's overall administrative and legal costs, and customers are primarily concerned with quality and timeliness of service, especially given the risk associated with legal, compliance, or tax errors. The company performed well during periods such as the Great Recession, when it partially offset lower transaction revenue with other services such as higher utilization of uniform commercial code (UCC) solutions. In addition, the company's revenue growth stalled at the beginning of the pandemic due to lower transaction activity, but recurring revenue streams were not materially impacted and revenue was largely stable throughout 2020. In 2021, transaction activity returned in earnest and revenue growth accelerated to double-digit percents for the year. S&P estimates pro forma S&P Global Ratings-adjusted EBITDA margin as a percentage of audited revenue (including pass-through costs) will be in the mid-30% area, which is above average compared to most other rated business process outsourcing companies. While CSC has identified some modest near-term cost synergies, longer term S&P believes the combination could eventually result in significant revenue synergies from the ability to market one unified global solution platform to its multinational clients. Nevertheless, its markets are competitive. Some of these competitors are significantly larger, well-capitalized companies with more resources, such as Wolters Kluwer N.V. (BBB+/Stable/A-2) and Thomson Reuters Corp. (BBB/Stable/A-2). There are also other large companies that provide adjacent services, such as LexisNexis and Intuit Inc. (A-/Stable/--). The stable outlook reflects S&P's expectation that CSC will successfully integrate Intertrust, broaden the adoption of its service offerings, and continue to improve its revenue and business scale while maintaining stable profit margins and healthy cash flow generation, allowing it to reduce its adjusted leverage to the low-4x in 2023. S&P could lower the rating if it believes CSC will sustain leverage above 5x, which could result from: -- Challenges integrating the Intertrust acquisition, including higher-than-expected integration costs and costs to achieve synergies; -- A reduction in service quality leading to higher client churn; -- An inability to reverse the decline in Intertrust's margins; -- Compliance or service issues that result in fines or other remediation with a meaningful financial impact; or -- A more aggressive financial policy, including additional leveraging acquisitions or debt-financed shareholder returns. S&P could upgrade CSC if: -- S&P believes the company will sustain leverage below 4x. In this scenario, it would expect solid operating and financial performance and the successful integration of the Intertrust business; or -- It improves organic revenue growth, business scale, and market share resulting in a favorable reassessment of the company. ESG credit indicators: E-2, S-2, G-3 Governance factors are a moderately negative consideration in S&P's rating analysis of CSC. Three families have equal voting rights and control of the business, and the board lacks sufficient independent directors who could advise the company and protect the interests of other stakeholders. YUM! BRANDS: Egan-Jones Lowers Senior Unsecured Ratings to BB- -------------------------------------------------------------- Egan-Jones Ratings Company on April 18, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Yum! Brands, Inc. to BB- from B+. Headquartered in Louisville, Kentucky, Yum! Brands, Inc, owns and franchises quick-service restaurants worldwide. ZERO TO 60: Seeks Cash Collateral Access ---------------------------------------- Zero to 60 Motorcars, LLC asks the U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to meet its ordinary and necessary expenses. The Debtor filed the Chapter 11 case as a result of certain pre-petition litigation commenced by NextGear Capital, Inc. in the Circuit Court of Maryland for Montgomery County, in which NextGear, asserted various claims against the Debtor and its principal in connection with a floorplan financing arrangement. NextGear asserts a secured claim against the Debtor pursuant to a Demand Promissory Note and Loan and Security Agreement dated on or about February 25, 2021 in the original amount of $125,000. The Original Note was amended from time to time, with the last amendment effective on or about August 6, 2021, which increased the floorplan credit line to $700,000. As of the Petition Date, it is believed that NextGear asserts a secured claim against the Debtor in the amount of approximately $750,000. Pursuant to a UCC-1 Financing Statement recorded with the Statement Department of Assessments and Taxation on February 25, 2021, the Debtor granted NextGear a security interest in, among other things, the Debtor's assets and properties. As of the Petition Date, the Debtor was, and remains, in possession of 5 vehicles, the purchase of which were financed by NextGear. The aggregate retail value of the NextGear Vehicles is estimated to be approximately $210,000. Other than the NextGear Vehicles, NextGear's Pre-Petition Collateral consists, principally, of equipment, inventory and receivables. NextGear asserts that its prepetition liens in and to the Pre-petition Collateral are valid, binding, enforceable, and perfected first priority liens in and to the Pre-petition Collateral. Subject to Court approval, the Debtor intends to sell the NextGear Vehicles. Upon the sale of each NextGear Vehicle, the Debtor will pay NextGear an amount equal or greater to the amount now outstanding per vehicle, plus a premium of 15% of each such vehicle. With respect to the Consigned Vehicles, the Debtor will pay NextGear an amount not less than 15% of the gross "profit" on each vehicle, estimated, during the interim period, to be $3,750. As adequate protection, the Debtor proposes to grant adequate protection to the Lender, retroactive to the Petition Date, of its interest in the Pre-Petition Collateral, including the cash collateral in an amount equal to the aggregate diminution in value, if any, of such interests from and after the Petition Date. As further adequate protection, the Debtor proposes to grant Lender a replacement lien on the same assets and in the same priority of its Pre-Petition Liens. A copy of the motion is available at https://bit.ly/3KN1CaS from PacerMonitor.com. About Zero to 60 Motorcars, LLC Zero to 60 Motorcars, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 22-11817) on April 6, 2022, disclosing under $1 million in both assets and liabilities. Steven L. Goldberg, Esq., at McNamee, Hosea, P.A. is the Debtor's counsel. [*] Judge Jones Urges Mass-Tort Bankruptcy Tools Expansion ---------------------------------------------------------- Soma Biswas of The Wall Street Journal reports that a Texas bankruptcy judge said Congress ought to expand bankruptcy laws aimed at resolving asbestos liabilities to include mechanisms to address other types of mass personal injury claims. Judge David Jones of the U.S. Bankruptcy Court in Houston made the remarks during a panel discussion on a relatively new type of chapter 11 filing used by Johnson & Johnson to try to resolve mass lawsuits alleging that its baby powder caused cancer. A full-text copy of the article is available at: https://www.wsj.com/articles/judge-urges-expansion-of-mass-tort-bankruptcy-tools-11651503975 [^] BOND PRICING: For the Week from May 2 to 6, 2022 ---------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AT&T Inc T 3.400 101.064 5/15/2025 AT&T Inc T 4.125 103.487 2/17/2026 AT&T Inc T 2.625 100.300 12/01/2022 AT&T Inc T 3.950 101.389 1/15/2025 AT&T Inc T 3.800 100.668 03/01/2024 Accelerate Diagnostics Inc AXDX 2.500 58.500 3/15/2023 Accuray Inc ARAY 3.750 86.048 7/15/2022 BPZ Resources Inc BPZR 6.500 3.017 03/01/2049 Basic Energy Services Inc BASX 10.750 2.894 10/15/2023 Basic Energy Services Inc BASX 10.750 2.894 10/15/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/09/2022 Chevron Corp CVX 3.191 101.014 6/24/2023 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 21.377 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 20.956 8/15/2027 EnLink Midstream Partners LP ENLK 6.000 75.000 N/A Endo Finance LLC / Endo Finco Inc ENDP 5.375 56.183 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 56.183 1/15/2023 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 2.202 0.072 1/30/2037 Enterprise Products Operating LLC EPD 4.875 89.081 8/16/2077 Envision Healthcare Corp EVHC 8.750 37.77610/15/2026 Envision Healthcare Corp EVHC 8.750 37.01010/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 36.869 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 66.250 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 36.445 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 65.391 7/15/2023 GNC Holdings Inc GNC 1.500 0.715 8/15/2020 GTT Communications Inc GTTN 7.875 8.87512/31/2024 GTT Communications Inc GTTN 7.875 9.00012/31/2024 General Electric Co GE 4.000 74.375 N/A General Electric Co GE 5.000 98.956 5/15/2022 Lannett Co Inc LCI 4.500 27.749 10/01/2026 Lockheed Martin Corp LMT 2.900 99.680 03/01/2025 MAI Holdings Inc MAIHLD 9.500 29.764 06/01/2023 MAI Holdings Inc MAIHLD 9.500 29.764 06/01/2023 MAI Holdings Inc MAIHLD 9.500 29.764 06/01/2023 MBIA Insurance Corp MBI 12.304 11.795 1/15/2033 MBIA Insurance Corp MBI 12.304 11.795 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 95.626 10/01/2023 Macy's Retail Holdings LLC M 6.700 97.733 7/15/2034 Macy's Retail Holdings LLC M 6.700 101.607 9/15/2028 Macy's Retail Holdings LLC M 6.700 101.607 9/15/2028 Macy's Retail Holdings LLC M 6.700 97.629 7/15/2034 Macy's Retail Holdings LLC M 6.700 101.607 9/15/2028 Macy's Retail Holdings LLC M 6.700 97.629 7/15/2034 Morgan Stanley MS 1.800 76.734 8/27/2036 Morgan Stanley MS 2.959 98.988 5/16/2022 Nine Energy Service Inc NINE 8.750 63.413 11/01/2023 Nine Energy Service Inc NINE 8.750 64.032 11/01/2023 Nine Energy Service Inc NINE 8.750 64.065 11/01/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.784 1/29/2020 Plains All American Pipeline LP PAA 6.125 82.063 N/A Renco Metals Inc RENCO 11.500 24.875 07/01/2003 Revlon Consumer Products REV 6.250 31.147 08/01/2024 RumbleON Inc RMBL 6.750 50.033 01/01/2025 Sears Holdings Corp SHLD 8.000 2.05012/15/2019 Sears Holdings Corp SHLD 6.625 2.30910/15/2018 Sears Holdings Corp SHLD 6.625 2.64210/15/2018 Sears Roebuck Acceptance SHLD 7.000 1.122 06/01/2032 Sears Roebuck Acceptance SHLD 6.500 1.029 12/01/2028 Sears Roebuck Acceptance SHLD 7.500 0.85410/15/2027 Sears Roebuck Acceptance SHLD 6.750 0.867 1/15/2028 TPC Group Inc TPCG 10.500 34.855 08/01/2024 TPC Group Inc TPCG 10.500 35.039 08/01/2024 Talen Energy Supply LLC TLN 6.500 38.945 06/01/2025 Talen Energy Supply LLC TLN 10.500 43.661 1/15/2026 Talen Energy Supply LLC TLN 9.500 50.026 7/15/2022 Talen Energy Supply LLC TLN 9.500 39.166 7/15/2022 Talen Energy Supply LLC TLN 10.500 39.939 1/15/2026 Talen Energy Supply LLC TLN 6.500 46.000 9/15/2024 Talen Energy Supply LLC TLN 6.500 45.739 9/15/2024 Talen Energy Supply LLC TLN 10.500 40.306 1/15/2026 Talos Petroleum LLC SGY 7.500 95.869 5/31/2022 TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019 Trousdale Issuer LLC TRSDLE 6.500 26.500 04/01/2025 Wayfair Inc W 0.375 98.150 09/01/2022 Wesco Aircraft Holdings Inc WAIR 13.125 41.37211/15/2027 ********* 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 ***