/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220513.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 13, 2022, Vol. 26, No. 132 Headlines 1207N PRIVE: Case Summary & Nine Unsecured Creditors 37 CALUMET: 2nd Amended Plan Not Confirmable, Says U.S. Trustee 37 CALUMET: Plan Disclosures Inadequate, Bridge Loan Says 4E BRANDS: Gets Court Approval to Borrow $3.6 Million 560 55 STREET: Case Summary & Four Unsecured Creditors 60 SALEM: Seeks to Hire Jay Paul Satin as Bankruptcy Counsel A.B.C. OF NORTH PALM BEACH: US Trustee Unable to Appoint Committee ACM DEVELOPMENT: Wins Cash Collateral Access Thru June 15 ALI BABA ORGANIC: Hire Pick & Zabicki as Bankruptcy Counsel ALI BABA ORGANIC: Seeks to Hire Frances M. Caruso as Bookkeeper ALL STARRZ: Seeks to Tap Rehan N. Khawaja as Bankruptcy Counsel AMBADA LLC: Seeks to Hire Ronald S. Goldman as Bankruptcy Counsel AMERIVET SERVICES: Unsecureds to Split $50K via Quarterly Payments APHEX BIOCLEANSE: Case Summary & 20 Largest Unsecured Creditors ARAMARK SERVICES: Moody's Affirms Ba3 CFR, Outlook Remains Stable ARCHDIOCESE OF SANTA FE: Taps JAG Zoning & Planning as Consultant ARTERA SERVICES: Moody's Alters Outlook on 'B3' CFR to Negative ARTISAN BUILDERS: Seeks to Hire Urban Blue Realty as Broker ASCENT RESOURCES: Moody's Ups CFR to B1 & Alters Outlook to Stable ATL MUNICIPAL: Seeks to Tap Rubin and Rudman as Bankruptcy Counsel BARRACUDA PARENT: Moody's Assigns B3 CFR, Outlook Stable BERGIO INTERNATIONAL: Incurs $2.1 Million Net Loss in First Quarter BEST CAPITAL: Files Emergency Bid to Use Cash Collateral BITNILE HOLDINGS: Holds 5.27% Stake in Verb Technology BLACK KNIGHT: Moody's Puts 'Ba2' CFR Under Review for Upgrade BLACK NEWS: Committee Taps Norton Rose Fulbright US as Counsel BLACKSTONE MORTGAGE: Fitch Assigns 'BB' LT IDR, Outlook Stable BUKACEK FITNESS: Seeks to Hire Turner Legal Group as Counsel CHENIERE ENERGY: Moody's Hikes CFR to Ba2 & Alters Outlook to Pos. CLUBHOUSE MEDIA: Incurs $3.5 Million Net Loss in First Quarter COINBASE GLOBAL: No Risk of Bankruptcy Despite 'Black Swan' Event CONDADO ROYAL: Seeks to Hire Lamoutte LLC as Notary Public COPPER MECHANICAL: Disclosure Filing Extended to September 6, 2022 CQP HOLDCO: Moody's Affirms B2 CFR & Alters Outlook to Positive DEBOER AGRICULTURAL: Taps Ivan Kahn as Business Consultant DELCATH SYSTEMS: Four Proposals Passed at Annual Meeting DIEBOLD NIXDORF: S&P Cuts ICR to 'CCC+', On CreditWatch Negative DIFFUSION PHARMACEUTICALS: Regains Compliance With Nasdaq Rule DLVAM1302: Wins Interim Cash Collateral Access DUNCAN BURCH: To Seek Plan Confirmation on June 8 ENCINO ACQUISITION: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ENDO INTERNATIONAL: Incurs $72 Million Net Loss in First Quarter ENVISION HEALTHCARE: Moody's Lowers CFR to Caa3, Outlook Stable EYEPOINT PHARMACEUTICALS: Incurs $21M Net Loss in First Quarter FLORIDA FOOD: New $30.5MM Loan Add-on No Impact on Moody's B3 CFR FOG INC: Seeks Approval to Hire V and Realcorp as Realtor FORE MACHINE: Taps Perfection Global as Auctioneer FORTUNE PROPERTIES: Creditors to Get Proceeds From Liquidation FRONTIER COMMUNICATIONS: Moody's Rates $800MM 1st Lien Notes 'B3' GENERATOR TECHNOLOGIES: Seeks to Hire Craig M. Geno as Counsel GOPHER COURIER: Wins Cash Collateral Access Thru May 18 GRAND 4141: $12K Cash Infusion to Fund Plan Payments GWG HOLDINGS: U.S. Trustee Appoints Bondholders' Committee H-CYTE INC: Incurs $3.9 Million Net Loss in First Quarter H. EDWARD PARIS DDS: Unsecureds Will Get 18% of Claims in 36 Months HAMON HOLDINGS: U.S. Trustee Appoints Creditors' Committee HUMANIGEN INC: Incurs $21.3 Million Net Loss in First Quarter IAMGOLD CORP: Moody's Puts B2 CFR on Review for Downgrade INFOW LLC: Sandy Hook Families Withdraw Infowars' Bankruptcy Claims INTELSAT SA: Chapter 11 Bankruptcy Professionals' Fees Top $288M ION GEOPHYSICAL: Cash Collateral Use, $2.5MM DIP Loan ION GEOPHYSICAL: Gets Court OK to Gather Votes on Bankruptcy Plan ISTAR INC: Moody's Upgrades CFR to Ba2, Outlook Stable JAFFAN INTERNATIONAL: Unsecureds Will Get 100% over 5 Years JAFFAN INTERNATIONAL: Wins Interim Cash Collateral Access JODY INC: Seeks Approval to Hire Calaiaro Valencik as Counsel K.B. PROPERTIES: Hires Realty Executives as Real Estate Broker KOSMOS ENERGY: S&P Upgrades ICR to 'B+' on Improved Liquidity LA CASA CANAVERAL: Plan Confirmation Hearing Moved to June 2 LAKELAND HOLDINGS: Moody's Assigns B3 CFR, Outlook Remains Stable LARSON VALLEY: U.S. Trustee Unable to Appoint Committee LATAM AIRLINES: Plan Violates Chilean Law, Says Columbus Hill LATAM AIRLINES: TLA Claimholders Want Postpetition Interest LATAM AIRLINES:Creditors Lost Bid to Quash $734 Mil. Financing Deal LEGACY JH762: Seeks Approval to Hire The Associates as Counsel LITTLE WASHINGTON: U.S. Trustee Appoints Creditors' Committee LOGOS INC: Seeks to Hire Scarlett & Croll as Bankruptcy Counsel LOVE BITES: Dial Temporary Says Plan Discriminates Unfairly LTL MANAGEMENT: Files Brief in 3rd Circ. Contesting Appeal MALACHI GROUP: Taps Texarkana Legacy Group as Real Estate Broker MARVIN KELLER: Seeks to Tap Rafool & Bourne as Bankruptcy Counsel MATHESON FLIGHT: Wins Cash Collateral Access MAXLINEAR INC: Moody's Puts Ba3 CFR Under Review for Downgrade MEDICAL ACQUISITION: Seeks to Hire Julie Stencil as Bookkeeper MEGNA REAL ESTATE: Court Confirms Chapter 11 Plan MY LOVE OF CARE: Unsecured Creditors to Split $20K in 3 Years NATION DESIGN: Seeks Approval to Hire Lutz & Travers as Accountant NEKTAR THERAPEUTICS: Incurs $90.4 Million Net Loss in First Quarter NINE ENERGY: Incurs $6.9 Million Net Loss in First Quarter NN INC: Incurs $3.3 Million Net Loss in First Quarter OLIVER DEVELOPMENT: Seeks to Hire Robert O Lampl as Legal Counsel ORCUTT RANCHO: Seeks to Tap Laurel Perez as Development Consultant ORION ADVISOR: $180MM Incremental Debt No Impact on Moody's B3 CFR P2 OAKLAND: Unsecureds Owed $149K to Recover 100% in 60 Months PALM BEACH FINANCE: Trustee Taps Rosen LLC as Local Counsel PARKER MEDICAL: Trustee Taps Vantage Point as Financial Advisor PATRIOT CREDIT: Seeks Approval to Hire Joseph Baum of CFGI as CRO PB 6 LLC: Fundrise Says Plan Unconfirmable After Stay Relief PERFORCE SOFTWARE: Moody's Rates $250MM Incremental Loan 'B2' PLAYA HOTELS: Posts $42.7 Million Net Income in First Quarter PROFESSIONAL TECHNICAL: U.S. Trustee Appoints Creditors' Committee PUC SCHOOLS: S&P Raises 2012A/2014A Bond Ratings to 'BB+' REGIONAL HEALTH: Enters Into SNFs Operations Transfer Agreements REVENANT DENVER: June 13 Hearing on Plan Confirmation ROCKALL ENERGY: Seeks to Hire Weil Gotshal as Special Counsel RUBY TUESDAY: Goldman Sachs Unit Cleared of $54 Million Suit SCHULTE PROPERTIES: Unsecureds Will be Paid in Full in 5 Years SCUNGIO BORST: Committee Taps Obermayer Rebmann as General Counsel SKILLZ INC: Incurs $148.1 Million Net Loss in First Quarter SOUND INPATIENT: Moody's Cuts CFR to B3 & 1st Lien Term Loan to B2 SOUTH SIDE: Seeks to Hire RG & Associates CPA as Accountant SPI ENERGY: Delays Filing of First Quarter Form 10-Q STEEL BRITE: Case Summary & Four Unsecured Creditors STONEWAY CAPITAL: Court Approves Chapter 11 Plan SUMMER AVE: Seeks Cash Collateral Access TALEN ENERGY: Bondholders to Get Power Plant Biz. in Chapter 11 TECHNICAL COMMUNICATIONS: Incurs $522K Net Loss in Second Quarter TELIGENT INC: Unsecureds to Get 11% Under Committee-Backed Plan TERRAFORM POWER: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable TEX-GAS HOLDINGS: Court Approves Disclosure and Confirms Plan THOUGHTWORKS INC: S&P Upgrades ICR to 'BB-' on Solid Performance TOUCHPOINT GROUP: Gets A$1M Payment Under Host City Agreement TSM CORALS: Unsecured Creditors Will Get 30% of Claims in Plan TSM DEVELOPMENT: Court Approves and Confirms Amended Plan VERTEX ENERGY: Bunker One Reports 2.6% Equity Stake WC MANHATTAN: Trustee Taps McEnery Company as Property Manager WESTBANK HOLDINGS: Seeks to Tap Flanagan Bilton as Special Counsel YOUNGEVITY INTERNATIONAL: Estate of Carl Wilford Has 9.9% Stake [*] U.S. Bankruptcy Filings Down 21% in April 2022, Epiq Reports [^] BOOK REVIEW: Dangerous Dreamers ********* 1207N PRIVE: Case Summary & Nine Unsecured Creditors ---------------------------------------------------- Debtor: 1207N Prive Investments, LLC 11251 NW 20th St Unit 121 Miami, FL 33172 Case No.: 22-13737 Business Description: 1207N Prive is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 12, 2022 Court: United States Bankruptcy Court Southern District of Florida Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Patrick L. Cordero, Esq. LAW OFFICE OF PATRICK L. CORDERO, PA 7333 Coral Way Miami, FL 33155 Tel: 305-445-4855 Email: ECFMAIL@pcorderolaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Semmin Safi as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AHFZCIQ/1207N_Prive_Investments_LLC__flsbke-22-13737__0001.0.pdf?mcid=tGE4TAMA 37 CALUMET: 2nd Amended Plan Not Confirmable, Says U.S. Trustee --------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 1, objects to the Second Amended Disclosure Statement filed by 37 Calumet Street, because it contains insufficient information; and the second amended plan of reorganization that it supports is not confirmable. According to the U.S. Trustee, the Disclosure Statement contains insufficient information for purposes of 11 U.S.C. Sec. 1125(a), because it fails to explain how the Debtor can make the payments proposed under the Plan. He adds that the Plan is not confirmable: a. The Debtor's NCF is insufficient to make Plan payments to Bridge Loan and the City of Boston, let alone under terms that would be fair and equitable in a cramdown; b. in not paying the City of Boston interest on its pre-petition real estate tax claim, the Plan is not fair and equitable; c. if Bridge Loan votes its Class I and III claims against the Plan, the Debtor will not have an accepting class of impaired creditors.; d. the Plan violates the absolute priority rule; and e. the only way that the Debtor could confirm the Plan would be if Bridge Loan were to accept it. About 37 Calumet Street 37 Calumet Street LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-12253) on Nov. 19, 2020. The petition was signed by Patricia Hounsell, its manager. At the time of filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Frank J. Bailey oversees the case. Gary W. Cruickshank, Esq., serves as the Debtor's counsel. 37 CALUMET: Plan Disclosures Inadequate, Bridge Loan Says --------------------------------------------------------- Bridge Loan Venture V QV Trust 2019-2 filed an objection to the Second Amended Disclosure Statement submitted by 37 Calumet Street, LLC. Bridge Loan is the holder of a promissory note secured by a first mortgage on certain real property located at 37 Calumet Street, Boston, Massachusetts 02120. Bridge Loan asserts that the Second Amended Disclosure Statement fails to properly provide for the debts owed to Bridge Loan, or to provide adequate information regarding the Debtor's ability to make payments to creditors, including Bridge Loan, on confirmation and thereafter, or why liquidation is not preferable to the Plan. According to Bridge Loan, the Debtor's Second Amended Disclosure Statement is inadequate, inconsistent with the interests of the creditors, including Bridge Loan, and is not feasible. The Debtor has not shown how it will pay Bridge Loan according to the Plan of Reorganization, nor is it feasible for the Debtor to pay its debt owed to Bridge Loan via a balloon payment on the maturity date contemplated thereunder. Bridge Loan's attorney: Peter T. McNulty, Esq. MURPHY, HESSE, TOOMEY & LEHANE, LLP 300 Crown Colony Drive, Suite 410 Tel: (617) 479-5000 E-mail: pmcnulty@mhtl.com About 37 Calumet Street 37 Calumet Street LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-12253) on Nov. 19, 2020. The petition was signed by Patricia Hounsell, its manager. At the time of filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Frank J. Bailey oversees the case. Gary W. Cruickshank, Esq., serves as the Debtor's counsel. 4E BRANDS: Gets Court Approval to Borrow $3.6 Million ----------------------------------------------------- Daniel Gill of Bloomberg Law reports that 4E Brands North America, a bankrupt unit of Kimberly-Clark de Mexico, won court approval to borrow up to $3.6 million in bankruptcy loans to pay for destroying its tainted hand sanitizer inventory. 4E filed Chapter 11 in February following the U.S. Food and Drug Administration's order to recall and destroy its inventory of the tainted hand sanitizer. The company, which plans to liquidate, has since ceased all business operations, according to court filings. The company won prior court approval to borrow $2 million from its parent 4E Global S.A.P.I. de C.V, which is wholly owned by Kimberly-Clark de Mexico SAB. About 4E Brands North America 4E Brands North America manufactured personal care and hygiene products. Its brand name products include Blumen Hand Sanitizer, Assured Hand Sanitizer, and various other hand sanitizers and hand soaps. It is no longer operating. 4E Brands North America sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 22-50009) on Feb. 22, 2022. In the petition filed by David Dunn as chief restructuring officer, 4E Brands North America estimated assets up to $50,000 and liabilities between $10 million and $50 million. The case is handled by Honorable Judge David R. Jones. Matthew D. Cavenaugh, Esq., of JACKSON WALKER, is the Debtor's counsel, and STRETTO is the claims agent. 560 55 STREET: Case Summary & Four Unsecured Creditors ------------------------------------------------------ Debtor: 560 55 Street, LLC 1500 W. Blancke Street Linden, NJ 07036 Case No.: 22-13898 Business Description: 560 55 Street is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 12, 2022 Court: United States Bankruptcy Court District of New Jersey Debtor's Counsel: Stephen B. McNally, Esq. MCNALLYLAW, LLC 93 Main Street Suite 201 Newton, NJ 07860 Tel: 973-300-4260 Fax: 973-300-4264 Email: steve@mcnallylawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mendel Deutsch as member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V3Z7DEQ/560_55_Street_LLC__njbke-22-13898__0001.0.pdf?mcid=tGE4TAMA 60 SALEM: Seeks to Hire Jay Paul Satin as Bankruptcy Counsel ------------------------------------------------------------ 60 Salem Turnpike LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Jay Paul Satin, Esq., an attorney practicing in Revere, Mass., to handle its Chapter 11 case. Mr. Satin has received a retainer in the amount of $4,500 from the Debtor. Mr. Satin disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Jay Paul Satin, Esq. 385 Broadway, Suite 202 Revere, MA 02151 Telephone: (781) 289-2215 Facsimile: (781) 289-1200 Email: jaysatin@hotmail.com About 60 Salem Turnpike 60 Salem Turnpike LLC sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 22-10582) on April 28, 2022. In the petition filed by Gary DeCicco, managing partner, the Debtor listed up to $10 million in assets and up to $1 million in liabilities. Judge Janet E. Bostwick oversees the case. Jay Paul Satin, Esq., serves as the Debtor's legal counsel. A.B.C. OF NORTH PALM BEACH: US Trustee Unable to Appoint Committee ------------------------------------------------------------------ The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of A.B.C. of North Palm Beach, Inc., according to court dockets. About A.B.C. of North Palm Beach A.B.C. of North Palm Beach, Inc., a for-profit organization in Florida, filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-12797) on April 10, 2022. In the petition filed by My Tran, president, A.B.C. listed up to $10 million in assets and up to $50,000 in liabilities. Judge Mindy A. Mora oversees the case. Mark S. Roher, Esq., at the Law Office of Mark S. Roher, P.A. is the Debtor's legal counsel. ACM DEVELOPMENT: Wins Cash Collateral Access Thru June 15 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized ACM Development, LLC to use cash collateral on an interim basis through the continued hearing scheduled on June 15, 2022 at 10 a.m. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by Cogent Bank, CT Corporation System, as representative of Lucid Tech, LLC, Libertas Funding, LLC, and Seaside National Bank & Trust. As adequate protection, Cogent, Lucid, Libertas and Seaside will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as their prepetition liens, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. As further adequate protection, Cogent is granted a post-petition first priority security interest and lien upon the Debtor's Employee Retention Tax Credit, to the extent Cogent's diminishment in value of its collateral from the Petition Date. The lien granted to Cogent to the ERTC will be valid and perfected as of the petition date without the need for execution or filing of any further document or instrument that may be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property and operations in accordance with their obligations as debtors-in-possession and as required under the loan and security documents with the Secured Creditors. Proof of coverage will be provided upon request. A copy of the order and the Debtor's budget for the period from April to June 2022 is available at https://bit.ly/3ytKV1z from PacerMonitor.com. The Debtor projects $1,785,382 in total cash and $803,421 in total expenses for May 2022. About ACM Development ACM Development, LLC provides excavation services and is based in Ocoee, Fla. ACM Development filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 22-00210) on Jan. 20, 2022, listing up to $10 million in assets and up to $50 million in liabilities. Eric R. Mynhier, manager, signed the petition. Judge Lori V. Vaughan oversees the case. The Debtor tapped Latham, Luna, Eden & Beaudine, LLP and Duerr & Cullen CPAs, P.A. as its legal counsel and accountant, respectively. ALI BABA ORGANIC: Hire Pick & Zabicki as Bankruptcy Counsel ----------------------------------------------------------- Ali Baba Organic Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District to hire Pick & Zabicki LLP as its general bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to its rights and duties; b. assisting the Debtor in the preparation of its financial statements, schedules of assets and liabilities, statement of financial affairs and other reports and documentation required under the Bankruptcy Code; c. representing the Debtor at all hearings and other proceedings relating to its affairs; d. prosecuting or defending litigated matters that may arise during the pendency of the Debtor's bankruptcy case; e. assisting the Debtor in the formulation and negotiation of a plan of reorganization or liquidation and all related transactions; f. assisting the Debtor in analyzing the claims of creditors and in negotiating with such creditors; g. preparing legal papers; and h. performing other necessary legal services. The firm's hourly rates are as follows: Partners $415 to $495 Associates $250 to $300 Paraprofessionals $125 Pick & Zabicki received a retainer of $15,000 from the Debtor. It will also receive reimbursement for out-of-pocket expenses incurred. Douglas Pick, Esq., a partner at Pick & Zabicki, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Douglas J. Pick, Esq. Pick & Zabicki LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Email: dpick@picklaw.net About Ali Baba Organic Inc. Ali Baba Organic Inc. is a New York-based organic products retailer. Ali Baba Organic Inc. doing business as Ali Baba Organic Marketplace, sought filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10503) on April 22, 2022. In the petition filed Levent Ali Yildiz, as president, Ali Baba Organic Inc. listed estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. The case is assigned to Honorable Bankruptcy Judge Lisa G Beckerman. Douglas J. Pick, of Pick & Zabicki LLP, is the Debtor's counsel. ALI BABA ORGANIC: Seeks to Hire Frances M. Caruso as Bookkeeper --------------------------------------------------------------- Ali Baba Organic Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District to hire Frances M. Caruso as its bookkeeper. Services required of Ms. Caruso are: a. prepare and review monthly operating statements and other financial reports or statements required by the Court of the Office of the United States Trustee, the Bankruptcy Code, the Bankruptcy Rule or otherwise deemed to be necessary or beneficial to the Debtor and/or its estate; and b. render such other financial assistance or services as may be necessary in the Chapter 11 case. Ms. Caruso's normal hourly rate is $50. She will seek reimbursement for all out-of pocket disbursements. Frances M. Caruso assures the court that she is a "disinterested person" within the meaning of Secs. 101(14) and 327 of the Bankruptcy Code. About Ali Baba Organic Inc. Ali Baba Organic Inc. is a New York-based organic products retailer. Ali Baba Organic Inc. doing business as Ali Baba Organic Marketplace, sought filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10503) on April 22, 2022. In the petition filed Levent Ali Yildiz, as president, Ali Baba Organic Inc. listed estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. The case is assigned to Honorable Bankruptcy Judge Lisa G Beckerman. Douglas J. Pick, of Pick & Zabicki LLP, is the Debtor's counsel. ALL STARRZ: Seeks to Tap Rehan N. Khawaja as Bankruptcy Counsel --------------------------------------------------------------- All Starrz Restaurant & Lounge, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Bankruptcy Law Offices of Rehan N. Khawaja as its legal counsel. The firm will render these legal services: (a) advise and counsel the Debtor concerning the operation of its business in compliance with Chapter 11 and order of the court; (b) prosecute and defend any causes of action on behalf of the Debtor; (c) prepare and file legal papers; (d) assist in the formulation of the plan of reorganization and preparation of a disclosure statement; and (e) provide all other services of a legal nature. The firm has received a total retainer of $7,500. The firm's attorneys will be billed at an hourly rate of $375. Rehan Khawaja, Esq., disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rehan N. Khawaja, Esq. Bankruptcy Law Offices of Rehan N. Khawaja 817 North Main Street Jacksonville, FL 32202 Telephone: (904) 355-8055 Facsimile: (904) 355-8058 Email: khawaja@fla-bankruptcy.com About All Starrz Restaurant & Lounge All Starrz Restaurant & Lounge, LLC filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 22-00875) on May 2, 2022, listing under $1 million in both assets and liabilities. Sameer Plummer, its manager, signed the petition. The Bankruptcy Law Offices of Rehan N. Khawaja serves as the Debtor's legal counsel. AMBADA LLC: Seeks to Hire Ronald S. Goldman as Bankruptcy Counsel ----------------------------------------------------------------- Ambada, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Ronald Goldman, Esq., an attorney practicing in N.Y., as its legal counsel. Mr. Goldman will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and in the management of its property; (b) take necessary action to avoid liens against the Debtor's property, remove restraints against the property and such other actions to remove any encumbrances or liens which are avoidable; (c) take necessary action to enjoin and stay until final decree herein any attempts by creditors to enforce claims upon property of the Debtor which may be necessary to its effective reorganization; (d) represent the Debtor in any proceedings which may be instituted in this court by creditors or other parties during the course of this proceeding; (e) prepare legal papers; and (f) perform all other legal services for the Debtor. Mr. Goldman will be billed at his hourly rate of $350. Mr. Goldman disclosed in a court filing that he represents no interest adverse to the Debtor or the estate in the matters upon which he is to be engaged. The attorney can be reached at: Ronald S. Goldman, Esq. 45 Exchange Blvd., Suite 532 Rochester, NY 14614 Telephone: (585) 546-7410 Email: ron@rongoldmanlaw.com About Ambada LLC Ambada, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 22-20215) on May 5, 2022, listing under $1 million in both assets and liabilities. Michael Brummer of Michael Brummer and Associates serves as Subchapter V trustee. Judge Paul R. Warren oversees the case. Ronald S. Goldman, Esq., serves as the Debtor's counsel. AMERIVET SERVICES: Unsecureds to Split $50K via Quarterly Payments ------------------------------------------------------------------ Amerivet Services LLC filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Plan of Reorganization dated May 5, 2022. Amerivet Services LLC is a small specialty commercial welding firm with offices in Brighton, Michigan. It is solely owned by American Veteran Garrett "Gary" Brown and has been in business since 2011. The Debtor's financial projections show that the Debtor will have projected disposable income of $50,000 to be disbursed to general unsecured creditors. The Debtor projects that there would be no funds available to general unsecured creditors in a forced liquidation. Class 13 consists of Unsecured Creditors. A review filed with the Court together with proofs of claim filed and deficiency claims review total unsecured claims of $802,984. Unsecured creditors shall share a total distribution of $50,000 payable in 12 quarterly payments with the first payment due 24 months from confirmation. The Debtor expects to generate sufficient profits to serve the payment of this plan as can be seen by the monthly projections. These projections were prepared by the Debtor itself and not by any outside source. The Debtor prepared these projections using its post petition performance, its optimize outlook for the future as well as its knowledge of the industry. A full-text copy of the Plan of Reorganization dated May 5, 2022, is available at https://bit.ly/3PtvxZg from PacerMonitor.com at no charge. Debtor's Counsel: George E. Jacobs, Esq. Bankruptcy Law Office 2425 S. Linden Rd., Ste. C Flint, MI 48532 Phone: (810) 720-4333 Email: george@bklawoffice.com About Amerivet Services Amerivet Services, LLC, a company in Brighton, Mich., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-30167) on Feb. 4, 2022, listing $1,183,528 in assets and $1,289,581 in liabilities. Garret Brown, owner, signed the petition. George E. Jacobs, Esq., at Bankruptcy Law Office, is the Debtor's legal counsel. APHEX BIOCLEANSE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Aphex BioCleanse Systems Inc. 8410 Redmac Street Port Richey, FL 34668 Case No.: 22-01917 Business Description: Aphex is the developer of a non-alcohol, non-toxic, hydrogen-based cleaning technology. The technology, called Hy-IQ Water, has a unique method of sanitizing that uses hydrogen ions traveling nearly at the speed of light to breach the cell walls of exoskeleton germs. Chapter 11 Petition Date: May 12, 2022 Court: United States Bankruptcy Court Middle District of Florida Debtor's Counsel: Laurie L. Blanton, Esq. HOLLAND LAW GROUP, P.A. 1100-C S Tamiami Trail Venice, FL 34285 Tel: (941) 493-6577 Fax: (941) 493-5377 Email: Laurie@hollandlaw.com Total Assets: $450,093 Total Liabilities: $1,213,865 The petition was signed by David Olund as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V6GEDCY/Aphex_BioCleanse_Systems_Inc__flmbke-22-01917__0001.0.pdf?mcid=tGE4TAMA ARAMARK SERVICES: Moody's Affirms Ba3 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Aramark Services, Inc.'s corporate family rating at Ba3, probability of default rating at Ba3-PD, senior secured at Ba2 and senior unsecured at B1. The Speculative Grade Liquidity ("SGL") rating is maintained at SGL-1. The outlook remains stable. Aramark announced that it intends to divide into two separate, publicly traded companies in a transaction which will effect a spin-off of its uniform services business ("AUS") to shareholders. The company indicated that the spin-off of AUS will be effected on a tax-free basis and it expects to complete the spin-off by the end of fiscal 2023 (ends September). RATINGS RATIONALE "Although Aramark will be a smaller and less diversified business once it completes the uniform services spin-off, expected revenue, profit and free cash flow growth in the food and facility segments over the next 12 to 18 months and anticipated debt-repayments funded by debt that will be issued by the new uniform company should drive improved credit and liquidity metrics by the time the spin occurs, leading to the affirmation of the Ba3 CFR," said Edmond DeForest, Moody's Senior Vice President. The Ba3 CFR reflects Moody's expectations for revenue, profits and free cash flow to continue to recover steadily and substantially, driving debt to EBITDA of almost 8.0 times as of March 31, 2022 toward 5.0 times by fiscal 2023 (ends September), by which time the spinoff of its AUS uniform services business is anticipated. This expected reduction in debt leverage is a key driver of the ratings affirmation. Revenue fell by more than 25% peak-to-trough during FY2020 and 2021. Moody's anticipates revenue will grow by around that amount over the next 12 to 18 months. Revenue and credit metrics are expected to remain weak relative to FY2019 levels until FY2023. As COVID-19-related disruption to Aramark's businesses continues to wane, revenue should climb back toward pre-pandemic levels, thereby fortifying still-weak credit metrics and providing support to the credit profile. Moody's expects adequate cash from operations to cover capital investments, capital expenditures, the regular shareholder dividend and required debt amortization. Financial leverage declines before the AUS spin-off will come from slow EBITDA expansion and some debt repayment. Moody's expects AUS will incur debt upon the spin-off and that Aramark will use the proceeds to repay debt. Moody's also anticipates modest free cash flow metrics compared to many other business service companies also rated in the Ba3 rating category over the longer term given the need to invest in new contracts before revenue is earned. All financial metrics cited reflect Moody's standard adjustments. Moody's considers Aramark's business generally stable and predictable, with long term contracts and fixed asset investments providing high revenue visibility and meaningful competitive barriers. Moody's anticipates Aramark will maintain market share and remain well positioned to rebound as customers resume their normal operations. Aramark is a leading provider of food and support services in the United States with operations globally and is the second largest provider of uniform and career apparel rental and sales in the United States. Aramark's operations feature thousands of highly recurring customer contracts, providing strong support for the ratings. Demand for food and related services from many of Aramark's business and entertainment customers has not yet recovered to pre-pandemic levels, whereas customers in education, healthcare and those seeking services including sanitization have proven more resilient. EBITA margins around 3% in the LTM period ended March 31, 2022 are expected to rebound to above 5% in FY2022 and in a 6% to 7% range in FY2023. Aramark will have a smaller revenue scale and narrower operating scope once it completes the spin-off of AUS. The uniform segment is expected to represent about 15% of total revenue but 30% of operating profits in FY 2022. Therefore, Moody's considers the plan a negative credit development. However, Moody's anticipates that the loss of AUS earnings will be off-set by a reduction in debt leverage enabled by the expected repayment of Aramark debt with the net proceeds of debt incurred or assumed by AUS. A change in financial strategies, especially with respect to debt repayment concurrent with the AUS spin, would pressure the credit profile and could lead to a downgrade of the CFR and other credit ratings. Social risks facing Aramark's food service and uniform and related services include a diverse set of workplace and food safety and waste water handling rules and regulations. Aramark has a track record of complying with applicable laws. Aramark maintains job-appropriate training of its large almost 250,000 person employee base and board oversight of its risk management practices. As a public company, Aramark provides transparency into its governance and financial results and goals. The board of directors is controlled by independent directors. In late 2019, there were 5 director and several executive officer changes, including of the Chairman, CEO and CFO. Among Aramark's stated near term capital allocation priorities are net financial leverage reduction, investing in the business and cash returns to shareholders. Moody's considers Aramark's financial strategies balanced and transparent. Aramark's financial leverage remains well in excess of the company's target range. The Ba2 rating on the senior secured credit facilities reflects their priority position in the debt capital structure and a loss given default ("LGD") assessment of LGD2. The notes are secured by a first lien pledge of substantially all of the company's domestic assets (excluding accounts receivable pledged for the securitization facility) and 65% of the stock of direct foreign subsidiaries. The Ba2 rating, one notch above the Ba3 CFR, benefits from loss absorption provided by the junior ranking debt and non-debt obligations. The B1 rating on the senior unsecured notes reflects a loss given default assessment of LGD5. The senior notes are guaranteed by substantially all of the domestic subsidiaries of the company (excluding the securitization subsidiaries). The loss given default assessment reflects effective subordination to all the secured debt and certain trade claims at default. If the preponderance of anticipated debt repayment at the time of the AUS spin results in a substantial reduction in the ratio of unsecured to total debt claims, the unsecured note ratings could be downgraded by one notch. The SGL-1 speculative grade liquidity rating reflects Aramark's very good liquidity profile, including from over $1.2 billion revolving credit facility expires mostly in 2026 ($53.7 million of the revolving commitments expire in 2023) and there is a $450 million accounts receivable securitization facility maturing in 2024. The revolving credit facilities have a net senior secured debt to EBITDA covenant, as amended. Moody's expects Aramark will maintain a good cushion with the covenant over the next 12 to 15 months. The fiscal first quarter is typically a seasonal borrowing peak for Aramark. The stable outlook reflects Moody's anticipation of strong revenue growth driving elevated debt to EBITDA down toward 5.0x in FY2023. The stable outlook also anticipates Aramark will repay debt when it completes the uniform business spin-off in FY 2023, maintain balanced financial strategies and a very good liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if revenue and profit rates recover to exceed their pre-pandemic levels and Moody's expects Aramark will maintain: 1) at least 1% to 2% revenue growth; 2) EBITA margins around 7%; 3) free cash flow of at least $400 million; and 4) debt to EBITDA below 4.5 times. The ratings could be downgraded if: 1) revenue remains pressured due to an expansion of adverse impacts from COVID-19, a loss of customers or declines in market share; 2) liquidity weakens; or 3) debt to EBITDA will be maintained above 5.5 times. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. The following ratings/assessments are affected by the action: Issuer: Aramark Services, Inc. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Outlook, Remains Stable Issuer: ARAMARK Canada Ltd. Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2) Outlook, Remains Stable Issuer: Aramark International Finance Sarl Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Outlook, Remains Stable Issuer: Aramark Investments Limited Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2) Outlook, Remains Stable Aramark (NYSE:ARMK), based in Philadelphia, PA, is a provider of food and related services to a broad range of institutions and the second largest provider of uniform and career apparel in the United States. Moody's expects fiscal 2022 (ends September) revenue of around $15 billion. ARCHDIOCESE OF SANTA FE: Taps JAG Zoning & Planning as Consultant ----------------------------------------------------------------- The Roman Catholic Church of the Archdiocese of Santa Fe seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to employ JAG Zoning & Planning, LLC as its consultant. The Debtor needs a consultant to assist in addressing and complying with state and local land use and subdivision statutes, ordinances, and regulations, and working with the City of Albuquerque on any regulatory issues that may arise in connection with certain real property and improvements located at 4000 St. Joseph's Place NW, Albuquerque, New Mexico. JAG will charge the Debtor $150 per hour for city planning and zoning work and $100 per hour for all other work performed. In addition, the firm will seek reimbursement for expenses incurred. Juanita Garcia, a member at JAG Zoning & Planning, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Juanita Garcia JAG Zoning & Planning, LLC 3300 Calle Vigo NW Albuquerque, NM 87104 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. ARTERA SERVICES: Moody's Alters Outlook on 'B3' CFR to Negative --------------------------------------------------------------- Moody's Investors Service has changed Artera Services, LLC's outlook to negative from stable. At the same time, Moody's has affirmed the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, B3 ratings on the senior secured first-lien revolver and term loans and Caa2 rating on the senior secured second-lien term loan. "The negative outlook reflects Artera's earnings deterioration, increased debt leverage and the refinancing risk of its revolver due in March 2023. Moody's will continue to closely monitor the company's efforts to increase prices to mitigate cost inflation, and the financial impact of its strategic reorientation of the gas transmission and electric businesses. Artera's adequate liquidity, including its large cash balance and available securitization program, is key to affirming its ratings at this stage. However, a rating downgrade could be triggered, if earnings continue to show weakness, free cash flow remains negative or little progress is made to extend the maturity of its revolver," says Jiming Zou, Moody's Vice President and lead analyst for Artera. Affirmations: Issuer: Artera Services, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD GTD Senior Secured 1st Lien Revolving Credit Facility, Affirmed B3 (LGD4) GTD Senior Secured 1st Lien Term Loan,, Affirmed B3 (LGD4) Senior Secured 1st Lien Term Loan,, Affirmed B3 (LGD4) GTD Senior Secured 1st Lien Notes, Affirmed B3 (LGD4) GTD Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD6) Outlook Actions: Issuer: Artera Services, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Artera's Q1 2022 earnings declined significantly and extended the weakness of the second half of 2021. EBITDA fell to about $9 million for Q1 2022 from $44 million for the comparable quarter a year ago, due to the rising material and fuel costs across business lines, the absence of new large gas transmission projects, and losses in its electric business. Adjusted debt/EBITDA was close to 10x based on the results of the last twelve months ending March 2022. Such weakness contrasted with the growth projection by management in mid-2021 when the company completed the acquisitions of Feeney and KRS. Artera continues to face the challenges of cost inflation in materials and fuels, volume declines in gas transmission segment and losses in electric business segment. Moody's will evaluate the company's efforts to mitigate cost inflation, reduce debt and preserve liquidity, as well as the company's strategy to exit its electric business and focus on maintenance, upgrade and service projects within gas transmission segment. Management has recently indicated that it will increase prices to mitigate inflation. It also plans to exit the loss-making electric business and shift its focus to maintenance, repair and upgrade projects for the gas transmission segment, only two years after expanding these businesses through acquisitions. The size and timing of an improvement in financial performance from this strategic reorientation is uncertain. Liquidity is adequate for business operations. Moody's estimates that the company had access to about $430 million of liquidity at the end of March 2022, including $178 million cash on hand, $105 million (assuming drawdown up to 35% of the principal) of the revolver and $150 million available borrowing base under its securitization program. However, management must stem negative cash flow from business operation and timely extend the March 2023 maturity of its revolver. The planned exit of its electric business by the end of 2022 may help improve liquidity. Artera's B3 CFR reflects its high debt leverage, expedited business expansions with execution risks and limited end market diversity given it focuses on maintenance, repair and upgrade services to gas and electric utilities. This work is typically covered by master service agreements and blanket contracts, but work order releases can fluctuate and exogenous factors such as weather can delay project completion, leading to periodic inefficiencies in labor and asset utilization and margin compression. Business risks include project safety and service quality, which will affect customer retention and operating results. Artera's credit profile is supported by the industry fundamentals as utilities focus on replacing aging infrastructure and outsourcing engineering and construction services to third parties. The recurring maintenance, repair and upgrade services for gas and electric distribution networks account for slightly above three quarters of Artera's sales. Exposure to risky large or fixed-price projects are about a quarter of its revenues. Artera's credit profile also reflects environmental, social and governance factors. In particular, there are execution risks associated with the aggressive growth through acquisitions over the past two years. The company has more than doubled its sales through debt-financed acquisitions. A number of the acquired companies had volatile performance histories. It will take time and efforts for Artera to integrate and realign acquired business to achieve the expected synergies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Artera's ratings could be downgraded if its operating performance remains weak or debt financed acquisitions, or shareholder dividends, result in funds from operations (cash flow from operations before working capital changes) being sustained below 10% of outstanding debt and its leverage ratio remaining above 6.0x. A deterioration in its liquidity profile could also result in a downgrade. Artera's ratings could experience upward pressure if the company maintains robust profit margins, generates funds from operations (cash flow from operations before working capital changes) in excess of 15% of outstanding debt, produces consistent free cash flow, and sustains a leverage ratio below 5.0x. Headquartered in Atlanta, Georgia, Artera Services, LLC is an independent provider of repair, maintenance, replacement, and installation services to the distribution and small transmission segment of the utility industry. The company operates primarily in the East, South, Southwest, and Midwest regions of the United States. Its customers are natural gas and electric utilities and midstream operators. The company generated pro forma revenues of about $2.4 billion in 2021. Clayton, Dublier & Rice ("CD&R") acquired the majority ownership of the company in 2018. The principal methodology used in these ratings was Construction published in September 2021. ARTISAN BUILDERS: Seeks to Hire Urban Blue Realty as Broker ----------------------------------------------------------- Artisan Builders, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Urban Blue Realty, LLC as its broker. The broker will render these services: (a) list the Debtor's real property for sale; (b) market and show the property; and (c) make all necessary efforts to obtain a buyer and negotiate a contract for the sale of the property. The broker will receive a sales commission in the amount of $3,000 per parcel while the buyer's agent will receive a sales commission of 3 percent of the property's purchase price. Bevla Reeves, a real estate agent at Urban Blue Realty, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bevla Reeves Urban Blue Realty, LLC 4455 E. Camelback Rd., D275 Phoenix, AZ 85018 Telephone: (480) 720-9416 Email: helloflatfee@gmail.com About Artisan Builders Artisan Builders, LLC, a Scottsdale, Ariz.-based full-service general contractor specializing in custom homes, sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-07501) on June 24, 2020. In the petition signed by James Guajardo, manager, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Brenda K. Martin oversees the case. The Debtor tapped Richard W. Hundley, Esq., at The Kozub Law Group, PLC, as its legal counsel. ASCENT RESOURCES: Moody's Ups CFR to B1 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service upgraded Ascent Resources Utica Holdings, LLC's Corporate Family Rating to B1 from B2, its Probability of Default Rating to B1-PD from B2-PD, its second lien term loan rating to B1 from B3, and its senior unsecured notes rating to B3 from Caa1. The outlook was changed to stable from positive. "Ascent's upgrade reflects our expectation that the company will maintain capital discipline and, use operating cash flow to reduce debt and improve financial resilience," commented Sreedhar Kona, Moody's senior analyst. "Good visibility to the company's cash flow outlook aided by its commodity hedge book and the prospect of debt reduction and its capital structure simplification contribute to the stable outlook." Upgrades: Issuer: Ascent Resources Utica Holdings, LLC Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Gtd. Senior Secured 2nd Lien Bank Credit Facility, Upgraded to B1 (LGD3) from B3 (LGD4) Gtd. Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Ascent Resources Utica Holdings, LLC Outlook, Changed to Stable from Positive RATINGS RATIONALE Ascent's upgrade to B1 CFR is precipitated by the company's continued focus on free cash flow generation through restrained capital spending and cost-efficient production. The company is poised to reduce debt burden in light of strong commodity price environment and deliver meaningful improvement in its credit profile. The company's stable outlook is based on the expectations of sustained capital spending discipline and free cash flow generation aided by the company's commodity hedges that provide strong cash flow visibility. The company will grow its production and reserves base modestly and should build financial capability to reduce debt and improve its debt leverage metrics. Ascent's B1 CFR reflects the company's natural gas weighted production profile which yields lower cash margins than an oil-weighted production base on an equivalent unit of production, notwithstanding the company's good capital efficiency. The company also has relatively high debt leverage metrics as compared to some of its natural gas producer peers. Ascent's rating is constrained by its single basin focus in the Utica Shale with modest take-away capacity constraints. The company has significant firm transportation (FT) commitments that, while providing flow assurance, could prove burdensome if the company's production drops. Ascent's production meets its FT requirements and will continue to meet them at current production levels. Ascent benefits from a significant reserve base in the highly productive, low-cost Utica Shale and a comprehensive hedging program that should provide meaningful protection to debt service and its drilling program through 2022. The company's commodity hedge position provides good visibility to company's cash flow through 2022 and to some extent 2023 as well. Ascent demonstrates competitive metrics and capital efficiency in comparison to its Appalachian peers. Ascent's $550 million second lien term loan due November 2025 is rated B1, the same as the CFR given the substantial cushion from the company's approximately $1.65 billion of unsecured notes that are subordinated to the second lien term loan. Ascent's senior unsecured notes are rated B3, two notches below the CFR, owing to the size of the priority claim of the company's $1.85 billion borrowing base senior secured revolving credit facility due April 2024 and the second lien term loan to the company's assets ahead of the notes. Ascent will maintain good liquidity and generate free cash flow through 2023. As of December 31, 2021, Ascent had $6 million of cash and $495 million drawn under its $1.85 billion borrowing base senior secured revolving credit facility expiring in April 2024. Under the credit agreement, Ascent is required to maintain its net debt/EBITDAX ratio below 4x and a current ratio above 1x. Moody's expects the company to remain in compliance with its financial covenants through 2023. The company's next significant maturity will be in 2024 when the revolver is due. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ascent's ratings could be upgraded if the company achieves substantial debt reduction improving its ability to maintain production and credit metrics through periods of weaker gas prices, and simplifies its capital structure. The company must generate significant free cash flow and sustain its retained cash flow (RCF) to debt ratio above 35%. Ascent's ratings could be downgraded if the company is unable to achieve consistent free cash flow generation and debt reduction or if natural gas fundamentals deteriorate significantly. Ratings could be downgraded if its RCF/debt ratio falls below 25%. A weakening of liquidity could also pressure the ratings Based in Oklahoma City, Oklahoma, Ascent Resources Utica Holdings, LLC is a private independent E&P company with operations in the Utica Shale in Eastern Ohio. The principal methodology used in these ratings was Independent Exploration and Production published in August 2021. ATL MUNICIPAL: Seeks to Tap Rubin and Rudman as Bankruptcy Counsel ------------------------------------------------------------------ ATL Municipal Sales, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Rubin and Rudman LLP as its bankruptcy counsel. The firm's services include: a) advising the Debtor with respect to its rights, powers and duties as debtor-in-possession in the continued operation of its business and management of its assets; b) advising the Debtor with respect to any plan of reorganization and any other matters relevant to the formulation and negotiation of a plan or plans of reorganization in the case; c) representing the Debtor at all hearings and matters pertaining to its affairs as debtor and debtor-in-possession; d) preparing, on the Debtor's behalf, all necessary and appropriate applications, motions, answers, orders, reports, and other pleadings and other documents, and reviewing all financial and other reports filed in this Chapter 11 case; e) advising the Debtor with respect to, and assisting in the negotiation and documentation of, financing agreements, debt and cash collateral orders and related transactions; f) reviewing and analyzing the nature and validity of any liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; g) advising the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its estate; h) advising and assisting the Debtor in connection with the potential disposition of any property; i) advising the Debtor concerning executory contract and unexpired lease assumptions, lease assignments, rejections, restructurings and recharacterization of contracts and leases; j) reviewing and analyzing the claims of the Debtor's creditors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; k) commencing and conducting any and all litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization; and l) performing all other legal services and providing all other necessary legal advice to the Debtor as debtor-in-possession which may be necessary in the Debtor's bankruptcy proceeding. The firm will seek compensation based upon its normal and usual hourly billing rates, and will seek reimbursement of expenses. Joseph S.U. Bodoff, Esq., a partner of Rubin and Rudman, assured the court that the firm is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Joseph S.U. Bodoff, Esq. Rubin and Rudman LLP 53 State Street Boston, MA 02109 Phone: (617) 330-7038 Email: jbodoff@rubinrudman.com About Atlantic Broom Service Atlantic Broom Service, Inc. offers roadway maintenance products, including replacement street sweeper brooms, blades and supplies for snow plows or traffic and highway signage for towns, cities, contracting companies, property management firms and more. Atlantic Broom Service filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 22-10173) on Feb. 15, 2022, listing up to $500,000 in assets and up to $10 million in liabilities. Clement G. Kilcy, president, signed the petition. Rubin and Rudman LLP serves as the Debtor's legal counsel. BARRACUDA PARENT: Moody's Assigns B3 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Barracuda Parent, LLC ("Barracuda") and a B2 rating on its first lien debt and Caa2 rating on its second lien debt. The debt is being used along with new equity to finance private equity firm KKR's acquisition of the company from Thoma Bravo. Upon closing and repayment of existing debt, all existing Barracuda Networks, Inc. ratings from Thoma Bravo ownership will be withdrawn. The ratings outlook is stable. RATINGS RATIONALE Barracuda's B3 CFR is driven by the company's very high leverage at close of the KKR acquisition, offset by its strong niche position in the cyber security industry for mid-sized companies. Pro forma debt to EBITDA excluding transaction, restructuring and stock based compensation expenses was over 9x based on October 2021 LTM results but over 11x including those items. Cash EBITDA based metrics were estimated around 1x lower. Free cash flow to debt pro forma for the new capital structure was approximately 2.5% over the same period. Moody's expects leverage to trend toward 8x over the next 12-18 months driven by mid to high single digit revenue growth. Barracuda will likely continue to be acquisitive which could lead to leverage remaining elevated for an extended period. Barracuda is a specialty provider of security and storage appliances and software to mid-market companies. The company's backup, firewall and email security products are tailored in capabilities and price points to the needs of mid-sized companies. Though Barracuda is much smaller than many of its security and storage peers, it has a leading market position in its target mid-market niche. Security and data protection spending is expected to grow at mid to high single digit rates over the next several years driven by constantly evolving cyber threats, compliance requirements and the shift of corporate workloads to the cloud. EBITDA and cash flow growth may be muted in the next year however as the company ramps up investments in sales, marketing and R&D to support growth in the business and address competitive pressures. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation of mid to high single digit growth in revenues and EBITDA with debt to pro forma EBITDA trending towards 7.5x. The ratings could be upgraded if Barracuda maintains solid growth in revenues and EBITDA and leverage is on track to get below 7.5x (below 6.5x on a cash EBITDA basis) and free cash flow to debt approaches 5%. The ratings could be downgraded if leverage exceeds 10x on other than a temporary basis and free cash flow is negative. Liquidity is good based on an expected $50 million of cash at close of the transaction, moderate levels of free cash flow and an undrawn $150 million revolver. The first lien debt B2 ratings, one notch above the CFR reflect its senior most position in the capital structure. The Caa2 rating on the second lien debt reflects its junior position in the capital structure. Similar to most security software providers, Barracuda has limited environmental risk. Social risks are considered moderate, in line with the software sector. Broadly the main credit risks stemming from social issues are linked to reputational risk, data security, diversity in the workplace, and access to highly skilled workers. Barracuda will be privately held and will not have an independent Board of Directors. Moody's expects financial policies will be aggressive under private equity ownership as evidenced by the very high leverage at closing of the acquisition. The following ratings were assigned: Assignments: Issuer: Barracuda Parent, LLC (KKR) Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility. Assigned B2 (LGD3) Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: Barracuda Parent, LLC (KKR) Outlook, Assigned Stable Barracuda is a provider of storage and security appliances and software. The company, headquartered in Campbell, CA. is being acquired by private equity firm KKR. Barracuda had GAAP revenues of $510 million for the twelve months ended October 31, 2021. The principal methodology used in these ratings was Software Industry published in August 2018. BERGIO INTERNATIONAL: Incurs $2.1 Million Net Loss in First Quarter ------------------------------------------------------------------- Bergio International, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.08 million on $2.10 million of total net revenues for the three months ended March 31, 2022, compared to a net loss of $477,622 on $1.15 million of total net revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $10.10 million in total assets, $5.33 million in total liabilities, and $4.77 million in total stockholders' equity. At March 31, 2022 the Company had working capital deficit of $1,240,849 as compared to $2,363,877 at Dec. 31, 2021. This decrease in working capital deficit is primarily attributed to the decrease in liabilities. For the three months ended March 31, 2022, the Company used $1,071,273 in cash for operations as compared to $251,308 in cash used for operations for the three months ended March 31, 2021. This increase in cash used in operations is primarily attributed to increase in net loss, increase in amortization expense of $27,364, increase in amortization of debt discount and deferred financing cost of $158,838, increase in non-cash interest upon conversion of debt of $1,025,660, increase in non-controlling interest of $416,457 offset by decrease in derivative expense of $108,466, decrease in change in fair value of derivative liabilities of $305,583, decrease in gain from extinguishment of debt $192,554, decrease in inventory of $95,313, decrease in prepaid expenses of $19,186, decrease in accounts payable and accrued liabilities of $266,140. For the three months ended March 31, 2021, the Company used $251,308 in cash for operations. The cash used in operations is primarily attributed to increase in accounts receivable and inventories partially offset by the decrease in prepaid expenses and other current assets. For the three months ended March 31, 2022, the Company used $0 in cash for investing activities as compared to $40,169 of cash in investing activities for the three months ended March 31, 2021 for purchase of property and equipment. Cash provided by financing activities for the three months ended March 31, 2022 was $573,933 as compared to $1,052,399 for the three months ended March 31, 2021. This decrease is primarily the result of net proceeds received from convertible notes of $76,250, sale of preferred stock of $815,000, proceeds from loans $381,600 offset partially by repayments of loans payable of $336,553, repayment of secured notes of $110,000, repayment of note of $154,934 and repayment of advances to CEO of $97,430. Cash provided by financing activities for the three months ended March 31, 2021 was $1,052,399 and was primarily the result of increases in funds raised proceeds from the proceeds from notes payable of $1,515,500, sale of common stock of $244,203 offset partially by an increase in repayments of loans payable, debt and convertible debt for a total of $717,403. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001431074/000121390022024510/f10q0322_bergiointer.htm About Bergio International Based in Fairfield, New Jersey, Bergio International, Inc. -- www.bergio.com -- is engaged in the exploration of mineral properties. On Oct. 21, 2009, the Company entered into an exchange agreement with Diamond Information Institute, Inc., whereby the Company acquired all of the issued and outstanding common stock of Diamond Information Institute and changed the name of the company to Bergio International, Inc. On Feb. 19, 2020, the Company changed its state of incorporation to the State of Wyoming. Bergio reported a net loss of $3.56 million in 2021, a net loss of $148,050 in 2020, and a net loss of $3.03 million in 2019. As of Dec. 31, 2021, the Company had $10.77 million in total assets, $7.03 million in total liabilities, and $3.74 million in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. BEST CAPITAL: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Best Capital Group, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral retroactive to the petition date in accordance with the proposed budget, with a 10% variance and provide adequate protection. The Debtor requires the use of cash collateral to fund its operating expenses and costs of administration in its Chapter 11 case. These creditors may claim blanket liens against the Debtor's assets: Claimant Claim Amount UCC-1 Filing Date -------- ------------ ----------------- Cloudfund, LLC $299,250 3/04/2022 First Corporate Solutions Unknown 3/18/2022 Corporation Service Company Unknown 3/23/2022 Grover Capital, LLC $149,900 3/30/2022 Independent Funding Group $175,000 4/01/2022 The Debtor disputes the Secured Creditors' scheduled claims. The Debtor says it is undetermined that any of the Secured Creditors are truly secured. The Debtor estimates that the Secured Creditors' collective claims are secured by $1,166,278 in assets. The Secured Creditor Assets include $500 in cash, $665,778 in accounts receivables, which the Debtor expects to collect, and $500,000 in inventory. As adequate protection for the use of cash collateral, the Debtor offers the Secured Creditors: a. Post-petition replacement liens on the Secured Creditor Assets to the same extent, validity, and priority as existed pre-petition; b. The right to inspect the Secured Creditor Assets on 48 hours notice, provided that said inspection does not interfere with the operations of the Debtor; and c. Copies of monthly financial documents generated in the ordinary course of business and other information as the Secured Creditors reasonably request with respect to the Debtor's operations. A copy of the motion is available at https://bit.ly/3Mf4j6I from PacerMonitor.com. About Best Capital Group, LLC Best Capital Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01797) on May 3, 2022. In the petition signed by Pratikbhai S. Patel, president, the Debtor disclosed $1,409,369 in assets and $2,296,151 in liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, PA is the Debtor's counsel. BITNILE HOLDINGS: Holds 5.27% Stake in Verb Technology ------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, BitNile Holdings, Inc., et al., reported beneficial ownership of shares of common stock of Verb Technology Company, Inc. as of April 25, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------------- BitNile Holdings, Inc. 5,333,334 5.27% Digital Power Lending, LLC 5,333,334 5.27% Milton C. Ault, III 5,333,334 5.27% Kenneth S. Cragun 259,590 Less Than 1% The percentages are calculated based on 101,157,904 shares of Common Stock reported to be outstanding after giving effect to the completion of the offering described in the Issuer's Prospectus, filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on April 22, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/896493/000121465922006389/b55227sc13g.htm About BitNile Holdings BitNile Holdings, Inc. (formerly known as Ault Global Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com. BitNile reported a net loss of $23.97 million for the year ended Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec. 31, 2020, a net loss of $32.94 million for the year ended Dec. 31, 2019, and a net loss of $32.98 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $490.28 million in total assets, $145.11 million in total liabilities, $116.72 million in redeemable noncontrolling interests in equity of subsidiaries, and $228.45 million in total stockholders' equity. BLACK KNIGHT: Moody's Puts 'Ba2' CFR Under Review for Upgrade ------------------------------------------------------------- Moody's Investors Service placed Black Knight, Inc.'s Ba2 corporate family rating and Ba2-PD probability of default rating, the Ba1 senior secured bank credit facility rating and the Ba3 senior unsecured rating on review for upgrade. The outlook was revised to rating under review from stable. Black Knight and Intercontinental Exchange, Inc. ("ICE", A3 stable) announced that ICE has agreed to purchase Black Knight in a cash-and-stock transaction. The acquisition is subject to Black Knight shareholder approval as well as certain regulatory approvals and is expected to close in the first half of 2023. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating review reflects Moody's anticipation that, following the close of the acquisition by ICE, Black Knight's rated debt could remain an obligation of ICE with or without the explicit support of ICE, be exchanged for ICE debt, be repaid, or be refinanced. If the rated Black Knight debt remains outstanding after the purchase closes, it would benefit from the positive credit impact of ICE as a potential source of debt service, whether or not ICE provides explicit support, such as a guarantee. Moody's expects to conclude the review once ICE's plan for the Black Knight debt is announced or effected. Moody's expects to withdraw Black Knight's ratings if the debt is repaid. All financial metrics cited reflect Moody's standard adjustments. The ratings could be upgraded if ICE assumes the Black Knight debt, possibly by more than one notch. The ratings could also be upgraded if Moody's anticipates: (1) balanced financial policies; (2) sustained growth in revenues and profitability; (3) greater financial flexibility from a lower proportion of secured to total debt; and (4) debt to EBITDA will remain below 3.0 times. Given the rating under review for upgrade, a negative rating action is not considered likely in the near term. However, the ratings could be downgraded if Moody's expects: (1) financial policies become more aggressive; (2) revenue or profitability declines; (3) debt to EBITDA will be maintained above 4 times; or (4) liquidity becomes constrained. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. The following ratings/assessments are affected by the action: Issuer: Black Knight, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Ba2 Probability of Default Rating, Placed on Review for Upgrade, currently Ba2-PD Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Ba1 (LGD3) Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba3 (LGD5) Outlook, Changed To Rating Under Review From Stable Black Knight provides mission critical integrated software, data, and analytics to the mortgage and real estate industries. BLACK NEWS: Committee Taps Norton Rose Fulbright US as Counsel -------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of Black News Channel, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Norton Rose Fulbright US, LLP as its counsel. The firm will render these legal services: (a) advise the committee with respect to its rights, duties, and powers in the case; (b) assist and advise the committee in its consultations with the Debtor and its professionals relative to the administration of the case; (c) assist with the committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of its business and any other matters relevant to this case; (d) investigate the Debtor's prepetition transactions; (e) assist the committee in its analysis of and negotiations with the Debtor or any third-party concerning matters related to, among other things, the terms of a sale, plan of reorganization or liquidation, or other conclusion of this case; (f) represent the committee at all hearings and other proceedings; (g) review and analyze all applications, orders, statements of operations, and schedules filed with the court and advise the committee as to their propriety; (h) assist the committee in preparing agreements, motions, applications, orders, complaints, answers, briefs, and pleadings as may be necessary in furtherance of the committee's interests and objectives; and (i) perform such other legal services as may be required under the circumstances of this case. The hourly rates of the firm's counsel and staff are as follows: Eric Daucher $960 Howard Seife $960 Francisco Vazquez $930 Derek Cash $820 Michael Berthiaume $640 In addition, the firm will seek reimbursement for expenses incurred. Eric Daucher, Esq., a partner at Norton Rose Fulbright US, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric C. Daucher, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, NY 10019 Telephone: (212) 408-5405 Email: eric.daucher@nortonrosefulbright.com About Black News Channel Black News Channel, LLC is a news network and the only provider of 24/7 multiplatform programming dedicated to covering the unique perspectives, challenges and successes of Black and Brown communities. Black News Channel sought Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 22-40087) on Mar. 28, 2022. In the petition signed by Maureen Brown, vice president of finance, it listed estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. Judge Karen K. Specie oversees the case. Richard R. Thames, Esq., at Thames Markey, P.A., is the Debtor's counsel. On April 12, 2022, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors. The committee tapped Norton Rose Fulbright US LLP as its counsel. BLACKSTONE MORTGAGE: Fitch Assigns 'BB' LT IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has assigned Blackstone Mortgage Trust, Inc. (BXMT) a first-time Long-Term Issuer Default Rating (IDR) of 'BB'. The Rating Outlook is Stable. Concurrently, Fitch has assigned a 'BB'/'RR4' rating to BXMT's secured debt and a 'BB-'/'RR5' rating to its unsecured debt. KEY RATING DRIVERS The ratings reflect BXMT's relationship with The Blackstone Group Inc. (Blackstone; 'A+'/Stable) and its affiliate manager, BXMT Advisors L.L.C., which provides BXMT with access to deal flow, investment resources, risk management tools, and bank relationships as part of one of the largest global real estate platforms. The rating also reflects BXMT's solid asset quality supported by robust underwriting standards; solid earnings; a well-laddered funding profile and solid liquidity. Rating constraints include BXMT's narrow focus on the commercial real estate (CRE) market, with concentrated exposures to office and hotel properties, against the backdrop of evolving real estate trends; a predominantly secured funding profile; the potential for margin calls on secured credit facilities associated with collateral loan nonperformance or material credit deterioration; and the distribution requirements associated with being a real estate investment trust (REIT). BXMT's asset quality continues to be strong. Fitch believes credit performance is supported by strong underwriting standards, as the portfolio had an average loan-to-value ratio of 64.6% at 1Q22. Impaired and nonperforming loans were 1.1% at 1Q22, down from 1.9% at YE20 but up from a four-year average of 0.8% between 2018-2021. BXMT's portfolio is relatively concentrated by CRE property type, with office, multi-family and hotel properties accounting for 42%, 26% and 16% of the portfolio value at 1Q22, respectively. Fitch believes there are longer-term uncertainties related to office properties and hotels, given the impact of the pandemic on work patterns and business travel, which could affect asset quality metrics over the medium term. Still, Fitch believes BXMT's conservative underwriting should help mitigate the risks. Fitch views favorably the increasing share of multi-family in BXMT's portfolio given the segment's continued solid performance. The portfolio is relatively diverse by geography. BXMT has increased originations across sunbelt states, which represented 27% of the portfolio at 1Q22, up from 17% at YE19, as the firm has focused on higher growth locations since the pandemic. BXMT also originates loans outside the U.S., primarily in Europe, comprising 27% of the investment portfolio at 1Q22. Pretax returns on average assets were 2.1% for the trailing 12 months (TTM) ended March 31, 2022, up from 0.8% in 2020 and compared to a four-year average of 1.8%, which was within Fitch's 'bb' category earnings benchmark range of 1.0%-2.5% for balance sheet heavy finance and leasing companies. The recent improvement reflects a decline in the current expected credit loss (CECL) reserve and an increase in interest income given portfolio growth. To account for non-cash adjustments, Fitch also considers distributable earnings as a percentage of average assets, which were 2.0% for the TTM ended 1Q22, down slightly from 2.1% in 2020. BXMT's leverage (gross debt-to-tangible equity including off-balance sheet, non-recourse funding comprised of CLO liabilities, senior syndications and securitizations) was 4.5x at 1Q22, which was within Fitch's 'bbb' category benchmark range of 3x-5x for balance sheet heavy finance and leasing companies. Leverage was up from 3.6x at YE20 driven largely by growth in non-recourse borrowings to support portfolio expansion. While BXMT's baseline leverage is higher than rated peers, leverage would be lower, at 3.4x, if all non-recourse borrowings were excluded from the calculation. BXMT's unsecured funding is below the peer average, representing approximately 4.4% of total debt at 1Q22, which is within Fitch's 'b or below' benchmark range of less than 10% for balance sheet heavy finance and leasing companies. While Fitch views BXMT's ability to access the unsecured debt markets favorably, an increase in the unsecured funding mix would enhance its financial flexibility, which would be a credit positive. As a REIT, BXMT is required to distribute at least 90% of its net taxable income to shareholders, which constrains the firm's ability to build equity. At March 31, 2022, the company had $309.4 million of cash and cash equivalents, $ 1.2 billion of borrowing capacity on its funding lines, and $300.9 million of issuance capacity on its at-the-market agreements, which Fitch believes is sufficient to address funding needs, including $1.4 billion in contractual obligations and commitments due in less than one year. The Stable Outlook reflects Fitch's expectations for continued strong asset quality, consistent earnings performance, the maintenance of Fitch-calculated leverage at-or-below 5x and a solid liquidity profile. The rating on the secured debt is equalized with the Long-Term IDR, indicating Fitch's expectation for average recovery prospects. The rating on the unsecured debt is notched down from BXMT's Long-Term IDR, and reflects the predominantly secured funding mix and the limited size of the unencumbered asset pool, which suggests below average recovery prospects in a stressed scenario. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Sustained increase in the proportion of unsecured debt at or above 25% of total debt; -- Measured and appropriately risk-adjusted diversification into other CRE asset classes or expansion of business model; -- Sustained decrease in Fitch-calculated leverage at-or-below 4.0x. Positive rating action would also be conditioned on maintenance of strong asset quality performance, consistent earnings, and a solid liquidity profile. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Sustained increase in Fitch-calculated leverage above 5.0x and/or a sustained increase in company-calculated leverage above 4.0x excluding all non-recourse debt and net of cash; -- Inability to maintain sufficient liquidity relative to near- term debt maturities, unfunded commitments and margin call potential associated with collateral loan nonperformance or material credit deterioration; -- Material deterioration in credit performance whereby impaired and nonperforming loans are above 4.0% of loans for an extended period; -- Sustained reduction in pretax returns at or below 1.0%. The secured and unsecured debt ratings are primarily linked to changes in the Long-Term IDR and would be expected to move in tandem. However, a material change in the funding mix or collateral pool for each class of debt could result in the ratings being notched up or down from the IDR depending on how recovery prospects are impacted. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING RECOVERY ---- ------ -------- Blackstone Mortgage LT IDR BB New Rating Trust, Inc. senior unsecured LT BB- New Rating RR5 senior secured LT BB New Rating RR4 BUKACEK FITNESS: Seeks to Hire Turner Legal Group as Counsel ------------------------------------------------------------ Bukacek Fitness, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Turner Legal Group, LLC as its counsel. The firm will render these legal services: (a) perform all necessary services as the Debtor's Nebraska bankruptcy counsel; (b) advise the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; (c) attend meetings and negotiate with creditors and other parties-in-interest; (d) take all necessary action to protect and preserve the Debtor's assets; (e) prepare legal papers; (f) take any necessary action on behalf of the Debtor to obtain approval of a disclosure statement and confirmation of a plan of reorganization on behalf of the Debtor; (g) represent the Debtor in connection with any potential post-petition financing; (h) appear before this court, appellate courts and any other courts to protect the interests of the Debtor and its estate; and (i) perform any and all other necessary legal services in connection with the Debtor's cases and reorganization. Prior to the petition date, the firm received a retainer of $12,500, plus filing fee of $1,738. The firm will be billed at its hourly rate of $275. Patrick Turner, Esq., an attorney at Turner Legal Group, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick R. Turner, Esq. Turner Legal Group, LLC 139 S. 144th Street, Suite 665 Omaha, NE 68010 Telephone: (402) 690-3675 Email: pturner@turnerlegalomaha.com About Bukacek Fitness Bukacek Fitness, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Neb. Case No. 22-80333) on May 1, 2022, listing up to $500,000 in assets and up to $1 million in liabilities. Patrick R. Turner, Esq., at Turner Legal Group, LLC serves as the Debtor's legal counsel. CHENIERE ENERGY: Moody's Hikes CFR to Ba2 & Alters Outlook to Pos. ------------------------------------------------------------------ Moody's Investors Service upgraded Cheniere Energy, Inc.'s (CEI) Corporate Family Rating to Ba2 from Ba3 and its Probability of Default Rating to Ba2-PD from Ba3-PD, and affirmed Ba3 rating on CEI's senior notes. The Speculative Grade Liquidity (SGL) rating was upgraded to SGL-2 from SGL-3, and the outlook on all ratings was changed to positive from stable. "Moody's expects that Cheniere Energy, Inc. will continue to benefit from rising demand for US liquified natural gas exports. The holding company is well positioned to accrue additional cash flow in its marketing operations in 2022-23 and create substantial financial flexibility to accelerate debt reduction or fund the recently announced expansion of capacity at its Corpus Christi facility," said Elena Nadtotchi, Moody's Senior Vice President. Upgrades: Issuer: Cheniere Energy, Inc. 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-2 from SGL-3 Affirmations: Issuer: Cheniere Energy, Inc. Senior Unsecured Regular Bond/Debenture (Changed from Senior Secured), Affirmed Ba3 (LGD4 from LGD3) Outlook Actions: Issuer: Cheniere Energy, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE The upgrade of CEI's CFR to Ba2 recognizes improved diversification of earnings of the holding company, that receives distributions from Cheniere Energy Partners, L.P. (CQP, Ba2 positive), where it holds approximately a 51% stake, as well as from its wholly owned operating subsidiaries Cheniere Corpus Christi Holdings, LLC (CCH, Baa3 stable) and Cheniere Marketing (unrated). The upgrade also acknowledges CEI's focus on debt reduction and deleveraging. Moody's expects that the company's leverage will be trending below 5x debt/EBITDA on a consolidated basis in the next 12-18 months, supported by additional earnings and cash flow generation in the Marketing operations. After significant debt prepayments in 2021, CEI's stand-alone leverage should trend below 1x debt/EBITDA. However, by largely debt-financing the construction of the nine operating liquefaction trains across the two project sites to date, CEI has accumulated almost $23 billion of project level debt, in addition to $4.2 billion of intermediate holding company debt at CQP, all of which is structurally senior to the $2 billion debt outstanding at CEI as of March 31, 2022. While debt at CEI is structurally subordinated to substantial amounts of secured project level debt and intermediate holding company debt, CEI's debt service is well supported by cash flow generated under long-term, take-or-pay contracts with largely investment grade counterparties across nine fully operational natural gas liquefaction (LNG) trains, as well as by cash flow generated by its Marketing subsidiary. Through its ownership and operation of two US-based LNG export facilities, Sabine Pass Liquefaction LLC (SPL, Baa3 positive) and CCH, CEI is established as one of the world's largest LNG exporters. Over 90% of its liquefaction capacity is contracted through the mid-2030s, with the remainder marketed by Cheniere Marketing under arm-length contracts. CEI's liquidity position is good, as evidenced by its SGL-2 Speculative Grade Liquidity Rating. As of March 31, CEI had consolidated balance sheet cash of $2.5 billion (including $1.2 billion cash at CQP) and a fully undrawn $1.25 billion secured revolving credit facility (unrated). CEI's notes will mature in 2028. CEI's $2 billion senior unsecured notes are rated Ba3, one notch below the CFR, and rank behind its $1.25 billion secured revolving credit facility. The senior secured notes became unsecured and released collateral in June 2021. The positive outlook reflects Moody's expectation of CEI's continued robust operating performance in 2022-23 and of a further deleveraging across the capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if consolidated debt/EBITDA is maintained below 5x; rating upgrades at SPL, CCH and CQP could accelerate upgrade potential for Cheniere Energy. An increase in leverage above 6.5x debt/EBITDA on consolidated basis or 6x debt/EBITDA on proportionate consolidation basis, as a result of a change in financial policy, a material disruption in LNG liquefaction operations or a deviation in LNG offtake contracting strategy that weakens cash flow certainty could prompt a ratings downgrade. Cheniere Energy, Inc. is headquartered in Houston, Texas. The Sabine Pass liquefaction export terminal is located in Cameron Parish, Louisiana. The Corpus Christi liquefaction export terminal is located in Corpus Christi, Texas. The principal methodology used in these ratings was Midstream Energy published in February 2022. CLUBHOUSE MEDIA: Incurs $3.5 Million Net Loss in First Quarter -------------------------------------------------------------- Clubhouse Media Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.50 million on $813,477 of net total revenue for the three months ended March 31, 2022, compared to a net loss of $5.80 million on $523,376 of net total revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $855,146 in total assets, $12.11 million in total liabilities, and a total stockholders' deficit of $11.25 million. "We are pleased with our first quarter results that demonstrate our commitment to growing our business in a sustainable way while managing our expenses," said Amir Ben-Yohanan, CEO of Clubhouse Media. "The revenue growth was mainly driven by the higher quantity of, and more substantial value of, brand and agency deals with creators, as well as the growth of our Honeydrip platform. We expect that the further expansion of our sales team will be a key driver of revenue growth in future quarters." "On the expense side, the closure of the costly physical content houses post-COVID-19, coupled with lower marketing expenses and decreased reliance on third party consultants all contributed to an improved cost base in the first quarter of 2022," added Dmitry Kaplun, chief financial officer of Clubhouse Media. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1389518/000149315222012169/form10-q.htm About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. offers management, production, and deal-making services to its handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space. Clubhouse Media reported net loss of $22.25 million for the year ended Dec. 31, 2021, compared to a net loss of $2.58 million for the period from Jan. 2, 2020 (inception) to Dec. 31, 2020. As of Dec. 31, 2021, the Company had $1.52 million in total assets, $10.67 million in total liabilities, and a total stockholders' deficit of $9.15 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has an accumulated deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COINBASE GLOBAL: No Risk of Bankruptcy Despite 'Black Swan' Event ----------------------------------------------------------------- Tim Smith of Bloomberg News reports that Coinbase Global Inc. Chief Executive Officer Brian Armstrong said there is "no risk of bankruptcy" for the largest U.S. cryptocurrency exchange, even amid a "black swan" event that saw Bitcoin drop below $30,000 on Tuesday, May 10, 2022, for the first time since the middle of 2021. Coinbase will take additional steps to ensure that it offers protection for its retail customers that match those offered to Prime and Custody consumers, Armstrong said in Twitter thread late Tuesday, May 10, 2022. About Coinbase Global Inc. Coinbase Global, Inc. is a newly public company and one of the largest online cryptocurrency exchanges in the world. CONDADO ROYAL: Seeks to Hire Lamoutte LLC as Notary Public ---------------------------------------------------------- Condado Royal Palm, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Lamoutte, LLC as notary public. The Debtor needs the assistance of a notary public to execute the sales deed for the real property of the estate and subscribe any preparatory documents or deeds as may be required for completing the sale. Lamoutte will be paid a 0.5 percent fee, plus out-of-pocket expenses. Carlos Lamoutte, a member at Lamoutte, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carlos Lamoutte Lamoutte, LLC P.O. Box 9022185 San Juan, PR 00902 Telephone: (787) 688-6036 About Condado Royal Palm Condado Royal Palm, Inc., primarily engaged in renting and leasing real estate properties, filed a petition for Chapter 11 protection (Bankr. D.P.R. Case No. 22-01282) on May 4, 2022, listing $8,300,995 in total assets and $15,493,286 in total liabilities. Jose A. Ramirez de Arellano, president, signed the petition. Judge Mildred Caban Flores oversees the case. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC serves as the Debtor's counsel. COPPER MECHANICAL: Disclosure Filing Extended to September 6, 2022 ------------------------------------------------------------------ Judge Nancy Hershey Lord, on April 29, 2022, entered an order, that the Copper Mechanical, Inc.'s time to file a Chapter 11 Plan of Reorganization and a Disclosure Statement is extended to and including Sept. 6, 2022. The extension granted is without prejudice to further requests that may be made pursuant to section 1121(e) of the Bankruptcy Code by the Debtor or any party in interest, for cause shown, upon notice and a hearing. About Copper Mechanical Copper Mechanical, Inc. sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-41797) on July 12, 2021, listing under $1 million in both assets and liabilities. Judge Nancy H. Lord oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC as counsel and Wisdom Professional Services Inc. as accountant. CQP HOLDCO: Moody's Affirms B2 CFR & Alters Outlook to Positive --------------------------------------------------------------- Moody's Investors Service affirmed CQP Holdco LP's ratings, including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 senior secured ratings. The outlook was changed to positive from stable. Affirmations: Issuer: CQP Holdco LP Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD4) Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD4) Outlook Actions: Issuer: CQP Holdco LP Outlook, Changed To Positive From Stable RATINGS RATIONALE The change in the outlook to positive follows the corresponding assigning of a positive outlook to the ratings of Cheniere Energy Partners, L.P. (CQP, Ba2 positive), reflecting increased distributions made by CQP to CQP Holdco that result in a gradual deleveraging of CQP Holdco. The B2 CFR is supported by the predictability and recurring nature of the long-dated, contractually derived cash flow distributed through CQP to CQP Holdco, which holds a 41% limited partner (LP) stake in CQP. The market value of its investment in CQP approximates $11 billion (as of May 2022), allowing for good collateral coverage of its debt, with a 35% loan-to-value on CQP Holdco's $3.9 billion in secured debt. The stability and magnitude of this cash flow stream is tempered by the extent to which CQP Holdco's secured debt is structurally subordinated to CQP's debt and project debt that has financed CQP's principal asset, its Sabine Pass liquefied natural gas (LNG) export facility, Sabine Pass Liquefaction LLC (SPL, Baa3 positive). CQP Holdco's rating is further supported by the substantial governance rights it maintains over CQP's operations and strategic planning by virtue of its majority membership on the CQP Executive Committee of the Board of Directors, and the significant extent of its influence on the CQP Board itself. The positive outlook reflects Moody's expectation that the increased distributions from CQP will support gradual deleveraging over 2022-2023. CQP Holdco's senior secured term loan facility and senior secured notes are both rated B2, at the same level as the CFR. The facility and the notes represent all debt of the company, rank pari passu and benefit from the first lien pledge of all the equity interests in CQP and the pledge of equity in the borrowers. Moody's expects CQP Holdco to maintain adequate liquidity. The company derives its cash flow from distributions received by CQP from its operating subsidiaries, which are then distributed by CQP to its unitholders, including CQP Holdco. Funds from operations (FFO), which are projected to exceed $600 million in 2022, readily cover projected CQP Holdco's interest and required minimum term loan amortization. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of CQP's ratings or a reduction in CQP Holdco's leverage could lead to an upgrade of CQP Holdco's ratings. A deterioration in the financial performance of CQP Holdco caused by a blockage of distributions from SPL or CQP to CQP Holdco or the downgrade of either SPL or CQP would likely cause a downgrade of CQP Holdco's ratings. CQP Holdco LP is jointly owned by Blackstone Infrastructure and Brookfield Infrastructure. CQP Holdco now owns 41% of CQP's common units. The principal methodology used in these ratings was Midstream Energy published in February 2022 DEBOER AGRICULTURAL: Taps Ivan Kahn as Business Consultant ---------------------------------------------------------- DeBoer Agricultural Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ivan Kahn Consultants as its controller and business consultant. The firm will render these services: (a) assist the Debtor with preparation, as necessary, of any bankruptcy required reporting; (b) review of financial information pertaining to the Debtor's assets, liabilities, cash flows, financial statements, and projections; (c) assist the Debtor in developing and maintaining a cash budget and operating projection, and approval of disbursements and cash controls; (d) analyze assets that may be available to provide liquidity; (e) analyze certain liabilities; (f) assist the Debtor and bankruptcy counsel with preparation for hearings, bank or creditor meetings, and creation of supporting exhibits; (g) assist the Debtor with exploring alternative financing, or a sale of the business or assets, if appropriate; (h) review financial information exchanged between the Debtor and its creditors, any regulatory agencies, consultants, prospective investors or other third parties, as may be necessary or appropriate; and (i) assist the Debtor in other business and financial aspects of this Chapter 11 case. Ivan Kahn, controller, will be billed at his hourly rate of $100. In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, Kahn Consultants received $5,856.70 from the Debtor in payments for professional services. Mr. Kahn disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About DeBoer Agricultural Holdings DeBoer Agricultural Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40633) on March 27, 2022, listing up to $10 million in both assets and liabilities. Durk DeBoer, president, signed the petition. Judge Edward L. Morris oversees the case. The Debtor tapped Vickie L. Driver, Esq., at Crowe & Dunlevy, PC as legal counsel and Ivan Kahn Consultants as its controller and business consultant. DELCATH SYSTEMS: Four Proposals Passed at Annual Meeting -------------------------------------------------------- Delcath Systems, Inc. held its Annual Meeting of Stockholders, at which the stockholders: (1) elected Gerard Michel and Gilad Aharon, Ph.D as Class I directors to serve on the Board of Directors of the Company for a term expiring at the Company's 2025 annual meeting of stockholders and until their successors are duly elected and qualified; (2) approved the adoption of the Delcath Systems, Inc. 2021 Employee Stock Purchase Plan; (3) ratified the selection of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending Dec. 31, 2022; and (4) approved, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Proxy Statement. About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System, or Melphalan/HDS, is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, Melphalan/HDS is approved for sale under the trade name Delcath CHEMOSAT Hepatic Delivery System for Melphalan. Delcath Systems reported a net loss of $25.65 million for the year ended Dec. 31, 2021, compared to a net loss of $24.16 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $33.12 million in total assets, $21.17 million in total liabilities, and $11.95 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DIEBOLD NIXDORF: S&P Cuts ICR to 'CCC+', On CreditWatch Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CCC+' from 'B-'. At the same time, S&P lowered its ratings on Diebold's secured debt to 'CCC+' from 'B-' and on the unsecured debt to 'CCC-' from 'CCC'. S&P also placed all its ratings on Diebold on CreditWatch with negative implications. Diebold's business experienced significant operating challenges including inflationary cost pressures amid persistent supply chain issues and macroeconomic uncertainty that we expect will likely continue. The company also hired financial advisors to explore refinancing options for its upcoming debt maturities in 2023 and 2024. While S&P has not reviewed management's refinancing plans, it believes there is higher probability of a debt restructuring over the next 12 months in light of recent developments and its view of the company's capital structure as unsustainable. S&P said, "The CreditWatch negative reflects our uncertainty over the company's ability to address upcoming debt maturities in 2023 and 2024, the sustainability of its capital structure longer term and our belief there is higher probability of a debt restructuring. We expect to resolve our CreditWatch placement when we have sufficient information to assess the company's credit profile, including the possible completion of a debt refinancing. "We view a debt restructuring is a higher probability event over the next 12 months considering recent developments. The company has hired financial advisors to explore refinancing options for its debt maturities in 2023 and 2024, though we have not reviewed the company's plans. The company has a significant maturity wall upcoming in 2023 when both its outstanding revolver balance of $136 million and its $755 million outstanding amount of first-lien term loan will mature. As of March 31, 2022, Diebold had cash balances of about $267 million. We expect adjusted leverage to exceed 10x and FOCF to be very weak accounting for significant restructuring costs expected over the next year. We forecast the company to generate negative free operating cash flow (FOCF) of $60 million-$65 million in 2022, including restructuring cash outflows that will pressure liquidity. Given our view for a potential liquidity shortfall and the company's capital structure as unsustainable now, we believe a debt restructuring including a distressed debt exchange may occur over the next 12 months. "The CreditWatch negative reflects our uncertainty over the company's ability to address upcoming debt maturities in 2023 and 2024, the sustainability of its capital structure longer term and our belief there is higher probability of a debt restructuring. We expect to resolve our CreditWatch placement when we have sufficient information to assess the company's credit profile, including the possible completion of a debt refinancing." DIFFUSION PHARMACEUTICALS: Regains Compliance With Nasdaq Rule -------------------------------------------------------------- Diffusion Pharmaceuticals Inc. received written notice from the Nasdaq Listing Qualifications Staff of the NASDAQ Stock Market LLC stating that the Company has regained compliance with the Nasdaq minimum bid price continued listing requirement. The Company was previously notified by Nasdaq on May 6, 2021 that it was not in compliance with the minimum bid price requirement because its common stock had failed to maintain a minimum bid price of $1.00 or more for 30 consecutive business days. To regain compliance, the Company's common stock was required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive trading days, which was achieved on May 2, 2022. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is an innovative biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss of $24.09 million in 2021, a net loss of $14.18 million in 2020, and a net loss of $11.80 million in 2019. As of Dec. 31, 2021, the Company had $37.84 million in total assets, $2.93 million in total liabilities, and $34.91 million in total stockholders' equity. DLVAM1302: Wins Interim Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized DLVAM1302 North Shore, LLC to use the cash collateral of HMC Assets, LLC on an interim basis, retroactive to November 1, 2021. The Debtor is permitted to use cash collateral to pay amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget plus an amount not to exceed 10% for each line item, and additional amounts as may be expressly approved in writing by the Secured Creditors. As adequate protection, the Secured Creditor will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as the prepetition liens, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will also maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors. The continued hearing on the matter is scheduled for May 12, 2022 at 10:30 a.m. A copy of the order is available at https://bit.ly/38lrr4z from PacerMonitor.com. About DLVAM1302 North Shore Anna Maria, Fla.-based DLVAM1302 North Shore, LLC filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-05371) on Oct. 20, 2021, disclosing $1,988,681 in total assets and $1,585,279 in total liabilities. Floyd Calhoun, manager, signed the petition. Judge Catherine Peek McEwen oversees the case. The Debtor tapped Buddy D. Ford, P.A. as legal counsel. DUNCAN BURCH: To Seek Plan Confirmation on June 8 ------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas on April 28, 2022, entered an order approving the Disclosure Statement of Duncan Burch, Inc. The hearing to consider confirmation of the Plan will begin at 2:30 p.m. (prevailing Central Time) on June 8, 2022, before the Honorable Edward L. Morris, U.S. Bankruptcy Judge. The Confirmation Hearing will be conducted in Judge Morris's courtroom on the 2nd Floor of the Eldon B. Mahon United States Courthouse, 501 W. 10th St., Fort Worth, Texas 76102, and via WebEx videoconference. Any creditor, interest holder, party in interest or Executory Contract Counterparty desiring to object to the Plan or the Cure Claims proposed under the Plan must do so pursuant to a written objection which must be filed and served no later than 5:00 p.m. prevailing Central Time on June 1, 2022. In order to be counted, a Ballot to accept or reject the Plan must be completed, executed and delivered to counsel for the Debtor no later than 5:00 p.m. prevailing Central Time on June 1, 2022. About Duncan Burch Duncan Burch, Inc., operates bars, night clubs and other locations that sell alcoholic drinks. Duncan Burch sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-41699) on April 29, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Edward L. Morris. Forshey & Prostok, LLP, is the Debtor's counsel. Ryan Law Firm, PLLC, is the special litigation counsel. ENCINO ACQUISITION: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Encino Acquisition Partners Holdings, LLC's and Encino Acquisition Partners, LLC's (together, Encino) Long-Term Issuer Default Ratings (IDRs) at 'B'. The Rating Outlook is Stable. In addition, Fitch has affirmed Encino's senior unsecured notes at 'B'/'RR4'. Encino's IDR reflects the company's sizable Utica position, competitive unit economics, the ability to effectively transport gas out of basin to advantaged price points, long-dated debt maturity with expected leverage below 2.0x, adequate liquidity, and strong hedge profile. These considerations are offset by the company's current inability to generate material positive free cash flow and relatively high firm transportation costs. KEY RATING DRIVERS Nearing FCF Neutrality: Encino has reported negative FCF since 2018, which Fitch expects to continue in 2022 despite recent higher commodity prices. Encino is expected to be FCF positive between 2023 and 2025 under Fitch's price deck and production assumptions. In the near term, Encino will focus on oil production vs. natural gas and NGL's due to the relatively stronger economic returns. Fitch expects that capex over the rating cycle will be approximately $660 million per annum and that FCF will be applied to debt reduction. High Firm Transportation Costs: Encino's firm transportation (FT) costs are among the highest of Fitch's monitored natural gas producers. This risk is mitigated in the current pricing environment as Encino benefits from the higher realized natural gas prices at more attractive end markets which offset these higher FT costs. Although in a lower pricing environment these high FT costs causes significant exposure. In addition, Fitch recognizes Encino has sufficient takeaway capacity at current volumes. . Sizable Utica Footprint: Encino holds a large wet gas asset base in the Utica basin, with over 900,000 net acres, 300,000 of which the company considers to be core. The acreage is spread across the Utica shale basin, which provides optionality in drilling plans, allowing EAP to drill dry gas and wet gas wells depending on economics or pipeline commitments and constraints. Encino is the second largest producer in the Ohio Utica behind Ascent Resources, although its production is lower than most of Fitch-rated natural gas peers. The company has focused on drilling where the condensate mix is greater to boost overall realized pricing and has a relatively high percentage of condensate and NGLs in its production base relative to peers. Favorable Hedging Policy: Encino intends to have a two- to three-year rolling hedging program, ultimately hedging up to 80% of total production. Fitch estimates that Encino has approximately 82% of expected natural gas production in 2022 hedged at $2.46 and 70% of expected 2023 production hedged at $2.45. The company also has hedges in place on condensate, ethane and propane. Fitch views the current plan of hedging favorably as it reduces cash flow volatility and locks in returns for the company. Sub-2.0x Mid-Cycle Leverage: Fitch's base case forecasts gross debt/EBITDA below 1.5x from 2023 and remains under this threshold at Fitch's $50 mid-cycle WTI price assumption. Fitch believes the high-quality asset profile and current supportive pricing environment combined with Encino's hedge position provides support for FCF generation and gross debt repayment toward management's long-term leverage target of 1.5x. DERIVATION SUMMARY Encino's rating reflects the company's size, relatively low leverage, and favorable netbacks. Encino is smaller than other gas-oriented peers at approximately 968 million cubic feet equivalent per day (mmcfe/d) produced in 2021, which is lower than the largest Utica basin producer, Ascent Resources (B/Stable) at 1,936 mmcfe/d. Encino is slightly below Comstock Resources (B/Positive) at 1,360 mmcfe/d. Encino has strong netbacks given that 29% of its production are liquids, which is materially higher than other predominately natural gas producers. Although production expenses are relatively higher than its peer group, this is offset by a much higher realized unhedged commodity price. Encino had a Fitch calculated unhedged netback of $2.50 compared with Ascent ($2.33) and Comstock ($3.54). Encino's debt/EBITDA of 2.1x as of Dec. 31, 2021 is within the range of other issuers rated 'B' of 2.0-3.0x, although Fitch anticipates the group to improve over the next two years. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Henry Hub natural gas price of $4.25/mcf in 2022, $3.25/mcf in 2023, $2.75/mcf in 2024 and $2.50/mcf thereafter; -- WTI oil price of $95/bbl in 2022, $76/bbl in 2023, $57/bbl in 2024 and $50/bbl thereafter; -- Production increases in 2022 with production focused on increased oil production; -- Capex of approximately $660 million annually over the forecast horizon; -- Any FCF proceeds are applied to debt reduction; -- No assumptions of acquisition, divestitures, or distributions. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Encino Acquisition Partners Holdings would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach Encino's GC EBITDA assumption reflects Fitch's projections under a stressed case price deck, which assumes Henry Hub natural gas prices of $3.50 in 2022, $2.50 in 2023, and $2.00 in 2024 and $2.25 in 2025. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The GC EBITDA assumption uses 2025 EBITDA, which reflects the decline from current pricing levels to stressed levels and then a partial recovery coming out of a troughed pricing environment. Fitch applied an EV multiple of 3.5x EBITDA to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x. Recent M&A transactions in the Appalachian Basin include: (1) Southwestern acquired Montage Resources Corporation in August 2020, which implied a 3.4x multiple on LTM EBITDA; and (2) EQT acquiring Alta Resources in 3Q 2021 at a 5.0x multiple (includes midstream assets). Encino's valuation reflects the lack of public E&P companies operating in the Utica basin, which could limit buyers resulting in a discount to valuations. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch considers valuations such as SEC PV-10 and M&A transactions for each basin including multiples for production per flowing barrel, proved reserves valuation, value per acre, and value per drilling location. The revolver is assumed to be 85% drawn upon default with the expectation that commitments would be reduced during a redetermination. The revolver is senior to the senior unsecured notes in the waterfall. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' recovery for the first lien revolver and a 'RR4' recovery for the senior unsecured notes ($700 million). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Track record of generating material positive FCF; -- Adherence to management's financial policy to reduce debt and enhance liquidity; -- Maintenance of mid-cycle debt/EBITDA at or below 2.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Inability to generate positive FCF, which results in reduced liquidity and increased leverage; -- Change in financial policy including reduced commitment to repay debt and/or a reduction in the hedging program; -- Loss of operational momentum resulting in material production declines from current levels; -- Mid-cycle debt/EBITDA above 3.0x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Encino had cash on hand of $6.5 million at Dec. 31, 2021 and $574.1 million of availability under its $1.1 billion RBL facility after $392.9 million of borrowings and $133 million letters of credit. The revolver matures in November 2025. The facility has two financial maintenance covenants: a net leverage covenant in which the ratio cannot be more than 3.5x and a current ratio covenant in which the ratio cannot be less than 1.00 to 1.00. The company is in compliance with both covenants. In April 2021, Encino issued $700 million 8.5% senior unsecured notes which matures in May 2028. Fitch believes the company's refinance risk is manageable given the ample maturity runway to focus on growing FCF and reducing debt to its leverage target of sub-1.5x. ESG Considerations: Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). ISSUER PROFILE Encino Acquisition Partners Holdings, LLC and Encino Acquisition Partners, LLC (together, Encino) is a private equity backed, exploration and production (E&P) company with over 900,000 acres in Ohio's Utica shale play, with 300,000 acres considered as core. DEBT RATING RECOVERY PRIOR ---- ------ -------- ----- Encino Acquisition LT IDR B Affirmed B Partners Holdings, LLC senior unsecured LT B Affirmed RR4 B Encino Acquisition LT IDR B Affirmed B Partners, LLC ENDO INTERNATIONAL: Incurs $72 Million Net Loss in First Quarter ---------------------------------------------------------------- Endo International plc filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $71.97 million on $652.26 million of total net revenues for the three months ended March 31, 2022, compared to net income of $41.52 million on $717.92 million of total net revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $8.45 billion in total assets, $1.38 billion in total current liabilities, $15.96 million in deferred income taxes, $8.04 billion in long-term debt (less current portion), $5 million in long-term legal settlement accrual (less current portion), $31.69 million in operating lease liabilities (less current portion), $288.43 million in other liabilities, and a total shareholders' deficit of $1.31 billion. As of March 31, 2022, the Company had approximately $1.4 billion in unrestricted cash; $8.1 billion of debt; and a net debt to adjusted EBITDA ratio of 4.7. These amounts reflect the Company's repayment of approximately $180 million of senior notes during the first quarter of 2022. First-quarter 2022 net cash provided by operating activities was $201 million compared to $244 million provided by operating activities during the first-quarter 2021. This decrease was primarily attributable to decreased revenues. "Despite challenging market dynamics for VASOSTRICT, our first-quarter financial performance was in-line with our expectations with growth in our Branded Specialty Products portfolio driven by XIAFLEX and our Generics segment driven by varenicline, the only FDA approved generic for Chantix," said Blaise Coleman, Endo's president and chief executive officer. "As we manage through the VASOSTRICT loss of exclusivity over the near term, we remain focused on investing to advance our product portfolio for the long term. This includes executing on our XIAFLEX maximization initiative, furthering our commitment to making QWO the cornerstone treatment for cellulite through the expected launch of a new clinical study later this quarter, and bolstering our sterile injectables product pipeline with our recently announced acquisition." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001593034/000159303422000044/endp-20220331.htm About Endo International plc Endo International plc -- www.endo.com -- is a holding company thatconducts business through its operating subsidiaries. The Company's focus is on pharmaceutical products and it targets areas where it believes it can build leading positions. Endo International reported a net loss of $613.24 million for the year ended Dec. 31, 2021. As of Dec. 31, 2021, the Company had $8.77 billion in total assets, $1.63 billion in total current liabilities, $21.63 million in deferred income taxes, $8.05 billion in long-term debt (less current portion), $33.73 million in operating lease liabilities (less current portion), $277.10 million in other liabilities, and a total shareholders' deficit of $1.24 billion. * * * As reported by the TCR on Sept. 6, 2021, S&P Global Ratings lowered its long-term issuer credit rating on Endo International PLC to 'CCC+' from 'B-' and removed the rating from CreditWatch, where S&P placed it with negative implications on Aug. 25, 2021. The outlook is negative. The negative outlook reflects the potential for an event of default within the next 12 months stemming from opioid-related litigation or the possibility of a distressed exchange. ENVISION HEALTHCARE: Moody's Lowers CFR to Caa3, Outlook Stable --------------------------------------------------------------- Moody's Investors Service downgraded Envision Healthcare Corporation's Corporate Family Rating to Caa3 from Caa2, and the Probability of Default Rating to Caa3-PD/LD from Caa2-PD. The rating agency also downgraded the ratings on the senior secured revolving credit facility and term loan to Caa3 from Caa1. There is no change to the ABL facility rating at B1, and the rating on the unsecured notes at Ca. Moody's also appended an "/LD" designation to Envision's PDR to reflect a limited default resulting from its recently completed debt exchange. The /LD will be removed after three business days. The outlook remains stable. The rating action follows the April 29, 2022 transaction where its subsidiary, Amsurg, LLC, issued $1.3 billion of super senior debt and $1.3 billion of second lien debt. Envision used the proceeds from the new second lien facilities to purchase a portion of its outstanding first lien term loan B, incremental term loan and senior unsecured notes at a price below par. Moody's considered this transaction to be a distressed exchange, which is a default under the rating agency's definition. The ratings downgrade reflects the Company's weak liquidity, increase in debt levels, and Moody's expectation that operating performance will continue to deteriorate given labor pressures impacting the industry. Further, the downgrade reflects the risk surrounding the ongoing sustainability of the business, which has continued to be negatively impacted from Covid-19. Governance risk considerations are material to the rating action. Moody's believes that the change in the security package and the addition of the super senior debt, materially changes the ability of Envision to service its existing debt. Downgrades: Issuer: Envision Healthcare Corporation Corporate Family Rating, downgraded to Caa3 from Caa2 Probability of Default Rating, downgraded to Caa3-PD/LD (LD appended) from Caa2-PD Gtd. senior secured first lien revolving credit facility expiring 2023, downgraded to Caa3 (LGD4) from Caa1 (LGD3) Gtd. senior secured first lien term loan due 2025, downgraded to Caa3 (LGD4) from Caa1 (LGD3) Outlook Actions: Outlook remains Stable RATINGS RATIONALE Envision's Caa3 Corporate Family Rating reflects the ongoing volume declines that have weakened earnings and liquidity. It also reflects Envision's very high pro forma financial leverage. Pro forma adjusted debt to EBITDA but excluding COVID-19-related add-backs, was 11.3 times as of December 31, 2021. Moody's expects Envision's earnings will continue to face high hurdles beyond those related to the pandemic such as labor pressures. Envision will remain challenged by its out-of-network status with UnitedHealth and by the No Surprise Act that was implemented in January 2022. Mitigating some of the risks, Envision has considerable scale and market position as the largest physician staffing outsourcer. The company has strong geographic and product diversification within its physician staffing and ambulatory surgery center segments. Moody's expects that Envision will maintain weak liquidity over the next 12-18 months. This reflects the company's $550 million ABL facility ($398 million of borrowings and another $106 million of letters of credit outstanding as of December 31, 2021) and $300 million senior secured revolving credit facility fully drawn at the time. The ABL and the senior secured revolver each expire in 2023. Continuing business pressures due to the COVID-19 pandemic will likely cause Envision's free cash flow to be negative in 2022. As a result, Envision would also face rising refinancing risk as the revolver and ABL facilities are expiring in October of 2023. The Caa3 rating on the senior secured first lien term loan and senior secured first lien revolving credit facility reflects the increased risk of a default given that the Company remains distressed and has very weak liquidity. The outlook is stable. Moody's expects the company to remain distressed and there is a heightened risk of default given the weak liquidity and risks surrounding the ongoing sustainability of the business. ESG considerations are material to Envision's credit profile. Envision faces significant social risk. Most of the company's businesses are still being negatively impacted from the coronavirus outbreak. Aside from coronavirus, the company has experienced significant negative publicity relating to the patients its physicians treat receiving surprise medical bills (i.e., when they are treated by out of network physicians despite receiving care inside an in-network facility). The No Surprise Act will likely reduce reimbursement that physician staffing firms collect on out-of-network claims and negatively impact profitability. In addition, UnitedHealth chose to publicize its contract dispute with Envision prior to the two companies negotiating an in-network relationship for 2019. Just two years later, the two parties again find themselves without a contract. Moody's does not anticipate that Envision will resolve its contract disputes with United Health and will likely remain out of network. With respect to governance, Envision Healthcare has an aggressive financial strategy characterized by high financial leverage, shareholder-friendly policies, and the pursuit of acquisitive growth. This is largely due to its private-equity ownership by KKR since its leveraged buyout in 2018. Lastly, the company executed a distressed exchange in April 2020. Moody's also views this current transaction as a distressed exchange. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade Envision's ratings if Envision proactively seeks bankruptcy protection. Although unlikely in the near term, a material improvement in Envision's liquidity position including refinancing of the existing debt would be needed to support an upgrade. Additionally, Envision would need an improvement in its operating performance to support an upgrade. Envision Healthcare Corporation ("Envision") is a leading provider of emergency medical services in the U.S. Envision operates an extensive emergency department, hospital, anesthesiology, radiology, and neonatology physician outsourcing segment. The company also operates 258 ambulatory surgery centers (ASCs) in 34 states. The company is owned by private equity firm ("KKR"). Revenues for the LTM period ended December 31, 2021 were $7.1 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. EYEPOINT PHARMACEUTICALS: Incurs $21M Net Loss in First Quarter --------------------------------------------------------------- EyePoint Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $20.98 million on $9.29 million of total revenues for the three months ended March 31, 2022, compared to a net loss of $12.28 million on $7.32 million of total revenues for the three months ended March 31, 2021. The Company has had a history of operating losses and an absence of significant recurring cash inflows from revenue, and at March 31, 2022 the Company had a total accumulated deficit of $590.1 million. The Company's operations have been financed primarily from sales of its equity securities, issuance of debt and a combination of license fees, milestone payments, royalty income and other fees received from collaboration partners. In the first quarter of 2019, the Company commenced the U.S. launch of its first two commercial products, YUTIQ and DEXYCU. However, the Company has not received sufficient revenues from its product sales to fund operations and the Company does not expect revenues from its product sales to generate sufficient funding to sustain its operations in the near-term. As of March 31, 2022, the Company had $244.56 million in total assets, $77.74 million in total liabilities, and $166.82 million in total stockholders' equity. "We continued to make significant progress in the first quarter of 2022 and in recent months, marked by the presentation of positive eight-month safety and efficacy data from our lead pipeline asset, EYP-1901, for wet AMD, a debt refinancing resulting in significant interest savings, an enhanced license agreement with Betta Pharmaceuticals' affiliate, Equinox Sciences, and the expansion of our leadership team with several key hires. As we look toward the year ahead, we are well-capitalized to continue advancing our exciting pipeline, including two expected Phase 2 clinical trial initiations of EYP-1901 in wet AMD in Q3 and in NPDR later in the second half of 2022," said Nancy Lurker, chief executive officer of EyePoint Pharmaceuticals. "We continue to believe EYP-1901 has the potential to change the current treatment paradigm in wet AMD as a maintenance therapy for the majority of patients, and we look forward to exploring the potential of EYP-1901 in a second indication, NPDR, later this year." Ms. Lurker continued, "On the commercial front, we had a strong first quarter with $9 million in net product revenue, an increase of 32% from the first quarter of last year along with continued strong customer demand for both YUTIQ and DEXYCU." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001314102/000156459022018528/eypt-10q_20220331.htm About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company currently has two commercial products: DEXYCU, the first approved intraocular product for the treatment of postoperative inflammation, and YUTIQ, a three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. EyePoint reported a net loss of $58.42 million for the year ended Dec. 31, 2021, a net loss of $45.39 million for the year ended Dec. 31, 2020, a net loss of $56.79 million for the year ended Dec. 31, 2019, and a net loss of $53.17 million for the year ended June 30, 2018. As of Dec. 31, 2021, the Company had $263.37 million in total assets, $78.99 million in total liabilities, and $184.38 million in total stockholders' equity. FLORIDA FOOD: New $30.5MM Loan Add-on No Impact on Moody's B3 CFR ----------------------------------------------------------------- Moody's Investors Service said that Florida Food Products, LLC's ("FFP") B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 ratings for the company's senior secured first lien credit facilities (consisting of a $50 million revolver due 2026 and a $413.5 million term loan due 2028), and the Caa2 rating for the company's $126 million senior secured second lien term loan are unaffected by the company's new $30.5 million first lien term loan add-on. The outlook remains stable. FFP plans to issue a $30.5 million first lien term loan add-on to the company's existing $413.5 million senior secured first lien term loan. Proceeds will be used to repay borrowings under the company's revolving credit facility. FFP recently acquired a caffeine and tea concentrate producer, T-Bev, and used borrowings under its revolving credit facility and balance sheet cash to partially fund the transaction. The remaining financing was comprised of common equity from its private equity owners, Ardian and MidOcean Partners. Moody's views the transaction as a slight credit negative. Although leverage will decrease slightly from 6.5x as of March 30, 2022 to 6.4x pro-forma for the acquisition, there is execution risk related to the integration. However, offsetting the integration risk, the acquisition of T-Bev will broaden FFP's product portfolio and provide cross-selling opportunities for its ready-to-drink beverage portfolio through numerous new flavors and liquid extracts. Fully borrowing the revolver to fund the acquisition weakened liquidity and partially repaying the revolver borrowings with proceeds from the new term loan add-on will thus restore good liquidity. RATINGS RATIONALE FFP's B3 CFR broadly reflects its small scale as measured by revenue and competition in the fragmented clean label ingredients market it serves. Limited geographic diversification and utilization of one main supplier for its key raw material are also credit constraints. The rating also reflects FFP's high leverage with Moody's lease adjusted debt-to-EBITDA of 6.4x for the trailing twelve months ended March 30, 2022, pro forma the acquisition of T-Bev. Barring additional borrowings, Moody's expects debt-to-EBITDA leverage will decline to about 6.1x by the end of FY22 with earnings growth and some debt paydown. Additionally, private equity ownership and the expected aggressive financial policy also weaken the credit profile. However, the rating is supported by the company's established market position in the niche vegetable and fruit based clean label ingredients market with a market leading position in the clean label cures segment. The rating benefits from strong margins, lack of customer concentration, as well as solid growth prospects driven by favorable market tailwinds with growing consumer demand for healthier food. The company's positive free cash flow generation and good liquidity also supports the rating. FFP is moderately negatively exposed to environmental risk because of reliance on natural capital as the primary ingredients. Similar to other packaged food companies, FFP has neutral to low exposure to physical climate risk, carbon transition and water management. In addition, similar to other packaged food companies, FFP is moderately negatively exposed to social risk related to responsible production and customer relations. As a B2B company, its products can be found in the ingredients of many brand name manufacturers. Although it doesn't face the same potential consumer backlash as branded companies, it does risk the loss of business if its products do not sustain high quality. Moody's views the company's governance risk as high given its private equity ownership. As such, Moody's expects financial policy to be aggressive (evidenced by the high pro forma leverage) and favor the shareholders. In addition, as a private company, financial disclosure is expected to be more limited than for public companies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that the company will be able to de-lever to about 6x debt-to-EBITDA by the end of FY22 with earnings growth and some debt paydown. However, given the company's private equity ownership, Moody's expects re-leveraging transactions to keep leverage elevated and range bound over the longer term. The stable outlook also reflects Moody's expectation for good liquidity over the next year including positive free cash flow. The ratings could be upgraded if the company delivers continued organic revenue and earnings growth with Moody's adjusted debt-to EBITDA sustained below 5.0x as well as strong free cash flow generation and liquidity. The ratings could be downgraded if operating performance weakens, Moody's adjusted debt-to-EBTIDA is sustained above 7.0x, free cash flow is weak or negative, or liquidity otherwise deteriorates. The rating could also come under pressure if credit metrics weaken materially due to an aggressive financial policy. Headquartered in Eustis, Florida, Florida Food Products, LLC is a producer of vegetable and fruit based clean label ingredients. The company was acquired by Ardian and MidOcean Partners in 2021. Florida Food Products generated revenue of about $190 million pro-forma for the acquisition on T-Bev for the trailing twelve months ended March 30, 2022. FOG INC: Seeks Approval to Hire V and Realcorp as Realtor --------------------------------------------------------- FOG, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ V and Realcorp, LLC as its realtor. The Debtor needs a realtor to assist in the sale of its real property, including a medical office building located along MacCorkle Avenue, S.W., South Charleston, Kanawha County, West Virginia. The realtor will receive a commission of 6 percent. Isaac Smith, a real estate agent at V and Realcorp, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Isaac N. Smith V and Realcorp, LLC Charleston, WV 25304 About FOG Inc. FOG, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. W.Va. Case No. 22-20073) on May 4, 2022. In the petition signed by Mouwafak Ghannam, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge B. McKay Mignault oversees the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's counsel. FORE MACHINE: Taps Perfection Global as Auctioneer -------------------------------------------------- Fore Machine, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Perfection Global LLC as their agent and auctioneer. The Debtors need the assistance of an agent to conduct pre-auction sales, auction and post-auction sales of their assets. The firm will render these services: (a) conduct a pre-auction sale, followed by the public auction of the personal property on the premises of the Debtors' facility, and a post-auction sale of any remaining personal property; (b) price, list, describe, negotiate, and sell the personal property; (c) price, prepare and arrange the personal property at each facility, and sell the personal property on an "as is, where-is basis" by means of a public auction; (d) establish and implement marketing and advertising for the sale of personal property; and (e) pay out the sum of $2,132,000, pursuant to the terms and conditions of the agreement, plus an additional amount provided that sale proceeds reach a certain threshold. The firm will be compensated as follows: (a) a buyer's premium of 18 percent on pre-auction sale, auction and post-auction sale of assets; (b) it shall be permitted to retain the next $150,000 as part of its expenses for its services and an amount equal to any expense that it incurs if it is required to obtain a bond; and (c) it shall pay 100 percent of proceeds of the pre-auction sale, auction, and post-auction sale that are in excess of the sum of $2,282,000 plus the expense incurred. Adam Stevenson, president of the auction division of Perfection Global, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam Stevenson Perfection Global LLC 2550 Arthur Road Elk Grove Village, IL 60007 Telephone: (630) 857-6615 Email: adam@perfectionglobal.com About Fore Machine Fore Machine, LLC is a manufacturer of aircraft engines and engine parts in Haltom City, Texas. Fore Machine and its affiliates, Aero Components, LLC and Fore Aero Holdings, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 22-40487) on Mar. 7, 2022. In the petition signed by Jens Verloop, chief financial officer, Fore Machine listed as much as $50 million in both assets and liabilities. Judge Mark X. Mullin oversees the cases. The Debtors tapped Winston & Strawn, LLP as legal counsel and Alvarez and Marsal North America, LLC as financial advisor. Bankruptcy Management Solutions, Inc., doing business as Stretto, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on March 18, 2022. Cantey Hanger, LLP and CR3 Partners, LLC serve as the committee's legal counsel and financial advisor, respectively. FORTUNE PROPERTIES: Creditors to Get Proceeds From Liquidation -------------------------------------------------------------- Fortune Properties, LLC filed with the U.S. Bankruptcy Court for the District of Montana an Amended Plan of Liquidation for Small Business under Subchapter V dated May 5, 2022. The Debtor is a Montana limited liability company, organized under Montana law. On or about October 31, 2019, the Debtor acquired a 4.87 acre parcel of commercial real estate located at 107 Olmstead Lane in Glendive, Dawson County, Montana (the "Real Estate") free and clear of liens for a purchase price of $1,300,000.00 from the Ch. 11 bankruptcy estate of RB Smith Land, LLC. The Real Estate has 12,000 total square feet, and has a large commercial warehouse with slab-on-grade and exterior metals walls and ceiling and interior steel columns and beams. The Real Estate also has an unimproved storage yard located on the west side of the warehouse. Several silos used to store lentils are located along the southwest property boundary. A small storage shed is also located along the south property boundary. Fortune Properties' Subchapter V Plan is a plan of liquidation that proposes to sell the Real Estate to pay allowed claims. The Debtor has no ongoing business operations. This is a plan of liquidation. All classes of creditors and equity security holders will be paid from the proceeds of liquidation of the Real Estate and from the proceeds of judgment or settlement of the Debtor's claims against RB Smith Land LLC. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2 A consists of the Secured Claim of Dawson County, Montana. The first priority allowed secured claim of Dawson County, Montana for unpaid real estate taxes, if any, will be paid from the net proceeds of sale of the Real Estate. Class 2 B consists of the Secured claim of RB Smith Land, LLC. The secured claim of RB Smith Land, LLC, to the extent it is an Allowed Secured Claim, will accrue interest at the U.S. Prime Rate in effect on the Confirmation Date from and after the Effective Date and will be paid from the net proceeds (if any) of liquidation of the Real Estate. The amount payable to RB Smith Land, LLC from the net proceeds of sale shall be the Allowed Secured Claim reduced by any actual or estimated clean-up costs as determined by a Phase I and/or Phase II environmental study, if any, conducted by the buyer of the Real Estate. Class 3 consists of Non-priority unsecured creditors. After payment in full to allowed secured claims from the net proceeds of sale of Debtor's assets, remaining proceeds of sale of proceeds of Debtor's Real Estate, if any, will be paid pro rata to the holders of allowed non-priority unsecured claims. Class 4 consists of Equity security holders of the Debtor. The prepetition equity security holder shall retain his membership interest in Fortune Properties, LLC. The Debtor shall sell its Real Estate and other assets, and shall apply the net sales proceeds to the Allowed Claims in the order of priority. The Debtor anticipates generating sufficient proceeds from these sources to meet all Plan payments, costs and expenses. The Debtor shall list the Real Estate for sale with a licensed real estate broker at a price that the Debtor and broker mutually agree should generate buyer interest and whose employment is subject to approval by the Court, under 11 U.S.C. § 327, no later than the Effective Date and shall keep the Real Estate continuously listed until the employment of the Real Estate Auctioneer and such additional time as agreeable with the listing realtor and the Real Estate Auctioneer. A full-text copy of the Amended Liquidating Plan dated May 5, 2022, is available at https://bit.ly/3L7HRLd from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Steve Johnson, Esq. Grant R. Kelly, Esq. Church, Harris, Johnson and Williams, P.C. Suite 400, 6000 Poplar Avenue 114 Third Street South, PO Box 1645 Great Falls, MT 59403-1645 Telephone: (406) 761-3000 Facsimile: (406) 453-2313 Email: sjohnson@chjw.com gkelly@chjw.com About Fortune Properties Fortune Properties, LLC is a limited liability company in Great Falls, Mont., engaged in oilseed and grain farming. Fortune Properties filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-40009) on Feb. 22, 2022, listing up to $10 million in assets and up to $500,000 in liabilities. Christy L. Brandon is the Subchapter V trustee appointed in the case. Judge Benjamin P. Hursh oversees the Debtor's case. The Debtor tapped Steven M. Johnson, Esq., and Grant R. Kelly, Esq., at Church Harris Johnson & Williams, PC as legal counsel. FRONTIER COMMUNICATIONS: Moody's Rates $800MM 1st Lien Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service has assigned a B3 to Frontier Communications Holdings, LLC's proposed $800 million of first lien secured notes due 2030. The net proceeds from the sale of the first lien notes will be used to fund capital investments and operating costs associated with the company's fiber build and expansion of its fiber customer base, and for other general corporate purposes. All other ratings, including Frontier's B3 corporate family rating and stable outlook, are unchanged. Assignments: Issuer: Frontier Communications Holdings, LLC Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4) RATINGS RATIONALE Frontier's B3 CFR rating reflects the continuing high execution risks of the company's strategic modernization plan across its operating segments to reverse continuing revenue and EBITDA declines. Moody's expects the company's revenue and EBITDA contraction will be in the high single-digits through year-end 2022. Frontier is further accelerating its most recent fiber build plan with a target of 10 million-plus passings by year-end 2025. The company's confidence in speeding up its timetable is rooted in solid broadband share penetration in its 2020 and 2021 fiber build cohorts, as well as its milestone achievement of positive broadband net adds overall in the fourth quarter of 2021. Frontier's well planned buildout program is highly targeted to optimize returns on capital allocations. The company benefits from having contracted for and secured key materials and labor suppliers across states, but the sustainability of early positive trends as its buildout increasingly expands in size and scope remains unproven. Frontier may face potential unforeseen execution difficulties along the way that contribute to weak EBITDA and rising debt leverage (Moody's adjusted). Moody's expects stepped-up capital investments through 2024 with capital intensity likely peaking in 2023, and total capital spending of over $13.5 billion for the five-year period through 2025. This substantial effort targets multiple states across Frontier's footprint for copper network upgrades to fiber, with a focus on driving cash flow growth from its larger markets in Connecticut, California, Texas and Florida. Prior to its 2021 bankruptcy exit, Frontier had historically endured high new customer churn and mitigating and reversing such trends through improved customer service processes is a priority. The company's updated modernization plan incorporates significantly improved customer care efficiencies to proactively reduce churn, enhance sales force capabilities and productivity and reduce operational costs, including field costs. Moody's believes the company is achieving lower churn with its new fiber broadband customer base, and that continuation of this trend is likely. Sustained success is dependent upon effective customer targeting to better achieve economic paybacks and longer and higher value customer relationships. Despite a sizable reduction in its debt load after its 2021 emergence from bankruptcy, Frontier continues to operate at a competitive disadvantage versus cable, fiber overbuilder and wireless competitors in the bulk of its market footprint until meaningful network upgrades bolster its value proposition. Evidence of good execution on this metric will be steady market share expansion and churn mitigation, especially with new customers under promotional terms, followed by both sustained revenue and EBITDA growth. Until then, Frontier's fiber broadband speeds of up to 2 gigabits and competitive value proposition to both consumer and business customers is essentially constrained by the pressing need to upgrade a large legacy copper network spanning the company's 25 state footprint. Frontier also recently began to see the beginnings of some turnaround inflection in top line and margin pressures in its commercial and wholesale business segments. While strengthened financial flexibility affords Frontier an extended turnaround runway, strengthening its existing core business still requires substantial operational skills in the face of current high single-digit revenue declines and strong EBITDA pressures the company will continue to face at least through year-end 2022. Pro forma for the new first lien secured notes, Moody's expects Frontier's debt leverage (Moody's adjusted) will increase from 4.3x at year-end 2021 (4.8x pro forma for proposed $800 million first lien secured notes transaction) to slightly above 5.5x by year-end 2022. Frontier's financial policy includes a long term, sustainable net leverage target (company defined) not to exceed the mid 3x area, the prioritization of reinvestment of discretionary cash flow into its business versus shareholder friendly actions and potential asset optimizations through non-core dispositions. Such potential optimizations are not anticipated until the later years of the current modernization plan. The instrument ratings reflect the probability of default of Frontier, as reflected in the B3-PD probability of default rating, an average expected family recovery rate of 50% at default and the loss given default assessment of the debt instruments in the capital structure based on a priority of claims. The company's first lien term loan and first lien secured notes are rated B3, in line with the B3 CFR given the loss absorption provided by the Caa2 rated second lien secured debt, and also reflecting the benefits from a first lien pledge of stock of certain subsidiaries of Frontier which represent approximately 80% of Frontier's total EBITDA and 69% of Frontier's total assets, and guarantees from a subset of these subsidiaries (although the guarantor details are not disclosed). Based on a priority of claim waterfall, Moody's ranks the first lien revolving credit facility (unrated), first lien term loan and first lien secured notes behind structurally senior pension and trade payables of various operating subsidiaries. Moody's views Frontier's liquidity as good. As of March 31, 2022 pro forma for the $800 million first lien secured notes transaction Frontier will have $3.0 billion of balance sheet cash and full availability under an upsized $900 million first lien revolving credit facility (unrated) maturing in April 2025, net of outstanding letters of credit issued under the facility. Moody's expects free cash flow to be around negative $1.6 billion in 2022 due to stepped-up capital spending combined with still contracting revenue. The company is expected to have high capital spending (Moody's adjusted) of approximately $2.8 billion in 2022 and $3.1 billion in 2023. Moody's expects Frontier to have sufficient liquidity such that it will not need to draw down its revolver through year-end 2022. As there is a high level of uncertainty regarding Frontier's ability to deliver sustained operational improvements through network investment, any shortfalls in expectations for future free cash flow generation would limit financial flexibility and likely impair the company's ability to maintain its now accelerated pace of network upgrades. The stable outlook reflects Moody's expectations over the next 12-18 months for continuing high single-digit revenue and EBITDA declines, slightly decreasing EBITDA margins and elevated debt/EBITDA (Moody's adjusted) above 5.5x at year-end 2022. While good liquidity, a well-planned fiber upgrade strategy and an expectation of fully funded discretionary capital spending help support the stable outlook over the next 12-18 months, solid churn mitigation and steady and improving trends in total broadband net adds are critical inputs to any continuation of this outlook over that time period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Given the company's current competitive positioning, network upgrade execution risks and uncertainties regarding share growth traction across its end markets, upward pressure is limited but could develop should Frontier's free cash flow to debt (Moody's adjusted) track towards mid single-digit levels as a percentage of Moody's adjusted debt on a sustainable basis. An upgrade would also require steady market share capture gains across the company's network footprint in both consumer and commercial end markets over several years, consolidated revenue and EBITDA growth and maintenance of a good liquidity profile. Downward pressure on the rating could arise should: i) the company's debt/EBITDA (Moodys's adjusted) be sustained above 5x for an extended period, ii) liquidity deteriorate, iii) negative free cash flow worsen from expected levels, or iv) should execution of its share capture and growth strategy materially stall or weaken. Headquartered in Norwalk, CT, Frontier is a leading communications provider offering broadband to consumers and businesses in 25 states. Frontier generated $6.2 billion of revenue in the last 12 months ended March 31, 2022. The principal methodology used in this rating was Telecommunications Service Providers published in January 2017. GENERATOR TECHNOLOGIES: Seeks to Hire Craig M. Geno as Counsel -------------------------------------------------------------- Generator Technologies, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as its counsel. The firm will render these legal services: (a) advise the Debtor regarding questions arising from certain contract negotiations which will occur during the Debtor's business operation; (b) evaluate and attack claims of various creditors; (c) appear in, prosecute, or defend suits and proceedings, and take all necessary and proper steps and other matters and things involved in or connected with the affairs of the Debtor's estate; (d) represent the Debtor in court hearings and assist in the preparation of legal papers as may be necessary in this proceeding; (e) advise and consult with the Debtor in connection with any reorganization plan; and (f) perform such other legal services on behalf of the Debtor. The hourly rates of the firm's counsel and staff are as follows: Craig M. Geno, Esq. $400 Associates $275 Paralegals $200 In addition, the firm will seek reimbursement for expenses incurred. The firm also requires a retainer of $10,000 from the Debtor. Craig Geno, Esq., an attorney at the Law Offices of Craig M. Geno, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 427-0048 About Generator Technologies Generator Technologies, LLC , a company that offers various services such as generator installations, generator repairs, generator sales based in Madison, Miss., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 22-00833) on April 29, 2022. In the petition signed by Les Battles, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jamie A. Wilson oversees the case. The Law Offices of Craig M. Geno, PLLC serves as the Debtor's counsel. GOPHER COURIER: Wins Cash Collateral Access Thru May 18 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Gopher Courier Service, Inc. to use cash collateral on the same terms and conditions as the prior order authorizing use of cash collateral, through May 18, 2022. The Court held that, in light of the case being reassigned from Chief Judge Christopher Panos to Judge Elizabeth D. Katz, the hearing on this matter set for May 12 has been rescheduled to May 18 at 12:30 p.m. The rescheduled hearing will be conducted telephonically. A copy of the order is available at https://bit.ly/3M5zJw9 from PacerMonitor.com. About Gopher Courier Service Gopher Courier Services, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 21-40929) on Dec. 24, 2021, disclosing as much as $1 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. The Debtor is represented by Robert W. Kovacs Jr., Esq., at Kovacs Law, P.C. GRAND 4141: $12K Cash Infusion to Fund Plan Payments ---------------------------------------------------- The Grand 4141, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Plan of Reorganization dated May 5, 2022. The Debtor owns and leases out a condominium unit #4141 in The Grand Condominium located at 1717 North Bayshore Drive, Miami FL. This unit along with approximately 11 others was owned by Izad Djahanshahi who is at this moment the sole owner of the Debtor. The Debtor was formed in December 2020 but did not do business until it acquired title to unit 4141 on February 7, 2022. At the time of the transfer of title, the property was subject to a foreclosure action filed by HSBC BANK Dade County Circuit Court, Case #20-004625. The purpose of the filing was to allow for either a modification of the existing financing or to obtain new financing of the property. The property has a rental value of $3,000.00 per month and according to the Dade County Tax Collector a value of $345,648.00. After deduction for expenses there is approximately $2,000.00 per month available for debt service. Allowed Administrative Claims (designated as Class I Claims) shall be paid in full on the latter of the Effective Date or the date they are allowed by an Order of the Bankruptcy Court or as agreed between the parties. Class II consists of the secured debt of HSBC and will be paid either (a) in full upon confirmation or (b) at HSBC's option the entire debt secured and undersecured at the rate of $1632.92 per month for 15 years from the effective date at which time the entire balance due will be paid in full. The Debtor reserves the right to dispute the alleged amount due. Class III consists of the Debtor's current equity holder who will retain his equity interest in the Debtor and such third Party, if any, who will provide funding for the Plan. Payments and distributions under the Plan will be funded in part by the infusion of $12,000.00 from Djhan's personal funds in exchange for which he will retain his interest in the Debtor. A full-text copy of the Disclosure Statement dated May 5, 2022, is available at https://bit.ly/3w8NqVp from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Stan L. Riskin, Esq. Advantage Law Group, PA 20801 Biscayne Blvd., Ste. 506 Aventura, FL 33180 Tel: (305) 936-8844 Cell: (954) 648-9040 Fax: (305) 627-3831 Email: stan.riskin@gmail.com About The Grand 4141 The Grand 4141, LLC filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-11043) on Feb. 9, 2022, listing up to $500,000 in assets and up to $1 million in liabilities. Izad N. Djahanshahi, manager, signed the petition. Judge Robert A. Mark oversees the case. Stan L. Riskin, Esq., at Advantage Law Group, PA, serves as the Debtor's legal counsel. GWG HOLDINGS: U.S. Trustee Appoints Bondholders' Committee ---------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent bondholders in the Chapter 11 cases of GWG Holdings, Inc. and its affiliates. The committee members are: 1. Bank of Utah Attn: Kade Baird 50 South 200 East, Suite 110 Salt Lake City, UT 84111 Tel: 801-924-3601 Fax: 801-924-3630 Email: kbaird@bankofutah.com Counsel: Akin Gump Strauss Hauer & Feld LLP Scott Alberino, Esq. 2001 K. Street N.W. Washington D.C., 20006 Tel: 202-887-4000 (Office) Fax: 202-887-4288 Email: salberino@akingump.com 2. Thomas Horton 139 Woodside Avenue Park City, UT 84060 Tel: 949-307-1011 Email: thomas@stratcomponent.com Counsel: Porter Hedges LLP Eric M. English, Esq. 1000 Main St., 36th Floor Houston, TX 77002 Tel: 713-226-6612 Email: eenglish@porterhedges.com Counsel: Girard Sharp LLP Daniel C. Girard, Esq. 601 California St., Suite 1400 San Francisco, CA 94108 Tel: 415-981-4800 Email: dgirard@girardsharp.com 3. Nilos T. Sakellariou 61 Cornhill Street Annapolis, MD 21401 Tel: 410-263-1313 Fax: 800-976-9226 Email: nsakellariou@ntsbearing.com 4. Donald W. Rhodes 310 Broekers Lane New Albany, IN 47150 Tel: 507-905-4673 Email: don-adorie@att.net 5. Matthew Pearce 1269 Caroline St. Alameda, CA 94501 Tel: 510-521-5100 Fax: 510-922-0450 Email: matthew@hitfastforward.com 6. Ali Danesh 5010 Cerrillos Drive Woodland Hills, CA 91364 Tel: 818-633-4110 Fax: 818-883-7076 Email: parininc@yahoo.co 7. Frank S. Moore 757 Rockdale Drive San Francisco, CA 94127 Tel: 415-948-1415 Fax: 415-292-6694 Email: fsmoore@pacbell.net Counsel: Porter Hedges LLP Eric M. English, Esq. 1000 Main St., 36th Floor Houston, TX 77002 Tel: 713-226-6612 Email: eenglish@porterhedges.com Counsel: Girard Sharp LLP Daniel C. Girard, Esq. 601 California St., Suite 1400 San Francisco, CA 94108 Tel: 415-981-4800 Email: dgirard@girardsharp.com About GWG Holdings Inc. Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH), conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC and GWG Life's wholly-owned subsidiaries. GWG Holdings and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, as president and chief executive officer, GWG Holdings estimated assets between $1 billion and $10 billion and estimated liabilities between $1 billion and $10 billion. The cases are assigned to Honorable Bankruptcy Judge Marvin Isgur. Charles Stephen Kelley, of Mayer Brown LLP, is the Debtor's counsel. National Founders LP, as DIP Lender, is represented by: Michael Fishel, Esq. Sidley Austin LLP 1000 Louisiana St., Suite 5900 Houston, TX 77002 Tel: (713) 495-4500 Fax: (713) 495-7799 Email: mfishel@sidley.com - and - Matthew A. Clemente, Esq. Sidley Austin LLP 1 S Dearborn St Chicago, IL 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 Email: mclemente@sidley.com - and - William E. Curtin, Esq. Sidley Austin LLP 787 7th Ave New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: wcurtin@sidley.com H-CYTE INC: Incurs $3.9 Million Net Loss in First Quarter --------------------------------------------------------- H-Cyte Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.89 million on $379,560 of revenues for the three months ended March 31, 2022, compared to a net loss of $1.41 million on $376,168 of revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $701,245 in total assets, $4.83 million in total liabilities, and a total stockholders' deficit of $4.13 million. H-Cyte said "The Company has historically incurred losses from operations and expects to continue to generate negative cash flows as it implements its plan around the Biosciences Division. "COVID-19 has adversely affected the Company's financial condition and results of operations. The impact of the outbreak of COVID-19 on the economy in the U.S. and the rest of the world is expected to continue to be significant. The extent to which the COVID-19 outbreak will continue to impact the economy is highly uncertain and cannot be predicted. Accordingly, the Company cannot predict the extent to which its financial condition and results of operations will be affected." The Company had cash on hand of approximately $341,000 as of March 31, 2022 and approximately $92,000 as of April 29, 2022. The Company said its cash is insufficient to fund its operations over the next year and the Company is currently working to obtain additional debt or equity financing to help support short-term working capital needs. "There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. If the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings, or raising equity capital, the Company may be forced to discontinue operations," the Company added. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1591165/000149315222012070/form10-q.htm About H-CYTE Inc. Headquartered in Tampa, Florida, H-CYTE -- http://www.HCYTE.com-- is a hybrid-biopharmaceutical company dedicated to developing and delivering new treatments for patients with chronic respiratory and pulmonary disorders. H-Cyte reported a net loss of $4.80 million for the year ended Dec. 31, 2021, compared to a net loss of $6.46 million on $2.15 million of revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $321,405 in total assets, $4.98 million in total liabilities, and a total stockholders' deficit of $4.66 million. Tampa, Florida-based Frazier & Deeter, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Feb. 25, 2022, citing that he Company has negative working capital, has an accumulated deficit, has a history of significant operating losses and has a history of negative operating cash flow. These factors raise substantial doubt about the Company's ability to continue as a going concern. H. EDWARD PARIS DDS: Unsecureds Will Get 18% of Claims in 36 Months ------------------------------------------------------------------- H. Edward Paris, DDS, P.C., submitted an Amended Plan of Reorganization for Small Business dated May 5, 2022. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $5,095.82. The final Plan payment is expected to be paid on September 30, 2025. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 18 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. General Unsecured Creditors (Class 3) are composed of only 2 creditors. This class will be paid as follows: * Debtor, of the Trustee, will pay thirty six monthly payments each in the amount of $5,000.00, which will be divided pro rata between Paragon Bank, with a claim of $1,159,385.00, and Truist , which holds 2 claims, with a combined value of $49,303.00; * Debtor, or the Trustee, will pay out a pro rata share of preference recoveries including, but not limited to, preference recoveries against Paragon Bank. The Debtor will continue to operate in the ordinary course of business in order to make the payments until such time as the Debtor's sole shareholder and its one practicing dentist concludes that it is no longer possible for hime to continue to engage in endodontistry practice or 36 months following the effective date of the plan, whichever comes earlier. A full-text copy of the Amended Plan of Reorganization dated May 5, 2022, is available at https://bit.ly/3PfA8y3 from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Fife M. Whiteside, Esq. Fife M. Whiteside PC 1124 Lockwood Ave Columbus, GA 31906-2416 Tel: 706-320-1215 Fax: 706-320-1217 Email: whitesidef@mindspring.com About H. Edward Paris, DDS H. Edward Paris, DDS, P.C., an endodontics practice in Columbus, Ga., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-40150) on April 8, 2021. H. Edward Paris, authorized representative, signed the petition. At the time of the filing, the Debtor had $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge John T Laney, III is assigned to the case. Fife M. Whiteside PC is the Debtor's legal counsel. HAMON HOLDINGS: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Hamon Holdings Corporation and its affiliates. The committee members are: 1. PSP Industries Attention: Brad Hooper 9885 Doerr Lane Schertz, TX 78154 Phone: (210) 646-5903 Email: bradh@pspindustries.com; 2. NWL, Inc. Attention: James David Seitz 312 Rising Sun Road Bordentown, NJ 08505 Phone: (609) 954-7561 Email: dseitz@nwl.com 3. Economasters, LLC Attention: Paul Hildebrand 3209 W. 21st Street Tulsa, OK 74107 Phone: (918) 388-3828 Email: paul@economastersllc.com. Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Hamon Holdings Corp. Hamon Holdings Corp., a Delaware-based engineering and contracting company, and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 22-10375) on April 24, 2022. In the petition filed by Joseph DeMartino, vice-president, Hamon Holdings listed up to $50,000 in assets and up to $50,000 in liabilities. The case is assigned to Honorable Bankruptcy Judge John T Dorsey. Jarret P. Hitchings, of Duane Morris LLP, is the Debtor's counsel. HUMANIGEN INC: Incurs $21.3 Million Net Loss in First Quarter ------------------------------------------------------------- Humanigen, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $21.28 million on $1.04 million of total revenue for the three months ended March 31, 2022, compared to a net loss of $65.57 million on $486,000 of total revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $71.33 million in total assets, $96.37 million in total liabilities, and a total stockholders' deficit of $25.05 million. Humanigen said, "While we believe our plans to raise additional funds will alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, these plans are not entirely within our control and cannot be assessed as being probable of occurring at this time. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to delay or reduce the scope of or eliminate one or more of our research or development programs, our comme rcialization efforts or our manufacturing commitments and capacity. In addition, if we raise additional funds through collaborations, strategic alliances or marketing, supply, distribution, or licensing arrangements with third parties, we may have to relinquish rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us." Net cash used in operating activities, net of balance sheet changes, was $19.4 million for the quarter ended March 31, 2022. During the first quarter of 2022, the company sold shares of its common stock under its At-the-Market or "ATM" facility, raising net proceeds of approximately $18 million. As of March 31, 2022, the company had cash and cash equivalents of approximately $69 million. Management Commentary "A key highlight of the first quarter was the completion of enrollment in the ACTIV-5/BET-B study. We also held a productive Type B pre-EUA meeting with FDA where we gained alignment on the data and statistical analysis plan to be included as part of the amendment to our EUA for LENZ in COVID-19 patients. In concert with the NIH, we anticipate top-line data in the primary analysis population to be reported in the second quarter, with an amendment to our EUA submission planned to follow," stated Cameron Durrant, chairman and chief executive officer, Humanigen. "We anticipate hospitalizations from COVID-19 will continue for years to come. Published data on LENZ, confirmed by key opinion leaders and national guideline committees, including NIH, supports treatment guidance based on CRP levels and first-line utilization in hypoxic patients." "Hospitalizations from COVID-19 in the US continue to remain steady with a 7-day average of 2,072 new daily hospitalizations. While there have been more than 900,000 people already hospitalized in the US this year to date, synergizing results from multiple forecasting models prepared by leading experts in epidemiology in four different scenarios forecast additional COVID-19 hospitalizations in the United States, to range from approximately 500,000 to 1,200,000 for the remainder of 2022. Variant agnostic treatments for hospitalized patients are still desperately needed," commented Edward Jordan, chief commercial officer, Humanigen. "As well as its clinical benefit in reducing invasive mechanical ventilation and death, LENZ could deliver significant economic savings to health care systems. LENZ can be used in combination with remdesivir, which is currently used in 50% of hospitalized COVID-19 patients in the U.S. Sales of the top two hospital treatments for COVID-19 exceeded $7 billion in global revenue in 2021. We believe LENZ is well positioned to participate in this sizable and sustainable market," he added. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001293310/000121465922006352/r5222210q.htm About Humanigen, Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. -- http://www.humanigen.com -- is a clinical stage biopharmaceutical company developing its clinical stage immuno-oncology and immunology portfolio of monoclonal antibodies. The Company is focusing its efforts on the development of its lead product candidate, lenzilumab, its proprietary Humaneered anti-human GM-CSF immunotherapy, through a clinical research agreement with Kite Pharmaceuticals, Inc., a Gilead company to study the effect of lenzilumab on the safety of Yescarta, axicabtagene ciloleucel including cytokine release syndrome, which is sometimes also referred to as cytokine storm, and neurotoxicity, with a secondary endpoint of increased efficacy in a multicenter Phase Ib/IIclinical trial in adults with relapsed or refractory large B-cell lymphoma. Humanigen reported a net loss of $236.65 million for the 12 months ended Dec. 31, 2021, a net loss of $89.53 million for the 12 months ended Dec. 31, 2020, and a net loss of $10.29 million for the 12 months ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $71.06 million in total assets, $94.75 million in total liabilities, and a total stockholders' deficit of $23.69 million. IAMGOLD CORP: Moody's Puts B2 CFR on Review for Downgrade --------------------------------------------------------- Moody's Investors Service placed IAMGOLD Corporation's B2 corporate family rating, B2-PD probability of default rating and B3 senior unsecured notes rating under review for downgrade. The outlook has changed to rating under review from stable. The review for downgrade was prompted by IAMGOLD's announcement of a material increase in the estimated capital cost of its Cote Gold project and an expected delay in the completion of the project. In addition the company announced it is investigating measures to increase liquidity and capital resources for completion of Cote Gold. [1] On Review for Downgrade: Issuer: IAMGOLD Corporation Corporate Family Rating, Placed on Review for Downgrade, currently B2 Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD Gtd Senior Unsecured Global Notes, Placed on Review for Downgrade, currently B3 (LGD5) Outlook Actions: Issuer: IAMGOLD Corporation Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's placed IAMGOLD's ratings under review for downgrade to reflect the likelihood of a meaningful deterioration in financial leverage and liquidity in the next 12-24 months as the company completes the Cote Gold project. IAMGOLD is now indicating that the project will require between $1.2 to $1.3 billion of capital spending through 2023 to complete. This is about an over 70% increase compared to previous guidance of between $710 million and $760 million. In addition the project target completion date has been moved to approximately the end of 2023, representing a four to five month delay. The company has indicated that it will provide a detailed update on the Cote Gold project before the end of the second quarter 2022 (June 30). With the increased cost and delay the of the project, IAMGOLD will require additional liquidity and capital resources. IAMGOLD's liquidity, as of March 31 2022, is supported by $552 million in cash and cash equivalents and near full availability on its $500 million revolving credit facility due in January 2025. The ratings review will focus on IAMGOLD's projected operating and financial performance in 2022 and 2023, and various strategies contemplated by the company to secure the incremental funding required to complete the Côté Gold project. An important part of the review will be an assessment of the financial flexibility and company's ability to maintain the adequate liquidity levels and credit metrics commensurate with B2 rating throughout the project construction period. Headquartered in Toronto, Canada, IAMGOLD owns and operates three gold mines: Rosebel (95% owned,154koz of attributable gold production in 2021) in Suriname, Essakane (90%, 412koz) in Burkina Faso, and Westwood (100%, 13koz) in Canada. The company also owns 64.75% of the Côté Gold project in Ontario (Sumitomo Metal Mining owns 27.75% and 7.5% is held by other investors) which is currently under development in Canada and the Boto gold project in Senegal. Revenues for LTM Q3/2021 were $1.2 billion. The principal methodology used in these ratings was Mining published in October 2021. INFOW LLC: Sandy Hook Families Withdraw Infowars' Bankruptcy Claims ------------------------------------------------------------------- James Nani of Bloomberg Law reports that Sandy Hook victim families withdrew their claims against three bankrupt corporate entities tied to Alex Jones' Infowars, aiming to remove their creditor-status that may hinder separate damages trials. The three bankrupt Infowars-tied entities objected to the families' voluntary dismissal of their claims, arguing the move will increase litigation costs and raises "confusion" over court jurisdiction. Their tussle represents the latest hurdle in the conspiracy theorist's efforts to use bankruptcy to minimize the fallout from judgments for his statements about the school shooting. The Sandy Hook families and others have asked a court to dismiss the Chapter 11 case. 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. INTELSAT SA: Chapter 11 Bankruptcy Professionals' Fees Top $288M ---------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that Intelsat SA is seeking final court approval to pay its consultants and lawyers more than $288 million in fees for their work in the satellite operator's Chapter 11 case. A fee examiner appointed in the case recommended that the court approve the fees, according his report filed in the U.S. Bankruptcy Court for the Eastern District of Virginia. About $121.6 million of the total is for attorneys who worked on its restructuring, litigation and compliance, according to the report filed on May 6, 2022. Bankers, financial consultants and accountants also submitted fee claims. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. The Company is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. ION GEOPHYSICAL: Cash Collateral Use, $2.5MM DIP Loan ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized ION Geophysical Corporation and debtor-affiliates to use cash collateral on a final basis and obtain postpetition financing. Geophysical, ION Exploration Products (U.S.A.), Inc. (Exploration), I/O Marine Systems, Inc. (Marine), and GX Technology Corporation are permitted to obtain senior secured superpriority postpetition financing in an aggregate principal amount of $2,500,000, on a final basis, on the terms and conditions set forth in the Term Sheet, which DIP Facility will be available as term loans to the Debtors upon entry of the Final Order and the satisfaction of the other conditions set forth in the DIP Documents. Ankura Trust Company, LLC is the administrative agent and collateral agent under the DIP Facility. The Prepetition First Lien Lenders provided a revolving credit facility to the Borrowers pursuant to and in accordance with the Revolving Credit and Security Agreement, dated as of August 22, 2014, by and among the Borrowers, the lenders party thereto from time to time, and Ankura, as successor administrative agent and collateral agent. As of the Petition Date, the Borrowers owed the Prepetition 1L Secured Parties in the aggregate principal amount of not less than $15,600,000. As of the Petition Date, pursuant to and in accordance with an Indenture, dated as of April 20, 2021, by and among Geophysical, as issuer, the guarantors party thereto, UMB Bank, National Association, as trustee and as collateral agent, and the noteholders party to the Prepetition Second Lien Indenture from time to time, the Prepetition 2L Noteholders provided for the issuance of notes to the Borrowers, and the Prepetition Guarantors guaranteed the obligations of the Borrowers on a joint and several basis. As of the Petition Date, the Borrowers and Prepetition Guarantors were indebted to the Prepetition 2L Secured Parties in the aggregate principal amount of not less than $116,193,000, plus any other amounts due and payable under the Prepetition Second Lien Indenture. The Debtors have a critical need for the DIP Facility and to continue to use the Collateral (including cash collateral) in order to, among other things, (a) avoid the liquidation of these estates, (b) permit the orderly continuation of the operation of their businesses, (c) maintain business relationships with customers, vendors, and suppliers, (d) make payroll, (e) satisfy other working capital and operational needs, (f) pay professional fees, expenses, and obligations benefitting from the Carve-Out, and (g) pay costs, fees, and expenses associated with or payable under the DIP Documents, the Interim Order, and the Final Order. As adequate protection, the Prepetition Agents, for the benefit of their respective Prepetition Secured Parties, are granted a valid, perfected security interest in and lien on all of the DIP Collateral, in each case subject and subordinate only to (i) the Carve-Out and (ii) the DIP Liens and the Permitted Encumbrances. The Prepetition Agents, for the benefit of their respective Prepetition Secured Parties, are granted an allowed superpriority administrative expense claim under section 507(b) of the Bankruptcy Code with priority in payment over any and all administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code which will be payable from and have recourse to all prepetition and postpetition property of the Debtors and all proceeds thereof. The Carve-Out means (i) all administrative expenses pursuant to 28 U.S.C. section 1930(a)(6) for fees payable to the U.S. Trustee, as determined by agreement of the U.S. Trustee or by final Court order and 28 U.S.C. section 156(c) for fees required to be paid to the Clerk of the Court, and (ii) all reasonable fees and expenses incurred by a chapter 7 trustee appointed under section 726(b) of the Bankruptcy Code in an amount not to exceed $75,000. A copy of the final order is available at https://bit.ly/37FUnnE from PacerMonitor.com. 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. Texas Lead Case No. 22-30987) on April 12, 2022. At the time of 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. ION GEOPHYSICAL: Gets Court OK to Gather Votes on Bankruptcy Plan ----------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that seismic mapper Ion Geophysical Corp. won court approval to gather votes on its proposed bankruptcy plan, but will likely face resistance from low-ranking creditors as it seeks final approval of the deal. U.S. Bankruptcy Judge Marvin Isgur on Monday, May 9, 2022, conditionally approved an outline of the plan, which calls for either selling off Ion's assets or handing equity in the company to the second-lien creditors. But the deal would leave low-ranking creditors with very little and may unfairly favor Gates Capital Management, according to Greg Pesce of law firm White & Case. 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. Texas 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: Moody's Upgrades CFR to Ba2, Outlook Stable ------------------------------------------------------ Moody's Investors Service has upgraded iStar Inc.'s corporate family and senior unsecured ratings to Ba2. Moody's has also upgraded iStar's preferred stock rating to B1. Additionally, Moody's has withdrawn iStar's Speculative Grade Liquidity Rating of SGL-2. iStar's outlook is stable. This rating action concludes the review for upgrade initiated on February 18, 2022, following iStar's announcement that it had entered into an agreement to sell its net lease asset portfolio for $3.07 billion. The sale was completed on March 22, 2022. Upgrades: Issuer: iStar Inc. Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 from Ba3 Senior Unsecured Shelf, Upgraded to (P)Ba2 from (P)Ba3 Subordinate Shelf, Upgraded to (P)B1 from (P)B2 Pref. Stock, Upgraded to B1 from B2 Pref. Shelf, Upgraded to (P)B1 from (P)B2 Pref. Shelf Non-Cumulative, Upgraded to (P)B1 from (P)B2 Withdrawals: Issuer: iStar Inc. Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Outlook Actions: Issuer: iStar Inc. Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Moody's upgraded iStar's ratings based on strong asset coverage, including cash on the balance sheet, of the remaining debt outstanding, and Moody's expectation of a favorable capital position for iStar following its sale of the net lease portfolio. Moody's expects that iStar's capital as measured by total common equity / total managed assets will be close to 30% as iStar continues to address some of its remaining maturities using some of the net sale proceeds. Safehold Inc. (Baa1 stable) now represents iStar's largest investment (approximately 56% of managed assets), in which it owns a 64.7% economic interest with 41.9% of voting rights. Additionally, all of iStar's debt remains unsecured which provides incremental financial flexibility. Moody's said that these strengths are offset by iStar's inconsistent operating performance, riskier investments in land and development, and limited fixed charges coverage from the operating cash flow of its business activities. iStar has good liquidity anchored on the remaining cash from the sale of its net lease portfolio ($1.5 billion at March 31, 2022) and availability on its revolving credit facility. Moody's expects that iStar will use a portion of cash from its asset sale to address its debt maturities. An additional credit challenge for iStar relates to some uncertainty surrounding its longer-term strategy and how the dynamics of its relationship with Safehold will evolve. Moody's also said there remains an element of governance and event risk in the close inter-relationships between iStar and Safehold, including key person risk associated with their common Chairman & Chief Executive Officer, who is the companies' strategic visionary and key franchise-builder. The unsecured notes rating of Ba2 is line with the corporate family rating due to its preponderance in the capital structure. The preferred stock rating of B1 is two notches lower than the senior unsecured debt rating, reflecting its subordination to the senior unsecured notes. The company also has a $350 million borrowing base revolving facility (unrated), expiring September 27, 2022. The stable outlook reflects Moody's expectations that iStar will use the majority of the proceeds from the sale of net lease assets to pay-off a portion of its outstanding debt and that the company will continue to invest in its ground lease business as articulated by the management team. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade iStar's ratings if the company sustains stable profitability and low credit losses, consistently generates enough operating cash flow to service its mandatory obligations while also articulating and following a clear long-term strategy that benefits creditors. The ratings could be downgraded if there is a greater than expected encumbrance of assets, deterioration in operating performance, lower than expected debt paydown, or if it engages in asset purchases or other actions inconsistent with its currently articulated strategy of moving towards greater focus on its ground lease business. The ratings could also be downgraded if governance-related risks associated with iStar's ownership interest in Safehold materialize such that it results in a deterioration in iStar's financial condition or future business prospects. iStar Inc. [NYSE: STAR] finances, invests in and develops real estate and real estate related projects. The New York City-based REIT had total assets of $4.1 billion at March 31, 2022, including the $1.4 billion investment in its ground lease affiliate, Safehold Inc. [NYSE: SAFE]. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. JAFFAN INTERNATIONAL: Unsecureds Will Get 100% over 5 Years ----------------------------------------------------------- Jaffan International, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated May 5, 2022. The Debtor was incorporated on December 11, 2013. The Debtor operates a restaurant and bar under the name "Crave Restaurant and Bar." The Debtor operates from 2001 E. Fowler Ave., Ste. B, Tampa, FL 33612 which it leases from Radhe Krishna Properties, LLC. The Plan under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the Debtor's current and future earnings. This Plan provides for one (1) classes of priority claims, four (4) classes of secured claims, one (1) class of general unsecured claims, and one (1) class of equity security holders. Unsecured creditors holding allowed claims will receive a 100% distributions on their claim, payable over five years. This Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. Class 6 consists of General Unsecured Claims. The Debtor will pay claimants in this class 100% of their allowed claim without interest in twenty equal quarterly installments, with payments commencing on the start of the second calendar quarter immediately following the Effective Date of the Plan and continuing for a total of twenty consecutive quarters. The Debtor estimates that there is a total of $90,104.74 in claims in this class which equates to a quarterly distribution of approximately $4,505.24. Promissory notes will be issued to each creditor in this class with allowed claims to evidence payments, which promissory notes shall be enforceable in any Court of Competent Jurisdiction. The amount of the pro rata distribution will be considered final and binding 30 days after the filing of the Certificate of Substantial Consummation by the Debtor. Class 7 consists of Equity Security Holders of the Debtor. Equity will retain ownership in the Debtor postconfirmation. No distribution will be made to equity until such time as all payments in Class 6 have been made. Current equity will continue to manage the Debtor post confirmation. The Plan will be funded by the continued operations of the Debtor. A full-text copy of the Plan of Reorganization dated May 5, 2022, is available at https://bit.ly/3L8o8ew from PacerMonitor.com at no charge. Attorney for Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About Jaffan International Jaffan International, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00459) on Feb. 4, 2022. In the petition signed by Ahmad Maher AlJaffan, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's legal counsel. JAFFAN INTERNATIONAL: Wins Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Jaffan International, LLC to use the cash collateral of US Foods, Inc. and Syndimate 2017 LP on a further interim basis, retroactive to February 4, 2022. The Debtor is permitted to use cash collateral to pay amounts expressly authorized by the Court, one-quarter of the current and necessary expenses set forth in the budget plus an amount not to exceed 10% for each line item, and additional amounts as may be expressly approved in writing by the Secured Creditors. Moreover, the Debtor is authorized to make monthly adequate protection payments to The Tamm Corporation, Inc. in the regular contractual amount of $1,633. The Tamm Corporation's claim is secured by a first position lien on the Debtor's 4COP liquor license. As adequate protection, the Secured Creditors will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as the prepetition liens, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will also maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors. The continued hearing on the matter is scheduled for June 30 at 10:30 a.m. A copy of the order is available at https://bit.ly/3l1222Y from PacerMonitor.com. About Jaffan International, LLC Jaffan International, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00459) on February 4, 2022. In the petition signed by Ahmad Maher AlJaffan, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's counsel. JODY INC: Seeks Approval to Hire Calaiaro Valencik as Counsel ------------------------------------------------------------- Jody, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Calaiaro Valencik as its counsel. The firm's services include: a) preparation of the bankruptcy petition and attendance at the first meeting of creditors; b) advise with regard to the Debtor's rights and obligations during the chapter 11 reorganization; c) representation of the Debtor to any motions to convert or dismiss the chapter 11; d) representation of the Debtor in relation to any motions for relief from stay filed by creditors; e) preparation of the Plan of Reorganization and Disclosure Statement; f) preparation of any objections to claims; g) otherwise, representation of the Debtor in general. The firm will be paid at these hourly rates: Donald R. Calaiaro, Esq. $395 David Z. Valencik, Esq. $350 Mark B. Peduto, Esq. $300 Andrew K. Pratt, Esq. $300 Paralegal $100 The firm received a retainer of $5,000, plus chapter 11 filing fee of $1,738. Calaiaro Valencik is a disinterested person as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David Z. Valencik, Esq. CALAIARO VALENCIK 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Phone: (412) 232-0930 Email: dvalencik@c-vlaw.com About Jody, Inc. Jody, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No. 22-20805) on April 27, 2022. The petition was signed by John P. Oliver as president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. David Z. Valencik, Esq. at CALAIARO VALENCIK represents the Debtor as its counsel. K.B. PROPERTIES: Hires Realty Executives as Real Estate Broker -------------------------------------------------------------- K.B. Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Ann Scarano of Realty Executives Williams Sykes Realty as its real estae broker. The firm will market and sell the Debtor's property located at 72 Airport Drive, Suite 104, Wappingers Falls, New York 12590. The firm will receive a total commission of 5 percent of the sales price. Realty Executives does not represent or hold any interest adverse to the debtor or to the estate, according to court filings. The firm can be reached through: Ann Scarano Realty Executives Williams Sykes Realty 1060 Freedom Plains Road Poughkeepsie , NY 12603 Direct Phone: 845-505-3850 Mobile Phone: 845-505-3850 About K.B. Properties K.B. Properties, LLC, a company in Wappingers Fallas, N.Y., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-35166) on Mar. 28, 2022, listing up to $10 million in assets and up to $1 million in liabilities. Kenneth Beheran, managing member, signed the petition. Judge Cecelia G. Morris oversees the case. Genova, Malin & Trier LLP serves as the Debtor's legal counsel. KOSMOS ENERGY: S&P Upgrades ICR to 'B+' on Improved Liquidity ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Kosmos Energy Ltd. to 'B+' from 'B'. S&P said, "We affirmed our 'B+' issue-level rating on the company's senior unsecured notes. We also revised our recovery rating on the company's unsecured debt to '3' from '2' largely driven by the exercise of preemptive rights on the ringfenced assets recently acquired from Occidental Petroleum, which back the senior unsecured notes and RCF facilities. "The stable outlook reflects our view that the company will maintain funds from operations to debt in the 45% to 55% range and adequate liquidity over the next two years, and that cash flows should be more than sufficient to fund the remainder of the first phase of the Tortue gas project. "Improved cash flows under S&P Global Ratings revised commodity price assumptions result in stronger credit measures than we previously expected. "We recently raised our price assumptions for Brent oil to $90 per barrel (bbl) for the remainder of 2022 and $75/bbl in 2023, and $55/bbl in 2024 and thereafter. We now expect Kosmos' cash flow will improve over the next 12-24 months and be more than sufficient to fund its portion of phase 1 of the BP-operated Tortue gas project offshore Mauritania and Senegal. We expect the company's funds from operations (FFO) to debt to average in the 45% to 55% area in 2022 and 2023." The company renewed its RCF facility and freed up capacity on its reserve-based lending facility. In April 2022, Kosmos announced that it renewed its $250 million RCF facility and extended the maturity to the end of 2024 (from 2022). The company also paid down approximately $100 million on its reserve-based lending (RBL) facility, improving availability to $350 million. These steps, combined with the $338 million in cash on its balance sheet, provides over $938 million in total liquidity as of March 31, 2022. Going forward, S&P expects the company will likely use excess cash flows for paying down additional debt including amounts remaining on the RBL and potentially the $168 million Gulf of Mexico term loan due 2025. The Tortue Phase 1 project is generally on pace for a second half of 2023 completion. As of first quarter of 2022, BP had completed 75% of the phase 1 Tortue gas project offshore Mauritania and Senegal (Kosmos holds a 26.7% interest). While largely on track and despite minimal inflationary cost overruns given long-term contracts already secured, the project's floating production and storage offloading (FPSO) was previously locked down off the coast of China given the country's zero-COVID policy strategy. S&P continues to expect the project will be completed largely within the guided timeframe but note uncertainty surrounding China's policy . S&P affirmed its 'B+' issue-level rating on Kosmos' senior unsecured notes and revised the recovery rating to '3' from '2'. Tullow exercised its preemptive rights on the offshore Ghana assets, thereby lowering the asset value ring-fenced for Kosmos' senior unsecured notes and RCF lenders. S&P said, "As a result, we revised our recovery rating to '3', indicating our estimate of 50% to 70% recovery (rounded estimate: 65%) to creditors in the event of a payment default, from '2'. However, we expect the company will be able to add up to 100 million barrels of oil equivalent (mmboe) of reserves once the Tortue phase 1 project is online next year, supporting the senior unsecured debt." S&P said, "Our stable outlook on Kosmos Energy reflects our expectation of stronger free cash flows, which further supports improved cash flow leverage metrics and liquidity, including funding for phase 1 of the Tortue project. We expect the company to maintain FFO/debt in the 45% to 55% range in 2022 and 2023. With 63% of its first quarter 2022 revenues generated from Ghana, rating and outlook on Kosmos also reflects its significant exposure to that country. "We could lower the rating on Kosmos should its financial ratios weaken such that FFO to debt declined below 30% while debt to EBITDA rose above 3.0x for a sustained period or discretionary cash flow generation weakened such that it became necessary to find outside funding, without some other form of funding availability. Alternatively, we could lower the rating if we lowered the credit rating on Ghana because we cap our credit rating on Kosmos one notch above our current 'B' transfer and convertibility (T&C) rating on Ghana. "Our issuer credit rating on Kosmos is currently capped at 'B+' based on our assessment of its exposure to Ghana. We could upgrade the company should it decrease its exposure to Ghana and increase exposure to a higher rated country, or should Ghana's rating profile improve. Additionally, an upgrade would require the company to maintain FFO/debt comfortably above 45% on a sustained basis." ESG credit indicators: E-4; S-3; G-3 S&P said, "Environmental factors are a negative consideration in our rating analysis on Kosmos Energy Ltd. As the E&P industry contends with an accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher return investments. Given its material deepwater exposure relative to overall assets, Kosmos Energy faces higher environmental risks than onshore producers due to their susceptibility to interruption. Additionally, social factors are moderately negative given offshore operations are more subject to fatal accidents given the inherent risks of operating oil rigs, which involve air and water transportation of personnel, among other activities that could be life-threatening without proper care. Governance factors are also a moderately negative consideration, as we continue to monitor management's ability to successfully operate large scale deepwater projects offshore of West Africa." LA CASA CANAVERAL: Plan Confirmation Hearing Moved to June 2 ------------------------------------------------------------ Judge Grace E. Robson, on April 29, 2022, entered an order providing that the Plan confirmation hearing of La Casa Canaveral LLC, is rescheduled for June 2, 2022 at 2:00 p.m. in Courtroom D, Sixth Floor, 400 West Washington Street, Orlando, Florida 32801. The hearing on the Motion to Sell Real Property is rescheduled for May 18, 2022, at 1:30 p.m. in Courtroom D, Sixth Floor, 400 West Washington Street, Orlando, Florida 32801. The Debtor has filed a Plan that provides for a sale of the Debtor's property. The value of the Real Property and subsequent sales proceeds are sufficient to satisfy primary creditor V Cape Canaveral, LLC's claim in full. The Debtor has already filed a motion to sell the property to JL ALF Investments, Inc., for $14 million. A full-text copy of the Disclosure Statement dated March 14, 2022, is available at https://bit.ly/3JjU8Mm from PacerMonitor.com at no charge. About La Casa Canaveral La Casa Canaveral LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns approximately 7.7 acres of Real Property located in Cape Canaveral, Brevard County, Florida. La Casa Canaveral filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-05584) on Dec. 14, 2021, listing as much as $10 million in assets. Danny P. Ringdahl, managing member, signed the petition. Judge Grace E. Robson oversees the case. Michael A. Saracco, Esq., at Zimmerman, Kiser & Sutcliffe, P.A., serves as the Debtor's legal counsel. LAKELAND HOLDINGS: Moody's Assigns B3 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service assigned to Lakeland Holdings, LLC (d.b.a. "WorldStrides") a corporate family rating at B3 and a probability of default rating of B3-PD. Concurrently, Moody's upgraded the rating assigned to Lakeland Tours, LLC's $211 million (as of December 31, 2021) senior secured third take-back term loan due 2025 ("third out term loan") to B3 from Caa2. Lakeland Tours, LLC is a wholly owned subsidiary of WorldStrides and is the borrower of the credit facilities. The Caa2 CFR and Caa2-PD PDR assigned to Lakeland Tours, LLC as well as the B1 rating assigned to the senior secured bank credit facility (priority exit) and the B2 rating assigned to the senior secured bank credit facility (second out), were withdrawn. The outlook remains stable. The rating actions follow the refinancing of certain tranches of the debt capital structure that were part of the exit facilities when the company emerged from bankruptcy in September 2020. The new debt capital structure consists of a $60 million senior secured first lien first out revolver due 2027 (unrated), an approximately $250 million senior secured first lien first out term loan due 2029 (unrated) and a $222 million senior secured first lien first out delayed draw term loan due 2029 (unrated), all issued by Lakeland Tours, LLC. There also remains the $228 million unsecured Holdco PIK Loan (unrated) that is issued by WorldStrides. Moody's expects that the delayed draw term loan will be used to refinance the third out term loan within the next two years. The delayed draw term loan will be available for the next 24 month and is subject to a maximum total net leverage as calculated by the company of 5.75x. The following ratings/assessments are affected by the action: New Assignments: Issuer: Lakeland Holdings, LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Ratings Upgraded: Issuer: Lakeland Tours, LLC Senior Secured Bank Credit Facility (Third Out Term Loan), Upgraded to B3 (LGD4) from Caa2 (LGD4) Ratings Withdrawn: Issuer: Lakeland Tours, LLC Corporate Family Rating, Withdrawn, previously rated Caa2 Probability of Default Rating, Withdrawn, previously rated Caa2-PD Senior Secured Bank Credit Facility (Priority Exit), Withdrawn, previously rated B1 (LGD1) Senior Secured Bank Credit Facility (Second Out), Withdrawn, previously rated B2 (LGD2) Outlook Actions: Issuer: Lakeland Holdings, LLC Outlook, Assigned Stable Issuer: Lakeland Tours, LLC Outlook, Remains Stable RATINGS RATIONALE The effective upgrade of the CFR to B3 from Caa2 reflects Moody's anticipation of an ongoing business recovery and the benefits of the refinancing. The new debt capital structure is more sustainable in Moody's view since there is less payment-in-kind debt and fewer tranches. The upgrades are also based on the recovery in earnings and demand for educational tours in FY 2022, which Moody's expects will continue for the next few years. As a result of, financial leverage and free cash flow are expected to improve and credit metrics will be in line with a B3 rating. All financial metrics cited reflect are Moody's standard adjustments. The B3 CFR reflects WorldStrides' highly leveraged debt capital structure, small scale and niche market that the company serves, which is also a mature market. The business remains susceptible to recessions given the discretionary nature of the tours that the company provides. Domestic travel volumes have largely recovered and it is Moody's expectation that international travel will continue to recover from COVID lows and there will be strong demand for educational tours due to pet up demand. As a result of the recovery in demand for educational tours this year and over the next few years, Moody's expects that total debt leverage will decline from 10.5x as of the end of December 2021 to below 8.5x as of the end of June 2023. Revenue for FY 2022 ending June 2022 will increase meaningfully from FY 2021 lows and will almost approach pre-COVID revenue. FY 2023 revenue is expected to exceed pre-COVID revenue levels based on anticipated growth of student participation in its programs. WorldStrides' highly levered financial profile is mitigated by its strong business profile -- the company is one of the leading providers of full service domestic and international travel and education services with a well-known brand presence. WorldStrides' teacher advocate network provides the company a way to maintain brand presence in schools and thus support retention for its programs. The company also has a well-diversified customer base with broad geographical footprint and programs that span the K-12, undergraduate and graduate classes, and a track record of having successfully integrated acquired businesses. On the cost side, the company's market position provides the ability to negotiate favorable rates with numerous airlines, coach lines and hotels, which could help extract certain cost savings to support margins. WorldStrides also collects deposits on travel itineraries well in advance of service provisioning, which provides some visibility into forward free cash flow generation. The rating for the individual debt instrument incorporates WorldStrides' overall probability of default, reflected in the B3-PD PDR and the loss given default assessment for the instrument. The upgrade of the $211 million third out term loan to B3 from Caa2 reflects the effective upgrade of the CFR to B3 from Caa2. The third out term loan has a loss given default assessment of LGD4. The B3 rating reflects its junior ranking compared to the unrated senior secured first lien first out debts, as conveyed by its third out payment priority, as well as carve outs from the collateral supporting this facility. The third out term loan rating also reflects meaningful first-loss support from the unrated $228 million unsecured Holdco PIK loan due September 2027. Liquidity is expected to be good over the next 12-15 months, supported by a $196 million cash balance as of December 2021, the $40 million that will be available until the third out term loan is refinanced under the undrawn $60 million revolving credit facility and expected FCF/debt in a 1.0% - 3.0% range. The revolver includes a minimum liquidity covenant and maximum total secured net leverage covenant that has step-downs. The net secured net leverage covenant will not be tested until December 2023. Moody's expects that WorldStrides will be compliant with applicable covenants. With the debt new capital structure, the company has no near term maturities, which supports the liquidity profile. The nearest maturity date is 2025 when the third out term loan matures. Moody's anticipates the third out term loan will be repaid with the net proceeds of the delayed draw term loan within the next two years. Moody's expects that the company will be able to meet the leverage required to access the dealyed draw term loan within the next two years. The stable outlook reflects Moody's expectation that revenue for FY 2022 and FY 2023 will continue to recover and exceed pre-COVID revenue by the end of FY 2023. WorldStrides is a well-known brand in the educational tours market and will be able to regain much of its customers that had put travel on hold during the pandemic. In addition, the capital structure is becoming more sustainable as the level of PIK debt is decreased, which should further decline when the third out term loan is refinanced. The company put in place several cost rationalization measures during the pandemic and Moody's expects that some of the measures will continue to support profit margins in the coming years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: 1) revenue continues to grow, which would increase market share and diversify sources of revenue; 2) debt to EBITDA is sustained below 6.0x; and 3) free cash flow to debt is expected to remain above 5%. In addition, the company would have to maintain good liquidity and refinance any payment-in-kind debt with cash-pay debt to achieve higher ratings. The ratings could be downgraded if increased competition or other factors result in weakened revenue growth or a sustained decline in revenue and lower profitability. Aggressive financial policies or debt-financed acquisitions leading Moody's to expect that debt to EBITDA will be sustained above 8.0x could also result in a downgrade. Further, if liquidity weakens materially and free cash flow to debt approaches break-even, downward rating would develop. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Charlottesville, Virginia, Lakeland Tours is an accredited educational institution that provides full service educational travel programs to K-12, undergraduate and post graduate students, both domestically and internationally. Lakeland Tours generated revenues of approximately $279 million over the twelve months ended December 31, 2021, including insurance proceeds. The company is owned by affiliates of private equity sponsor Eurazeo and minority investor Primavera Capital Group. LARSON VALLEY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee for Region 12 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Larson Valley, Inc. and its affiliates. About Larson Valley Larson Valley, Inc. and its affiliates filed a petition for Chapter 11 protection (Bankr. S.D. Iowa Lead Case No. 22-00326) on April 1, 2022. The affiliates are KDB LLC, Larson Farms Trucking Inc., Larson Logistics LLC, and Larson Ridge Inc. At the time of the filing, Larson Valley listed as much as $50 million in both assets and liabilities. Judge Lee M. Jackwig oversees the cases. Bradshaw, Fowler, Proctor & Fairgrave PC, led by Jeffrey D. Goetz, Esq., serves as the Debtors' legal counsel. LATAM AIRLINES: Plan Violates Chilean Law, Says Columbus Hill ------------------------------------------------------------- Columbus Hill Capital Management, L.P., the manager of funds that beneficially own, among other claims, over 12 million shares of common stock of LATAM Airlines Group S.A., filed an objection to confirmation of the Joint Plan of Reorganization of LATAM Airlines Group, S.A. et al., Under Chapter 11 of the Bankruptcy Code. Columbus Hill points out that the Plan cannot be confirmed because it violates fundamental principles of Chilean law. Chilean law provides robust protections for all shareholders to ensure that they are treated fairly. These include: (1) shareholder preemptive rights for all new issuances of shares and securities convertible into shares; (2) a requirement for expert valuations of any consideration other than cash that will be exchanged for new shares; and (3) a requirement that the issuance of new shares for non-cash consideration be approved by holders of at least two-thirds of all outstanding shares. The Plan, however, does not comply with these requirements of Chilean law because it: (1) proposes to issue new LATAM Parent shares underlying the Class A and Class C Notes to unsecured creditors at lower prices and on better terms than those offered to existing shareholders during the preemptive rights offering period; (2) does not provide for expert valuations of the claims that will be tendered in exchange for the new LATAM Parent shares underlying the New Convertible Notes Class A and New Convertible Notes Class C; (3) provides for only a majority vote of the shareholders attending the shareholders meeting to approve the issuance of the LATAM Parent shares underlying the Class A and Class C Notes; and (4) proposes to issue New Convertible Notes Class B to controlling shareholders on better terms than those offered to existing shareholders. The Plan is therefore not feasible, cannot be confirmed by the Bankruptcy Court, and will not be enforceable in Chile. Columbus Hill further points out the Plan attempts to bypass these requirements through the fiction of "convertible notes" that have no value as debt instruments, and will be immediately converted into shares on the Effective Date. Under Chilean law, however, the courts and regulators can disregard such attempts to disguise the true nature of a transaction. In the declarations of José Miguel Ried (the "Ried Declaration") and Juan Esteban Puga (the "Puga Declaration") attached to this Objection as Exhibit 1 with the following link: https://bit.ly/3y59EZX and Exhibit 2 with the following link: https://bit.ly/3KQCcJz, respectively, the transactions proposed by the Plan violate Chilean law. Thus, notwithstanding the Debtors' attempts to disguise that the Plan provides for the issuance of new equity to third parties, Chilean courts and regulators would look to the substance of these transactions and hold them to the same standards as an issuance of new shares to LATAM Parent's creditors in exchange for, in part, non-cash consideration - - i.e., unsecured claims against LATAM Parent. As a consequence, because they violate Chilean law, the transactions cannot and will not be approved by Chilean courts or regulators, or be enforceable in Chile. If the Plan transactions cannot be carried out or enforced in Chile, the Plan is not feasible and cannot be confirmed. Columbus Hill asserts that to support their Plan, the debtors cite two purported precedents involving the reorganizations of two Chilean companies, Enjoy S.A. and La Polar S.A. The transactions implemented by Enjoy and La Polar do not provide either precedent or support for the transactions proposed under the Plan. First, the Enjoy and La Polar transactions were fully consensual, as the Debtors concede. Because no parties in interest objected to these transactions, no Chilean court or regulator actually considered whether the Enjoy and La Polar transactions complied with Chilean law with respect to shareholder protections. Because no Chilean court or regulator actually determined that those transactions in fact complied with such protections, they provide no support or precedent for the argument that the Plan transactions (which are factually very different, as discussed below) comply with Chilean law. Second, the transactions of both Enjoy and La Polar were, in fact, approved by shareholders holding more than two-thirds of their respective outstanding shares, and all shareholders who were present in person or by proxy at the respective shareholder meetings for Enjoy and La Polar voted in favor of the transactions. As the Debtors' concede, no shareholder of either company objected to either of those transactions at the shareholders meetings or in any judicial or regulatory forum. That more than two-thirds of outstanding shares approved the transactions and no shareholder objected may explain why no Chilean court or regulator was asked to consider whether the transactions complied with Chilean law shareholder protections. Third, the terms of the Enjoy and La Polar transactions were materially different than the terms of the proposed transactions under the LATAM Plan. Here, LATAM Parent shareholders are required to pay in cash an amount equal to the face value for Class A and Class C notes that are immediately convertible into shares worth substantially less than the amount of cash being paid (ensuring that no LATAM Parent shareholders will actually exercise their preemptive rights with respect to such securities). LATAM Parent creditors, however, will acquire those same securities in exchange for a combination of non-cash and cash consideration that is worth substantially less than what the LATAM Parent Shareholders would be required to pay in cash for those securities. According to Columbus Hill, in contrast to the LATAM Plan, which is structured to disincentivize shareholders from exercising preemptive rights with respect to Class A and Class C Notes, the shareholders of Enjoy and La Polar were given the opportunity to purchase notes at face value that were convertible into shares of equivalent or greater value or on market terms. As detailed in the Ried Declaration and as the Debtors' expert witness does not dispute, Enjoy's shareholders were given the right to subscribe for notes convertible into shares at preferential prices to the then prevailing market price. La Polar's shareholders were given the right to subscribe for notes convertible into shares at prices based on the twelve month average market price for La Polar's stock. Indeed, shareholders of Enjoy and La Polar who did not waive their preemptive rights actually exercised their preemptive rights with respect to each class of convertible notes and shares offered by Enjoy and La Polar prior to their issuance to creditors. Columbus Hill points out the Plan also proposes to issue the Class B notes (defined below) to the LATAM Parent Stockholder Group (defined below) on better terms than they will be offered to other, nonfavored shareholders. While non-controlling shareholders who purchase the Class B Notes and their underlying shares will be subject to a 4-year lock-up period, the LATAM Parent Stockholder Group (who participated in the formulation of the Plan) have exempted themselves from this requirement for trades amongst themselves. By offering these notes on preferential terms to the LATAM Parent Stockholder Group, the Plan violates Chilean law preemptive rights. Columbus Hill further points out that a plan of reorganization for a Chilean company that does not comply with Chilean law, and cannot be implemented in Chile, is not feasible and cannot be confirmed under section 1129(a)(11) of the Bankruptcy Code. Nor can such a plan be shown to have been proposed in good faith, as required by section 1129(a)(3) of the Bankruptcy Code. As a result, the Plan cannot be confirmed. If, however, the Court concludes that the Plan either might comply with Chilean law or defers to Chilean courts and regulators on these issues, Columbus Hill's rights to challenge the Plan transactions in Chile on that basis cannot be impaired in any way by this Court. Chilean courts and regulators retain jurisdiction over such issues, and shareholders (and other parties in interest) have the right to address such matters in Chile. Counsel to Columbus Hill Capital Management, L.P.: Paul N. Silverstein, Esq. Brian Clarke, Esq. Philip M. Guffy, Esq. HUNTON ANDREWS KURTH LLP 200 Park Avenue New York, NY 10166 Tel: (212) 309-1000 E-mail: psilverstein@huntonak.com rianclarke@huntonak.com pguffy@huntonak.com 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: TLA Claimholders Want Postpetition Interest ----------------------------------------------------------- The TLA Claimholders Group, an ad hoc group of holders of claims against TAM Linhas Aereas S.A., submitted an objection to the Joint Plan of Reorganization of LATAM Airlines Group, S.A. et al. The TLA Claimholders Group points out that the Plan proposes to pay claims in TLA Class 6 the 100% of the principal amount of such claims, but deprives holders of those claims of any post-petition interest ("PPI"). At the same time, the Plan denies those creditors the right to vote, as the Plan deems Class 6 to be unimpaired under 11 U.S.C. section 1124. The Debtors bear the burden of establishing that the claims are unimpaired, and they can only meet this burden if they prove that the Plan "leaves unaltered the legal, equitable, and contractual rights" of creditors in TLA Class 6 even though the Plan denies them payment of PPI. Stripping creditors of their bargained-for rights to interest is a violent alteration of their "legal, equitable, and contractual rights." Thus, the Debtors cannot meet their burden and the Plan fails. TLA Claimholders Group further points out that for the Debtors to legitimately unimpair TLA Class 6, Second Circuit precedent mandates that that the Plan pay creditors PPI at the contractual rates set forth in the governing documents.4 See Ruskin v. Griffiths ("Ruskin"), 269 F.2d 827, 832 (2d Cir. 1959) ("[W]here there is no showing that the creditor entitled to the increased interest caused any unjust delay in the proceedings, it seems to us the opposite of equity to allow the [solvent] debtor to escape the expressly-bargained-for" contractual interest provision). Paying any lesser amounts, by definition, would alter the legal, equitable, and contractual rights of such creditors and is not unimpairment. Indeed, in the intervening 60-year period since Ruskin was decided, no court anywhere in the Second Circuit -- not one -- has suggested that Ruskin is no longer binding precedent. The Debtors ask this Court to be the first. According to TLA Claimholders Group, even if the outcome were not dictated by the Bankruptcy Code and existing precedent (and it is), the facts and circumstances here amply support requiring the Debtors to pay PPI at the contractual rates to unimpair TLA Class 6. It appears that TLA was solvent when it commenced its bankruptcy case and had no need to reorganize. Indeed, TLA was not among the original petitioners to file on the Parent Petition Date. Nearly 2 years later, TLA will emerge from bankruptcy still solvent, without having reorganized any of its own debts. At the same time, the Plan reinstates the TLA equity held by its parent and, as is the subject of extensive litigation, will also reinstate the equity of LATAM Airlines Group S.A., the ultimate parent. By allowing TLA to avoid paying PPI at the contractual rates, this Court would be allowing an entity to file a seemingly unnecessary bankruptcy, to then exploit the bankruptcy process to dodge its bargainedfor contractual commitments, and to then siphon the value not paid to its creditors to its corporate parent and on to its parent's out-of-the-money shareholders. The evidence at confirmation will show that this is the scenario the Second Circuit warned against in Ruskin -- allowing an equityholder of a solvent debtor to recover while denying creditors their full contractual entitlement. The TLA Claimholders Group respectfully submits that the Court should not endorse such an inequitable outcome. TLA Claimholders Group asserts that the Debtors cannot meet their burden to establish by a preponderance of the evidence that TLA Class 6 is unimpaired and as such the Plan cannot be confirmed. Counsel for the TLA Claimholders Group: Daniel A. Fliman, Esq. Christopher M. Guhin, Esq. Emily L. Kuznick, Esq. John F. Iaffaldano, Esq. PAUL HASTINGS LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 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:Creditors Lost Bid to Quash $734 Mil. Financing Deal ------------------------------------------------------------------- James Nani of Bloomberg Law reports that a group of LATAM Airlines Group SA's creditors lost its bid to quash the bankrupt airlines' financing arrangements to pay SVPGlobal and other shareholders and creditors $734 million, clearing the company's path to court confirmation of its reorganization. U.S. District Judge Jesse Furman on Tuesday, May 10, 2022, granted the Chilean airlines’ motion to dismiss an appeal by Banco del Estado de Chile, Columbus Hill Capital Management L.P., and other unsecured creditor groups. The creditor group's arguments that the financing agreements are unfair "are far from frivolous," Furman said. 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. LEGACY JH762: Seeks Approval to Hire The Associates as Counsel -------------------------------------------------------------- Legacy JH762 LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire David Lloyd Merrill, Esq. of the law firm of The Associates as its counsel. The firm will render these services: a. give advice to the debtor with respect to its powers and duties as debtor in possession and the continued management of its business operations; b. advise the debtor with respect to its responsibilities in complying with the US Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the debtor in all matters pending before the court; e. represent the debtor in negotiation with its creditors in the preparation of a plan. The firm requires a $5,262 retainer, plus $1,738 filing fee. Mr. Merrill and The Associates are disinterested as required by 11 U. S. C. Sec. 327(a), according to court filings. The firm can be reached through: David Lloyd Merrill, Esq. THE ASSOCIATES 2401 PGA Boulevard 280M Palm Beach Gardens, FL 33410 Tel: 561-877-1111 E-mail: dlm@theassociates.com About Legacy JH762 LLC Legacy JH762 LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-12147) on March 18, 2022. The petition was signed by Cassandra McCord, managing member. At the time of filing, the Debtor estimated $1,526,970 in assets and $973,557 in liabilities. Judge Mindy A. Mora presides over the case. David Lloyd Merrill, Esq. at THE ASSOCIATES represents the Debtor as counsel. LITTLE WASHINGTON: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 on May 11 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Little Washington Fabricators, Inc. The committee members are: 1. CK Manufacturing, LLC 330 Millwood Road Lancaster, PA 17603 Phone: (717) 464-2207 Fax: (717) 464-2242 Attention: Christ E. King, Managing Member Email: crist@ckmanufacturing.com 2. DRM Associates, Inc. 4333 Hanover Pike Manchester, MD 21101 Phone: (410) 239-6633 Fax: (410) 239-7208 Attention: Dennis R. McComas, President Email: drmassociates@yahoo.com 3. DS Pipe and Steel Supply, LLC 1301 Wicomico Street P.O. Box 6367 Baltimore, MD 21230 Phone: (410) 468-4519 Fax: (410) 539-4819 Attention: Deborah Drewry, Credit Manager Email: ddrewry@dspipeandsteel.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Little Washington Fabricators Little Washington Fabricators, Inc., a company in Wagontown, Pa., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10695) on March 22, 2022, listing as much as $10 million in both assets and liabilities. Douglas L. Howe, president, signed the petition. Judge Patricia M. Mayer presides over the case. The Debtor tapped Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin as bankruptcy counsel; and Eastburn and Gray, PC and McNees Wallace & Nurick, LLC as special counsels. LOGOS INC: Seeks to Hire Scarlett & Croll as Bankruptcy Counsel --------------------------------------------------------------- Logos, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Scarlett & Croll, PA as its legal counsel. The firm will render these legal services: (a) advise the Debtor with regards to its rights, powers and duties; (b) represent the Debtor in defense of proceedings instituted to reclaim property of the estate or to obtain relief from the automatic stay under Sec. 362 of the Bankruptcy Code; (c) assist the Debtor in the preparation of schedules, statement of financial affairs, and any amendments thereto that the Debtor may be required to file in this case; (d) represent the Debtor's interests in this bankruptcy proceeding; (e) assist the Debtor in the preparation of the Debtor's plan of reorganization and supporting documents or an orderly liquidation of the Debtor's assets; (f) investigate and advise the Debtor as to the potential ways to reorganize the Debtor's affairs and attempt, if appropriate, to discover potential assets in this bankruptcy proceeding; and (g) perform all of those duties appropriate to represent the Debtor in this bankruptcy proceeding. The hourly rates of the firm's counsel and staff are as follows: Robert B. Scarlett, Esq. $385 Other Professionals $250 – $385 Law Clerks and Paralegals $150 - $175 Prior to the petition date, the firm received a retainer of $5,000 from the Debtor. Robert B. Scarlett, Esq., a partner at Scarlett & Croll, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert B. Scarlett, Esq. Scarlett & Croll, PA 201 N. Charles St., Ste. 600 Baltimore, MD 21201 Telephone: (410) 468-3100 Facsimile: (410) 332-4026 Email: rscarlett@scarlettcroll.com About Logos Inc. Logos, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12491) on May 9, 2022, listing up to $50,000 in assets and up to $1 million in liabilities. Robert B. Scarlett, Esq., at Scarlett & Croll, PA serves as the Debtor's legal counsel. LOVE BITES: Dial Temporary Says Plan Discriminates Unfairly ----------------------------------------------------------- Creditor Dial Temporary Help Service, Inc., objects to confirmation of the proposed First Amended Chapter 11, Subchapter V, Plan filed by debtor Love Bites by Carnie, Inc. Dial Temporary is a non-priority general unsecured creditor of the Debtor, holding a claim for $287,025. According to Creditor, the Court should refuse to confirm the First Amended Plan because (1) the First Amended Plan discriminates unfairly in favor of classes of claims guaranteed by Debtor's principals; and (2) the First Amended Plan was not proposed in good faith. Creditor points out that the First Amended Plan discriminates unfairly against the Class 10 general unsecured claims without personal guarantees by Debtor's principals in favor of the Class 8 and Class 9 general unsecured claims with personal guarantees by Debtor's principals. Creditor further points out that with respect to treatment of Classes 8, 9, and 10, the First Amended Plan was not proposed in good faith under 11 U.S.C. section 1129(a)(3). There is unfair discrimination under the First Amended Plan, where general unsecured creditors without personal guarantees receive approximately 16% on their claims, while general unsecured creditors with personal guarantees from Debtor's principals are paid in full. The First Amended Plan does not indicate why this discrimination is appropriate or how such discrimination is fair with respect to Class 10. The preferential treatment of Class 8 and Class 9 over Class 10 seems solely for the purpose of favoring the insider at the expense of the non-insider. Attorneys for Dial Temporary Help Service, Inc.: James W. Hendry, Esq. BROWNSTEIN RASK LLP E-mail: jhendry@brownsteinrask.com About Love Bites by Carnie Love Bites by Carnie, Inc., manufactures sugar and confectionery products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 21-32073) on Oct. 11, 2021. In the petition signed by Tiffany Miller, chief executive officer, the Debtor disclosed $721,448 in assets and $3,635,699 in liabilities. Judge David W. Hercher oversees the case. Douglas R. Ricks, Esq., at Vanden Bos and Chapman, LLP, is the Debtor's counsel. LTL MANAGEMENT: Files Brief in 3rd Circ. Contesting Appeal ---------------------------------------------------------- HarrisMartin reports that LTL Management has filed an opposition brief with the 3rd Circuit U.S. Court of Appeals, contesting an appeal docketed there involving orders in which a Bankruptcy Court's rejected efforts to dismiss the Chapter 11 bankruptcy proceedings of Johnson & Johnson’s subsidiary formed to house talcum powder claims. In an April 26, 2022 opposition brief filed with the 3rd Circuit, LTL Management argued that the petitions "attack a creature of their own imagination." "The Bankruptcy Court's fact-intensive finding is the principal reason the petitions should be denied," the brief said. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. MALACHI GROUP: Taps Texarkana Legacy Group as Real Estate Broker ---------------------------------------------------------------- Malachi Group Trust seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Texarkana Legacy Group, LLC as real estate broker. The Debtor needs a broker to assist in the marketing and sale of its real property located at 2905 Arkansas Boulevard, Texarkana, Texas. The broker will be paid 4 percent of the sales price of the property. As disclosed in court filings, Texarkana Legacy Group is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Texarkana Legacy Group, LLC 210 North State Line Avenue Texarkana, AR 71854 Telephone: (870) 779-8000 Facsimile: (870) 779-8444 Email: info@texarkanalegacygroup.com About Malachi Group Trust Malachi Group Trust filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-30471) on March 16, 2022, listing up to $10 million in assets and up to $1 million in liabilities. Judge Stacey G. Jernigan oversees the case. Joyce W. Lindauer Attorney, PLLC serves as the Debtor's counsel. MARVIN KELLER: Seeks to Tap Rafool & Bourne as Bankruptcy Counsel ----------------------------------------------------------------- Marvin Keller Trucking, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to employ Rafool & Bourne, PC as its bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor regarding its rights, powers and duties in connection with the administration of its bankruptcy estate and the disposition of its property; (b) take such action as may be necessary with respect to claims that may be asserted against the Debtor and property of its estate; (c) prepare legal papers; (d) represent the Debtor with respect to inquiries and negotiations concerning creditors of its estate and property; (e) initiate, defend or otherwise participate on behalf of the Debtor in all proceedings before this court or any other court of competent jurisdiction; and (f) perform any and all other legal services on behalf of the Debtor which may be required to aid in the proper administration of its bankruptcy estate. Sumner Bourne, Esq., an attorney at Rafool & Bourne, will be paid at his hourly rate of $300, plus reimbursement of expenses incurred. Prior to the petition date, the firm received a retainer of $30,500 from the Debtor. Mr. Bourne disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sumner A. Bourne, Esq. Rafool & Bourne, PC 401 Main Street, Suite 1130 Peoria, IL 61602 Telephone: (309) 673-5535 Email: notices@rafoolbourne.com About Marvin Keller Trucking Marvin Keller Trucking, Inc. operates a nationwide commercial trucking operation, with its headquarters located in Sullivan, Illinois. Marvin Keller Trucking sought Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 22-90165) on April 22, 2022. In the petition filed by Joseph E. Keller, president and CEO, Marvin Keller Trucking estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Judge Mary P. Gorman oversees the case. Sumner A. Bourne, Esq., of Rafool & Bourne, PC, is the Debtor's counsel. MATHESON FLIGHT: Wins Cash Collateral Access -------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, authorized Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc. to use cash collateral to pay pre-petition employee wages and related obligations. The Court said the order will become effective after MFE (i) reviews all outstanding checks and automatic payment debits in respect to the Bank Account, (ii) initiates a stop payment on all checks, drafts and automatic payment debits that MFE had issued on the Bank Account prior to the Petition Date but had not been presented for payment as of the filing of the case, and (iii) inform Bank of America, N.A. in writing that all stop payment notices on outstanding checks, drafts and automatic debit notices have been made administratively in respect to the Bank Account. On or before May 12, 2022, the Debtors will provide the Bank and the Office of the United States Trustee with a list of all payments to employees authorized by the terms of the order. In respect to any payment authorized by the order but not payable through the payroll to be paid on or about May 13, 2022, the Debtors will provide advance notice to the Bank and the UST of the employee to be paid and the amount of such payment. The Debtor is authorized in its discretion to: -- make payment to employees for the compensation earned during the period from noon Sunday, May 1, 2022, through the Petition Date as part of its normal payroll cycle (which will cover pre- and post-petition periods) due on May 13, 2022; -- honor employee claims for paid time off earned within the 180-days prior to the Petition Date by allowing employees to use accrued PTO post-petition, or to pay such PTO claims as may be required by law; provided, however, the combined amount of any cash payment to an individual employee for Prepetition Wages and PTO cannot exceed $12,850, and nothing in the order will be deemed authorization to make payment in any amount to a direct or indirect equity holder in the Debtors, or any member of the Debtors' senior management team; -- make contributions to prepetition employee Benefits, as defined in the Employee Wages Motion; -- reimburse prepetition employee Business Expenses, as defined in the Employee Wages Motion; -- make payments for which prepetition payroll Deductions, as defined in the Employee Wages Motion, were made; -- fund the employer portion of Payroll Taxes, as defined in the Employee Wages Motion, and to remit amounts withheld on behalf of third parties in the ordinary course, including amounts determined to be related to the period before the Petition Date; -- maintain its 401(k) Plan and remit post-bankruptcy withholdings and employer contributions in the ordinary course of business. All payments authorized to be made pursuant to the order constitute advance distributions on account of allowed claims entitled to priority under 11 U.S.C section 507(a), and will be deemed interim payments pending further order of the Court. A copy of the order is available at https://bit.ly/39drGPc from PacerMonitor.com. About Matheson Flight Extenders, Inc. Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc. provide short and long-haul transportation, logistics and ground handling services. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-21148) on May 5, 2022. In the petition signed by Charles J. Mellor, chief restructuring officer, the Debtors disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Klein oversees the case. Gregory C. Nuti, Esq., at Nuti Hart LLP is the Debtors' counsel. MAXLINEAR INC: Moody's Puts Ba3 CFR Under Review for Downgrade -------------------------------------------------------------- Moody's Investors Service placed MaxLinear, Inc.'s ratings, including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and the Ba3 Senior Secured rating, on review for downgrade following the company's announced bid to acquire Silicon Motion Technology Corporation in a cash and stock transaction. MaxLinear plans to acquire Silicon Motion for a per share price of $93.54 cash and 0.388 MaxLinear shares, or about $114 per share based on MaxLinear's May 4th closing price (day prior to the offer) and about $3.8 billion of total purchase price for the equity excluding transaction fees. The acquisition, which is expected to close during the first half of calendar 2023, will be funded with a combination of bank debt financing and newly-issued MaxLinear shares. MaxLinear has fully committed bank debt financing from Wells Fargo to fund the acquisition. The acquisition is not subject to any financing conditions. At closing, MaxLinear shareholders will own about 86% of the combined company's shares. The acquisition requires approval from Silicon Motion's shareholders and from regulatory bodies, including those in the US and China. RATINGS RATIONALE The acquisition will diversify MaxLinear's revenue base and expand the service available market enhancing MaxLinear's overall scale. Silicon Motion will provide MaxLinear with a complementary portfolio of solid state drive (SSD) controller technology, establishing a substantial position for MaxLinear in storage technology and enhancing the company's portfolio of product offerings in the data center market and other end markets. This is a highly leveraging acquisition for MaxLinear, with proforma debt to EBITDA increasing to over 6.5x (proforma combined twelve months ended March 31, 2022, Moody's adjusted, excluding cost synergies) or about 5.5x including $100 million of anticipated cost synergies to be achieved within 18 months of closing. The leverage increases from a current level of 1.7x. In addition, the integration risk of combining two similarly sized companies will be high over the integration period of at least the next 18 months. Integration challenges will include expanding MaxLinear into new markets, while merging the R&D and sales operations of Silicon Motion. The review will focus on: (1) the strategic rationale of the acquisition; (2) details on the integration plan and cost synergies, including targeted areas, timing, and costs to achieve; (3) the mix and terms of the debt capital structure; (4) long term financial policies, including deleveraging plans and capital allocation; and (5) any conditions placed on the combined company in order to obtain regulatory approval. Based on current information, at the conclusion of the review, Moody's expects that MaxLinear's ratings could be downgraded by one notch. Reflecting the cash balance of $151 million as of March 31, 2022 and Moody's expectation that MaxLinear will maintain full availability under the $100 million senior secured revolving credit facility and generate free cash flow exceeding $100 million over the next year (not incorporating the pending acquisition of Silicon Motion), the SGL-1 Speculative Grade Liquidity (SGL) rating remains unchanged. On Review for Downgrade : Issuer: MaxLinear, Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba3 (LGD3) Outlook Actions: Issuer: MaxLinear, Inc. Outlook, Changed to Rating Under Review from Stable MaxLinear, Inc., based in Carlsbad, California, is a fabless semiconductor firm that produces radio frequency ("RF") and mixed-signal integrated circuits used in broadband communications, data centers, and metro and long-haul data transport network applications. Silicon Motion Technology Corporation, based in Taiwan, designs solid state drive (SSD) controllers and related products for PCs, mobile phones, automotive and industrial applications, and data center flash storage arrays. The principal methodology used in these ratings was Semiconductors published in September 2021. MEDICAL ACQUISITION: Seeks to Hire Julie Stencil as Bookkeeper -------------------------------------------------------------- Medical Acquisition Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Julie Stencil, a professional based in California, as its bookkeeper. Ms. Stencil will render these services: (a) reconcile financial account entries for 2020, 2021, and 2022 year-to-date; (b) provide the Debtor with periodic balance sheets and financial reports; (c) provide any accountant or CPA employed by the Debtor with any necessary, reconciled, and verified financial records; (d) provide the Debtor with up-to-date reporting of accounts receivables, accounts payables, and accounts which may be deemed a loss; (e) monitor the Debtor's disbursements to ensure that such disbursements are within the allowed limits of the Debtor's Chapter 11 filing; and (f) advise the Debtor of any operating procedures which may need to be implemented to enable ongoing financial compliance. Ms. Stencil will be paid at her hourly rate of $100. Ms. Stencil disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The professional can be reached at: Julie Stencil Medical Acquisition Company, Inc. 2772 Gateway Road, Suite 101 Carlsbad, CA 92009 About Medical Acquisition Company Medical Acquisition Company, Inc., a provider of lien-based medical financial services in Carlsbad, Cal., filed a petition for Chapter 11 protection (Bankr. S.D. Cal. Case No. 22-00058) on Jan. 13, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Charles Perez, chief executive officer and chief operations officer, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Joshi Law Group as bankruptcy counsel and Julie Stencil as bookkeeper. MEGNA REAL ESTATE: Court Confirms Chapter 11 Plan ------------------------------------------------- Judge Deborah J. Saltzman, on April 29, 2022, entered an order, confirming the Plan of Megna Real Estate Holdings, Inc. That a postconfirmation status conference will be held on September 8, 2022 at 11:30 a.m. The Debtor must file and serve a postconfirmation status report within 120 days of entry of this order pursuant to LBR 3020-1. Counsel for the Debtor: Mark T. Young, Esq. Taylor Williams, Esq. Daniel P. Bozzo, Esq. DONAHOE YOUNG & WILLIAMS LLP 25152 Springfield Court, Suite 345 Valencia, California 91355-1081 Tel: (661) 287-9986 Fax: (661) 554-7088 E-mail: myoung@donahoeyoung.com twilliams@dywlaw.com dbozzo@dywlaw.com About Megna Real Estate Megna Real Estate Holdings, Inc., is primarily engaged in renting and leasing real estate properties. Its principal assets are located at 3751 Lankershim Blvd., Studio City, Los Angeles, Calif. Megna sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-10010) on Jan. 3, 2020. Megna President Mahmud Ulkarim signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Deborah J. Saltzman oversees the case. Donahoe & Young LLP is Debtor's legal counsel. MY LOVE OF CARE: Unsecured Creditors to Split $20K in 3 Years ------------------------------------------------------------- My Love of Care Home Health Services, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Chapter 11 Plan under Subchapter V dated May 5, 2022. The Debtor's financial difficulties arose from a combination of two factors. First, the COVID pandemic resulted in a temporary decrease in the number of its customers. Second, payments under the independent service plans are not always regularly paid particularly in the months of June and December. These disruptions in income led to attendant cash flow issues. To address this issue, the Debtor undertook borrowing from a number of entities who provide merchant cash advances. The Debtor has since been able to stabilize her cash flow issues. Unfortunately for the Debtor, it became ultimately too difficult to fully service those obligations arising from the merchant cash advances. As a result, the decision was made to seek bankruptcy relief, with the Debtor filing for bankruptcy protection on April 4, 2022. The Debtor does not have any secured creditors. It unsecured creditors consists entirely of those entities who provided to the Debtor merchant cash advances. The Debtor estimates that the outstanding amount of its unsecured debt is $508,844.12. The Debtor believes it is current on all of its tax liabilities. The Plan Proponent's financial projections show that the Debtor will have total projected disposable income for the three (3) year term of this Plan of $20,024.64. The final Plan payment is expected to be paid on the Third Anniversary from the Effective Date of this Plan. Notwithstanding, the Plan confers upon the Debtor the right to fully pay claimants over a shorter period so long as all claimants receive the same treatment. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the future cash flow of its business operations. Non-priority unsecured creditors holding allowed claims will receive an estimated distributions over the length of this Plan of $20,024.64 which the proponent of this Plan has valued at approximately 3.9 cents on the dollar. Class 2 consists of Nonpriority unsecured creditors. Allowed unsecured claims will be paid pro-rata from the Debtor's Disposable Income, after and subject to the payment of those administrative expenses and costs provides for in this Plan. The Debtor's Disposable Income shall be based upon the net income received by the Debtor based upon those cash flow projection. Based upon these projections, the Debtor's total disposable income over the length of this Plan is $20,024.64. The Debtor shall make equal monthly payments of its Disposable Income in the amount of $556.24. Class 3 consists of the outstanding membership interests of the Debtor. In this case, there exists one membership interest: (1) Lorena Gail Dodds. Confirmation of this Plan shall cause all prepetition membership interests issued by the Debtor to be revested in and retained by those entities holding an interest in the membership interests of the Debtor as of the Petition Date and shall be subject to and based upon the terms and conditions as they existed on the Petition Date including under any Operating Agreement or other duly executed Company documents. The Plan will be implemented and funded through the future business operations of the Debtor. Based upon the treatment provided to creditors in this Plan, the Debtor estimates that, in addition to having sufficient funds to pay its ordinary course expenditures, it will need to have the sum $556.24 on the Effective Date to commence making payments under this Plan. This assumes that the Court has not, as of the Effective Date of the Plan, approved any fee applications for the Trustee and/or counsel for the Debtor which shall only become due upon approval by the Court. To the extent such funds are not available on the effective date, Mrs. Dodds will provide from her personal assets sufficient funds to implement the plan on the Effective Date. A full-text copy of the Subchapter V Plan dated May 5, 2022, is available at https://bit.ly/3MdBG9V from PacerMonitor.com at no charge. Attorneys for Debtor: Steven Diller Eric R. Neuman DILLER & RICE 1105-1107 Adams Street Toledo, Ohio 43604 Phone: (419) 724-9047 eric@drlawllc.com About My Love of Care Home My Love of Care Home Health Services, LLC, is an Ohio Limited Liability Company formed in December of 2016. Its business operations consist of providing home assistance to persons in need of home care. My Love of Care Home Health Services filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 22-30454) on April 5, 2022. The Debtor is represented by Steven L. Diller, Esq. of DILLER AND RICE, LLC. NATION DESIGN: Seeks Approval to Hire Lutz & Travers as Accountant ------------------------------------------------------------------ Nation Design Partners, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Lutz & Travers, P.C. as its accountant. The firm will advise on tax matters and prepare Debtor's tax filings, as well as to provide accounting guidance and perform other relevant tasks. Lutz received a retainer in the amount of $2,500. Lutz represents no interests adverse to the Debtor or its estate in the matters upon which it is to be engaged, and is disinterested within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Frank Lutz, CPA Lutz & Travers, P.C. Swedesford Corporate Center 633 Swedesford Road Frazer, PA 19355 Phone: +1 610-993-8340 About Nation Design Partners Nation Design Partners, LLC is a merchant wholesaler of apparel, piece goods and notions in Berwyn, Pa. Nation Design Partners filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 22-10745) on March 25, 2022, listing as much as $10 million in both assets and liabilities. Leona Mogavero, Esq., serves as Subchapter V trustee. Judge Magdeline D. Coleman presides over the case. Klehr Harrison Harvey Branzburg, LLP, led by Raymond H. Lemisch, Esq., serves as the Debtor's legal counsel. NEKTAR THERAPEUTICS: Incurs $90.4 Million Net Loss in First Quarter ------------------------------------------------------------------- Nektar Therapeutics filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $90.39 million on $24.82 million of total revenue for the three months ended March 31, 2022, compared to a net loss of $122.97 million on $23.65 million of total revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $1.02 billion in total assets, $416.23 million in total liabilities, and $607.89 million in total stockholders' equity. Nektar said "We have financed our operations primarily through revenue from upfront and milestone payments under our strategic collaboration agreements, royalties and product sales, as well as public and private placements of debt and equity securities. As of March 31, 2022, we had approximately $704.4 million in cash and investments in marketable securities. "We estimate that we have working capital to fund our current business plans for at least the next twelve months from the date of filing...On April 25, 2022, we announced our Reorganization and Restructuring Plans to discontinue development of bempegaldesleukin and to reduce our workforce by approximately 70%. We expect that we will pay severance and benefits for the terminated employees of approximately $30.0 million to $35.0 million during 2022. In addition, we currently estimate that we will pay approximately $70.0 million to $80.0 million for third-party vendor and employee costs, net of the net BMS reimbursement, for the wind down of the bempegaldesleukin program. The actual costs may differ as vendor and site contracts are modified and ultimately terminated. "We expect the clinical development of our drug candidates, including NKTR-358 and NKTR-255, will continue to require significant investment to continue to advance in clinical development with the objective of obtaining regulatory approval or entering into one or more collaboration partnerships. In the past, we have received a number of significant payments from collaboration agreements and other significant transactions, including $1.9 billion in total consideration received under our arrangement with BMS, development cost reimbursement from BMS, and a $150.0 million upfront payment from Lilly for our collaboration agreement for NKTR-358. In the future, we have the opportunity to receive up to $250.0 million in milestone payments under our collaboration with Lilly. Our current business is subject to significant uncertainties and risks as a result of, among other factors, clinical and regulatory outcomes for NKTR-358 and NKTR-255, the sales levels for those products for which we are entitled to royalties, if and when they are approved, the sales levels of our products, if and when they are approved, clinical program outcomes, whether, when and on what terms we are able to enter into new collaboration transactions, expenses being higher than anticipated, unplanned expenses, cash receipts being lower than anticipated, and the need to satisfy contingent liabilities, including litigation matters and indemnification obligations. "We have no credit facility or any other sources of committed capital. The availability and terms of various financing alternatives, if required in the future, substantially depend on many factors including the success or failure of drug development programs in our pipeline. The availability and terms of financing alternatives and any future significant payments from existing or new collaborations depend on the positive outcome of ongoing or planned clinical studies, whether we or our partners are successful in obtaining regulatory authority approvals in major markets, and if approved, the commercial success of these drugs, as well as general capital market conditions. We may pursue various financing alternatives to fund the expansion of our business as appropriate. In the short term, we do not anticipate that the effects of the COVID-19 pandemic will have a material effect on our results of operations or financial position since we do not generate significant cash flows from recurring revenues and our revenues are generally less affected by shelter-in place or similar orders. However, if delays caused by the COVID-19 pandemic in commencing and enrolling patients in our clinical trials or those run by our partners result in a delay in completing these trials, our or our partner’s ability to file for regulatory approval and commercialize these products (if approved) and receive associated milestone payments may also be delayed. "Due to the potential for adverse developments in the credit markets, we may experience reduced liquidity with respect to some of our investments in marketable securities. These investments are generally held to maturity, which, in accordance with our investment policy, is less than two years. However, if the need arises to liquidate such securities before maturity, we may experience losses on liquidation. To date we have not experienced any liquidity issues with respect to these securities. We believe that, even allowing for potential liquidity issues with respect to these securities and the effect of the COVID-19 pandemic or other conditions on the financial markets, our remaining cash and investments in marketable securities will be sufficient to meet our anticipated cash needs for at least the next twelve months." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000906709/000090670922000010/nktr-20220331.htm About Nektar Therapeutics 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 is headquartered 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. NINE ENERGY: Incurs $6.9 Million Net Loss in First Quarter ---------------------------------------------------------- Nine Energy Service, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.90 million on $116.94 million of revenues for the three months ended March 31, 2022, compared to a net loss of $8.25 million on $66.63 million of revenues for the three months ended March 31, 2021. "We had a strong growth quarter, with both activity and pricing improving over Q4 across the majority of our service lines," said Ann Fox, president and chief executive officer, Nine Energy Service. "Overall, market activity did improve during Q1, with the average frac crew count increasing between 6-8% versus Q4. We saw activity increase across the majority of our service lines, with double-digit price increases in both cementing and coiled tubing. Cementing performed extremely well this quarter with revenue increasing by approximately 31% quarter over quarter versus the average U.S. rig count, which increased by approximately 13%. Our completion tool technology continues to perform well in the field, and we are excited about the continued interest in the dissolvable plug technology. ESG initiatives, including the recently proposed disclosure rules by the SEC, coupled with labor and equipment constraints, should continue to propel the adoption of dissolvable plugs." "The outlook for the remainder of 2022 and 2023 continues to be very positive. The oilfield service industry remains under-supplied from both an equipment and labor perspective and we anticipate this will continue to be a catalyst for further price increases for the remainder of the year; however, this will be coupled with cost inflation. We remain bullish on the outlook for the dissolvable plug market and its growth and expect revenue for all of our service lines to increase for Q2. With what we know today, we anticipate revenue and adjusted EBITDA to improve sequentially for Q2. With supportive commodity prices, U.S. shale will be an important supplier of natural gas and crude oil for the globe. We are well positioned with our geographic and service line diversity to grow earnings with relatively low capital requirements." As of March 31, 2022, the Company had $390.87 million in total assets, $436.24 million in total liabilities, and a total stockholders' deficit of $45.37 million. At March 31, 2022, the Company had $19.9 million of cash and cash equivalents and $54.7 million of availability under the 2018 ABL Credit Facility, which resulted in a total liquidity position of $74.6 million. The Company expects its liquidity position to continue to erode, due in large part to semi-annual interest payments on May 1 and November 1 of each year of $14.0 million each on the Senior Notes. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001532286/000153228622000010/nine-20220331.htm About Nine Energy Service Nine Energy Service, Inc. is an oilfield services company that offers completion solutions within North America and abroad. The Company brings years of experience with a deep commitment to serving clients with smarter, customized solutions and resources that drive efficiencies. Nine Energy is headquartered in Houston, Texas with operating facilities in the Permian, Eagle Ford, SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and throughout Canada. Nine Energy reported a net loss of $64.58 million for the year ended Dec. 31, 2021, compared to a net loss of $378.95 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $381.61 million in total assets, $420.88 million in total liabilities, and a total stockholders' deficit of $39.27 million. * * * In May 2021, Moody's Investors Service retained Nine Energy's ratings, including its Caa3 Corporate Family Rating (CFR). Nine's Caa3 CFR and negative outlook reflect Moody's view that the company has an untenable capital structure given the still high debt burden despite bond repurchases. As reported by the TCR on Nov. 23, 2020, S&P Global Ratings raised its issuer credit rating on Nine Energy to 'CCC' from 'SD', reflecting its assessment of the company's credit risk following debt repurchases. NN INC: Incurs $3.3 Million Net Loss in First Quarter ----------------------------------------------------- NN, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.30 million on $128.07 million of net sales for the three months ended March 31, 2022, compared to a net loss of $4.91 million on $126.80 million of net sales for the three months ended March 31, 2021. As of March 31, 2022, the Company had $595.85 million in total assets, $316.48 million in total liabilities, $56.35 million in series D perpetual preferred stock, and $223.03 million in total stockholders' equity. Warren Veltman, president and chief executive officer, said "I am pleased with our first quarter performance on sales and adjusted EBITDA, and our execution in what remains a challenging operating environment. Our first quarter revenues were up over a strong comparable period in 2021 and up 16% sequentially from the fourth quarter of 2021. This revenue increase was achieved despite the ongoing supply chain challenges affecting our customers and the industries we serve. Part of our strong revenue performance was attributable to our successful negotiations with many customers on pricing to mitigate the inflationary pressures our business has faced. Our sales pipeline continued to grow as we seek to leverage capabilities across Mobile and Power Solutions to target the transformation driven by the adoption of electric vehicles and the evolution of the power grid. As we prepare for our upcoming virtual Investor Day in a couple weeks, we are confident in our strategic direction and focused on delivering increased shareholder value." Free cash flow was a use of cash of $9.5 million compared to free cash flow of $2.4 million for the same period in 2021. "Sales in our Power Solutions business increased year over year as we continue to see recovery and the impact of new business wins, supplemented by pricing actions to recover inflationary costs. Our Mobile Solutions business continued to be affected by the ongoing supply chain issues reducing automotive production schedules. We are taking a proactive approach to inflation, as we have agreed on full protection for material inflation for nearly all customers, and are working to recover other inflationary and volume related impacts. We used approximately $9.5 million of free cash flow during the first quarter of 2022 which was driven by an increase in accounts receivable in line with the sequential increase in sales from the fourth quarter of 2021," said Veltman. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000918541/000091854122000079/nnbr-20220331.htm About NN Inc. NN, Inc. -- www.nninc.com -- is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies primarily for the electrical, automotive, general industrial, aerospace and defense, and medical markets. Headquartered in Charlotte, North Carolina, NN has 31 facilities in North America, Europe, South America, and China. NN, Inc. reported a net loss of $13.23 million for the year ended Dec. 31, 2021, a net loss of $100.59 million for the year ended Dec. 31, 2020, a net loss of $46.74 million for the year ended Dec. 31, 2019, and a net loss of $262.99 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $579.10 million in total assets, $301.11 million in total liabilities, $53.81 million in series D perpetual preferred stock, and $224.19 million in total stockholders' equity. OLIVER DEVELOPMENT: Seeks to Hire Robert O Lampl as Legal Counsel ----------------------------------------------------------------- Oliver Development Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Robert O Lampl Law Office as its legal counsel. The firm's services include: a. assisting the Debtor in the administration of its estate; b. representing the Debtor on matters involving legal issues that are present or are likely to arise in its case; c. preparing legal documentation; d. reviewing reports for legal sufficiency; and e. furnishing information and performing other services connected with the Debtor's bankruptcy proceedings, including the prosecution and defense of adversary proceedings. The hourly rates charged by the firm's attorneys and paralegals are as follows: Sy O. Lampl $300 Elsie R. Lampl, Of Counsel $350 Paralegal $150 The firm will also seek reimbursement for out-of-pocket expenses. Mr. Lampl disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Robert O Lampl Law Office, LLC can be reached at: Sy O. Lampl, Esq. Robert O Lampl Law Office, LLC 223 Fourth Avenue, 4th Fl. Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 Email: slampl@lampllaw.com About Oliver Development Corporation Oliver Development Corporation filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No. 22-20803) on April 27, 2022. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Sy Oscar Lampl, Esq. at Robert O Lampl Law Office represents the Debtor as counsel. ORCUTT RANCHO: Seeks to Tap Laurel Perez as Development Consultant ------------------------------------------------------------------ Orcutt Rancho, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Laurel Perez, the president of Suzanne Elledge Planning & Permitting Services, Inc., as its development consultant. The Debtor needs a consultant to provide critical land planning and environmental planning services necessary to complete its comprehensive development plan, along with Rancho Maria Golf Club, Inc. The hourly rates of the firm's professionals are as follows: Founder $260 Principal Planner $240 Senior Planner IV $225 Senior Planner III $210 Senior Planner II $195 Senior Planner I $180 Associate Planner IV $170 Associate Planner III $163 Associate Planner II $156 Associate Planner I $149 Senior Public Agency Coordinator $142 Assistant Planner III/Public Agency Coordinator III $134 Assistant Planner II/Public Agency Coordinator II $126 Assistant Planner I/Public Agency Coordinator I $115 The firm can be reached through: Laurel F. Perez Suzanne Elledge Planning & Permitting Services, Inc. 1625 State Street, Suite 1 Santa Barbara, CA 93101 Telephone: (805) 966-2758 Email: laurel@sepps.com About Orcutt Rancho Orcutt Rancho, LLC, a Santa Maria, Cal.-based company engaged in activities related to real estate, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10412) on Apr. 20, 2021. In the petition signed by Gary Greenberg, managing member, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge Martin R. Barash oversees the case. Fox Rothschild, LLP and Conway MacKenzie, LLC, serve as the Debtor's legal counsel and financial advisor, respectively. ORION ADVISOR: $180MM Incremental Debt No Impact on Moody's B3 CFR ------------------------------------------------------------------ Moody's Investors Service said Orion Advisor Solutions, Inc.'s announced plan to add $180 million of debt to partially fund acquisitions raises debt-to-EBITDA (as of December 31, 2021) by nearly 1x to over 8x and is therefore a negative credit development. The debt funding for the acquisitions, which currently generate a modest degree of EBITDA, is comprised of $85 million of incremental first lien term loan debt due 2027 and $95 million of incremental second lien term loan debt due 2028. These purchases are also financed with $138 million of new perpetual PIK preferred equity and a small amount of rollover equity from the acquired entities. Despite the negative credit implications of these transactions, Moody's expects Orion's revenues will expand organically at a solid pace in 2022, which combined with the company's robust and improving EBITDA margins, will result in debt-to-EBITDA contracting towards the 7x level by the end of the year. Additionally, liquidity from Orion's fully available $80 million senior secured first lien revolving credit facility helps balance Moody's concerns with respect to the anticipation of low single digit free cash flow to debt over the next 12 months. Accordingly, the ratings, including the B3 corporate family rating, B3-PD probability of default rating, and B2 senior secured first lien instrument ratings, as well as the stable outlook, are not affected at this time. Orion recently announced the acquisition of Redtail Technology ("Redtail"), a web-based client relationship management software firm serving the wealth management industry, and is also expected to purchase a small competitor in the Turnkey-Asset Management Program ("TAMP") sector. These transactions are strategically beneficial as both add scale to Orion's business and bolster the company's product capabilities in the highly competitive market for capital markets software solutions and related services. However, while the probability of incremental debt funded acquisitions were, to a degree, already incorporated in Orion's ratings, Moody's notes that the company's aggressive focus on such transactions in recent years to supplement its strong organic growth potential presents incremental corporate governance concerns. This uncertainty, and the resulting constraints to Orion's deleveraging efforts, leave the company somewhat weakly positioned within the B3 rating category. Orion, owned principally by Genstar Capital and TA Associates, provides end-to-end technology solutions and other services to wealth/asset managers in the U.S. market. Moody's expects the company to generate pro forma annual revenue of approximately $380 million in 2022. P2 OAKLAND: Unsecureds Owed $149K to Recover 100% in 60 Months -------------------------------------------------------------- P2 Oakland CA, LLC, submitted a Second Amended Combined Plan of Reorganization and tentatively approved Second Amended Disclosure Statement. General unsecured creditors will receive 100% of their allowed claims in monthly payments over 60 months. Taxes and other priority claims would be paid in full. Under the Plan, Class 2 General Unsecured Claims total $149,260.62. Allowed claims of general unsecured creditors (including allowed claims of creditors whose executory contracts or unexpired leases are being rejected under this Plan) shall be paid via a pot plan. Creditors will receive a pro-rata share of a fund totaling $149,260.62, created by Debtor's payment of $2,487.68 per month for a period of 60 months, starting on the Effective Date. Class 2 is impaired. The proposed Chapter 11 plan relies on existing rental income, anticipated rental income and an income support pledge made by the principal of the company, Bruce Loughridge. A copy of the Plan dated April 27, 2022, is available at https://bit.ly/3MEzKXH from PacerMonitor.com. About P2 Oakland CA P2 Oakland CA, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 21-40717) on May 25, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Bruce Loughridge, manager, signed the petition. Judge William J. Lafferty oversees the case. The Debtor tapped the Law Offices of E. Vincent Wood as legal counsel and the Law Offices of Donald Charles Schwartz as special counsel. PALM BEACH FINANCE: Trustee Taps Rosen LLC as Local Counsel ----------------------------------------------------------- Barry E. Mukamal, the Liquidating Trustee of Palm Beach Finance Partners, L.P., and its affiliates, filed an amend application seeking authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Rosen, LLC as its local counsel. On May 27, 2010, the Trustee retained Daniel N. Rosen, Esq. and his former firm, Parker Rosen, LLC, as his local counsel in Minnesota. On May 9, 2017, Mr. Rosen joined the law firm of Kluger, Kaplan, Silverman, Katzen & Levine, P.L. in its Minneapolis office. On June 20, 2017, the Trustee filed the Application to Employ Mr. Rosen and Kluger Kaplan, nunc pro tunc to May 9, 2017, which was approved by Court Order dated July 20, 2017. As of Nov. 1, 2021, Mr. Rosen has returned to his former firm, formerly known as Parker Rosen, LLC, which is now renamed as Rosen, LLC. The Trustee desires to continue to employ and retain Mr. Rosen and Rosen, LLC , nunc pro tunc to Nov. 1, 2021, to perform the same services, but without a relationship with Kluger Kaplan; and now with a relationship with Rosen, LLC. Mr. Rosen will continued to provide advice and professional services to the Trustee. Mr. Rosen will charge $480 per hour. The hourly rate for paralegals is $175. Mr. Rosen disclosed in a court filing that he and his firm do not represent any interest adverse to the liquidating trustee. The firm can be reached through: Daniel N. Rosen, Esq. Rosen, LLC 60 South Sixth Street, Suite 2800 Minneapolis, MN 55402 Phone: (612) 767-3000 About Palm Beach Finance Partners Palm Beach Gardens, Florida-based hedge fund Palm Beach Finance Partners, L.P., solicited capital contributions from third-party limited partners, and proceeded to invest substantial amounts of the capital with the Petters Company, Inc. PBFP filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 09-36379) on Nov. 30, 2009. Its affiliate, Palm Beach Finance II, L.P., also filed for bankruptcy (Bankr. S.D. Fla. Case No. 09-36396). PBF II estimated $500 million to $1 billion in assets and liabilities in its petition. Paul A. Avron, Esq., and Paul Steven Singerman, Esq., at Berger Singerman LLP, assisted the Debtors in their restructuring efforts. On January 29, 2010, the Office of the U.S. Trustee appointed Barry Mukamal as Chapter 11 trustee in both of the Debtors' estates. On October 19, 2010, the court confirmed the joint Chapter 11 plan of liquidation proposed by Mr. Mukamal and Geoffrey Varga, official liquidator for Palm Beach Offshore, Ltd., and Palm Beach Offshore II, Ltd. Mr. Mukamal is the liquidating trustee by virtue of the court's order confirming the liquidating plan. He is represented by Michael S. Budwick, Esq., at Meland Russin & Budwick, P.A. The trustee employed Koyzak Tropin & Throckmorton, LLP as special co-counsel and Jerome M. Hesch as expert consultant. PARKER MEDICAL: Trustee Taps Vantage Point as Financial Advisor --------------------------------------------------------------- Mark A. Smith, duly-appointed Chapter 11 Trustee for Parker Medical Holding Company, Inc. and Midwest Medical Associates, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Vantage Point Advisory, Inc. as his financial advisor. The firm will render these services: a. assist the Trustee in fulfilling his statutory reporting requirements during the Chapter 11 proceedings, including Monthly Operating Reports (MORs); b. assist the Trustee with the preparation of reports for, and communications with, the Bankruptcy Court, the secured lender, other creditors, and any other constituents; c. assess the near-term and intermediate cash flow and financing requirements of the Debtors in order to create a cash-based budget to support any motions for the ongoing use of cash collateral; d. provide support and assistance with regards to the proper receipt, disbursement and accounting for funds and other property of the Debtors' estates; e. assist the Trustee with a thorough review of the Debtor's financial affairs including, but not limited to potential preference payments, as well as historical transactions between the Parker Medical family of related entities; and f. any other duty or task which falls within the normal responsibilities of a financial advisor. The firm will be paid at these hourly rates: Partners $375 Associates $225 - $275 Vantage Point is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark A. Smith, CFA Vantage Point Advisory, Inc. 11455 El Camino Real #450 San Diego, CA 92130 Tel: 404-643-8410 Email: mark.smith@vantagepointadvisory.com About Parker Medical Holding Company Parker Medical Holding Company, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-50369) on Jan. 14, 2022. The petition was signed by Richard L. Parker, Sr., president. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Jimmy L. Paul, Esq. and Drew V. Greene, Esq., at Chamberlain Hrdlicka White Williams & Aughtry, serve as the Debtor's counsel. PATRIOT CREDIT: Seeks Approval to Hire Joseph Baum of CFGI as CRO ----------------------------------------------------------------- Patriot Credit Company LLC and affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire CFGI to provide the Debtors with the continuing services of Joseph Baum as chief restructuring officer. The CRO's services include: a. working with the Debtors and their counsel to fulfill ongoing filing requirements and to prepare a bankruptcy plan and disclosure statement; b. working with and overseeing the Debtors' officers and professionals on the compiling and formatting of data and analyses necessary and appropriate for the Chapter 11 Cases; c. overseeing and coordinating various activities related to the Chapter 11 Cases; d. as appropriate, actively communicating with the Office of the United States Trustee for the District of Delaware and its professionals, the Court, the subchapter V trustee, individual creditors and other parties-in-interest, as appropriate; e. executing affidavits and providing testimony in court proceedings as required; and f. any and all other activities and/or services that are approved by the Debtors as their directors may from time to time determine appropriate. The firm will be paid at these hourly rates: CRO $625 Director/Managing Director $475 Senior Manager $375 Manager $300 Consultant $250 Mr. Baum assured the court that he does not hold or represent any interest adverse to the Debtors' estate, is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph Baum CFGI 1 Lincoln Street, Suite 1301 Boston, MA 02111 Phone: (646) 360-2850 Email: jbaum@cfgi.com About Patriot Credit Company Patriot Credit Company LLC and certain affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10333) on April 14, 2022. In the petition filed by Joseph Baum, as chief restructuring officer, Patriot Credit Company estimated assets between $10 million and $50 million and liabilities between $1 million and $10 million. Mark M. Billion, of Billion Law, is the Debtor's counsel. PB 6 LLC: Fundrise Says Plan Unconfirmable After Stay Relief ------------------------------------------------------------ Fundrise West Coast Opportunistic REIT, LLC, submitted an objection to the Third Amended Disclosure Statement of debtor PB 6, LLC's Third Amended Chapter 11 Plan. After Debtor failed to gain approval for any of its prior three disclosure statements, the Court granted relief from the automatic stay in this Case of a single-asset real estate entity (SARE). According to Fundrise, the Debtor's Third Amended Plan is now even more unconfirmable than the prior iterations because Debtor's Property -- its only significant asset -- was sold at trustee's sale on April 27, 2022 (the date of this Objection) after this Court denied Debtor's request for a temporary restraining order to enjoin the trustee's sale. As such, Fundrise asserts that the Third Amended Plan to sell the Property is impossible and the Court should deny approval of the Third Amended Disclosure Statement. Attorney for Fundrise West Coast Opportunistic REIT, LLC: Craig Solomon Ganz, Esq. Michael S. Myers, Esq. BALLARD SPAHR LLP 2029 Century Park East, Suite 1400 Los Angeles, CA 90067-2915 Telephone: 480.318.6701 Facsimile: 602.798.5595 E-Mail: ganzc@ballardspahr.com myersm@ballardspahr.com About PB 6 LLC PB 6, LLC, a privately held company in Newbury Park, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10293) on Feb. 23, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Maureen Tighe oversees the case. Jeffrey S. Shinbrot, APLC, is the Debtor's counsel. PERFORCE SOFTWARE: Moody's Rates $250MM Incremental Loan 'B2' ------------------------------------------------------------- Moody's Investors Service affirms Perforce Software, Inc.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's assigned a B2 rating to the company's proposed $250 million incremental first lien senior secured term loan. The B2 rating on the existing first lien senior secured bank credit facility remains unchanged. The outlook remains stable. Net proceeds from the proposed incremental term loan, along with $41 million of balance sheet cash and new sponsor cash equity, will be used to fund the acquisition of Puppet, Inc. ("Puppet"), an infrastructure automation software platform. Puppet's solutions enable users to deliver, update, monitor, and secure software across physical and virtual machines. Affirmations: Issuer: Perforce Software, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Assignments: Issuer: Perforce Software, Inc. Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: Perforce Software, Inc. Outlook, Remains Stable RATINGS RATIONALE The B3 CFR reflects highly aggressive financial policies underpinned by the very high leverage levels following the proposed transaction. Pro forma for the transaction, adjusted leverage will exceed 10x based on December 31, 2021 results after adjusting for certain one-time expenses. Pro forma for actioned cost synergies related to the acquisition of Puppet, Inc., leverage will approach 8x. In addition, by including the change in deferred revenue, debt to adjusted cash EBITDA leverage would be in the high 7x range. Given the very high leverage levels, there is limited room in the current rating for operating mishaps. Moody's view integration risks to be relatively high given the magnitude of the prospective cost synergies relative to Puppet's current EBITDA loss and ongoing integration activities related to smaller recent acquisitions. Still, Moody's expects the company will be successful in achieving its operating targets given that over 75% of the planned cost savings are based on the elimination of redundant positions and infrastructure. The B3 rating is forward looking and Moody's expects Perforce to reduce adjusted leverage to below the 7.5x downgrade trigger by the end of 2023 primarily through EBITDA growth as cost savings are achieved. Meanwhile, the acquisition of Puppet will add complementary product offerings with a leadership position as a provider of infrastructure automation and configuration management software with a large and growing open-source community. Furthermore, the addition of Puppet into the Perforce product portfolio brings development operations (DevOps) functionality across the full development tool chain. The B3 CFR is supported by Perforce's track record of integrating acquisitions without significant impact to operating performance. The credit profile also incorporates Moody's expectation that Perforce will continue to generate organic revenue growth supported by good demand for a number of leading products targeting the development operations (DevOps) software market. Perforce also benefits from it's high percentage of recurring revenue streams, gross retention rates in the low 90% range, and the potential to improve adjusted EBITDA margins within the next 12 months and good free cash flow conversion. This should result in FCF/debt in the 3% to 4% range over the next year. The DevOps software market is expected to grow in the mid teens percentage range or better reflecting good demand which is consistent with the ongoing trend for enterprises to invest in their own digital transformations and the positive outlook for the overall technology sector. Recent acquisitions, including the Puppet transaction, continue to expand Perforce's offerings and provide cross selling opportunities. Ratings are constrained, however, by the company's very high leverage, and ongoing integration costs that could pressure free cash flow generation. The stable outlook reflects Moody's expectation that Perforce will grow revenues organically in the mid to high single digit percent range and generate free cash flow to gross debt approaching 4% over the next 12-18 months. Moody's also expects the company will achieve targeted cost synergies for the Puppet acquisition. Over the next 12 months, there could be downward pressure on ratings to the extent that Perforce were to delay reduction in leverage by issuing debt to fund another acquisition. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Perforce's ratings could be downgraded if: -- The company is unable to integrate the Puppet acquisition or achieve planned cost savings resulting in adjusted debt to EBITDA sustained above 7.5x; and -- Liquidity weakens or if free cash flow were negative due to higher-than-expected costs as a result of integration issues. -- A higher proportion of first lien debt in the capital structure could pressure the instrument rating. Although unlikely in the near to medium term, the ratings could be upgraded if Perforce exhibits: -- Strong revenue growth along with term loan repayment leading to adjusted debt to EBITDA declining to less than 6.5x (with limited addbacks to EBITDA) on a sustained basis; and -- Good liquidity with a largely undrawn revolver and adjusted free cash flow to debt sustained over 5%. Liquidity Perforce's liquidity is expected to be good, supported by $20 million of cash at the close, full availability under its $75 million revolver, and Moody's expectation for $30 - $35 million of free cash flow over the next 12 months. Perforce's cash flow exhibits some seasonality as a significant portion of company's renewals occur in the first quarter and mid-way through the second quarter. Capital expenditures are modest while the annual term loan amortization is $11 million. The 1st lien and 2nd lien term loans have no financial covenants, but the revolver comes with a springing 8.1x maximum 1st lien net leverage covenant when revolver usage exceeds 35%. Net proceeds from asset sales (100%) are required to reduce 1st lien term loan balances unless reinvested within 18 months, with step-downs to 50%, 25%, and 0% based on 1st lien leverage (as defined). Structural Considerations The new first lien term loan is expected to be pari-passu with the existing facility. Instrument ratings for the 1st lien term loan and revolver (B2, LGD3), are one notch above the B3 CFR reflecting the credit facility's 1st lien position ahead of the 2nd lien term loan (unrated), as well as the company's overall PDR of B3-PD and the expectation for an average family recovery in a default scenario. The revolver and term loans are supported by guarantees and a first lien on substantially all assets of the company while the 2nd lien term loan have the same guarantees, but a 2nd lien on assets. The revolver and term loans continue to benefit from a guarantee by Perforce Intermediate Holdings, LLC, an intermediate holding company. ESG considerations As a software company, Perforce's exposure to environmental risk is considered low. Social risks are considered moderate, in line with the software sector. Broadly, the main credit risks stemming from social issues are linked to data security, diversity in the workplace and access to highly skilled workers. Moody's view Perforce's governance risks as elevated, given its private equity ownership and associated higher tolerance for financial risk. The risk of future debt-funded acquisitions and dividend distributions is also high. Financial disclosures for sponsor-owned companies are not as timely and comprehensive as compared to publicly owned companies. The principal methodology used in these ratings was Software Industry published in August 2018. PLAYA HOTELS: Posts $42.7 Million Net Income in First Quarter ------------------------------------------------------------- Playa Hotels & Resorts N.V. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $42.75 million on $219.57 million of total revenue for the three months ended March 31, 2022, compared to a net loss of $69.75 million on $77.75 million of total revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $2.10 billion in total assets, $1.42 billion in total liabilities, and $679.60 million in total shareholders' equity. As of March 31, 2022, the Company held $299.8 million in cash and cash equivalents, excluding $24.4 million of restricted cash. Total interest-bearing debt was $1,142.7 million, comprised of its Senior Secured Term Loan due 2024 and Property Loan due 2025. Effective March 29, 2018, the Company entered into two interest rate swaps to fix LIBOR at 2.85% on $800.0 million of its variable rate Term Loan. As of March 31, 2022, there was no balance outstanding on its $85.0 million Revolving Credit Facility. Bruce D. Wardinski, chairman and CEO of Playa Hotels & Resorts, said "Playa once again exceeded our expectations, despite the brief disruption at the start of the quarter from the Omicron variant. Our first quarter occupancy rate reached a post-pandemic high and our ADR reached an all-time high, with fundamental momentum building through the quarter. "The Dominican Republic occupancy surpassed our Mexican resorts during the quarter as the recovery continues to broaden. We are very encouraged by the recent announcement that Jamaica has dropped its COVID-19 testing requirement to enter the country, as this change bodes well for the segment as we move into the second half of 2022 and into 2023. "Our bookings pace remained extraordinarily strong during the first quarter, leading to the second half of 2022 booked revenue position remaining well ahead of last year, even as we lap 2021's unprecedented surge in bookings. Playa's compelling value proposition for a high-quality travel experience continues to resonate with consumers." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001692412/000169241222000064/plya-20220331.htm About Playa Hotels & Resorts Playa Hotels & Resorts is an owner, operator and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations in Mexico and the Caribbean. As of March 31, 2022, Playa owned and/or managed a total portfolio consisting of 22 resorts (8,366 rooms) located in Mexico, Jamaica, and the Dominican Republic. In Mexico, Playa owns and manages Hyatt Zilara Cancun, Hyatt Ziva Cancun, Wyndham Alltra Cancun, Wyndham Alltra Playa del Carmen, Hilton Playa del Carmen All-Inclusive Resort, Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos. In Jamaica, Playa owns and manages Hyatt Zilara Rose Hall, Hyatt Ziva Rose Hall, Hilton Rose Hall Resort & Spa, Jewel Grande Montego Bay Resort & Spa and Jewel Paradise Cove Beach Resort & Spa. In the Dominican Republic, Playa owns and manages the Hilton La Romana All-Inclusive Family Resort, the Hilton La Romana All-Inclusive Adult Resort, Hyatt Zilara Cap Cana and Hyatt Ziva Cap Cana. Playa owns two resorts in the Dominican Republic that are managed by a third-party and manages five resorts on behalf of third-party owners. Playa Hotels reported a net loss of $89.68 million for the year ended Dec. 31, 2021, a net loss of $262.37 million for the year ended Dec. 31, 2020, a net loss of $262.37 million for the year ended Dec. 31, 2020, and a net loss of $4.36 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $2.06 billion in total assets, $1.43 billion in total liabilities, and $630.83 million in total shareholders' equity. PROFESSIONAL TECHNICAL: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------------ The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Professional Technical Security Services, Inc. The committee members are: 1. Patrick Bradford Counsel: Crosner Legal, P.C. 9440 Santa Monica Boulevard Suite 401 Beverly Hills, CA 90210 Phone: (310) 496-5818 Email: jamie@crosnerlegal.com 2. Gabriela Rivers Counsel: Kiley L. Grombacher Bradley/Grombacher LLP 31365 Oak Crest Drive, Suite 240 Westlake Village, CA 91361 Phone: (805) 270-7100 Email: kgrombacher@bradleygrombacher.com 3. Amer Vilogorac Counsel: Brinkman Law Group 543 Country Club Drive Suite B Woodranch, CA 93065 Phone: (818) 597-2992 Email: db@brinkmanlaw.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Professional Technical Professional Technical Security Services, Inc. is a company in San Francisco, Calif., that provides professional security staffing. It conducts business under the name Protech Bay Area. Professional Technical sought Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 22-30062) on Feb. 1, 2022, disclosing assets of more than $14 million and liabilities of more than $26 million. Judge Hannah L. Blumenstiel oversees the case. Stephen D. Finestone, Esq., at Finestone Hayes, LLP and Constangy, Brooks, Smith & Prophete, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. Bachecki, Crom & Co., LLP is the Debtor's accountant. PUC SCHOOLS: S&P Raises 2012A/2014A Bond Ratings to 'BB+' --------------------------------------------------------- S&P Global Ratings raised its long-term rating to 'BB+' from 'BB' on the California Municipal Finance Authority's series 2012A (tax-exempt) charter school revenue bonds, issued for PUC Schools. At the same time, S&P Global Ratings raised its long-term rating to 'BB+' from 'BB' on the authority's series 2014A tax-exempt educational facilities revenue bonds, also issued for PUC Schools. The outlook is stable. "The upgrades reflect substantial improvement in the organization's financial profile following a very healthy operating surplus in fiscal 2021, which translated to material growth in PUC's unrestricted reserves and liquidity position," said S&P Global Ratings credit analyst Luke Gildner. "While operating margins are expected to return to historical profitability levels, we anticipate improvement in the organization's balance-sheet metrics, which are now in line with the higher rating level, will be sustained." For the 2021-2022 school year, PUC operated in-person in accordance with state policies. The school was allocated approximately $20.6 million in pandemic-relief funding, with about $3.2 million expensed through fiscal 2021. S&P said, "We note an additional $10.6 million in stimulus money was recognized as federal revenue with donor restrictions in the fiscal 2021 income statement; the associated expenses related to these funds have not yet been incurred, which we believe inflates the fiscal 2021 operating margin. We have adjusted our calculation of maximum annual debt service (MADS) coverage to remove these entitlements. PUC did not receive any Paycheck Protection Program payments." S&P said, “We assessed PUC's enterprise profile as adequate, characterized by its sizable, but persistently declining enrollment, solid retention rates, and diverse operating base with 11 schools in three regions. Recent enrollment declines due primarily to multiple school closures and challenges associated with the pandemic constrain the enterprise profile assessment. We assessed PUC's financial profile as adequate, reflecting material growth in unrestricted reserves and liquidity in fiscal 2021 due to very healthy operating results. While we believe profitability levels will likely return to historical levels in fiscal 2022, the improvement in the organization's balance sheet is expected to be sustained. The organization's manageable debt burden also supports our view of the financial profile. These credit factors, combined, lead to an anchor rating for PUC of 'bbb-'. As our criteria indicate, the final rating can be within one notch of the anchor rating level. The final rating of 'BB+' better reflects PUC's limited track record of operating with higher liquidity levels as well as our opinion that the recently robust operating metrics are likely inflated by one-time revenues. We expect operating performance will moderate to levels commensurate with the current rating." A positive rating could occur over the outlook period if PUC's recent improvement in liquidity is sustained, enrollment stabilizes near fall 2021 levels, and operating results produce debt service coverage at levels commensurate with the higher rating. S&P could lower the rating during the outlook period if recent enrollment declines persist, operations become pressured such that lease-adjusted MADS coverage weakens materially, or liquidity falls to a level that is no longer consistent with the rating. While unlikely, additional new money debt without a commensurate increase in resources could also pressure the rating. REGIONAL HEALTH: Enters Into SNFs Operations Transfer Agreements ---------------------------------------------------------------- Regional Health Properties, Inc. entered into an Operations Transfer and Surrender Agreement by and between Lumber City Operations, LLC, a subsidiary of the Company, and LC SNF, LLC ("Tenant"). Regional Health., through its subsidiaries, leases a skilled nursing facility ("SNF") located at 93 Highway 19, Lumber City, Georgia and an SNF located at 2111 West Point Road, LaGrange, Georgia. Effective May 1, 2022, Lumber City Operations became the Department approved and licensed operator of the Lumber City Facility. Lumber City Operations also entered into a Management Agreement with Peach Health Group LLC, dated as of April 29, 2022, which engages Peach Health to provide for the overall management and day-to-day operation of the Lumber City Facility. The term of the Lumber City Management Agreement commences on May 1, 2022, and continues for a term of six months thereafter; the term may be extended upon a mutual agreement by both parties. Under the Lumber City Management Agreement, Lumber City Operations will pay Peach Health: (i) for months one through six of the term, a management fee of $22,000 per month; and (ii) for months seven and after of the term, a management fee equal to 5% of net revenue. The Lumber City Management Agreement is subject to earlier termination. The Lumber City Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. Also on May 1, 2022, the Company entered into an Operations Transfer and Surrender Agreement by and between LaGrange Operations, LLC, a subsidiary of the Company, and C.R. of LaGrange, LLC. Effective May 1, 2022, LaGrange Operations became the Department approved and licensed operator of the LaGrange Facility. LaGrange Operations also entered into a Management Agreement with Peach Health, dated as of April 29, 2022, which engaged Peach Health to provide for the overall management and day-to-day operation of the LaGrange Facility. The term of the LaGrange Management Agreement commences on May 1, 2022, and continues for a term of six months thereafter; the term may be extended upon a mutual agreement by both parties. Under the LaGrange Management Agreement, LaGrange Operations will pay Peach Health: (i) for months one through six of the term, a management fee of $25,000 per month; and (ii) for months seven and after of the term, a management fee equal to 5% of net revenue. The LaGrange Management Agreement is subject to earlier termination as provided therein. The LaGrange Management Agreement also includes customary representations, covenants, termination provisions and indemnification obligations. In addition to the foregoing, the Company has entered into a management agreement with Peach Health, effective Oct. 1, 2021, to provide management consulting services for a 134-bed SNF located in Thunderbolt, Georgia. Affiliates of Peach Health also lease from the Company three facilities located in Georgia known as Oceanside Nursing and Rehabilitation Center, Savannah Beach Nursing and Rehabilitation Center and Advanced Healthcare of Twiggs County. Lease Termination On May 1, 2022, the Company entered into a Lease Termination and Release Agreement among ADK Georgia, LLC, a subsidiary of the Company, LC SNF and the Company ("Landlord"), pursuant to which the Sublease Agreement, dated as of Oct. 22, 2014, by and between the Landlord and Tenant, regarding the SNF located at Highway 19, Lumber City, Georgia, terminated, subject to Tenant's timely payment to the Landlord of $545,690 representing unpaid rent and other amounts owing and due under the Lease, effective as of May 1, 2022. About Regional Health Properties Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) -- http://www.regionalhealthproperties.com-- is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. Regional Health a net loss of $1.18 million for the year ended Dec. 31, 2021, and a net loss of $688,000 for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $105.70 million in total assets, $95.30 million in total liabilities, and $10.40 million in total stockholders' equity. REVENANT DENVER: June 13 Hearing on Plan Confirmation ----------------------------------------------------- Judge Kimberley H. Tyson has entered an order that the court set a hearing on Revenant Denver, Inc., et al. Plan Confirmation for Monday, June 13, 2022 at 9:30 a.m. The hearing will be in person, with the option to attend by videoconference. Objections and ballots will be due by Monday, June 6, 2022. A redlined Plan and Disclosure Statement will be filed and circulated by Monday, May 2, 2022. Debtors must perform service on or before Thursday, May 5, 2022. About Futurum Communications Corporation Futurum Communications Corporation -- https://forethought.net/ -- is an independent locally owned internet, cloud and communications service provider with offices in Denver, Grand Junction and Durango. Futurum Communications filed a petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-11331) on March 21, 2021, listing up to $50 million in both assets and liabilities. Affiliates San Isabel Telecom, Inc., and Brainstorm Internet, Inc., filed their voluntary Chapter 11 petitions (Bankr. D. Colo. Case Nos. 21-12534 and 21-12549) on May 12, 2021. Jawaid Bazyar, president, signed the petitions. Judge Kimberley H. Tyson oversees the cases. The Debtors tapped Onsager Fletcher Johnson, LLC, as bankruptcy counsel, Lance J.M. Steinhart, PC, as special counsel, and SL Biggs as accountant. ROCKALL ENERGY: Seeks to Hire Weil Gotshal as Special Counsel ------------------------------------------------------------- Rockall Energy Holdings, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Weil, Gotshal & Manges LLP as its special counsel. The firm will render these services: a. conduct the Investigation to determine whether the Debtors hold any claims or causes of action that are worth pursuing; b. prepare any report or other papers necessary or otherwise beneficial to meet the objectives of the Special Litigation Committee in connection with the Investigation; c. appear before the Court or any other courts to represent the interests of the Special Litigation Committee; d. take all other actions that the Special Litigation Committee may determine are necessary, advisable, or appropriate to fulfill its duties and responsibilities with respect to the Mandate; e. advise the Independent Director with respect to his rights, powers, and duties as the sole member of the Special Litigation Committee; f. present to the Special Litigation Committee the findings of the Investigation and advise the Special Litigation Committee regarding the recommendations to the Board for consideration; g. correspond and participate in conferences with counsel for the Debtors, counsel for the DIP lenders, and counsel for the Committee, as needed, to discuss findings and recommendations with respect to the Investigation, subject to applicable privileges and confidentiality rules; and h. attend meetings of the Board and represent the Special Litigation Committee relating to its Mandate and other related matters. The firm will be paid at these standard hourly rates: Partners $1,310 - $1,950 Counsel $1,250 - $1,300 Associates $690 - $1,200 Paraprofessionals $275 - $495 Jessica Liou, a partner of Weil Gotshal, assured the court that the firm does not hold or represent an interest that is adverse to the Debtors or their estates with respect to the matters on which Weil is to be employed. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Weil Gotshal disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Weil represented the Special Litigation Committee since February 2022 with respect to the Investigation. During that period, Weil charged the Special Litigation Committee its standard rates in effect at that time. Weil's billing rates have not changed or increased between February 2022 and the date hereof; and -- Weil will not otherwise develop a formal budget and staffing plan unless otherwise requested by the Special Litigation Committee. The firm can be reached through: Jessica Liou Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119 Phone: +1 212 310 8817 Email: jessica.liou@weil.com About Rockall Energy Holdings Rockall Energy Holdings, LLC is a mid-sized oil exploration and production company. Rockall Energy and its affiliates sought Chapter 11 bankruptcy protection (Bank. N.D. Tex. Lead Case No. 22-90000) on March 9, 2022. In the petition filed by David Mirkin, as chief financial officer, Rockall Energy Holdings listed $100 million and $500 million in both assets and liabilities. The cases are handled by Honorable Judge Mark X. Mullin. The Debtors tapped Vinson & Elkins, LLP as legal counsel; Lazard Freres & Co., LLC as investment banker; and Ankura Consulting Group, LLC, as restructuring advisor. Stretto, Inc. is the claims agent. On March 18, 2022, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Pachulski Stang Ziehl & Jones LLP as its counsel and Riveron RTS, LLC as financial advisor. RUBY TUESDAY: Goldman Sachs Unit Cleared of $54 Million Suit ------------------------------------------------------------ Faith Williams of Law360 reports that a Tennessee district court judge ruled Tuesday, May 10, 2022, that a Goldman Sachs unit did not interfere with a real estate developer's lease deal with Ruby Tuesday nor did the investment platform violate trade secret statutes, clearing the unit of a $54 million lawsuit brought by the developer. U.S. District Judge Waverly D. Crenshaw Jr. ruled Nashville-based BNA Associates LLC did not prove Goldman Sachs Specialty Lending Group had refused to consent to the sale of the leasehold interest of a Ruby Tuesday Inc. historic lodge on the Maryville College campus to BNA and had instead sought to retain ownership of the property. About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate, and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On Oct. 26, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in the chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc. as financial advisor. SCHULTE PROPERTIES: Unsecureds Will be Paid in Full in 5 Years -------------------------------------------------------------- Schulte Properties LLC submitted an Amended Disclosure Statement. As of the filing of this Disclosure Statement, the Debtor continues to hold title to each of the 32 residential properties, and the Debtor's ongoing business affairs of leasing the residential properties to tenants continues. Each property has equity in excess of secured liens, is occupied by tenants, is kept in good repair, generates monthly rental income, is fully insured for damages, and is current in HOA, utility, and tax payments. Additionally, since July 2018 the Debtor has made all post-petition monthly principal and interest loan payments at the rates set forth in the 2009 Bankruptcy Confirmation Order (approximately $24,400.02 per month). The Debtor has also paid all insurance premiums even where a prior escrow account had been established. The Debtor continues to, and under the proposed Plan, will continue to make property tax payments and insurance payments for each property outside of escrow. The Debtor utilizes Thrive Property Management & Investments Inc. to perform ordinary course property management duties including but not limited to collection of rent, payment of expenses, handling of repairs, and regular property maintenance, for which Thrive Property Management & Investments Inc. is paid monthly management fees. Thrive Property Management & Investments Inc. is solely owned and operated by Melani Schulte. Under the Plan, Class 4 addresses the allowed claims of the general unsecured creditors, which were owed, as of the petition date, approximately $213,930. The holders of allowed unsecured claims shall be paid in full within five years of the Effective Date. At the Debtor's Option, Debtor may pre-pay any payment due without penalty. The Holders of Class 4 Allowed Claims shall be paid their pro rata share of $100,000, which shall be paid from the equity infusion of $100,000 made by Debtor's principal, Melani Schulte, as set forth in the Plan. The balance of any amount owing, if any, shall be paid from proceeds of the Debtor's operations or from the sale of property owned by the Debtor, until the Allowed Class 4 Claims are paid in full, but in no event later than 5 years from the Effective Date. Class 4 is impaired. Distributions will be made to creditors as funds are available with payments made pursuant to specific agreements between the respective Reorganized Debtor and recipients after the Debtor or Reorganized Debtor and the Claimant agree upon the amount of the Claim or the Claim is allowed by the Court. Attorneys for Debtor: Matthew L. Johnson, Esq. Russell G. Gubler, Esq. JOHNSON & GUBLER, P.C. Lakes Business Park, 8831 West Sahara Avenue Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 E-mail: mjohnson@mjohnsonlaw.com A copy of the Disclosure Statement dated April 29, 2022, is available at https://bit.ly/3s6Z4xw from PacerMonitor.com. About Schulte Properties Schulte Properties, LLC is the fee simple owner of various real properties in Las Vegas and Henderson, Nev. Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. The Debtor first sought protection from creditors (Bankr. D. Nev. Case No. 17-12883) on May 31, 2017. Judge Laurel E. Babero oversees the case. In the petition signed by Melani Schulte, managing member, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as its bankruptcy counsel and Matthew Carlyon, Esq., an attorney practicing in Chicago, as its special litigation counsel. SCUNGIO BORST: Committee Taps Obermayer Rebmann as General Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Scungio Borst & Associates, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Obermayer Rebmann Maxwell & Hippel LLP, as its general counsel. The firm's services include: a) providing the Committee with legal advice regarding its powers and duties; b) assisting in the preparation of any legal papers for the Committee; and c) performing all other legal services for the Committee which may be necessary. Obermayer shall be charged at the blended hourly billing rate of $425 for attorneys, regardless of seniority, and $200 per hour for paralegals. Obermayer does not hold or represent any interest adverse to the estate, is a disinterested person, according to court filings. The firm can be reached through: Edmond M. George, Esq. Michael D. Vagnoni, Esq. OBERMAYER REBMANN MAXWELL & HIPPEL LLP Centre Square West 1500 Market Street, Suite 3400 Philadelphia, PA 19102 Phone: (215) 665-3140 About Scungio Borst & Associates Scungio Borst & Associates, LLC is a worldwide construction services firm specializing in general construction, consulting and project management. It is based in Camden, N.J. Scungio Borst & Associates filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 22-10609) on March 11, 2022, listing as much as $50 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. Judge Ashely M. Chan oversees the case. Karalis, PC, led by Aris J. Karalis, Esq., serves as the Debtor's legal counsel. SKILLZ INC: Incurs $148.1 Million Net Loss in First Quarter ----------------------------------------------------------- Skillz Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $148.11 million on $93.44 million of revenue for the three months ended March 31, 2022, compared to a net loss of $53.59 million on $83.68 million of revenue for the three months ended March 31, 2021. Skillz drove strong improvement in marketing efficiency in the first quarter of 2022," said Skillz CEO Andrew Paradise. "We commenced our transition to profitable growth through both sustained product innovation, including the recent beta launch of our cloud-gaming feature, and rollout of more enhancements that improve the user experience through social and personalization." As of March 31, 2022, the Company had $932.54 million in total assets, $380.90 million in total liabilities, and $551.64 million in total stockholders' equity. Since inception, the Company has financed its operations primarily from the sales of capital stock. As of March 31, 2022, the Company's principal sources of liquidity were its cash and cash equivalents in the amount of $114.6 million, which are primarily invested in money market funds and marketable securities with maturities of less than three months, and marketable securities in the amount of $539.3 million. As of March 31, 2022, the Company had 4,535,728 Private Warrants outstanding. During the three months ended March 31, 2022, there was no exercise of any Private Warrants. In December 2021, the Company offered $300 million in aggregate principal senior secured notes due 2026 in a private offering. The notes were sold in a private placement to qualified institutional buyers. Annual interest started to accrue from Dec. 20, 2021 at a stated rate of 10.25%, and will be payable semiannually on June 15 and December 15 of each year, beginning on June 15, 2022. The notes will mature on Dec. 15, 2026. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include potential investments in or acquisitions of other companies, products, or technologies that we may identify in the future. The notes contain customary covenants restricting its and certain of its subsidiaries' ability to incur debt, incur liens, make distributions to holders of its stock, make certain transactions with its affiliates, as well as certain financial covenants specified in the indentures. The Company was in compliance with all covenants applicable to the notes as of March 31, 2022. The Company said that as of May 6, 2022 (the date of this statement), its existing cash resources are sufficient to continue operating activities for at least one year past the issuance date of the condensed consolidated financial statements. The Company's future cash requirements will depend on many factors, including its rate of revenue growth and the expansion of its sales and marketing activities. The Company also may invest in or acquire complementary businesses, applications or technologies. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001801661/000162828022013100/sklz-20220331.htm About Skillz Inc. Skillz -- www.skillz.com -- is a mobile games platform that connects players in fair, fun, and meaningful competition. The Skillz platform helps developers build multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual esports tournaments for millions of mobile players worldwide, and distributes millions in prizes each month. Skillz reported a net loss of $181.38 million in 2021, a net loss of $145.51 million in 2020, and a net loss of $23.60 million in 2019. * * * As reported by the TCR on March 31, 2022, S&P Global Ratings lowered its issuer credit rating on San Francisco-based mobile gaming platform operator Skillz Inc. to 'CCC+' from 'B-'. Also in March 2022, Moody's Investors Service downgraded the Corporate Family Rating of Skillz Inc. to Caa1 from B3 following the company's recent guidance for greater cash flow losses over the next year, reflecting higher governance risk. SOUND INPATIENT: Moody's Cuts CFR to B3 & 1st Lien Term Loan to B2 ------------------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of Sound Inpatient Physicians, Inc.("Sound") to B3 from B1 and its Probability of Default Rating to B3-PD from B1-PD. Moody's also downgraded the ratings of the company's senior secured first lien revolving credit facility and term loan to B2 from Ba3 and the senior secured second lien term loan to Caa2 from B3. The ratings downgrade reflects Sound's considerable underperformance in 2021 and an expectation of only a modest recovery in the next one year. In the recent earnings announcement, Sound reported $169.2 million of EBITDA for 2021 which was approximately 20% lower than the management forecast in mid-2021. The key drivers of lower earnings were the absence grants from the Health and Human Resources Department (HHS) in 2021 and unexpected downward revision of the Bundled Payment for Care Improvement Advanced (BPCIA) reimbursements. Moving forward, the company has decided to scale down its participation in the BPCIA program which was an important pillar of the company's business strategy and was previously expected to contribute up to $60 million in incremental EBITDA (up to 25% of total EBITDA) in the long run. With this change in the company's strategy, Sound will have materially lower earning capacity. Social and Governance considerations are material to the rating action. The company's earnings have recently deviated materially from management's forecasts and will follow a different trajectory with the change in business strategy. Given the high exposure to government payors, the company was materially impacted by the revision in the BPCIA reimbursement rates. Downgrades: Issuer: Sound Inpatient Physicians, Inc. Corporate Family Rating, Downgraded to B3 from B1 Probability of Default Rating, Downgraded to B3-PD from B1-PD Gtd Senior Secured 1st Lien Term Loan, Downgraded to B2 (LGD3) from Ba3 (LGD3) Gtd Senior Secured Revolving Credit Facility, Downgraded to B2 (LGD3) from Ba3 (LGD3) Gtd Senior Secured 2nd Lien Term Loan, Downgraded to Caa2 (LGD6) from B3 (LGD6) Outlook Actions: Issuer: Sound Inpatient Physicians, Inc. Outlook, Remains Stable RATINGS RATIONALE Sound's B3 CFR reflects its very high financial leverage and high level of business concentration in hospital medicine. With a significant decline in 2021 EBITDA, Moody's estimates that the company's adjusted financial leverage (Moody's adjusted basis, including proforma contribution of acquisitions) spiked to approximately 14.4x, up from approximately low-6.0 times at the end of December 2020. Moody's expects that the LTM debt/EBITDA will remain very high above 10 times in the next 12 months. As the company stabilizes its business, with scaled-down participation in BPCIA program, Moody's expects that the company's financial leverage will decline to low-to-mid 8.0 times range in the next 18 months. The company's ratings benefit from Sound's leading position as a provider of hospitalists (i.e. - physicians who work exclusively in a hospital). It is also supported by Moody's view that Sound's focus on value-based care programs better aligns its incentives with hospitals and payors than many other physician staffing/services companies that are primarily focused on fee-for-service business. The credit profile is further supported by the fact that Sound is partially owned by OptumHealth, which is also a key customer. Sound's liquidity is adequate. The company's liquidity is supported by $144 million in cash and almost full availability under the company's $75 million revolver as of December 31, 2021. The revolver is currently scheduled to expire in June 2023. Moody's expects that Sound will generate negative free cash flow of $15-$30 million in 2022 (including the repayment of approximately $34 million in stimulus funds). Even with negative free cash flow, the company will have enough liquidity to cover the mandatory amortization of its term loan (-8.1 million in the next 12 months). Moody's expects the company to become free cash flow positive in 2023. In its stable outlook, Moody's expects that the company will gradually improve its profitability even without HHS grants and BPCIA contributions. ESG considerations are material to Sound's credit profile. Social considerations are material, given the substantial implications for public health and safety. Sound was materially impacted by the coronavirus outbreak in 2020 but the company's business volumes have largely recovered since then. The company's businesses are also exposed to social risk given that the physician's services may be provided on an out-of-network basis and may be subject to government regulations such as the No Surprises Act of 2022. The company estimates that less than three percent of its revenues are out-of-network and exposed to the regulations under the No Surprises Act. Given the high exposure to government payors, Sound is exposed to unfavorable changes to government payor reimbursements and regulatory changes. The company's financial policies are expected to remain aggressive reflecting its partial ownership by a private equity investor (Summit Partners). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's operating performance and/or liquidity deteriorates. Failure to refinance or extend the revolver could also result in a downgrade. Adoption of aggressive financial policies including material debt-funded acquisitions or shareholder distributions or a significant reduction in the company's ownership by OptumHealth (a subsidiary of UnitedHealth Group Inc.) could also pressure the company's ratings. The ratings could be upgraded if the company improves its earnings and cash flow. Sustained debt/EBITDA below 6.5 times and positive free cash flow would support an upgrade. Additionally, growth in scale and greater business diversification would support Sound's credit profile. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly-owned subsidiaries and affiliated companies. Sound's principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. Revenues for fiscal 2021 were approximately $1.6 billion. The company is primarily owned by private equity sponsor Summit Partners and OptumHealth. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SOUTH SIDE: Seeks to Hire RG & Associates CPA as Accountant ----------------------------------------------------------- South Side Convenient Care, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to hire RG & Associates CPA, LLC as its accountant. The firm will keep and report the books, records, operations, methods, business affairs and practices of Debtor's finances to the IRS and to the U.S. Bankruptcy Court, and provide other ongoing accounting services. Michael Chapman, CPA, a partner of RG & Associates, will provide the accounting services at $205 per hour. Mr. Chapman assured the court that he represents no interests adverse to the Debtor or the estate and the matters upon which he is to be engaged. The firm can be reached through: Michael Chapman, CPA RG & Associates CPA, LLC 11920 Burt Street, Suite 160 Omaha, NE 68154 Phone: 402-614-4315 Fax: 402-614-2110 About South Side Convenient Care South Side Convenient Care, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 22-80201) on March 21, 2022, listing $100,001 to $500,000 in both assets and liabilities. John A. Lentz, Esq. at Lentz Law, PC, LLLC serves as the Debtor's counsel. SPI ENERGY: Delays Filing of First Quarter Form 10-Q ---------------------------------------------------- SPI Energy Co., Ltd. filed with the Securities and Exchange Commission a Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the period ended March 31, 2022. The company said the Quarterly Report could not be filed within the prescribed time period due to the fact that the company was unable to finalize its financial results without unreasonable expense or effort. As a result, the company could not solicit and obtain the necessary review of the Form 10-Q in a timely fashion prior to the due date of the report. About SPI Energy Co. SPI Energy Co., Ltd. (SPI) is a global renewable energy company and provider of solar storage and electric vehicle (EV) solutions for business, residential, government, logistics and utility customers and investors. The Company provides a full spectrum of EPC services to third-party project developers, as well as develops, owns and operates solar projects that sell electricity to the grid in multiple countries, including the U.S., the U.K., Greece, Japan and Italy. The Company has its US headquarters in Santa Clara, California and maintains global operations in Asia, Europe, North America and Australia. SPI is also targeting strategic investment opportunities in green industries such as battery storage and charging stations, leveraging the Company's expertise and growing base of cash flow from solar projects and funding development of projects in agriculture and other markets with significant growth potential. SPI Energy reported a net loss of $44.83 million for the year ended Dec. 31, 2021, compared to a net loss of $6.27 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $228.08 million in total assets, $202.13 million in total liabilities, and $25.95 million in total equity. New York, New York-based Marcum Bernstein & Pinchuk LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 1, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. STEEL BRITE: Case Summary & Four Unsecured Creditors ---------------------------------------------------- Debtor: Steel Brite Polishing Corp. 860 Townley Avenue Union, NJ 07083 Case No.: 22-13883 Business Description: The Debtor has equitable interest in a property located at 127 Franklin Street, Elizabeth, NJ. The current value of the Debtor's interest in the Property is $1.3 million. Chapter 11 Petition Date: May 12, 2022 Court: United States Bankruptcy Court District of New Jersey Debtor's Counsel: Bruce Duke, Esq. BRUCE J DUKE LLC 788 Shrewsbury Avenue Suite 2225 Eatontown, NJ 07724 Tel: (732) 230-7328 Fax: (732) 719-6187 Email: bruce@bdukelawfirm.com Total Assets: $1,300,000 Total Liabilities: $785,000 The petition was signed by Eliott Gindi as president. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JVJ5KOQ/Steel_Brite_Polishing_Corp__njbke-22-13883__0001.0.pdf?mcid=tGE4TAMA STONEWAY CAPITAL: Court Approves Chapter 11 Plan ------------------------------------------------ James Nani of Bloomberg Law reports that Stoneway Capital Corp., a bankrupt Argentine power plant owner, won court approval for a Chapter 11 plan to sell nearly all assets to MSU Energy and use $462.5 million of new notes to repay creditors. Senior noteholders, including Blackrock Advisors, will share from the pool of new debt, allowing them to be recover an estimated 16% to 28% of their claims. As part of its restructuring, Stoneway will transfer to a pool $300 million in new first lien notes and $162.5 million in new second-lien notes, according to the restructuring plan approved by U.S. Bankruptcy Judge James Garrity. 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 AVE: Seeks Cash Collateral Access ---------------------------------------- Summer Ave LLC asks the U.S. Bankruptcy Court for the District of Massachusetts, Western Division, for authority to use cash collateral and provide adequate protection. The Debtor needs to use the cash collateral assets generated by the rentals of its commercial property, consisting of three buildings and two parking lots, to continue to maintain rentals, including electrical utilities, gas utilities, payment of insurance, real estate taxes, trash removal, maintenance, and related items. These creditors claim security interests in the Debtors' properties as follows: a. Community Loan Servicing, LLC -- 1415 W. Cypress Creek Road Fort Lauderdale, FL 33309 -- claims a first mortgage on the real properties of the Debtor, securing a loan of approximately $1,050,000; this loan was a refinance of the original mortgage obligation incurred in the purchase of the Debtor's real properties. b. Belvidere Capital, LLC -- 396 Andover Street, Lowell, MA 01852 -- claims a second mortgage on the real properties of the Debtor, securing a loan of approximately $3,000,000. The Debtor did not receive the benefits of this loan, but rather an affiliate of the Debtor did. As adequate protection, the Debtor proposes that secured creditors receive a continuing lien on all of its assets, including cash collateral and post-petition accounts receivables, to the same extent and amount, in the same priority, that they were perfected and valid prepetition. In addition, the Debtor proposes to pay Community Loan Servicing, LLC $2,000 per month commencing in July 2022. The Debtor proposes a continued hearing in August 2022 to review its ability to pay additional funds. In the interim, all revenues will be deposited in the Debtor-in-Possession account, and the Debtor will provide appropriate monitoring to Community Loan Servicing and Belvidere Capital to ensure that all expenses and deposits are proper. A copy of the motion is available at https://bit.ly/3wkJC2f from PacerMonitor.com. About Summer Ave, LLC Summer Ave, LLC is a limited liability company who owns commercial property, consisting of three buildings and two parking lots, each on a separate parcel, with building addresses of (i) 431-435 White Street, (ii) 429 White Street and 752 Sumner Avenue, and (iii) 760 Sumner Avenue, Springfield, Massachusetts. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-30140) on April 28, 2022. In the petition signed by Louis Masaschi, manager, the Debtor disclosed $778,100 in assets and $4,058,600 in liabilities. Louis S. Robin, Esq. at Law Offices of Louis S. Robin represents the Debtor as counsel. TALEN ENERGY: Bondholders to Get Power Plant Biz. in Chapter 11 --------------------------------------------------------------- Riverstone Holdings LLC's Talen Energy Corp. placed a collection of power plants into Chapter 11 bankruptcy, planning to hand control of the business to bondholders. Talen Energy Corporation ("TEC") on May 10, 2022, announced a major step in its corporate transformation with a recapitalization transaction that is expected to greatly strengthen the financial position of its Talen Energy Supply LLC ("TES" or the "Company") subsidiary. The transaction will include a new equity investment of up to $1.65 billion, which will accelerate TES' clean power transformation, advance carbon-free data center growth initiatives, and maximize value to stakeholders. "Our Company is at an important inflection point to strategically reposition TES for long-term value creation. This transformation must be accompanied by balance sheet repair and equity capital to drive the long-term success of the Talen-Cumulus platform and our people. By restructuring TES' balance sheet through an in-court process, we will create a strong capital structure suitable for today's elevated commodity market, position the Company for growth, and continue to build upon the many operational achievements we have made in recent years," said Chief Executive Officer Alejandro "Alex" Hernandez. "With leading carbon-free nuclear and baseload generation assets critical to grid resilience, and Cumulus’ growing investment in energy transition growth projects, TEC's transformation will create significant opportunities for value creation. We want to thank our TES creditors and in particular the Consenting Noteholders—the future owners of TES—for their continued support of the Company and commitment to its future." TES has executed a restructuring support agreement ("RSA") with an ad hoc group of TES' unsecured noteholders (the "Consenting Noteholders"). The Consenting Noteholders collectively hold approximately 62% of principal amount of TES' unsecured notes. Pursuant to the RSA, certain of the Consenting Noteholders have agreed to enter into a backstop commitment with respect to a common equity rights offering of up to $1.65 billion, subject to certain adjustments at closing. The Consenting Noteholders have also agreed to equitize more than $1.4 billion of their unsecured notes pursuant to the Plan. TES expects additional senior unsecured noteholders will join the RSA in the coming weeks. In addition, TES has secured $1.76 billion of debtor-in-possession financing (the "DIP Facilities") led by Citigroup, Goldman Sachs, and RBC Capital Markets. The DIP Facilities are comprised of a $1.0 billion term loan, a $300 million revolving credit facility, and $458 million letter of credit facility. The $1.0 billion term loan is being provided by an investor group of leading financial institutions. In order to effectuate the consensual restructuring contemplated by the RSA, TES and certain of its subsidiaries have voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. Pursuant to the RSA, the Company plans to confirm its plan of reorganization approximately six months following the commencement of this restructuring. TEC, its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TEC's Cumulus Growth platform will continue executing on its business plan, constructing carbon-free hyperscale data centers and digital coin processing facilities, as well as renewable energy and battery storage development projects to meet rapidly growing consumer demand for clean, reliable energy. These projects, together with TES' generation assets, and complementary decarbonization projects, will advance the transformation of the overall business into a clean energy and digital infrastructure platform. TES expects to continue its day-to-day business in the normal course and intends to move as quickly as possible through the process. TES has filed customary "first day" motions with the Court to ensure no interruption to employee wages, healthcare, and other benefits as well as the ability to conduct routine business with vendors and other business partners, including the resumption of hedging activities. TES' plants will continue to generate needed electricity for the markets they serve. "TES provides reliable power and grid resiliency to the markets it serves and generates strong operating cash flows for our stakeholders," said John Chesser, Chief Financial Officer. "As we work to strengthen TES' financial position through this process, we will remain focused on taking care of our people and communities, investing in the reliability of our assets through decarbonization and other capital projects, continuing our strong operational and safety performance, and pursuing complementary growth projects which will bring demand to our generation facilities and drive future value creation. We are particularly grateful to our employees for their continued focus on executing our strategy and financing partners who have entrusted us with their capital." Additional Information Court documents and other information are available on a website hosted by TES' claims agent, Kroll, at https://cases.ra.kroll.com/talenenergy. TES has also established a call center for questions at 844-721-3899 if calling from within the United States or Canada or 347-292-4080 if calling from outside these areas. Creditor inquiries can also be directed to talenenergyinfo@ra.kroll.com. About Talen Energy Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 20216 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. TECHNICAL COMMUNICATIONS: Incurs $522K Net Loss in Second Quarter ----------------------------------------------------------------- Technical Communications Corporation reported a net loss of $522,000 on $565,000 of net revenue for the quarter ended March 26, 2022, compared to a net loss of $329,000 on $617,000 of net revenue for the quarter ended March 27, 2021. For the six months ended March 26, 2022, the Company reported a net loss of $1.14 million on $989,000 of net revenue compared to a net loss of $671,000 on $783,000 of net revenue for the six months ended March 27, 2021. As of March 26, 2022, the Company had $2.01 million in total assets, $2.78 million in total liabilities, and a total stockholders' deficit of $766,000. Carl H. Guild Jr., president and CEO of Technical Communications Corporation, commented, "The Company continues to be impacted by the international COVID pandemic as customers are just starting to re-engage in the procurement process. Customers had been reluctant to have in-person meetings and performance demonstrations, which are necessary to consummate sales. We expect that this trend will continue and positively affect other program opportunities and allow us to begin recovery in the near future." A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/0000096699/000117184322003383/exh_991.htm About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks, serving government entities, military agencies, and corporate enterprises. Technical Communications Corporation reported a net loss of $1.09 million for the year ended Sept. 25, 2021 compared to a net loss of $910,650 for the year ended Sept. 26, 2020. As of Dec. 25, 2021, the Company had $1.83 million in total assets, $2.09 million in total liabilities, and a total stockholders' deficit of $256,296. Westborough, Massachusetts-based Stowe & Degon LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 22, 2021, citing that the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations and has limited working capital that raises substantial doubt about its ability to continue as a going concern. TELIGENT INC: Unsecureds to Get 11% Under Committee-Backed Plan --------------------------------------------------------------- VJGJ, Inc., et al., and is Official Committee of Unsecured Creditors filed a Plan and a Disclosure Statement. On Nov. 24, 2021, the Debtors filed a motion for the entry of: (A) an order (i) approving bidding procedures in connection with the sale of the Debtors' assets. On Dec. 15, 2021, the Bankruptcy Court entered an order approving the Bid Procedures, and the Debtors' selection of (i) Leiters, Inc. ("Leiters") to serve as the stalking horse bidder for the Facility, (ii) SteriMax Inc. ("SteriMax") to serve as the stalking horse bidder for the Debtors' assets located in Canada (the "Canadian Assets"); and (iii) PAI Holdings, LLC ("PAI") to serve as the stalking horse bidder for the Debtors' abbreviated new drug applications for generic drug products that the Debtors have submitted for approval to the Food and Drug Administration (the "U.S. Marketing Authorizations"). By the bid deadline of Jan. 11, 2022, the Debtors had received additional qualified bids for the Facility and the Canadian Assets. As a result, the Debtors conducted an auction commencing on January 13, 2022 and ending on January 14, 2022. Following multiple rounds of bidding, the following parties were identified as the successful bidders for the respective asset categories: * Facility: Leiters, Inc. for (i) a cash purchase price of $27,000,000, and (ii) assumption of various and specified liabilities related to the Debtors' Facility. * Canadian Assets: Hikma Canada Limited for (i) a cash purchase price of $45,750,000, (ii) assumption of various and specified liabilities related to the Debtors' Canadian Assets, and (iii) cure amount satisfaction for contracts assumed and assigned to Hikma in accordance with the Sale Order. * U.S. Marketing Authorizations: PAI Holdings, LLC for (i) a cash purchase price of $14,420,000, (ii) assumption of various and specified liabilities related to the Debtors' U.S. Marketing Authorizations, and (iii) cure amount satisfaction of up to $100,000 for contracts assumed and assigned to PAI in accordance with the Sale Order. On Jan. 18, 2022, the Court entered the sale orders, and each of the Sales successfully closed on Feb. 2, 2022. In connection with the closing of the Sales, proceeds from the Sales were used to satisfy the Debtors' obligations under the DIP Facilities. Proceeds of the Sale of the Canadian Business attributable to non-Estate assets were or will be received by the Debtors' non-Debtor Canadian affiliate, and such proceeds will, on the Effective Date or promptly after, be paid to the Second Lien Lenders in accordance with the terms of the Prepetition Second Lien Agreement. The Plan provides for the distribution and disposition of the Debtors' Assets in accordance with the priorities and requirements of the Bankruptcy Code. Importantly, the Plan incorporates and implements the terms of the Ares Settlement to provide for a distribution to holders of Allowed General Unsecured Claims that is more favorable than a chapter 7 liquidation. Without the Ares Settlement, such holders of Allowed General Unsecured Claims would not be entitled to receive any recovery on account of their Claims absent pursuing costly and protracted litigation, the outcome of which is uncertain. The Plan provides for the appointment of a Plan Administrator as a means to implement the Plan, and a Plan Oversight Committee to oversee the Plan Administrator and the administration of the Post-Effective Date Debtors by the Plan Administrator. The Plan Administrator shall, in consultation with the Plan Oversight Committee, be empowered to, among other things, administer and liquidate all Assets, object to and settle Claims, prosecute Retained Causes of Action in accordance with the Plan, and winddown the Debtors' estates and the Chapter 11 Cases. The Plan also provides for Distributions to Holders of Allowed Claims, including Administrative Claims, Professional Fee Claims, Priority Tax Claims, Secured Claims, Prepetition First Lien Credit Agreement Claims, Prepetition Second Lien Credit Agreement Claims, Priority Non-Tax Claims, and General Unsecured Claims. In addition, the Plan cancels all interests in the Debtors, and provides for the dissolution and wind-up of the affairs of the Debtors. The Plan also provides for and implements the Ares Settlement, as forth in Article XII of the Plan, by and between the Ares Settlement Parties. The Ares Settlement resolves any and all disputes between the Debtors, the Committee and the Prepetition Secured Parties, including those claims alleged in the Committee's Standing Motion. Additionally, the Ares Settlement provides for (i) the Prepetition Second Lien Lenders' agreement to vote in favor of the plan; (ii) the allowance of the Prepetition Second Lien Credit Agreement Claims in full; (iii) the deemed expiration of the Challenge Period (as defined in the Final DIP Order); (iv) the deemed finality of the stipulations, admissions, waivers, releases, acknowledgments, indemnities, and other provisions applicable to the DIP Parties and Prepetition Secured Parties set forth in the Final DIP Order with respect to all Persons, including (among others) the Committee and its members; (v) the payment of the Ares Settlement Payment in the amount of $3,025,000 from cash on hand of the Debtors; (vi) all Creditors with setoff, subrogation, or recoupment rights to be permitted to exercise such rights notwithstanding any applicability of the automatic stay under section 362 of the Bankruptcy Code or any injunction imposed under the Plan or the Confirmation Order; (vii) the Committee's withdrawal of the Standing Motion with prejudice; (viii) the distribution of all of the Debtors' Estates' remaining cash, after payment or reservation of Cash necessary to fund the Professional Fee Reserve (to the extent not already funded under the Carve Out Reserves (as defined in the Final DIP Order) pursuant to the Final DIP Order), the Confirmation Reserves, and the Ares Settlement Payment, (xi) a Pro Rata distribution of the Litigation Proceeds, if any and after payment of unpaid Allowed Committee Professional Claims, to Ares Capital on account of the Second Lien Deficiency Claim and to the Holders of Allowed General Unsecured Claims; and (x) the releases to the DIP Parties, the Prepetition Secured Parties, the present and former members of the Committee, and certain other Released Parties under Article 11.11 of the Plan. Additionally, the Plan provides for and implements the Hikma Settlement, as set forth in Article XIII of the Plan, by and among Hikma, the Debtors, and the Committee. Subsequent to the entry of the Hikma Sale Order, a dispute arose between the Committee and Hikma regarding whether the definition of "Assumed Liabilities" in paragraph 8 of the Hikma Sale Order controls over the definition of "Assumed Liabilities" in section 1.3 of the Hikma APA (the "Hikma Dispute"). Hikma and the Debtors also engaged in arms-length negotiations regarding the Working Capital Adjustment (pursuant to and as defined in the Hikma APA). Hikma, the Debtors, the Committee, the DIP Parties and the Prepetition Secured Parties have agreed to a mutual release of claims or causes of action with respect to the Hikma Dispute and the Working Capital Adjustment. The Debtors and Hikma agree that the Closing Date Working Capital (as defined in the Hikma APA) is deemed to be $2,261,490.90 and the Excess (as defined in the Hikma APA) is deemed to be $225,000 (the "Excess Amount"). Ares Capital shall contribute the Excess Amount as part of the Ares Settlement Payment. In addition, as a condition to the Hikma Settlement, (i) the Debtors, the Committee, Hikma, the DIP Parties and the Prepetition Secured Parties support the Bankruptcy Court's entry of the Amended Canadian Sale Order contemporaneous with the entry of the Confirmation Order that approves the Hikma Settlement, and (ii) the Hikma Transition Services Agreement shall be amended as set forth in the Plan. As a further condition to the Hikma Settlement, Hikma shall pay the final working capital amount to the Debtors by no later than five (5) Business Days following entry of the Amended Canadian Asset Sale Order; provided that the Debtors shall provide wire instructions to Hikma on or before one (1) Business Day following the entry of the Confirmation Order. For the avoidance of doubt, all Persons' rights under the Hikma APA and Hikma Sale Order (as amended by the Amended Canadian Asset Sale Order) are otherwise expressly preserved. In addition, Hikma shall have the ability to extend the Hikma Transition Services Agreement, among other modifications to the Hikma Transition Services Agreement, provided that Hikma shall cover all estate expenses related thereto. The Plan serves as a motion to approve the Ares Settlement and the Hikma Settlement pursuant to Bankruptcy Rule 9019. Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of each of the compromises and settlements provided for in the Ares Settlement and the Hikma Settlement, and the Bankruptcy Court's findings shall constitute its determination that such compromises and settlements are in the best interests of the Debtors, the Estates, Holders of Claims, and other parties in interest, and are fair, equitable, and reasonable. The following is an overview of certain material terms of the Plan: * All Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Secured Claims and Allowed Priority Non-Tax Claims will be paid or otherwise satisfied as required by the Bankruptcy Code and provided for in the Plan, unless otherwise agreed to by the Holders of such Claims and the Post-Effective Date Debtors. * Holders of Allowed Prepetition Second Lien Credit Agreement Claims shall constitute Allowed Secured Claims in the amount of the Second Lien Distribution Amount and otherwise shall constitute Allowed Second Lien Deficiency Claims. Holders of the Prepetition Second Lien Credit Agreement Claims shall receive the following treatment consistent with the Ares Settlement: (1) on the Effective Date (or in the case of amounts that become available after the Effective Date, promptly after they become available to the Post-Effective Date Debtors), payment of the Second Lien Distribution Amount; and (2) their Pro Rata portion of any Litigation Proceeds calculated based upon the Second Lien Deficiency Claim (but excluding for purposes of the calculation of the Pro Rata portion, any accrued and unpaid postpetition interest). * Holders of Allowed General Unsecured Claims will receive their Pro Rata share of the GUC Distribution, which is comprised of (a) the $3,025,000 Ares Settlement Payment and (b) the Litigation Proceeds, less (i) the amounts necessary to fund Allowed Professional Fee Claims of the Committee's Professionals that are unpaid as of the Effective Date and for which the Committee's Professionals seek payment, (ii) the Wind-Down Expenses and (iii) the Pro Rata portion of Litigation Proceeds payable on account of Class 4 Prepetition Second Lien Credit Agreement Claims, unless less favorable treatment is otherwise agreed to by the Post-Effective Date Debtors and the Holders of such Claims. * As of the Effective Date, all Interests of any kind will be cancelled, and the Holders thereof will not receive or retain any property, interest in property or consideration under the Plan on account of such Interests. * Section 11.11(a) and (b) of the Plan provides for certain releases by various parties of the Released Parties. * The entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of each of the compromises and settlements provided for in the Plan, including the Ares Settlement and the Hikma Settlement, and the Bankruptcy Court's findings shall constitute its determination that such compromises and settlements are in the best interests of the Debtors, their Estates, Holders of Claims and other parties in interest, and are fair, equitable and reasonable. Under the Ares Settlement, the Ares Settlement Parties have agreed to, among other things, fund the Ares Settlement Payment in the amount of $3,025,000 (inclusive of the Hikma Settlement Payment), less the amount of Committee Professional Fees paid by the Debtors' Estates as of the Effective Date. The Ares Settlement Payment will be funded from Cash on hand at the Debtors. The GUC Distribution shall consist of (i) the Ares Settlement Payment and (b) the Litigation Proceeds, less (i) the amounts necessary to fund Allowed Professional Fee Claims of the Committee's Professionals that are unpaid as of the Effective Date and for which the Committee's Professionals seek payment, (ii) the Wind-Down Expenses and (iii) the Pro Rata portion of Litigation Proceeds payable on account of Class 4 Prepetition Second Lien Credit Agreement Claims. The Debtors estimate that Holders of Allowed General Unsecured Claims in these Chapter 11 Cases should recover approximately 11% of the total amount of their Allowed General Unsecured Claims. The Debtors have calculated this projected recovery for Holders of General Unsecured Claims by taking into account, among other variables: (a) the total estimated amount of Allowed General Unsecured Claims; and (b) the total estimated amount of Cash available for Distributions to Holders of Allowed General Unsecured Claims. This estimate does not account for potential additional recoveries based on Retained Causes of Action and other Assets. Actual recoveries may differ from these projected recoveries as a result of, among other reasons: (a) actual recoveries with respect to the Retained Causes of Action; (b) an increase in the total amount of Allowed Administrative or Priority Non-Tax Claims from current estimates; and (c) the total amount of Allowed General Unsecured Claims differing significantly from the current estimated amounts, including increases or reductions based on the rejection of executory contracts and unexpired leases of the Debtors. The Debtors estimate that the number of Allowed General Unsecured Claims is approximately $14,082,307 million. Under the Plan, Class 5 Allowed General Unsecured Claims totaling $14,082,307. Each Holder of an Allowed General Unsecured Claim shall receive from the Post-Effective Date Debtors, in full satisfaction of such Allowed General Unsecured Claim: (i) its Pro Rata share of the GUC Distribution; or (ii) such other less favorable treatment as to which such Holder and the Post-Effective Date Debtor shall have agreed upon in writing. Creditors will recover 11% of their claims. Class 5 is impaired. The Plan will be implemented by, among other things, the approval of the Ares Settlement and the Hikma Settlement, the appointment of the Plan Administrator, the formation of the Plan Oversight Committee, and the making of Distributions from the Assets, including, without limitation, all Cash, including the Ares Settlement Payment, and the Litigation Proceeds, if any, by the Debtors, the Post-Effective Date Debtors, or the Plan Administrator, as applicable, in accordance with the Plan and the Plan Administrator Agreement. Except as otherwise provided in the Plan, on and after the Effective Date, all Assets of the Estates, including all claims, rights, Retained Causes of Action and any property acquired by the Debtors under or in connection with the Plan, including as a result of the Ares Settlement and the Hikma Settlement, shall vest in the Post-Effective Date Debtors, free and clear of all Claims, Liens, charges, other encumbrances and Interests subject to the substantive consolidation provided for in the Plan. For the avoidance of doubt, Assets of the Estates shall not include the Second Lien Distribution Amount which shall be payable to the Second Lien Lenders on the Effective Date (or thereafter for amounts that become available after the Effective Date, with all such amounts to be held in trust by the Post-Effective Date Debtors for the benefit of the Second Lien Lenders). The hearing to consider confirmation of the Plan has been scheduled for May 25, 2022 at 11:00 a.m. (Eastern Time). Objections to Confirmation of the Plan must be filed on or before May 20, 2022 at 4:00 p.m. (Eastern Time). The deadline to vote on the Plan is May 20, 2022 at 5:00 p.m. (Eastern Time). Counsel to the Debtors: Michael R. Nestor, Esq. Matthew B. Lunn, Esq. Shane M. Reil, Esq. S. Alexander Faris, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 N. King Street, Rodney Square Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: mnestor@ycst.com mlunn@ycst.com sreil@ycst.com afaris@ycst.com Counsel to the Official Committee of Unsecured Creditors of VJGJ, Inc.: Catherine L. Steege, Esq. Melissa M. Root, Esq. Landon S. Raiford, Esq. JENNER & BLOCK LLP 353 N. Clark Street Chicago, Illinois 60654 Telephone: (312) 923-2952 Fax: (312) 840-7352 E-mail: csteege@jenner.com mroot@jenner.com lraiford@jenner.com - and - Mark Minuti Lucian B. Murley Monique B. DiSabatino SAUL EWING ARNSTEIN & LEHR LLP 1201 North Market Street, Suite 2300, P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6840 E-mail: mark.minuti@saul.com luke.murley@saul.com monique.disabatino@saul.com A copy of the Disclosure Statement dated April 27, 2022, is available at https://bit.ly/3vpp4qc from PacerMonitor.com. About Teligent Inc. Teligent, Inc., a specialty generic pharmaceutical company, develops, manufactures, markets, and sells generic topical, branded generic, and generic injectable pharmaceutical products in the United States and Canada. The company was formerly known as IGI Laboratories, Inc. and changed its name to Teligent, Inc. in October 2015. Teligent, Inc. was founded in 1977 and is based in Buena, N.J. Teligent Inc. and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11332) on Oct. 14, 2021. The cases are handled by Honorable Judge Brendan Linehan Shanno. As of Aug. 31, 2021, Teligent had total assets of $85 million and total debt of $135.8 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; K&L Gates, LLP as special corporate counsel; Raymond James & Associates, Inc. as investment banker; PharmaBioSource Realty, LLC as real estate consultant; and Portage Point Partners, LLC, as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' cases on Oct. 27, 2021. Jenner & Block, LLP and Saul Ewing Arnstein & Lehr, LLP serve as the committee's bankruptcy counsel. Province, LLC is the committee's financial advisor. Latham & Watkins LLP, serves as co-counsel to the Prepetition First Lien Parties and the Senior DIP Parties. Morgan Lewis & Bockius LLP serves as co-counsel to the DIP Junior Term Loan Parties and Prepetition Second Lien Parties. Morris, Nichols, Arsht & Tunnell LLP serves as co-counsel to the DIP Parties and Prepetition Secured Parties. Jenner & Block LLP serves as co-counsel to the Creditors' Committee. Osler, Hoskin & Harcourt LLP, serves as Canadian counsel to both the DIP Junior Term Loan Parties and the Senior DIP Parties. NautaDutilh Avocats Luxembourg S.a r.l., as Luxembourg serves as counsel to both the DIP Junior Term Loan Parties and the Senior DIP Parties. TGS Baltric is the Estonian counsel to both the DIP Junior Term Loan Parties and the Senior DIP Parties. * * * Leiters, Inc., acquired the Debtors' facility for $27,000,000, and Hikma Canada Limited acquired the Debtors' Canadian assets for $45,750,000. PAI Holdings, LLC, bought the Debtors' U.S. Marketing Authorizations for $14,420,000. On March 28, 2022, Teligent, Inc., Igen, Inc., Teligent Pharma, Inc., and TELIP, LLC caused their legal names to be changed to VJGJ, Inc., WRCC, Inc., OSL, Inc., and TNova, LLC, respectively. TERRAFORM POWER: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed TerraForm Power Operating LLC's (TERPO) 'BB-' Long-Term Issuer Default Rating (IDR). The Rating Outlook is Stable. Fitch has also assigned a 'BB+'/'RR2' rating to TERPO's $500 million senior secured term Loan facility. The proceeds will be used to refinance the 4.250% senior unsecured notes due in January 2023. TERPO's IDR is supported by long-term contracted or regulated cash flows from a diversified renewables portfolio. Its financial performance has been boosted by power price spike in Europe since 2021. Fitch expects this trend to moderate in the intermediate term due to supply and demand rebalancing as well as some political intervention. Resource variability remains a key risk. Fitch projects Holdco-only FFO leverage to be around 3.8x in the next two years and increase to mid 5x thereafter, which will remain consistent with the rating category. Fitch assigns TERPO's ratings on a deconsolidated approach as its operations are largely funded by nonrecourse debt. KEY RATING DRIVERS Contracted and Regulated Portfolio: TERPO owns and operates 4.2GW of diversified wind and solar assets located primarily in the U.S. and Spain. Approximately 59% of cash flows are long-term contracted with over 90% investment-grade off-takers, and 35% is regulated under a fixed return-on-investment regime in Spain. TERPO's power purchase contracts have a 13-year average remaining life, on par with peers. Performance Improved: Financial performance in 2021 improved primarily due to strong power prices in Spain and project completions. European wholesale power prices tripled or quadrupled in 2021, resulting in TERPO generating $131 million incremental cash. Completion of the repowering of 160MW wind facilities in New York and tuck-in acquisitions in Spain added about $4 million cash flow. Fitch's projection assumes that the extraordinary power prices in Europe will moderate by 2024. The moderation would come from supply and demand shift as well as political intervention to reduce rate-payer burden. Spain Regulatory Framework Modified: In March 2022, the Spanish government issued a Royal Decree to reduce the growth of power generator over-collection and reduce pressure on rate payers. The 7.4% allowed rate of return remains in place. However, price band mechanism from 2023 to 2025 has been eliminated resulting in a larger proportion of revenues and returns being collected from market price, a credit negative. Historically, market revenues comprise in the range of 25% of TERPO's Spain regulated revenue and 8% of TERPO's consolidated revenues. Fitch understands that TERPO is evaluating hedging strategies to limit revenue volatility during this period. Organic and Moderate Growth: Fitch expects TERPO to shift toward an organic and low growth model. The repowering of the 160MW Cohocton and Steel Winds facilities in New York reached commercial operations in 2021. TERPO is evaluating 700 MW of utility scale wind and solar repowering opportunities in the U.S. as well as pursuing distributed solar business through a combination of repowering and installation of co-located batteries. Private Ownership: Private ownership by Brookfield Renewable Partners (BEP, BBB+/Stable) and Brookfield affiliates removed $4 million administrative costs associated with a publicly listed company and the need to pay management fees which was $27 million in 2019. The 5%-8% growth target and 80%-85% dividend payout ratio were also eliminated, which Fitch views as positive. However, private ownership is less transparent. Credit Metrics: Fitch calculates TERPO's credit metrics on a deconsolidated basis as its operating assets are largely financed with nonrecourse debt. TERPO's 2021 holdco-only FFO leverage ratio was approximately 4.2x. In the next two years, Fitch projects that holdco-only FFO leverage to average 3.8x and increase to mid-5x thereafter. Parent/Sub Linkage: Fitch rates TERPO on a standalone basis. Consistent with Fitch's approach with Brookfield affiliates, Fitch views Brookfield as financial investors and does not apply parent/subsidiary linkage. DERIVATION SUMMARY Fitch assigns TERPO's ratings based on a deconsolidated approach. Its subsidiaries are project subsidiaries that are largely funded by nonrecourse debt. Fitch applies a similar approach to NextEra Energy Partners (NEP; BB+/Stable) and Pattern Energy Operations, L.P. (Pattern; BB-/Stable), both of which own and operate portfolios of nonrecourse projects. TERPO is similar to NEP and Pattern in terms of operating scale. TERP's portfolio benefits from a large proportion of solar generation assets (43%) that exhibit less resource variability, versus NEP's 14% and Pattern's zero percent. TERPO's favorable fuel mix offsets its weaker credit metrics. TERPO's long-term contracted fleet has a remaining contract life of 13 years, lower than NEP's 14 years and similar to Pattern. NEP, as a publicly traded yieldco, is targeting an aggressive12%-15% distribution growth. Like Pattern, TERPO is no longer subject to public growth targets and has a low growth strategy. Fitch considers NEP better positioned than TERPO owing to NEP's primary presence in the U.S., stronger credit metrics and its affiliation with NextEra Energy Inc. TERPO benefits from affiliation with Brookfield, but its Spanish portfolio is exposed to greater regulatory and political uncertainties. KEY ASSUMPTIONS -- Spain regulatory framework modification in first half of 2022; -- Inverter replacement on Mt. Signal takes place in 2022 and 2023; -- Term loan facility amortization of $150 million over the next four years. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Holdco-only FFO leverage below 5.0x on a sustainable basis; -- A track record of a conservative and consistent approach in executing the business plan from a credit perspective. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Holdco-only FFO leverage above 6.0x on a sustainable basis; -- Underperformance in project assets that lends material variability or shortfall to expected project distributions on a sustained basis and without a clear path to recovery. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. ISSUER PROFILE TERPO owns and operates 4.2 GW of diversified wind and solar assets predominantly in the U.S., Europe and Canada. In 2021, 57% and 43% of its generation capacity were from wind and solar; 42% and 58% of projected revenue are from wind and solar respectively. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on TERPO, either due to their nature or the way in which they are being managed by TERPO. TEX-GAS HOLDINGS: Court Approves Disclosure and Confirms Plan ------------------------------------------------------------- Judge Jeffrey P. Norman has entered an order approving the Amended Disclosure Statement and Confirming the Amended Chapter 11 Plan of Reorganization of Tex-Gas Holdings, LLC. All objections to confirmation of the Plan have been overruled, resolved or withdrawn. The Objections filed by Lui So Yuk and Sham Wai Bun at have been resolved by agreement as provided for in this Order. Class 1 is unimpaired and deemed to have accepted the Plan. Class 2 is impaired and voted to accept the Plan. Class 3 is unimpaired and deemed to have accepted the Plan. Class 4 consists of the Allowed Equity Interests in the Debtor. The Class 4 interest is impaired and voted to accept the Plan. As of the Confirmation Date, all entities which have held, currently hold or may hold a claim or other debt or liability against the Debtor that are discharged are permanently enjoined from taking any of the following actions on account of such discharged claims, debts or liabilities or terminated interests or rights: (i) commencing or continuing in any manner, any action or other proceeding against the Debtor or its property; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or other award against the Debtor or its property; (iii) creating, perfecting or enforcing any lien or encumbrance against the Debtor or its property; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to the Debtor or its property; and (v) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the Plan. The injunction shall terminate on March 31, 2027. About Tex-Gas Holdings Tex-Gas Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-80092) on June 1, 2021. Elroy D. Fimrite, president of Tex-Gas Holdings, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Jeffrey P. Norman oversees the case. Andrews Myers, P.C., is the Debtor's legal counsel. THOUGHTWORKS INC: S&P Upgrades ICR to 'BB-' on Solid Performance ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on information technology (IT) consulting and software development services provider ThoughtWorks Inc. to 'BB-' from 'B+'. In addition, S&P raised its issue-level rating on the company's senior secured credit facilities by one notch to 'BB-', with a '3' recovery rating. S&P said, "The stable outlook reflects our expectation of solid performance from healthy demand for ThoughtWork's digital strategies and implementation work and leverage maintained below 4x. We expect acquisitions or possible future dividends to come primarily from internal liquidity sources rather than a large debt raise." Strong industry tailwinds in the medium-term will drive higher organic revenue and earnings. ThoughtWorks grew its revenues 33% in 2021 to $1.07 billion (31% on an organic basis) and improved bookings 61% over the same period. Revenue growth continued into first-quarter 2022, with revenues up 35% year over year. While ThoughtWorks is smaller than many IT services peers (Accenture PLC had $57 billion in sales for the trailing 12 months, EPAM Systems Inc. had $3.8 billion, and Globant S.A. had $1.3 billion), its size does not preclude it from winning digital transformation consulting deals in the marketplace, oftentimes at a price premium. S&P expects new bookings to be about evenly split between existing clients and new clients, as digital transformation initiatives typically last many years and are organization wide. Some of ThoughtWorks' recent growth has come from modernizing clients' IT architectures and pivoting platforms to cloud environments. ThoughtWorks also offers consulting for digital customer experiences, artificial intelligence and data, and digital transformation and operations. The more complex projects ThoughtWorks works on usually carry a higher price, which can contribute to margin accretion. The total addressable market for digital transformation services is still in its relatively early days–-International Data Corp. expects the market to double to $2.8 trillion in 2025 from $1.3 trillion in 2020. S&P said, "We expect ThoughtWorks to benefit as its customers are diversified across all major industries: technology and business services (27% of 2021 revenue), energy, public and health services (26%), retail and consumer (19%), financial services and insurance (16%), and automotive, travel and transportation (12%). All industry segment revenues grew in 2021 in the 22%-43% range. Revenue exposure to its top 10 clients also improved modestly in 2021 to 27% from 32% in the year-ago period. Despite the considerable uncertainty in the geopolitical and macroeconomic environment, the company raised its financial targets for the year during its first-quarter earnings call and noted that there was no direct revenue exposure to Russia or Ukraine. The positive financial guidance for 2022 gives us confidence that many of the company's customers continue to place a strategic importance on digital transformation, and we expect such IT spend to continue." S&P said, "We expect ThoughtWork's financial policy to support lower-than-historical leverage going forward. ThoughtWorks completed its IPO in September 2021, and has since prepaid a total of $200 million of debt. This in conjunction with rapid earnings growth helped reduce leverage to 2.5x at year-end 2021, building credit cushion at the current rating. While the rating upside is constrained by financial sponsor ownership (Apax Partners retains a 64% equity stake post-IPO), we do not expect the company to undertake significant debt to fund acquisitions or dividends. In our view, there is an incentive to maintain a conservative balance sheet as many of the digital-oriented IT services peers have minimal leverage, and the current rising interest rate environment should deter large debt raises. "The stable outlook reflects our expectation for organic revenue growth in the high-20% area in the coming year, as the company benefits from good bookings momentum for consulting engagements related to digital transformation. We also expect the company's EBITDA margins to be relatively stable, improving leverage to about the low-2x area by the end of 2022." Although unlikely, S&P could consider a lower rating if: -- Material customer defections and decreased utilization rates lead to material deterioration in revenue or profitability; or -- If the company pursues large debt-financed dividends or acquisitions, resulting in adjusted leverage in excess of 4x. Although unlikely over the next 12 months, S&P could raise the rating if: -- S&P expects ThoughWorks' financial sponsor will reduce its equity stake to below 40% and relinquish control; -- The company's financial policy supports maintaining leverage under 3x; or -- The company's scale increases and it has consistent profitability, with less concentration within its top 10 customers. Environmental, Social, and Governance ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of the company, as is the case for most rated entities owned by private-equity sponsors. We believe that as a controlled company, corporate decision-making prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." TOUCHPOINT GROUP: Gets A$1M Payment Under Host City Agreement ------------------------------------------------------------- Touchpoint Group Holdings Inc. received the initial payment of A$1,000,000 (US$720,000) due pursuant to a Host City Agreement entered into with respect to an Air Race World Championship event to be held in Lake Macquarie, Australia during 2022. The event is the first of three Air Race World Championship events anticipated to be held in Lake Macquarie. The second and third events are scheduled to be held in 2023 and 2024. Funding for this year's event is being provided by the NSW Government's Regional Events Acceleration Fund. In addition to an annual event fee of A$2,500,000 (US$1,800,000), Touchpoint anticipates that it will derive additional revenues each year through sponsorship fees, merchandizing, concessions and broadcasts of the races. About Touchpoint Group Headquartered in Miami, Florida, Touchpoint Group Holdings Inc. -- http://touchpointgh.com-- is engaged in media and digital technology, primarily in sports entertainment and related technologies that bring fans closer to athletes and celebrities. Touchpoint Group reported a net loss of $3.54 million for the year ended Dec. 31, 2020, compared to a net loss of $6.63 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $1.77 million in total assets, $3.52 million in total liabilities, $605,000 in temporary equity, and a total stockholders' deficit of $2.36 million. Tampa, Florida-based Cherry Bakaert LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. TSM CORALS: Unsecured Creditors Will Get 30% of Claims in Plan -------------------------------------------------------------- TSM Corals, LLC filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Reorganization dated May 5, 2022. Debtor TSM Corals, LLC is a wholesale and retail seller of exotic tropical fish, corals and related items. The business began operating in September of 2015. The business runs its wholesale and retail business at 1 Enterprise Ave, Sewell NJ. The Coronavirus had a significant impact on the business. The debtor had stopped in person retail sales from the store location and only made sales on line. In addition, the cost of importing products as well as shipping said items to online purchasers more than tripled. Debtor borrowed funds and entered into merchant cash advance agreements to try and keep the business going. Unfortunately, with the sales still limited, debtor was unable to pay its obligations and the Chapter 11, Sub-Chapter V bankruptcy was filed. The Plan includes reopening the in person retail sales portion of the business which has been done. In addition, steps are being taken to limit and avoid the exorbitant shipping costs, such as buying product from the United States rather than purchasing most items from overseas. Also, the number of employees was reduced. Class 5 consists of General Unsecured Claims in the amount of $59,357.82. Unsecured creditors will be paid $594 per month beginning in 31st month. This Class will receive a distribution of 30% of their allowed claims. In event plan is consensual, unsec. Creditors will receive an additional $300 per month for 60 months beginning August 1, 2022. Equity interest holder shall retain interest. The Plan includes reopening the in person retail sales portion of the business which has been done. In addition, steps are being taken to limit and avoid the exorbitant shipping costs, such as buying product from the United States rather than purchasing most items from overseas. Also, the number of employees was reduced. Initial Sales after reopening have been promising. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. The Debtor's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes, of $2481.33. The final Plan payment is expected to be paid on July 1, 2027. A full-text copy of the Plan of Reorganization dated May 5, 2022, is available at https://bit.ly/3N7zBfC from PacerMonitor.com at no charge. Counsel for Debtor: Robert Braverman, Esquire McDowell Law, PC 46 West Main Street Maple Shade, NJ 08052 856-482-5544 FX: 856-482-5511 rbraverman@mcdowelllegal.com About TSM Corals, LLC TSM Corals, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-10987) on Feb. 7, 2022. In the petition signed by Raymond Casper, managing member, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Robert N. Braverman, Esq. at McDowell Law, PC, is the Debtor's counsel. TSM DEVELOPMENT: Court Approves and Confirms Amended Plan --------------------------------------------------------- The Court has entered an order approving and confirming the Second Amended Plan of Reorganization of TSM Development, LLC. Any objections that have not been withdrawn, waived, or settled, and all reservations of rights pertaining to confirmation of the Plan included therein, are overruled on the merits. The modifications, including those in the Second Amended Plan and those set forth on the record at the Confirmation Hearing and in this Order are approved. The Plan, as so modified, shall constitute the Plan and all references herein to the Plan shall mean the Plan as so modified. The treatment of Class 1 Creditor Dallas County, is modified as follows: Dallas County will receive payment of its prepetition claim with interest at the state statutory rate of 1% per month and 12% per annum pursuant to 11 U.S.C. sections 506(b), 511 and 1129 in equal monthly installments commencing on the first business day that is thirty days from the Effective Date of the plan and continuing over a term of months calculated to pay the claim in full no later than the 5th anniversary of the Petition Date. Dallas County shall retain the liens that secure all amounts ultimately owed for tax years 2021 and 2022 and the state law priority of those liens until it receives payment in full. Dallas County will receive payment of all amounts owed for year 2022 ad valorem real property taxes in the ordinary course of business prior to the state law delinquency date without being required to file and serve an administrative expense claim and request for payment as a condition of allowance as provided in 11 U.S.C. § 503(b)(1)(D). In the event of a default under the Plan, Dallas County will send notice to counsel for the Reorganized Debtor via electronic mail. The Reorganized Debtor shall have 15 days from the date of the notice to cure the default. In the event the default is not cured, Dallas County shall be entitled to pursue collection of all amounts owed pursuant to state law outside the Bankruptcy Court without further notice. Dallas County shall be required to only send two notices of default. Upon a third event of default, Dallas County shall be entitled to pursue collection of all amounts owed pursuant to state law outside the Bankruptcy Court without further notice. Failure to timely pay post-petition taxes shall constitute an event of default under the plan only as to Dallas County. The release and exculpation provisions set forth in Article XII of the Plan are incorporated into this Confirmation Order as if set forth in full herein and are hereby approved in their entirety, subject to the following exceptions: a. Releases between the Debtor and Brilliant Energy, LLC shall be limited to the scope of the releases agreed upon by the Debtor and Brilliant Energy, LLC in the Agreed Order Resolving Debtor's Objection to Claim No. 3-1 Filed by Brilliant Energy, LLC, which is incorporated herein by this reference. b. Releases between the Debtor and AP Gas & Electric (TX), LLC shall be limited to the scope of the releases agreed upon by the Debtor and AP Gas & Electric (TX), LLC in the Agreed Order Resolving Debtor's Objection to Claim No. 4- 1 Filed by AP Gas & Electric (TX), LLC, which is incorporated herein by this reference. Counsel for the Debtor: Gerrit M. Pronske, Esq. Misty A. Segura, Esq. Megan F. Clontz, Esq. SPENCER FANE LLP 5700 Granite Parkway, Suite 650 Plano, TX 75024 Tel: (972) 324-0300 Tel: (972) 324-0301 E-mail: gpronske@spencerfane.com msegura@spencerfane.com mclontz@spencerfane.com About TSM Development LLC Grand Prairie, Texas-based TSM Development, LLC, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-31699) on Sept. 23, 2021, listing up to $100,000 in assets and up to $10 million in liabilities. Kun W. Yu, member of TSM, signed the petition. Judge Stacey G. Jernigan oversees the case. Gerrit M. Pronske, Esq., at Spencer Fane, LLP, is the Debtor's legal counsel. VERTEX ENERGY: Bunker One Reports 2.6% Equity Stake --------------------------------------------------- Bunker One (USA), Inc. disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Sept. 10, 2021, it beneficially owns 1,641,513 shares of common stock of Vertex Energy, Inc., representing 2.6 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/0000890447/000089706922000283/cmw418.htm About Vertex Energy Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty refiner of alternative feedstocks and marketer of petroleum products. Vertex is one of the largest processors of used motor oil in the U.S., with operations located in Houston and Port Arthur (TX), Marrero (LA) and Heartland (OH). Vertex also co-owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydro-processing and plant infrastructure assets, that include nine million gallons of storage. The Company has built a reputation as a key supplier of Group II+ and Group III Base Oils to the lubricant manufacturing industry throughout North America. Vertex Energy reported a net loss of $7.66 million for the year ended Dec. 31, 2021, a net loss of $11.40 million for the year ended Dec. 31, 2020, and a net loss of $5.49 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $266.06 million in total assets, $192.55 million in total liabilities, $43.45 million in total temporary equity, and $30.07 million in total equity. WC MANHATTAN: Trustee Taps McEnery Company as Property Manager -------------------------------------------------------------- Dwayne M. Murray, the chapter 11 trustee of WC Manhattan Place property, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire TMC Realty, LLC d/b/a The McEnery Company as his property manager and appraiser. The Debtor was engaged in the ownership and leasing of commercial property located at 1719-1721, 1731-1745 & 1801 Manhattan Boulevard, Harvey, Louisiana 70058. Approximately 18 units of the property are occupied by tenants, and approximately 12 units are vacant. The Trustee requires the assistance of McEnery to secure the property, manage tenants, collect rent, pay expenses, perform an analysis of repairs necessary and the estimated costs of such repairs, maintain and best ensure upkeep of the property, contract for and oversee repairs, provide monthly reporting, advise regarding insurance claims issues, provide the Trustee with an analysis of the status of tenants who are not paying, that have vacated the property, etc., and to work with the Trustee in making certain spaces that should be available for leasing are available, and that any appropriate legal proceedings regarding non-payment, termination of leases, etc., are commenced. McEnery will receive a $10,000 up-front fee to be paid upon execution of the Management Agreement. Additionally, McEnery will be paid a monthly flat fee of $5,500 for management services by the 5th of each month. In addition, the Trustee will pay McEnery a one-time fee of $3,500 for the commercial appraisal. McEnery is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and McEnery does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: P. M. McEnery, MAI, CRE Baldwin R. Justice The McEnery Company 810 Union Street, Fourth Floor New Orleans, LA 70112 Phone: (504) 274-2701 Fax: (985) 951-2334 About WC Manhattan Place property WC Manhattan Place property, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). The company is based in Austin, Texas. WC Manhattan Place property filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10047) on Jan. 25, 2022, listing as much as $50 million in both assets and liabilities. Natin Paul, authorized signatory, signed the petition. Judge Tony M. Davis oversees the case. The Debtor tapped Ron Satija, Esq., at Hayward, PLLC as legal counsel and Friedman Real Estate Management LA, LLC as interim property manager. On March 31, 2022, this Court approved the appointment of Dwayne M. Murray as Chapter 11 trustee of the Debtor's estate. WESTBANK HOLDINGS: Seeks to Tap Flanagan Bilton as Special Counsel ------------------------------------------------------------------ Westbank Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Flanagan Bilton LLC as its special counsel. The firm will render these services: 1. obtain and review assessment and tax records and all other relevant documents, public or private; 2. discuss and negotiate the assessment on Debtor's property with relevant government officials; 3. prepare and present complaints and petitions to assessors, review boards or other administrators; 4. prepare, file and try court cases; 5. take whatever lawful actions necessary to accomplish this purpose, to act in Debtor's interest, and to property Debtor's property. The firm has agreed to perform work on the following contingency fee basis: a. For reducing assessed values, or obtaining tax savings, refunds or credits at parish administrative levels, prior to court, or prior to state appeal boards, 25 percent fee of the taxes saved, refunded or credited on an annual basis. b. For reducing assessed values, or obtaining tax savings, refunds or credits as a result of court actions or state appeal board actions, a fee equal to 33 percent of the taxes saved, refunded, or credited. The firm will be reimbursed for the cost of appraisals, expert witness fees, court costs, filing fees, and court reporter or transcript costs. As disclosed in the court filings, neither Flanagan Bilton, nor any professional employed by the firms hold any interest adverse to the Debtors or the estates with respect to the matter on which it is to be employed. The firm can be reached through: Tom Flanagan Flanagan Bilton LLC 1 N LaSalle St Suite 2100 Chicago, IL 60602 Phone: +1 312-782-5000 About Westbank Holdings Westbank Holdings, LLC is a New Orleans, La.-based company primarily engaged in renting and leasing real estate properties. Westbank Holdings and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Lead Case No. 22-10082) on Jan. 27, 2022. In its petition, Westbank Holdings listed as much as $50 million in both assets and liabilities. Joshua Bruno, manager, signed the petition. Judge Meredith S. Grabill oversees the cases. Frederick L. Bunol, Esq., at The Derbes Law Firm, LLC and Alvendia Kelly & Demarest, LLC serve as the Debtors' bankruptcy counsel and special counsel, respectively. G Rowland CPA & Associates is the Debtors' accountant. YOUNGEVITY INTERNATIONAL: Estate of Carl Wilford Has 9.9% Stake --------------------------------------------------------------- The Estate of Carl Wilford Grover disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of May 6, 2021, it beneficially owns 3,363,537 shares of common stock of Youngevity International, Inc., representing 9.99 percent of the shares outstanding. The Estate of Carl Wilford Grover acquired the securities upon the death of Carl Wilford Grover. Mr. Carl Wilford Grover, prior to his death, previously filed on Schedule 13D, as amended, to report his securities ownership. The shares of common stock represent approximately 9.99% of the Issuer's issued and outstanding shares of Common Stock, based on 33,975,126 shares of Common Stock outstanding on June 22, 2021, as reported the Issuer in the Form 10-K Annual Report for the year ended Dec. 31, 2019 filed with the SEC on June 25, 2021. Excludes 754,950 shares of Common Stock underlying Warrants that are not exercisable due to the Beneficial Ownership Limitations which provides that the Warrants may not be exercised if, after such exercise, the Reporting Person would beneficially own more than 9.99% of the Issuer's common stock. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/0001569329/000185173422000231/e_cgrover20220506_sc13g.htm About Youngevity Chula Vista, California-based Youngevity International, Inc. -- https://ygyi.com -- is a multi-channel lifestyle company operating in three distinct business segments including a commercial coffee enterprise, a commercial hemp enterprise, and a direct marketing enterprise. The Company features a multi country selling network and has assembled a virtual Main Street of products and services under one corporate entity, The Company offers products from the six top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services. Youngevity reported a net loss attributable to common stockholders of $52.67 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $23.50 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $89.69 million in total assets, $59.52 million in total liabilities, and $30.17 million in total stockholders' equity. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 24, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. [*] U.S. Bankruptcy Filings Down 21% in April 2022, Epiq Reports ---------------------------------------------------------------- Total U.S. bankruptcy filings in April 2022 decreased 21 percent from the previous year, according to data provided by Epiq Bankruptcy, the leading provider of U.S. bankruptcy filing data. Bankruptcy filings totaled 32,508 in April 2022, down from the April 2021 total of 40,931. Noncommercial bankruptcy filings totaled 30,747 in April 2022, also registering a 21 percent decrease from the April 2021 noncommercial total of 38,826. Commercial filings decreased 16 percent in April 2022, as the 1,761 filings were down from the 2,105 commercial filings registered in April 2021. There were 249 commercial chapter 11 filings registered in April 2022, a decline of 15 percent from the 290 filings in April 2021. Small business filings, captured as subchapter V elections within chapter 11, decreased 26 percent to 83 in April 2022 from 112 in April 2021. "New bankruptcy filing volumes continue to decline as the country emerges from the global pandemic," says Chris Kruse, senior vice president of Epiq Bankruptcy Technology. "The seasonality we see in March each year also occurred in 2022, and the April decline was expected." April's total bankruptcy filings represented a 10 percent decrease when compared to the 36,059 total filings recorded the previous month. Total noncommercial filings for April also represented a 10 percent decrease from the March 2022 noncommercial filing total of 34,234. The commercial filing total represented a four percent decrease from the March 2022 commercial filing total of 1,825. Commercial chapter 11 filings decreased 15 percent from the 292 filings in March 2022. Subchapter V elections within chapter 11 declined 40 percent from the 138 filed in March 2022. "Legislation that passed recently in the Senate and is currently being considered in the House would expand the debt-eligibility limits for small businesses and individuals looking to reorganize their finances," said ABI Executive Director Amy Quackenboss. "ABI appreciates the work by Congress to create greater access and a more efficient process for small businesses and families to achieve a financial fresh start." The decline of subchapter V elections reflects the return of the debt-eligibility limit to the original $2,725,625 threshold from the expanded amount of $7.5 million first established under the CARES Act of 2020. Legislation was passed in the Senate to restore the eligibility limit back to $7.5 million and cover any subchapter V cases that were pending at the time of the March 27 sunset. Consistent with the recommendations of ABI's Commission on Consumer Bankruptcy, the substitute also continues to push for the debt limit for individual chapter 13 filings to be increased to $2.75 million and remove the distinction between secured and unsecured debt for that calculation. Both of the expanded eligibility limits for small business subchapter Vs and consumer chapter 13s would sunset after two years. ABI has partnered with Epiq Bankruptcy to provide the most current bankruptcy filing data for analysts, researchers, and members of the news media. Epiq Bankruptcy is the leading provider of data, technology, and services for companies operating in the business of bankruptcy. Epiq's new Bankruptcy Analytics subscription service provides on-demand access to the industry's most dynamic bankruptcy data, updated daily. Learn more at https://bankruptcy.epiqglobal.com/analytics. About Epiq Epiq Bankruptcy -- https://www.epiqglobal.com -- is a division of Epiq, a global technology-enabled services leader to the legal services industry and corporations that takes on large-scale, increasingly complex tasks for corporate counsel, law firms, and business professionals with efficiency, clarity, and confidence. Clients rely on Epiq to streamline the administration of business operations, class action and mass tort, court reporting, eDiscovery, regulatory, compliance, restructuring, and bankruptcy matters. Epiq subject-matter experts and technologies create efficiency through expertise and deliver confidence to high-performing clients around the world. About ABI ABI -- http://www.abi.org/-- is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes nearly 10,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. [^] BOOK REVIEW: Dangerous Dreamers ----------------------------------- The Financial Innovators from Charles Merrill to Michael Milken Author: Robert Sobel Publisher: Beard Books Softcover: 271 pages List Price: $34.95 Order your own personal copy at http://www.beardbooks.com/beardbooks/dangerous_dreamers.html "For the rest of his life, Milken will be accused of crimes for which he was not charged and to which he did not plead guilty." Milken is -- as anyone familiar with junk bonds and the scandals surrounding them in the 1980s knows -- Michael Milken of the Drexel Burnham banking and investment firm. In this book, noted business writer Robert Sobel analyzes the Milken criminal case and the many other phenomena of the period that lay the basis for the modern-day financial industry. However, the author's perspective is broader than the sensationalistic excesses and purported crimes of Milken and his like. Sobel is interested in the individuals and businesses that introduced and developed financial concepts, vehicles, and transactions that increased the wealth of millions of average persons. Sobel's examination of the byplay between financial chicanery and economic revitalization extends back to the Gilded Age of the latter 1800s and early 1900s. This was a time when Jim Fisk, Jay Gould, and others were making fortunes through skulduggery and manipulation of the financial markets, while Cornelius Vanderbilt and others were building the "world's finest railroad system." Later, in the "Junk Decade of the 1980s," as Ivan Boesky and others were reaping fortunes from "dubious" transactions, financial firms such as Forstmann Little and Kohlberg Kravis Roberts "played major positive roles in the largest restructuring of American industry since the turn of the century." While Sobel does not try to defend the excesses and illegalities of individuals and companies, he basically sees the Milkens of the world as "vehicles through which the phenomena of junk finance and leveraged buyouts played themselves out." This was the "Conglomerate Era." Mergers and acquisitions were at the center of financial and economic activity, and CEOs at major corporations were in competition to grow their corporations. Milken, Boesky, and others provided the means for this end. However, it is important to note that they did not originate the mergers and acquisition phenomenon. At first, Milken et al. were much appreciated by major corporations and the financial industry. However, when mergers and acquisition excesses began to bear sour fruit, Milken and his company Drexel Burnham took the brunt of public indignation. The government's search for villains then began. Sobel examines the ripple effects of financial innovators who became financial pariahs. Milken's journey, for example, cannot be unraveled from that of a company such as Beatrice. Starting in 1960, the food company Beatrice started making large-scale acquisitions. CEO Williams Karnes, who "ran a tight, lean ship, with a small office staff," was succeeded by corporate heads who brought in corporate jets and limousines, greatly increased staff, and moved into regal office space. James Dutt of Beatrice is singled out as symptomatic of the heedless mindset that crept into corporate America in the 1980s. Sobol's tale of the complexities and ambivalence of this transitional period is bolstered by memorable portraits of key players and companies. In so doing, he demonstrates once more why he has long been recognized as one of the country's most important business writers. About the Author Robert Sobel was born in 1931 and died in 1999. He was a prolific historian of American business life, writing or editing more than 50 books and hundreds of articles and corporate profiles. He was a professor of business at Hofstra University for 43 years and held a Ph.D. from New York University. Besides producing books, articles, book reviews, scripts for television and audiotapes, he was a weekly columnist for Newsday from 1972 to 1988. At the time of his death he was a contributing editor to Barron's Magazine. ********* 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 ***