/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220520.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 20, 2022, Vol. 26, No. 139 Headlines 152 S IRVING: Refinancing of Property to Fund Colon Venture's Plan 2111 ALBANY POST: Seeks to Hire Penachio Malara as Legal Counsel 2192 TEXAS PARKWAY: Unsecureds to Get 15.3% Under Plan 78-80 ST. MARKS: Court Directs Chapter 11 Trustee Appointment A+ REMODELING: Files Emergency Bid to Use Cash Collateral ALLEGIANT TRAVEL: S&P Affirms 'B+' ICR, Outlook Stable ALTO MAIPO: Order Approving $2-Bil. Restructuring Plan Entered AMERICAN LIQUOR: Gets OK to Hire Raskin Shah as Accountant APPLIED DNA: Incurs $1.8 Million Net Loss in Second Quarter ARMSTRONG FLOORING: In Chapter 11 to Pursue Sale of Assets ARMSTRONG FLOORING: U.S. Trustee Appoints Creditors' Committee ARTESIAN FUTURE: Taps Edward Webb of BPM LLP as CRO ASTROTECH CORP: Incurs $2.1 Million Net Loss in Third Quarter BGS WORKS: Amends Plan to Include Robertson's Claim Pay Details BIOLASE INC: Incurs $4.8 Million Net Loss in First Quarter BIOLASE INC: Makes Appointments to Board Committees BLACK NEWS: Committee Taps Michael H. Moody as Bankruptcy Counsel BRAZIL MINERALS: Incurs $835K Net Loss in First Quarter CAMP PIZZA: Unsecured Creditors to be Paid in Full in 60 Months CARNIVAL CORP: S&P Rates New $1 BB Senior Unsecured Notes 'B' CEL-SCI CORP: Incurs $9.8 Million Net Loss in Second Quarter CHERRY MAN: Ch.11 Trustee Seeks Cash Collateral Access for 3 Weeks CHOICE HOMES XXX: Seeks Bankruptcy Protection in Florida CJ CONSTRUCTION: Files for Chapter 11 Bankruptcy Protection COLGATE ENERGY III: Fitch Assigns First-Time Rating 'B+' IDRs CONDADO ROYAL PALM: Hits Chapter 11 Bankruptcy CORP GROUP: Court Approves Supplemental Disclosure Letter CORRELATE INFRASTRUCTURE: Incurs $973K Net Loss in First Quarter CURTISS COURTYARD: Unsecureds Will Get 100% of Claims in 3 Years CYPRESS ENVIRONMENTAL: June 21 Hearing on Plan & Disclosures DCP MIDSTREAM: S&P Alters Outlook to Positive, Affirms 'BB+' ICR DENTAL LAND: Gets OK to Hire Law Office of Frank Morris as Counsel DIAMONDHEAD CASINO: Incurs $472K Net Loss in First Quarter DOUBLE M RANCH: Seeks to Hire Langley & Banack as Legal Counsel DRALA MOUNTAIN: Taps Keegan Linscott and Associates as Consultant EAGLE LEDGE: Voluntary Chapter 11 Case Summary EASTERDAY RANCHES: Unsecureds to Get 71% or 100% Under Plan EASTSIDE DISTILLING: Incurs $2 Million Net Loss in First Quarter EDWARD D. HIRSCH MD: Seeks to Hire Furr and Cohen as Legal Counsel ELITE HOME: Cash Collateral Access, M&T Bank DIP Loan OK'd EMPACADORA Y PROCESADORA: May Use Cash Collateral Thru July 15 ESCADA AMERICA: U.S. Trustee Appoints Creditors' Committee FLOOR-TEX: Amends Lien Vendors or Suppliers Claims Pay Details FORE MACHINE: Unsecureds to be Paid From Available Cash FRONTIER COMMUNICATIONS: Fitch Rates $800MM First Lien Notes 'BB+' GENERAL CANNABIS: Incurs $861K Net Loss in First Quarter GLOBAL ALLIANCE: Files for Chapter 11 Bankruptcy GROWLIFE INC: Incurs $5.5 Million Net Loss in 2021 GUARACHI WINE PARTNERS: Files for Chapter 11 Bankruptcy GULFPORT ENERGY: S&P Upgrades ICR to 'B', Outlook Stable HAN JOE RO: Seeks to Tap Bush Kornfeld as Bankruptcy Counsel HELLO LIVING: Plan Disclosures Inadequate, U.S. Trustee Says HLMC TITLE: Seeks to Hire David R. Herzog as Legal Counsel HOME DECOR: Business Revenue to Fund Plan Payments HONX INC: Seeks to Hire Bates White LLC as Asbestos Consultants HONX INC: Seeks to Tap Kirkland & Ellis as Bankruptcy Counsel INFOW LLC: InfoWars Asks Court to Delay Case Dismissal Response INNOVATION PHARMACEUTICALS: Incurs $1.5M Net Loss in Third Quarter INVEPA INTERNATIONAL: Unsecureds Unimpaired in $2.6M Sale Plan ISABEL ENTERPRISES: Case Summary & 19 Unsecured Creditors JAB OF ROCKLAND: Plan and Disclosures Deadline Extended to July 20 JOGI PACK: Gets OK to Hire Bruner Wright as Legal Counsel KINTARA THERAPEUTICS: Incurs $5.4 Million Net Loss in Third Quarter KLX ENERGY: Incurs $19.9 Million Net Loss in First Quarter KNOW LABS: Incurs $6.1 Million Net Loss in Second Quarter KOD GLOBAL: Seeks to Tap Rountree Leitman & Klein as Legal Counsel LATAM AIRLINES: Arnold & Porter Updates on Unsecured Claimants LIMETREE BAY: Court Approves Bankruptcy Plan After $62 Million Sale LIQUIDMETAL TECHNOLOGIES: Incurs $667K Net Loss in First Quarter LIQUOR 369: Gets OK to Tap Raskin Shah as Accountant LPL HOLDINGS: S&P Alters Outlook to Positive, Affirms 'BB+' ICR LUCID ENERGY: S&P Affirms 'B' Rating on $310MM Term Loan B Add-On MALLINCKRODT PLC: Noteholders Insist on $94M Make-Whole Payment MANTECH INTERNATIONAL: S&P Places 'BB+' ICR on Watch Negative MATHESON PORTAL: USPS Trucker Enters Chapter 11 Bankruptcy MEGNA BELL: Plan and Disclosure Statement Due June 17 MGA MANAGEMENT: Seeks to Hire Joseph J. D'Agostino as Counsel MGAE INC: Seeks Interim Cash Collateral Access Thru July 31 MGAE INC: Seeks to Hire Joseph J. D'Agostino as Legal Counsel MORROW GA INVESTORS: Unsecureds to Get 100% in Skymark Plan MURPHY OIL: S&P Affirms 'BB' ICR, Outlook Positive MUSCLE MAKER: Incurs $1.9 Million Net Loss in First Quarter NECESSITY RETAIL: S&P Affirms 'BB' ICR, Outlook Negative NORTHWEST SENIOR: May Tap $2MM of UMB Bank's DIP Loan NORTHWEST SENIOR: Taps Gray Robinson as Board of Directors' Counsel NOVABAY PHARMACEUTICALS: All 3 Proposals Passed at Annual Meeting NOVABAY PHARMACEUTICALS: Incurs $111K Net Loss in First Quarter OLD WORLD TIMBER: Amends Horizon & 3M Company Unsecured Claims Pay ORION ADVISOR: Fitch Affirms 'B' on LongTerm IDRs, Outlook Stable PARETEUM CORP: Files for Chapter 11 to Sell to Circles, CVG PARETEUM CORP: Gets Court Approval to Tap $6 Mil. Bankruptcy Loan PARETEUM CORP: Seeks Cash Collateral Access, $6MM DIP Loan PROVENCROWN BUILDERS: Seeks to Hire Schneider & Stone as Counsel PURDUE PHARMA: Court OKs $33.8 Mil. Bonus Package for CEO, Others RALSTON-LIPPINCOTT: Case Summary & Seven Unsecured Creditors REWALK ROBOTICS: Incurs $4.4 Million Net Loss in First Quarter ROCKALL ENERGY: COPC Notes of Ambiguous Treatment of Royalty Claims ROCKALL ENERGY: USSIC Says Disclosures Should Await Sale RYAN ENVIRONMENTAL: Wins Interim Cash Collateral Access SALEM POWER: Wants to Avoid $237M Lien in Chapter 11 SAMARCO MINERACAO: Workers Unions File Revised Restructuring Plan SANUWAVE HEALTH: Incurs $27.3 Million Net Loss in 2021 SHAMROCK FINANCE: Unsecureds Will Get 25% of Claims in Plan SHENOUDA HANNA: Unsecureds Will Get 15% of Claims in 47 Months SID BOYS: Seeks to Hire Rivkin Radler LLP as Special Counsel SONEV CONSTRUCTION: Taps Integrated Accounting Solutions as CPA SPI ENERGY: Incurs $6.8 Million Net Loss in First Quarter STONEMOR INC: Incurs $12.2 Million Net Loss in First Quarter STRIKE LLC: Court Confirms Chapter 11 Liquidating Plan STRIKE LLC: Fine-Tunes Plan Documents SUNLIGHT RIVER: Gets Court OK to Hire Jade Accounting TD HOLDINGS: Posts $1.6 Million Net Income in First Quarter TEN DOLLAR: Unsecured Will Get Monthly Payments in Plan TIGER OAK: Court Approves Trustee's Disclosure Statement TRANS-LUX CORP: Posts $493K Net Income in First Quarter USA GYMNASTICS: 7th Circuit Probes Liberty's $1.4Mil. Nassar Payout VERANO RECOVERY: June 22 Plan Confirmation Hearing Set VIVAKOR INC: Incurs $601K Net Loss in First Quarter VTV THERAPEUTICS: Incurs $7 Million Net Loss in First Quarter WB BRIDGE HOTEL: Secured Creditor Submits Sale Plan WESTERN AUSTRALIAN: Taps Hendren Redwine & Malone as Legal Counsel ZOHAR FUNDS: Tilton's $1-Bil. Claim Still Alive Pending Appeal [*] "Pop-Up Liquidations" Approved in Chapter 11 Bankruptcy [] BOOK REVIEW: Hospitals, Health and People ********* 152 S IRVING: Refinancing of Property to Fund Colon Venture's Plan ------------------------------------------------------------------ Colon Venture Group, LLC, submitted an Amended Chapter 11 Plan and an Amended Disclosure Statement. This is a Reorganization Plan. Colon Venture will fund the Plan from the refinancing of its real estate located at 1015 Green Street, Manville, New Jersey 08835 (the "Manville Property"). There are no unsecured claims. Class 1 Secured Claim of Anchor Loans, LP totals $1,283,041. The Debtor shall refinance the Manville Property within 6 months from the entry of the Confirmation Order and proceeds shall be used to pay the remaining balance owed on the secured claim to Anchor in full. Anchor will be paid at the closing of the refinancing of the Manville Property pursuant to a written payoff statement provided by Anchor in accordance with the underlying note and mortgage as well as applicable state and federal law. If the Manville Property is refinanced prior to the confirmation of this Plan, and the sale proceeds are sufficient to satisfy Anchor's claim in full, Anchor's claim will be paid nothing through this Plan. Class 1 is unimpaired. The Plan will be funded from proceeds from the refinancing of the Manville Property. The entry of the Order Confirming the Debtor's Plan shall serve as authorization for the Debtor to refinance the Manville Property, and use proceeds to fund the Plan. Counsel for Colon Venture: Carlos D. Martinez, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, New Jersey 07470 Telephone: 973-696-8391 Email: cmartinez@scura.com A copy of Colon Venture's Disclosure Statement dated May 13, 2022, is available at https://bit.ly/3a2q5wa from PacerMonitor.com. About 152 S. Irving CG, LLC 152 S. Irving CG LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Colon Venture Group, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 22-10023) on Jan. 3, 2022. 152 S. Irving CG LLC filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 22-10294) on Jan. 13, 2022. The Debtor estimated assets of $500,000 to $1 million and debt of $1 million to $10 million. The Hon. Kathryn C. Ferguson is the case judge. The cases are jointly administered under Case No. 22-10294. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP, is the Debtors' counsel. 2111 ALBANY POST: Seeks to Hire Penachio Malara as Legal Counsel ---------------------------------------------------------------- 2111 Albany Post Road Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Penachio Malara, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. assisting the Debtor in the administration of its bankruptcy proceeding, preparation of operating reports, and compliance with applicable law and rules; b. reviewing and resolving claims, which should be disallowed; c. assisting in the sale of the Debtor's property; and d. assisting in reorganizing and confirming a Chapter 11 plan or implementing an alternative exit strategy. The hourly rates charged by the firm's attorneys and paralegals are as follows: Attorneys $495 per hour Paralegals $225 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses. The retainer fee is $2,000. Anne Penachio, Esq., a partner at Penachio Malara, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Anne Penachio, Esq. Penachio Malara LLP 245 Main Street, Suite 450 White Plains, NY 10601 Tel: (914) 946-2889 Email: frank@pmlawllp.com About 2111 Albany Post Road Corp. 2111 Albany Post Road Corp. owns a property in Montrose, NY, consisting of multi-family home, eight bungalows, an office building, and an industrial property valued at $3 million. 2111 Albany filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22207) on April 25, 2022, listing up to $10 million in assets and up to $1 million in liabilities. Samuel Dawidowicz serves as Subchapter V trustee. Anne J. Penachio, Esq., at Penachio Malara, LLP is the Debtor's legal counsel. 2192 TEXAS PARKWAY: Unsecureds to Get 15.3% Under Plan ------------------------------------------------------ 2192 Texas Parkway Partners, LLC, submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor is a New York limited liability company and the owner of a commercial shopping center containing 17 retail stores in the Houston area, located at 2192 Texas Parkway, Missouri City, Texas 77489. The Debtor sought Chapter 11 relief on October 4, 2021 in the face of a pending foreclosure sale noticed by Jovia Federal Financial Credit Union ("Jovia") as mortgagee. Despite an uneven beginning, the Debtor has been able to negotiate a mortgage restructuring with Jovia (the "Jovia Settlement") as memorialized by an Agreed Order dated April 29, 2022. The Jovia Settlement now forms the centerpiece of the Plan and provides for a cure and reinstatement based upon negotiated amounts for prepetition and postpetition unpaid interest at a reduced default rate of 10% percent beginning as of the prepetition default on July 6, 2021 and continuing through the projected June 30, 2022 cure date, less adequate protection payments made and to be made of $122,372, for a total cure amount of $245,525. Upon payment of the cure, the Plan provides for the reinstatement of the Mortgage in the principal balance of $3,819,555, 2 all as permitted by 11 U.S.C. Sec. 1124(2) and 1123(d). The Plan also provides for full payment of allowed Administrative Expenses and Priority Tax Claims (if any) plus the establishment of a cash fund of $20,000 ("General Creditor Fund") to pay a pro rata distribution to the holders of allowed Non-Insider Unsecured Claims for an estimated dividend of 15.3%. The Plan shall be funded by new value contributions from the Debtor's primary equity holder, JTRE Blink Houston LLC. Under the Plan, Class 2 Unsecured Claims total $130,630. The Debtor will pay each holder of an Allowed Class 2 Claim a pro rata distribution based upon the Total Allowed Class 2 Claims divided by the General Creditor Fund, projected to be approximately 15.3%. Class 2 is impaired. JTRE Blink Houston LLC shall contribute the funds necessary to pay the Cure and otherwise fund the Debtor's remaining obligations under the Plan. JTRE Blink Houston LLC previously paid the initial sums totaling $326,429 due through May, 2022 under the Jovia Settlement to satisfy all prepetition tax arrears and establish escrows for post-petition taxes and insurance. Attorneys for the Debtor: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 A copy of the Disclosure Statement dated May 13, 2022, is available at https://bit.ly/3FQ6qLQ from PacerMonitor.com. About 2192 Texas Parkway Partners 2192 Texas Parkway Partners, LLC owns a commercial shopping center containing 17 retail stores located at 2192 Texas Parkway, Missouri City, Texas. 2192 Texas Parkway Partners filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-22563) on Oct. 4, 2021, listing as much as $10 million in both assets and liabilities. Judge Sean H. Lane oversees the case. Kevin J. Nash, at Goldberg Weprin Finkel Goldstein, LLP, is the Debtor's legal counsel. 78-80 ST. MARKS: Court Directs Chapter 11 Trustee Appointment ------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York granted the motion of St. Mark's Mixed Use LLC for, among other things, appointment of a Chapter 11 Trustee in the case of 78-80 St. Marks Place, LLC. Judge Glenn authorized and directed the U.S. Trustee to appoint a Chapter 11 Trustee for the Debtor. The Court finds that "cause" to convert or dismiss the Debtor's case exists under section 1112(b)(4)(I) of the Bankruptcy Code because of the Debtor's failure to pay the PostPetition Real Estate Taxes. The Lender asserts the Debtor has no available funds and does not expect to generate enough revenue, to pay the overdue Post-Petition Real Estate Taxes. The Bankruptcy Court expects that a Chapter 11 Trustee will market the Debtor's Property through a broker in an orderly Chapter 11 sale process. Such sale process is the most likely to achieve the highest and best value for the Property for the benefit of the Debtor's creditors and the estate. Further, the U.S. Trustee agrees the appointment of a Chapter 11 trustee would be in the best interest of creditors at this time. A copy of the order is available for free at https://bit.ly/3yP2ut8 from PacerMonitor.com. About 78-80 St. Marks Place 78-80 St. Marks Place LLC is the owner of a historic Manhattan property that houses a gangster museum, a tavern, and Theatre 80. 78-80 St. Marks Place LLC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12139) on Dec. 29, 2021. In the petition filed by Lawrence V. Otway, sole member, 78-80 St. Marks Place LLC estimated assets between $10 million and $50 million and liabilities between $1 million and $10 million. The case is assigned to Honorable Judge Martin Glenn. Andrew R. Gottesman, of Mintz & Gold, LLP, is the Debtor's counsel. A+ REMODELING: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- A+ Remodeling and Construction, Inc. asks the U.S. Bankruptcy Court for the Northern District of Texas, Lubbock Division, for authority to use cash collateral on an interim basis in accordance with the proposed budget. Based upon the budget, the Debtor proposes to continue operating its business on as much of a cash basis as possible going forward. The Debtor intends to use the cash in its depository, along with proceeds from the collection of its accounts receivable. The Debtor needs funds to purchase construction materials to fulfill its construction contracts, pay contract laborers and subcontractors, and generally cover normal operating expenses over the next 30 days until a final hearing on the use of cash collateral can be heard by the Court. The Internal Revenue Service asserts a security interest in the accounts receivable, inventory and other personal property of the Debtor to secure the repayment of a past due taxes, penalties, and interest having an outstanding balance of an estimated $203,587. The Debtor fell behind on the payment of its employment and income taxes for several years pre-petition to the IRS. The IRS's claim arises from the non-payment of taxes, the accrual of interest, and the imposition of penalties. Pre-petition the IRS filed a lien against the Debtor and asserts a lien against the Debtor's assets including the Debtor's accounts receivable. The Debtor has an immediate need to use the cash to purchase materials for construction projects, pay its subcontractors and laborers, and pay for other supplies vital to its operations. Debtor purchases materials and supplies on a cash basis, and the Debtor pays its contract laborers on a weekly basis. An immediate liquidation under any economic conditions would be a disaster for the Debtor's bankruptcy estate and its creditors, but this is even more true in our current economic climate where the country as a whole is still recovering from the COV1D-19 pandemic. The Debtor's primary assets includes a few trucks, van, trailers, and construction tools. The value of these assets are no more than $73,000. The Debtor's trucks, van, and trailers are pledged to American Momentum Bank. The Debtor suggests that to the extent replacement liens are necessary and appropriate to provide adequate protection that they be granted to the IRS as an asserted secured creditor in the same validity, nature, extent and priority post-petition as they existed pre-petition and that the Court set a hearing to consider the Debtor's continued use of cash collateral and to grant adequate protection to the IRS in a manner consistent with the requirements of the Bankruptcy Code. A copy of the motion is available at https://bit.ly/3wBaz1E from PacerMonitor.com. About A+ Remodeling and Construction, Inc. A+ Remodeling and Construction, Inc. is a Texas corporation company which owns and operates a construction business in and around Lubbock, Texas. The company's sole shareholder is Jerry Bumpas. A+ Remodeling provides construction and remodeling services to residential and commercial properties. A+ Remodeling uses subcontractors and other contract labor to perform construction jobs for its customers. A+ Remodeling sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-50066) on May 9, 2022. In the petition signed by Jerry Bumpas, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Brad W. Odell, Esq., at Mullin Hoard and Brown, LLP is the Debtor's counsel. ALLEGIANT TRAVEL: S&P Affirms 'B+' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on Allegiant Travel Co. At the same time, S&P affirmed its 'BB-' issue-level rating to the company's $545 million term loan B and $150 million senior secured notes due 2024. The recovery rating is '2' (70%-90%; rounded estimate: 75%). The stable outlook on Allegiant reflects S&P's expectation that credit metrics will remain consistent with the current rating, despite higher oil prices and higher debt levels associated with upcoming capital spending requirements. Allegiant faces much higher fuel costs due to the increase in crude oil prices. Global oil prices were already increasing in January and February of 2022 before the Russian invasion of Ukraine exacerbated the situation substantially. There is considerable uncertainty around the future path of oil prices. S&P believes they will average materially above 2021 levels in 2022 but decline below the current war-induced levels and anticipate a similar path for jet fuel prices in the year. Allegiant's annual report states that based on its 2021 fuel consumption levels, a 10% increase in the average price per gallon of fuel would raise its fuel expense by $45 million. Given S&P's expectation that the company will operate higher capacity in 2022 than in 2021, this implies a significant rise in its fuel expense. The company, like most U.S. airlines, does not hedge its fuel costs and must therefore rely on raising its fares to try to offset the added cost. In addition to fuel, Allegiant (like the other U.S. airlines) also faces long-term pressures from higher labor costs and a gradually increasing shortage of pilots and mechanics, which could also affect the company's longer-term margin outlook. Strong domestic travel demand will likely enable Allegiant and the other U.S. airlines to raise their fares to a sufficient level to offset most--but not all--of their higher fuel cost. As an ultra-low-cost carrier with a predominantly domestic route network focused on small- and midsize leisure destinations (with low or no competition in many cases), Allegiant benefited from a strong rebound in air travel demand in 2021 after the impact of the COVID-19 pandemic in 2020. S&P expects the company's operations in 2022 to benefit from continued favorable domestic leisure demand trends, particularly in the summer. S&P said, "Like most other U.S. airlines, we believe Allegiant will likely recover most, but not all, of the rise in jet fuel costs this year in the form of higher fares given the strong demand environment, partly offset by the impact of slowing macroeconomic conditions. However, given the higher fuel and non-fuel costs, we expect the company to operate lower capacity in 2022 than it had previously planned (albeit still above 2021 levels). "We currently forecast Allegiant to report somewhat lower pretax income in 2022 than the $196.6 million in pretax profit reported in 2021 due to the absence of payroll support program (PSP) grant inflows, as well as higher operating expenses, partly offset by the higher capacity and revenues. The company's 2021 financials benefitted from $202 million in grant inflows from the second and third rounds of the federal PSP, which we treat as an offset to operating expenses. "We expect Allegiant's credit metrics through 2023 to be somewhat impacted by its high capital spending requirements and associated incremental debt. In late-2021, Allegiant re-started the construction of its Sunseeker resort project in Florida. Total overall project spend is estimated to be about $620 million, of which just over $275 million was spent as of March 31, 2022. A large part of the remaining $345 million spend is expected to be incurred through the end of 2022, with opening targeted to be in the second quarter of 2023. Additionally, in January 2022, Allegiant announced an agreement with Boeing to purchase 50 737-MAX aircraft (with options to purchase 50 more), deliveries of which are expected to start in 2023 and continue through 2025. Therefore, we expect annual capital spending to be about $750 million to $850 million through 2023, which we expect Allegiant to finance through a mix of debt and internally generated cash. "However, despite the higher debt levels, we expect credit metrics to remain commensurate with the current ratings due to relatively steady operating performance amid strong demand conditions. We forecast funds from operations (FFO) to debt in the mid-teens percent area in 2022, improving to the low-20% area in 2023. Free operating cash flow (FOCF) to debt is expected to remain negative through 2023. "The stable outlook on Allegiant reflects our expectation that credit metrics will remain consistent with the current rating, despite higher oil prices and somewhat higher debt levels associated with upcoming capital spending requirements. We forecast FFO to debt in the mid-teens percent area in 2022, improving somewhat to the low-20% area in 2023. "We could lower Allegiant's ratings over the next 12 months if revenue growth is lower than our current expectations, while oil prices remain very high for an extended period, such that we expect FFO to debt to approach 12%. "We could raise our ratings over the next year if Allegiant's operating performance is stronger than we anticipate, such that we expect FFO to debt to improve to well above 20% on a sustained basis." ESG Credit Factors: E-3 S-3 G-2 S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of Allegiant Travel. Allegiant faces long-term risk from tighter GHG emissions regulation. Its average aircraft age of 14-15 years is somewhat older than the global average (11 years) and typical fleets of other low-cost carriers. We see the fleet age as a modestly higher risk than for peers, but not enough to affect our assessment of the company's competitive position. "Social factors are also a moderately negative consideration in our credit rating analysis, as the COVID-19 pandemic highlighted airlines' sensitivity to health and safety concerns. However, Allegiant has been relatively less affected by COVID-19 than others, as its primary market is short-haul domestic leisure travel, which has recovered faster than business or long-haul international traffic." ALTO MAIPO: Order Approving $2-Bil. Restructuring Plan Entered -------------------------------------------------------------- Judge Karen B. Owens has entered an order approving and confirming the Joint Chapter 11 Plan of Reorganization of Alto Maipo Delaware LLC, et al. Senior lenders, comprised of Strabag SpA and term lenders, filed a statement in support of the Plan. The Amended Plan is the culmination of months of on-going and, at times, arduous negotiations among the Debtors, the Senior Lenders, AES Andes and other key constituencies in the Chapter 11 Case The Restructuring Support Agreement has been amended five times, and the deal changed multiple times to address unexpected developments which, in almost every instance, made the deal worse for the Senior Lenders and required further concessions from the group. But according to the Senior Lender, the end result though, is a restructuring plan that indisputably is in the best interest of the Debtors and all stakeholders. The restructuring reflected in the Amended Plan will allow Alto Maipo to restructure over $2 billion of senior secured debt obligations, resulting in a significant de-leveraging of Alto Maipo's capital structure. This will allow Alto Maipo to emerge from bankruptcy as a financially healthy company with a sustainable capital structure as it becomes a fully operational, revenue-generating enterprise. At the same time, the claims of general unsecured creditors, including the members of the Tort Claimants ad hoc Committee, will be unimpaired, either through payment in full of their claims upon emergence, or the pass-through (i.e., non-discharge) of their claims through the Chapter 11 Cases. Finally, the Amended Plan will allow Alto Maipo's majority equity holder, AES Andes, to maintain ownership of the project and to continue to manage and oversee operations, which takes on added significance now that the project has become fully operational. Plan Confirmation Order According to the Order Confirming the Plan, all final requests for payment of Professional Fee Claims must be filed no later than the first Business Day that is 45 days after the Effective Date. In connection with the RSA, each of the Consenting Creditors have agreed to convert their secured debt into the 1L Secured Obligations and the Amended & Restated 2L Secured Obligations. In addition, as a result of confirmation of the Plan, the subordinated debt of Strabag and AES Andes, as well as intercompany payables owing to AES Andes, shall be discharged. Furthermore, AES Andes has agreed to make significant new money contributions to the Debtors' go-forward capital structure, which underscore its ongoing commitment to the Debtors' restructuring efforts and go-forward potential, and which have inured to the benefit of all Holders of Claims and Interests. These obligations, together with the other compromises embodied in the Plan, are essential to the terms of the restructuring and in the best interest of the Debtors' estates. Class 2 (Secured Claims), Class 3 (Priority Claims) Class 4 (General Unsecured Claims) and Class 7 (Intercompany Claims) are unimpaired under the Plan, and Classes 1 (Alto Maipo Senior Secured Obligations), 5 (DIP Claims) and 6 (Strabag's Other Claims) have voted to accept the Plan in accordance with the Bankruptcy Code, thereby satisfying Section 1129(a)(8) as to those Classes. Class 8 (Existing Equity Interests) is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. For the avoidance of doubt, pursuant to Sections 3.3(c) and 5.1(g) of the Plan, AES Andes is authorized and directed to contribute up to $300,000 to satisfy Allowed General Unsecured Claims as set forth in Annex A to the Plan and up to $10,000,000 as set forth in Annex B to the Plan. The terms of the Working Capital Facility and the Amended and Restated Secured Exit Financing Facility, as set forth in Section 4.3 of the Plan, are approved in their entirety. A copy of the Plan Confirmation Order dated May 13, 2022, is available at https://bit.ly/3a2rmTY from PacerMonitor.com. A copy of the Amended Plan dated May 13, 2022, is available at https://bit.ly/3NfGtHX from PacerMonitor.com. Counsel for the Debtors: Pauline K. Morgan, Esq. Sean T. Greecher, Esq. S. Alexander Faris, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Fax: (302) 571-1253 E-mail: pmorgan@ycst.com sgreecher@ycst.com afaris@ycst.com - and - Richard J. Cooper, Esq. Luke A. Barefoot, Esq. Jack Massey, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Fax: (212) 225-3999 E-mail: rcooper@cgsh.com lbarefoot@cgsh.com jamassey@cgsh.com About Alto Maipo Alto Maipo owns the Alto Maipo Hydroelectric Project, outside Santiago, Chile, which is currently under construction. The project comprises two run-of-the-river plants with a combined installed capacity of 531 megawatts. The run-of-the-river project is a joint venture between U.S. utility subsidiary AES Gener and Chilean mining company Antofagasta Minerals (AMSA). Alto Maipo Delaware LLC and Alto Maipo SpA sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11507) on Nov. 17, 2021. Javier Dib, board president and chief restructuring officer, signed the petitions. At the time of the filing, Alto Maipo Delaware LLC estimated between $1 billion and $10 billion in both assets and liabilities. The cases are handled by Judge Karen B. Owens. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Cleary Gottlieb Steen & Hamilton LLP as legal counsel; Nelson Contador Abogados & Consultores SpA as local Chilean counsel; AlixPartners, LLP as financial advisor; and Lazard Freres & Co. LLC and Lazard Chile SpA as investment banker. Prime Clerk, LLC, is the claims, noticing and administrative agent. AMERICAN LIQUOR: Gets OK to Hire Raskin Shah as Accountant ---------------------------------------------------------- American Liquor 524 Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Raskin Shah, PA as its accountant. The firm will render these services: (a) assist in the preparation of monthly operating reports during the course of this bankruptcy proceeding; (b) perform general accounting services; (c) prepare federal and state tax returns; (d) assist in the preparation of documents necessary for confirmation; (e) provide accounting advice; and (f) perform other functions as requested by the Debtor. The hourly rates of the firm's professionals are as follows: Staff Accounting/Bookkeeping $110 Accounting and Consulting $175 Attendance and Testimony at Court $35 In addition, the firm will seek reimbursement for expenses incurred. Raskin Shah, CPA, 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: Raskin Shah, CPA Raskin Shah, PA 1760 Cheney Highway Titusville, FL 32780 Telephone: (321) 269-6677 Facsimile: (321) 269-0090 Email: info@raskinshahcpa.com About American Liquor 524 American Liquor 524 Inc., a Cocoa, Fla.-based liquor store, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-01268) on April 7, 2022. In the petition filed by Nilesh Shastri, president, the Debtor disclosed up to $50,000 in estimated assets and up to $1 million in estimated liabilities. Judge Grace E. Robson oversees the case. The Debtor tapped Aldo G. Bartolone, Jr., at Bartolone Law, PLLC as legal counsel and Raskin Shah, PA as accountant. APPLIED DNA: Incurs $1.8 Million Net Loss in Second Quarter ----------------------------------------------------------- Applied DNA Sciences, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.76 million on $6.15 million of total revenues for the three months ended March 31, 2022, compared to a net loss of $1.52 million on $2.67 million of total revenues for the three months ended March 31, 2021. For the six months ended March 31, 2022, the Company reported a net loss of $6.48 million on $10.31 million of total revenues compared to a net loss of $6.32 million on $4.29 million of total revenues for the same period in 2021. As of March 31, 2022, the Company had $13.88 million in total assets, $6.23 million in total liabilities, and $7.65 million in total equity. Cash and cash equivalents stood at $6.5 million on March 31, 2022, compared with $6.6 million as of Sept. 30, 2021. Cash and cash equivalents include net proceeds of $3.7 million from a registered direct offering closed on Feb. 24, 2022. Management Commentary "We delivered strong momentum in revenue growth with a second consecutive quarter of record revenues that reduced cash burn while advancing our strategic priority to develop and further position our LinearDNA platform as a novel approach for the production of the increasing number of nucleic acid-based therapeutic applications under development by the biotherapeutics industry," stated Dr. James A. Hayward, president and CEO of Applied DNA. "Our clinical lab subsidiary, ADCL (Applied DNA Clinical Labs), continues to power our topline performance in the first half of fiscal 2022 with revenues that exceed total revenues for the entirety of fiscal 2021. During the quarter, COVID-19 testing demand remained durable due to our largely academic and corporate client base that continues to test to protect their stakeholders and mitigate disruptions to their operations." "Similarly, we are starting to realize the value from investments made last year to optimize and advance our LinearDNA platform to commercialization. We are generating compelling data, most recently concluding in vitro studies that demonstrated that LinearDNA encapsulated by LNP expresses well and giving us greater confidence that a LinearDNA-LNP platform is the best delivery means for LinearDNA as a direct therapeutic agent. We concurrently progressed the use of the platform as a rapid IVT templating and production system for RNA-based therapeutics that is, we feel, the most proximal path to incremental biotherapeutic revenues. The second half of the fiscal year should also feature data on the applicability of our LinearDNA platform to the manufacture of advanced therapies, including mRNA, adoptive cell therapies, and DNA-based vaccines. In many instances a key gating factor to rapid and broader adoption of novel and potentially clinically invaluable therapies is the bottleneck of plasmid DNA." Continued Dr. Hayward, "Looking ahead to the second half of the fiscal year, our ability to continue to mitigate cash burn and further commercialize the LinearDNA platform will be informed by the durability of ADCL-generated revenues, as well as the conversion of supply chain security opportunities into CertainT platform orders. We expect COVID-19 testing demand to attenuate over the summer months, given our concentration of academic clients but foresee a path to demand resumption in the fall with the start of the new academic year. We have continued to diversify our client base, most notable of which was the addition of an investment management organization after the close of the reported quarter. In addition, we will begin validation of a new testing platform in ADCL that empowers several forms of high-value genetic testing, including pharmacogenetics, for which we believe consumer demand is growing." "Furthermore, after the close of the reported quarter, our cotton merchant partner received a request to ship the first quantities for traceable tagged cotton that is directly attributable to the recent passage of the Uyghur Forced Labor Prevention Act (the "Act"), a new Federal law. Our team has presented to many members of Congress, Federal agencies, and Committees regarding the utility of our platform in enforcing the Act. Though not expected to be material to revenue in the current fiscal year, the shipment anticipates a global brand's multi-year commitment to our CertainT platform through a scaled deployment across its many supply chains. We believe that the passage of the Act is a trigger point for the wider adoption of our CertainT platform that holds the potential for molecular taggant sales for textile fiber applications to become a second material revenue stream along with ADCL revenue. With less than 45 days before the Act goes into force, interest in CertainT by brands and their supply chains has never been higher." Concluded Dr. Hayward, "We believe the business model of Applied DNA is unique in the biotechnology sector. Our expertise in polymerase chain reaction (PCR) empowers the Company to commercialize DNA technologies across targeted industries to give us multiple sources of revenue growth and cash flow to help support the development of the LinearDNA platform to produce biotherapeutic DNA." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/744452/000141057822001364/apdn-20220331x10q.htm About Applied DNA Applied DNA -- http//www.adnas.com -- is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping, and pre-clinical nucleic acid-based therapeutic drug candidates. Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion. Applied DNA reported a net loss of $14.28 million for the year ended Sept. 30, 2021, compared to a net loss of $13.03 million for the year ended Sept. 30, 2020. As of Dec. 31, 2021, the Company had $11.40 million in total assets, $3.01 million in total liabilities, and $8.39 million in total equity. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 9, 2021, citing that the Company incurred a net loss of $14,278,439 and generated negative operating cash flow of $13,387,955. These factors raise substantial doubt about the Company's ability to continue as a going concern. ARMSTRONG FLOORING: In Chapter 11 to Pursue Sale of Assets ---------------------------------------------------------- Armstrong Flooring, Inc. (NYSE: AFI) and certain of its subsidiaries have filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. In a continuation of its ongoing sale process, the Company intends to continue pursuing an efficient and value-maximizing sale of its business through a competitive Chapter 11 sale process. The Company's businesses in China and Australia will not be included in the Chapter 11 filing, but they are part of the sale process. In December 2021, Armstrong Flooring retained Houlihan Lokey Capital Inc. to assist with a process for the sale of the Company along with the consideration of other strategic alternatives. The sale process is continuing, and Armstrong Flooring hopes to consummate an orderly sale of the entire business or its core assets as soon as practicable. "Our business and team members have been working diligently to strengthen our financial foundation in the face of several macroeconomic trends—including supply chain challenges, the current inflationary environment and continued headwinds from the COVID-19 pandemic," said Michel Vermette, President and Chief Executive Officer. "With the support of our Board of Directors, we have determined that using the Chapter 11 process to effectuate a potential sale is the right next step for our Company. As we have said previously, we firmly believe in the value and potential of Armstrong Flooring—and we are confident that this definitive action puts us in the best possible position to preserve and maximize value for our stakeholders. In the meantime, we are open for business and remain firmly committed to our customers, vendors and employees as we navigate the path forward." In order to fund and preserve its operations during the Chapter 11 process, the Company has entered into a credit agreement, subject to Bankruptcy Court approval, providing for $30 million of debtor-in-possession ("DIP") financing. Upon approval by the Bankruptcy Court, the DIP financing will provide Armstrong Flooring with the necessary liquidity to operate and cover administrative expenses as it pursues a value-maximizing sale. The Company will file certain motions with the Bankruptcy Court requesting customary relief that will enable Armstrong Flooring to transition into Chapter 11 with as little disruption to its ordinary-course operations as possible, including support for payment of employee wages and certain benefit programs. The Company expects these motions to be approved within the first few days of the case. For more information about Armstrong Flooring's Chapter 11 case, please visit http://dm.epiq11.com/ArmstrongFlooring,email ArmstrongFlooringInfo@epiqglobal.com or call (888) 905-0459 for U.S. calls or +1 (503) 597-5611 for international calls. About Armstrong Flooring Armstrong Flooring, Inc. (NYSE: AFI) is a global leader in the design and manufacture of innovative flooring solutions that inspire beauty wherever your life happens. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring continually builds on its resilient, 150-year legacy by delivering on its mission to create a stronger future for customers through adaptive and inventive solutions. The company safely and responsibly operates seven manufacturing facilities globally, working to provide the highest levels of service, quality, and innovation to ensure it remains as strong and vital as its 150-year heritage. On the Web: http://www.armstrongflooring.com/ Armstrong Flooring Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10426) on May 9, 2022. In the petition filed by Michel S. Vermette, as president and chief executive officer, Armstrong Flooring disclosed total assets amounting to $517,000,000 and estimated total liabilities of $317,800,000. The case is assigned to Honorable Bankruptcy Judge Mary F. Walrath. The Company is represented in this matter by Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor, Houlihan Lokey Capital Inc. as its investment bank, and Riveron RTS, LLC as financial advisor. Groom Law Group, Chartered is the benefits counsel, Friedman Kaplan Seiler & Adelman LLP is the conflicts counsel, and Robert A. Weber, Esq. and Aidan T. Hamilton, Esq. are the efficiency counsels. Epiq Corporate Restructuring, LLC, is the claims advisor. ARMSTRONG FLOORING: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 on May 18 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Armstrong Flooring, Inc. and its affiliates. The committee members are: 1. Colour Stream Ltd. Attention: Sid Lee, President 3F No. 3 Sec. 2 Renai Rd. Taipei 226017, Taiwan Phone: +886 932050755 Email: sidlee@dardeflooring.com 2. Zhejiang Tianzhen Bamboo & Wood Development Co., Ltd Attention: Bill Wang, Sales Manager Wellness Industry Park 313300 ANJI Zhejiang China Phone: +86-13754234585 Email: Bill@tzbamboo.com 3. Klockner Pentaplast of America, Inc. Attention: April Lopez, Vice President Finance Pharma, Health & Protection and Durables 3585 Klockner Road Gordonsville, VA 22942 Phone: (540) 832-3600 Email: April.lopez@kpfilms.com 4. Eastman Chemical Attention: Angela Hodges, Americas Credit Manager 200 S. Wilcox Drive, W-140 Kingsport, TN 37660 Phone: (423) 229-3161 Email: ahodges@eastman.com 5. Ardex LP Attention: Lori P. Angelo, CFO, VP Shared Services 400 Ardex Park Drive, Aliquippa, PA 15001 Phone: (724) 203-5150 Email: lori.angelo@ardexamericas.com 6. The Sample Group Inc. Attention: Gary Gottdiener, President 179 Merrimon Ave, Suite 100 Weaverville, NC 28787 Phone: (908) 578-5960 Email: g.gottdiener@thesamplegroup.com 7. United Steelworkers Nathan Kilbert, Assistant General Counsel 60 Boulevard of the Allies Pittsburgh, PA 15222 Phone: (412) 562-2548 Email: nkilbert@usw.org 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 Armstrong Flooring Armstrong Flooring, Inc. (NYSE: AFI) -- https://www.armstrongflooring.com/ -- is a global manufacturer of flooring products. Headquartered in Lancaster, Pa., Armstrong Flooring operates eight manufacturing facilities globally. Armstrong Flooring sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10426) on May 8, 2022, listing $100 million to $500 million in both assets and liabilities. Michel S. Vermette, president and chief executive officer, signed the petition. Judge Mary F. Walrath oversees the case. The Debtor tapped Skadden, Arps, Slate, Meagher & Flom, LLP as bankruptcy counsel; and Friedman Kaplan Seiler & Adelman, LLP, Chipman Brown Cicero & Cole, LLP and Groom Law Group, Chartered as special counsels. Riveron Consulting, LP and Houlihan Lokey serve as the Debtor's financial advisor and investment banker, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. ARTESIAN FUTURE: Taps Edward Webb of BPM LLP as CRO --------------------------------------------------- Artesian Future Technology, LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Edward Webb, a partner at BPM, LLP, as chief restructuring officer. The Debtor requires a restructuring officer to provide financial reporting and management advice, oversee its bank accounts, participate in lease negotiations, lead efforts to market and conduct a sale of its assets, oversee the management of its bankruptcy, and formulate a Subchapter V plan. The firm will be paid at hourly rates ranging from $240 to $680 for the services of the CRO. In addition, the firm will seek reimbursement for out-of-pocket expenses. The retainer fee is $103,065.88. Mr. Webb 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: Edward Webb BPM, LLP 2001 North Main Street, Suite 360 Walnut Creek, CA 94596 Tel: (925) 296-1040 About Artesian Future Technology Artesian Future Technology, LLC, doing business as Artesian Builds, is a customized personal computer maker in Oakland, Calif. Artesian Future Technology filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-40396) on April 22, 2022, listing total assets of $1.27 million and total liabilities of more than $3 million. Mark M. Sharf serves as Subchapter V trustee. Judge Charles Novack oversees the case. Michael W. Malter, Esq., at the Law Offices of Binder and Malter and Edward Webb, a partner at BPM, LLP, serve as the Debtor's legal counsel and chief restructuring officer, respectively. ASTROTECH CORP: Incurs $2.1 Million Net Loss in Third Quarter ------------------------------------------------------------- Astrotech Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.10 million on $97,000 of revenue for the three months ended March 31, 2022, compared to a net loss of $2.40 million on $54,000 of revenue for the three months ended March 31, 2021. For the nine months ended March 31, 2022, the Company reported a net loss of $6.31 million on $845,000 of revenue compared to a net loss of $6.14 million on $324,000 of revenue for the nine months ended March 31, 2021. "1st Detect has delivered strong revenue growth with revenue up over 100% from last fiscal year, led by continued sales of our TRACER 1000 ETD to the cargo security and passenger checkpoint screening markets. We achieved a key milestone with our first systems installed in the Philippines earlier this year and we look forward to increasing our ability to service our growing list of customers," stated Thomas B. Pickens III, chairman and chief executive officer of Astrotech. "We also look forward to delivering the AgLAB-1000 to the market in the near-term as we believe customer interest remains high. Nutraceutical processors are searching for a solution to streamline and automate their extraction and distillation methods as a way to increase their efficiencies and revenues. Finally, our collaboration with Cleveland Clinic to develop the BreathTest-1000 is well underway with clinical trials on the horizon. We believe that the ability of our technology to detect not only COVID-19, but many other diseases that express VOCs through the lungs, will differentiate our product line from any other breath analysis systems," concluded Mr. Pickens. As of March 31, 2022, the Company had $58.26 million in total assets, $2.96 million in total liabilities, and $55.30 million in total stockholders' equity. As of March 31, 2022, the Company held cash and cash equivalents of $28.3 million, and its working capital was approximately $54.5 million. As of June 30, 2021, the Company had cash and cash equivalents of $35.9 million, and its working capital was approximately $60.9 million. Cash and cash equivalents decreased $7.6 million as of March 31, 2022, compared to June 30, 2021, due to the partial repayment of the related party notes including accrued interest as well as continuing operating expenses. Cash used in operating activities increased $309,000 for the nine months ended March 31, 2022, compared to the nine months ended March 31, 2021, due to an increase in accounts receivable from sales of the TRACER 1000, receipt of an alternative minimum tax credit in the prior period, and a decrease in accounts payable. Cash used in investing activities increased $346,000 for the nine months ended March 31, 2022, compared to the nine months ended March 31, 2021, due to the addition of leasehold improvement assets related to its new R&D facility in Austin as well as the purchase of R&D equipment relating to our BreathTech and AgLAB product development. Cash used in financing activities was $2.0 million for the nine months ended March 31, 2022, compared to cash provided by financing activities of $33.5 million for the nine months ended March 31, 2021. This change was due to the partial repayment of the related party notes during the current period, compared to the net proceeds from sale of common stock of $33.5 million in the prior period. "Historically, our primary uses of cash have been to fund research and development, inventory, and selling, general and administrative expenses. During the fiscal year 2021, we successfully completed several public offerings of our common stock, raising net proceeds of approximately $67.6 million. We will continue to evaluate opportunities to further strengthen our liquidity, including selling the Company or a portion thereof, licensing some of our technology, raising additional funds through the capital markets, debt financing, equity financing, merging, or engaging in a strategic partnership. However, our ability to successfully effectuate any such transactions depends on operating and economic conditions, some of which are beyond our control. If additional capital is needed, we may not be able to obtain debt or equity financing on terms favorable to us, or at all. Based on current expectations, we believe we have sufficient liquidity to meet our cash flow needs during this fiscal year 2022 and the immediate future," Astrotech said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1001907/000143774922012260/astc20220331_10q.htm About Astrotech Astrotech Corporation (NASDAQ: ASTC) -- http://www.astrotechcorp.com-- is a mass spectrometry company that launches, manages, and commercializes scalable companies based on its innovative core technology through its wholly-owned subsidiaries. 1st Detect develops, manufactures, and sells trace detectors for use in the security and detection market. AgLAB is developing chemical analyzers for use in the agriculture market. BreathTech is developing a breath analysis tool to provide early detection of lung diseases. Astrotech is headquartered in Austin, Texas. Astrotech reported a net loss of $7.60 million for the year ended June 30, 2021, a net loss of $8.31 million for the year ended June 30, 2020, and a net loss of $7.53 million for the year ended June 30, 2019. For the six months ended Dec. 31, 2021, the Company reported a net loss of $4.21 million. As of Dec. 31, 2021, the Company had $60.38 million in total assets, $2.83 million in total liabilities, and $57.55 million in total stockholders' equity. BGS WORKS: Amends Plan to Include Robertson's Claim Pay Details --------------------------------------------------------------- BGS Works, Inc., submitted a First Amended Disclosure Statement describing First Amended Chapter 11 Plan of Reorganization dated May 16, 2022. Following the Financing Order, Danmor sought additional and detailed information from the Debtor regarding the cost of the completing the construction on the Property. This process was arduous and significantly delayed finalizing the loan documents. Danmor is ready and willing to fund the loan, and escrow has opened. However, the title company will not underwrite the financing based on the current form of the Financing Order, specifically regarding the alleged mechanics liens held by Sunbelt and Rivera that cloud title to the property. This is preventing escrow from closing and the funds from being disbursed. The Debtor will continue the state court litigation in order to clear title after confirmation of this Plan. The Debtor believes that it can obtain the financing while litigating because the liens can be removed during the litigation. Once the liens have been resolved, the Debtor believes that the financing will finally be funded. The Debtor anticipates escrow closing by the end of June 2023. The Debtor will then be able to resume the construction on its property and completing/selling it within 12-months. The anticipated net sale proceeds will pay all claims in full. Class 3 consists of the Secured Claim of Rivera Hauling, Inc. Claimant asserts that it holds a mechanics lien as the third lien on the Property in the amount of approximately $71,525. The Debtor intends to litigate the validity of the claim in state court. If it is found to be valid (i.e., the underlying court enters a judgment against the Debtor), it will be paid in full from the sale of the Property, along with any other liens. Class 4 consists of the Secured Claim of Sunbelt Rental, Inc. Claimant asserts that it holds mechanics lien as the fourth lien on the Property in the amount of approximately $62,176.27. The Debtor intends to litigate the validity of the claim in state court. If it is found to be valid (i.e., the underlying court enters a judgment against the Debtor), it will be paid in full from the sale of the Property, along with any other liens. Class 5 consists of the claim of Robertson's Ready Mix, LTC. Claimant asserts that it holds mechanics lien as the fourth lien on the Property in the amount of approximately $8,000. The Debtor intends to litigate the validity of the claim in state court. If it is found to be valid (i.e., the underlying court enters a judgment against the Debtor), it will be paid in full from the sale of the Property, along with any other liens. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 6 consists of the General Unsecured Claims. In the present case, the Debtor estimates that Class 6 general unsecured claims total approximately $127,123.69. Class 6 will be paid in full with 1.5% interest (est. $128,159) amortized over 12-months from the sale of the Property. * The Debtor's owner will retain his ownership interest in the Debtor. The Debtor will fund the Plan from the proceeds from the sale of the Property, its business operations, and the funds it has/will have accumulated in its Debtor-in-Possession bank accounts. The Debtor believes that with the additional financing of $760,000 available to it, it will be able to complete the construction. The Debtor will continue the state court litigation in order to resolve the mechanic's liens. Once the liens have been resolved, the Debtor believes that the financing will finally be funded. The Budget estimates that the Debtor will use $500,700 to finish construction. The revised Budget takes into account the increased cost of materials and labor due to the Covid-19 pandemic and overestimates the costs to ensure that the Debtor stays within budget. A full-text copy of the First Amended Disclosure Statement dated May 16, 2022, is available at https://bit.ly/3yJZVIG from PacerMonitor.com at no charge. Attorneys for debtor BGS Works, Inc.: Roksana D. Moradi-Brovia W. Sloan Youkstetter RESNIK HAYES MORADI LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 E-mail: roksana@RHMFirm.com sloan@RHMFirm.com About BGS Works BGS Works, Inc., based in Woodland Hills, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11237) on July 15, 2020. The petition was signed by Joseph Sternlib, owner. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Victoria S. Kaufman presides over the case. RESNIK HAYES MORADI, LLP, serves as bankruptcy counsel to the Debtor. BIOLASE INC: Incurs $4.8 Million Net Loss in First Quarter ---------------------------------------------------------- Biolase, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.78 million on $10.17 million of net revenue for the three months ended March 31, 2022, compared to a net loss of $6.90 million on $8.12 million of net revenue for the three months ended March 31, 2021. "Our continued strong performance in the first quarter reflects positive momentum on several fronts," commented John Beaver, president and chief executive officer. "During the quarter we saw continued progress with our Waterlase Exclusive Trial Program, as our success rate has surpassed 50% year to date. This initiative, along with the launch of our specialist academies for endodontists, periodontists, pediatric dentists, and dental hygienists, generated increased adoption of our laser technology in the U.S. this quarter with 81% of our sales coming from new customers and 65% of sales coming from dental specialists. Additionally, we had 14 territory managers exceed quota this quarter, which is significant given that this is historically our softest quarter. "With only between 7% and 8% of the U.S. dental community currently using dental lasers, we are confident that we can leverage the enhanced capabilities of our dental lasers to drive further adoption and become the new standard of care. With every one percentage point increase in market adoption of laser technology in the U.S. alone, we estimate it will generate an additional $50 million in revenue for BIOLASE, assuming we maintain our current 60% market share. With our strong start to the year, and the continued success of our sales initiatives, we believe we are well positioned for continued revenue growth in 2022." As of March 31, 2022, the Company had $50.24 million in total assets, $29.64 million in total liabilities, and $20.60 million in total stockholders' equity. The Company incurred losses from operations and used cash in operating activities for the three months ended March 31, 2022 and for the years ended Dec. 31, 2021, 2020, and 2019. As of March 31, 2022, the Company had working capital of approximately $30.7 million. The Company's principal sources of liquidity as of March 31, 2022 consisted of approximately $21.6 million in cash and cash equivalents and $5.2 million of net accounts receivable. As of Dec. 31, 2021, the Company had working capital of approximately $35.5 million, $30.0 million in cash and cash equivalents and $4.2 million of net accounts receivable. The decrease in cash and cash equivalents since Dec. 31, 2021 was primarily due to a net loss of $4.8 million and net decreases in operating assets and liabilities of $3.8 million during the three months ended March 31, 2022. Biolase said "Additional capital requirements may depend on many factors, including, among other things, the rate at which the Company's business grows, the COVID-19 pandemic and the actions taken to contain it, demands for working capital, manufacturing capacity, and any acquisitions that the Company may pursue. From time to time, the Company could be required, or may otherwise attempt, to raise capital through either equity or debt offerings. The Company cannot provide assurance that it will be able to successfully enter into any such equity or debt financings in the future or that the required capital would be available on acceptable terms, if at all, or that any such financing activity would not be dilutive to its stockholders." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/811240/000095017022009750/biol-20220331.htm About Biolase BIOLASE -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. BIOLASE's proprietary laser products incorporate approximately 300 patented and 35 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.16 million for the year ended Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $55.28 million in total assets, $30.08 million in total liabilities, and $25.21 million in total stockholders' equity. BIOLASE INC: Makes Appointments to Board Committees --------------------------------------------------- The Board of Directors of Biolase, Inc. made certain appointments to the Audit, Compensation, Nominating and Corporate Governance, and Clinical Committees of the Board. Kathleen O'Loughlin and Kenneth Yale were appointed as members of the Audit Committee of the Board, Jonathan Lord remains on this committee, and Jess Roper remains the Chair of this committee. Carol Summerhays and Martha Somerman were appointed as members of the Compensation Committee, and Jonathan Lord remains the Chair of this committee. Kathleen O'Loughlin, Kenneth Yale, Carol Summerhays, and Martha Somerman were appointed to the Nominating and Corporate Governance Committee of the Board, Jess Roper remains on this committee, and Jonathan Lord remains Chair of this committee. Kathleen O'Loughlin, Kenneth Yale, and Carol Summerhays were appointed as members of the Clinical Committee of the Board, and Martha Somerman was appointed Chair. About Biolase BIOLASE -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. BIOLASE's proprietary laser products incorporate approximately 300 patented and 35 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.16 million for the year ended Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $50.24 million in total assets, $29.64 million in total liabilities, and $20.60 million in total stockholders' equity. BLACK NEWS: Committee Taps Michael H. Moody as Bankruptcy 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 Michael H. Moody Law, PA as co-counsel with Norton Rose Fulbright US, LLP. Michael H. Moody Law 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 the operation of its business and any other matters relevant to this case; (d) assist with the committee's investigation of 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) 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 (h) 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: Michael Moody $450 Associates/Paralegals $275 In addition, the firm will seek reimbursement for expenses incurred. Michael Moody, Esq., managing attorney and owner of Michael H. Moody Law, 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: Michael H. Moody, Esq. Michael H. Moody Law, PA 1881A Northwood Center Blvd. Tallahassee, FL 32303 Telephone: (850) 739-6970 Email: Michael.Moody@MichaelHMoodyLaw.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 March 28, 2022. In the petition signed by Maureen Brown, vice president of finance, Black News Channel 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 and the law firm of Michael H. Moody Law, PA as its counsel. BRAZIL MINERALS: Incurs $835K Net Loss in First Quarter ------------------------------------------------------- Brazil Minerals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $834,743 on $477 of revenue for the three months ended March 31, 2022, compared to a net loss of $1.20 million on $4,459 of revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $1.86 million in total assets, $1.05 million in total liabilities, and $807,664 in total stockholders' equity. As of March 31, 2021, the Company had cash and cash equivalents of $54,230 and a working capital deficit of $822,917. Net cash used by operating activities totaled $506,071 for the three months ended March 31, 2022, compared to net cash generation of $488,711 during the three months ended March 31, 2021 representing a decrease in cash of $994,782 or 203.5%. Net cash used in investing activities totaled $152,998 for the three months ended March 31, 2022, compared to net cash used of $939,927 during the three months ended March 31, 2021, representing a decrease in cash used of $786,929 or 83.7%. Net cash provided by financing activities totaled $622,999 for the three months ended March 31, 2022, compared to $466,249 during the three months ended March 31, 2021, representing an increase in cash provided of $156,750 or 33.62%. The Company has limited working capital, has historically incurred net operating losses, and has not yet received material revenues from the sale of products or services. The Company said these factors create substantial doubt about its ability to continue as a going concern. "Our primary sources of liquidity have been derived through proceeds from the (i) issuance of debt and (ii) sales of our equity and the equity of one of our subsidiaries. Our ability to continue as a going concern is dependent upon our capability to generate cash flows from operations and successfully raise new capital through debt issuances and sales of our equity. We have no plans for any significant cash acquisitions in the foreseeable future," Brazil Minerals said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1540684/000149315222013318/form10-q.htm About Brazil Minerals Brazil Minerals, Inc., together with its subsidiaries, is a mineral exploration company currently primarily focused on the development of its two 100%-owned hard-rock lithium projects. Its initial goal is to be able to enter commercial production of spodumene concentrate, a lithium bearing commodity. Visit http://www.brazil-minerals.comfor more information. Brazil Minerals reported a net loss of $4.03 million for the year ended Dec. 31, 2021, a net loss of $1.55 million for the year ended Dec. 31, 2020, a net loss of $2.08 million for the year ended Dec. 31, 2019, and a net loss of $1.85 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $1.56 million in total assets, $1.11 million in total liabilities, and $456,866 in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. CAMP PIZZA: Unsecured Creditors to be Paid in Full in 60 Months --------------------------------------------------------------- Camp Pizza, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a Small Business Plan of Reorganization under Subchapter V dated May 16, 2022. The Debtor is a Kentucky limited-liability corporation, founded in 2015. The Debtor opened its initial business location in Boons Camp, located in Johnson County, Kentucky. In 2016, the Debtor opened a second location, in Salyersville, Kentucky. In 2017, the Boons Camp location relocated to Paintsville. The Debtor's financial projections show that the Debtor will have projected disposable income of $27,450.36. The final Plan payment is expected to be paid no later than February 1, 2027. This Plan contemplates that the Debtor will continue to operate its business, and that the proceeds from operations will be sufficient to pay all administrative, priority, secured, and general unsecured claims. The Debtor's plan reduces the Debtor's monthly outlay of payments on secured debts, while still providing for total repayment of most secured claims over the life of the Plan. One long-term payment to the United States Small Business Administration will be paid pursuant to the underlying agreement, with no acceleration of the debt within the Plan. The Debtor will also dedicate a portion of projected income towards the payment of Allowed Unsecured Claims, in which it is estimated that Allowed Unsecured Claims will receive full payment of their claims. Non-priority unsecured creditors holding allowed claims will receive full distribution, based on current estimates of unsecured claims. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Allowed Secured Claim of US Small Business Administration ("US SBA"). The Debtor does not seek to modify the treatment of this debt, and the Debtor will perform its obligations pursuant to the original terms of the agreement between the parties. The Debtor will begin making regular payments of $404.00 on a monthly basis, beginning in June of 2023 with interest accruing at 3.75%. This debt is, therefore, unimpaired. Class 2 consists of the Allowed Secured Claim of US Foods. US Foods shall be treated as fully secured in an amount equal to (1) the outstanding balance due as of the Petition Date ($1,200.00); plus (2) prepetition and post-petition attorneys' fees and expenses; less (3) any and all post-petition payments, if any, made by the Debtor. US Foods shall be paid $300.00 a quarter, beginning 90 days after the Effective Date. Payments shall be made no more than 90 days apart, until such time as the Allowed Secured Claim is paid in full. Class 3 consists of the Allowed Secured Claim of CloudFund LLC. CloudFund LLC shall retain its lien and all other rights under the applicable loan documents until the obligation is paid in full. CloudFund LLC shall be treated as fully secured in an amount equal to (1) the outstanding balance due as of the Petition Date ($8,552.94); plus (2) prepetition and postpetition attorneys' fees and expenses; less (3) any and all post-petition payments, if any, made by the Debtor. CloudFund LLC shall be paid $750.00 a quarter, beginning 90 days after the Effective Date. Class 4 consists of Allowed Unsecured Claims. Each holder of the undisputed Allowed Claims listed in Class 4 shall receive full distribution on their claims within 60 months following the Petition Date. The Class 4 Claims are impaired. The Debtor objects to the Claim of Everest Business Funding, insofar as the Debtor contests the amount owed to Everest Business Funding. The Debtor will file a formal objection thereto. For purposes of this Plan, the Debtor will estimate that the actual claim amount is $25,300.00. The Debtor reserves the right to amend this amount based upon any agreement that may be reached with Everest Business Funding and/or any ruling from this Honorable Court on the objection to claim. Based on the small projected amount owed on the undisputed claims, the Debtor proposes to pay annual lump sum amounts to the holders of the undisputed Allowed Claims, to be made on or before February 1 of each year following the Effective Date, in an amount intended to assure full payment in less than 5 years after the Petition Date. The Debtor will continue to operate its restaurant business, subject to the continuing jurisdiction and supervision of this Court until such time as the case is completed. A full-text copy of the Plan of Reorganization dated May 16, 2022, is available at https://bit.ly/3llgRNY from PacerMonitor.com at no charge. Counsel for the Debtor: Noah R. Friend, Esq. Noah R. Friend Law Firm, PLLC P.O. Box 341 Versailles, KY 40383 Phone: 606-369-7030 Fax: 502-716-6158 Email: noah@friendlawfirm.com About Camp Pizza Camp Pizza, LLC is a Kentucky limited-liability corporation, founded in 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Court (Bankr. E.D. Ky. Case No. 2-70037) on Feb. 3, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Renee Music, manager, signed the petition. Judge Gregory R. Schaaf oversees the case. Noah Friend, Esq., at Noah R. Friend Law Firm, PLLC is the Debtor's legal counsel. CARNIVAL CORP: S&P Rates New $1 BB Senior Unsecured Notes 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to U.S.-based cruise operator Carnival Corp.'s proposed $1 billion senior unsecured notes due 2030. The recovery rating is '4', indicating its expectation of average (30%-50%; rounded estimate: 45%) recovery for noteholders in the event of a default. Carnival plans to use proceeds from the notes to prefund a portion of the $2.9 billion of principal payments due in fiscal 2023. S&P said, "Since the transaction is largely debt for debt, it does not affect our 'B' issuer credit rating or negative rating outlook on Carnival. We continue to expect adjusted credit measures in fiscal 2022 (ending Nov. 30) to remain very weak given a gradual resumption of sailings over the past few quarters, a gradual ramp in occupancy over the fiscal year, and the disruption caused by virus variants, delaying a return to positive EBITDA. As of March 22, 2022, Carnival had resumed guest operations on 75% of its capacity and expects to have its full fleet back in guest operations for the summer season, which has historically been its seasonally strongest period. While the company increased its booked position for the second half of 2022 in the first quarter, bookings were slower than usual because of the Omicron variant. As a result, Carnival has reported that cumulative advanced bookings for the second half of 2022 are at the lower end of the historical range although booking volumes are improving. Furthermore, pricing on second half 2022 bookings remains higher than 2019 even when including the dilutive impact of future cruise credits. We therefore believe EBITDA generation will turn positive in the second half of 2022. In addition, we believe Carnival has sufficient liquidity to weather its gradual resumption in operations. "The negative outlook continues to reflect the possibility we could lower our rating if we no longer believed Carnival's cash flow in the second half of 2022 would recover to a level that on a run-rate basis would support leverage improving below our 7.5x downgrade threshold in 2023, or if we believed Carnival might not be able to generate positive free operating cash flow (net of committed ship financing) by 2023. We assume that in the current environment of rising rates, Carnival's interest costs could rise. But the proposed notes issuance is a net positive because it refinances upcoming maturities and the company's liquidity remains adequate. However, we would also lower the rating if we anticipated any strain on Carnival's liquidity position, which would likely result from weaker-than-expected demand or a slower resumption in operations than we currently anticipate." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors: S&P assigned its 'B' issue-level rating to Carnival's proposed $1 billion unsecured notes with subsidiary guarantees. The recovery rating is '4', indicating its expectation for average (30%-50%; rounded estimate: 45%) recovery for noteholders in the event of a default. All other issue-level ratings are unchanged. Simulated default assumptions: -- S&P's simulated default scenario contemplates a default occurring by 2024 due to a significant decline in cash flow from permanently impaired demand for cruises following the negative publicity and travel advisories during the COVID-19 pandemic, a prolonged economic downturn, or increased competitive pressures. -- S&P includes in its assumption of unsecured claims that benefit from subsidiary guarantees new ship debt that S&P expects Carnival to incur before the year of default. -- S&P siad, "We estimate gross enterprise value at emergence of about $24 billion by applying a 7x multiple to our estimate of EBITDA at emergence. We use a multiple that is at the high end of our range for leisure companies to reflect Carnival's good position in the cruise industry, which is a small but underpenetrated segment of the overall travel and vacation industry." -- S&P allocates its estimate of gross enterprise value at emergence among secured and unsecured claims based on its understanding of the contribution, by asset value, of the parent and subsidiary guarantors. -- S&P assumes that of its estimated gross enterprise value at emergence, about 71% is available to cover first- and second-priority secured claims, about 16% is available to cover unsecured claims that benefit from subsidiary guarantees, and about 13% is available to cover unsecured claims that only benefit from parent guarantees. -- S&P said, "Under our analysis, and after subtracting administrative expenses from our estimate of gross enterprise value, about $15.8 billion of enterprise value would be available to cover secured claims. After satisfying first- and second-priority secured claims, any remaining value, which we estimate to be $5.7 billion, is then allocated among claims that benefit from subsidiary guarantees and those that only benefit from parent guarantees. This is because it is our understanding that a material portion of the collateral sits at the subsidiary guarantors." -- S&P said, "Under our analysis, we attribute $3.5 billion of the residual value, after satisfying first- and second-priority claims, to unsecured debt that benefits from subsidiary guarantees. This debt also benefits from the enterprise value, about $3.6 billion, that is not pledged as collateral and that we attribute to the unsecured debt that has subsidiary guarantees. The total value, about $7.1 billion, only partially covers our estimate of unsecured debt with subsidiary guarantees at default. We assume these deficiency claims are pari passu with the unsecured debt that has only parent guarantees." -- S&P said, "Under our analysis, we attribute about $2.2 billion of the residual value, after satisfying first- and second-priority secured claims, and about $2.8 billion in enterprise value that we attribute to the unsecured debt that has only parent guarantees. The total value, about $5 billion, only partially covers our estimate of those unsecured claims and pari passu deficiency claims at default." -- S&P assumes Carnival's revolving credit facilities are 100% drawn at default. Simplified waterfall: -- Emergence EBITDA: $3.4 billion -- EBITDA multiple: 7x -- Gross enterprise value: $24 billion -- Net enterprise value available after administrative expenses (7%): $22.2 billion -- Value attributable to secured/unsecured claims: $15.8 billion/$6.4 billion -- Value available to first-lien secured claims: $15.8 billion -- Estimated first-lien secured claims at default: $7.8 billion --Recovery range: 90%-100%; rounded estimate: 95% -- Value available to second-lien secured claims: $8 billion -- Estimated second-lien secured claims at default: $2.3 billion --Recovery range: 90%-100%; rounded estimate: 95% -- Value available (including some residual value after satisfying secured first- and second-lien claims) to unsecured claims that benefit from subsidiary guarantees (the proposed notes, export credit facilities, the 2026, 2027, and 2029 notes, the 2023 convertible notes, the revolver, and bi-lateral bank facilities): $7.1 billion -- Pro rata share of parent value: $4.8 billion - Total value available to unsecured claims that benefit from subsidiary guarantees: $11.9 billion -- Estimated unsecured claims that benefit from subsidiary guarantees at default: $25.8 billion --Recovery range: 30%-50%; rounded estimate: 45% -- Value available to unsecured debt with only parent guarantees: $228 million -- Unsecured claims with only parent guarantees at default: $890 million --Recovery range: 10%-30%; rounded estimate: 25% Note: All debt amounts include six months of prepetition interest. CEL-SCI CORP: Incurs $9.8 Million Net Loss in Second Quarter ------------------------------------------------------------ CEL-SCI Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $9.82 million for the three months ended March 31, 2022 compared to a net loss of $11.28 million for the three months ended March 31, 2021. For the six months ended March 31, 2022, the Company reported a net loss of $18.61 million compared to a net loss of $19.22 million for the six months ended March 31, 2021. As of March 31, 2022, the Company had $64.16 million in total assets, $19.03 million in total liabilities, and $45.13 million in total stockholders' equity. CEL SCI said, "Primarily because of the losses incurred to date, the expected continued future losses, and the uncertainties associated with obtaining regulatory approval and ultimately commercializing its products, management has identified conditions and events that raise substantial doubt about the Company's ability to continue as a going concern. Management has evaluated the significance of those conditions and has concluded that there is sufficient cash on hand to meet the Company's budgeted cash requirements. As a result, substantial doubt about the Company's ability to continue as a going concern for more than twelve months from the date of these financial statements has been alleviated." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/725363/000165495422006762/cvm_10q.htm About CEL-SCI Corporation CEL-SCI -- http://www.cel-sci.com-- is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company's lead investigational therapy Multikine is currently in a pivotal Phase 3 clinical trial involving head and neck cancer, for which the Company has received Orphan Drug Status from the FDA. The Company has operations in Vienna, Virginia, and near Baltimore, Maryland. CEL-SCI reported a net loss of $36.36 million for the year ended Sept. 30, 2021, a net loss of $30.26 million for the year ended Sept. 30, 2020, and a net loss of $22.13 million for the year ended Sept. 30, 2019. As of Sept. 30, 2021, the Company had $75.87 million in total assets, $19.34 million in total liabilities, and $56.53 million in total stockholders' equity. CHERRY MAN: Ch.11 Trustee Seeks Cash Collateral Access for 3 Weeks ------------------------------------------------------------------ Hamid R. Rafatjoo, who was recently named as Chapter 11 Trustee for the bankruptcy estate of Cherry Man Industries, Inc., is asking the Bankruptcy Court for the Central District of California for continued access to cash collateral for another three weeks. In a status report filed ahead of the May 17 hearing, Rafatjoo tells Bankruptcy Judge Neil Bason that at this time, he believes the Debtor's operations should continue as a going concern. Rafatjoo discloses he has spoken with Cathay Bank and held numerous meetings with the Debtor to address operational issues. The Trustee has also spoke with, and will continue to speak with, Province which is the Financial Advisor for the Unsecured Creditors' Committee, that possesses substantial knowledge as to the Debtor's finances. Rafatjoo tells the Court that, in the interest of efficiency and to avoid delays associated with a "learning curve," the Trustee will seek to employ Province as the Financial Advisor for the Trustee concurrently with the Committee. Rafatjoo will be working with Province to prepare a further cash collateral budget to present to Cathay for review and approval. "In the meantime, the Trustee respectfully requests that the use of cash collateral be extended for a period of three (3) weeks under the current terms and conditions, pending further negotiations with Cathay and order of this Court," Rafatjoo says. On May 13, the Bankruptcy Court entered an interim order authorizing Rafatjoo to use cash collateral subject to provisions of adequate protection as set forth in the Order re: Notice of Motion and Motion in Chapter 11 Case for Order Authorizing Use of Cash Collateral [11 U.S.C. section 363] dated March 25, 2022, which order is extended through the conclusion of the continued hearing. The incorporation of the Order is without prejudice to the rights and privileges of creditor Dallas County, Texas. There will be no priming of Dallas County's liens and any lien dispute between Dallas County and Cathay Bank is reserved. The continued hearing on the matter was scheduled for May 17 at 9 a.m. A copy of the order is available at https://bit.ly/3Le0Gwh from PacerMonitor.com. About Cherry Man Industries Cherry Man Industries, Inc., a company in El Segundo, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-11471) on March 17, 2022, listing $100 million to $500 million in assets and $10 million to $50 million in liabilities. Frank Lin, president of Cherry Man Industries, signed the petition. Cherry Man was started in 2002 by Frank Lin. It is one of the largest nationwide importers and distributors of office furniture case goods. It is headquartered in El Segundo, California, with five distribution centers across the U.S. Judge Neil W. Bason oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. An official committee of unsecured creditors has been appointed in the case. The Committee has retained Kelley Drye & Warren LLP as counsel. CHOICE HOMES XXX: Seeks Bankruptcy Protection in Florida -------------------------------------------------------- Choice Homes XXX LLC filed for chapter 11 protection in the Southern District of Florida. According to court filings, Choice Homes XXX estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for June 7, 2022, at 9:00 a.m. About Choice Homes XXX LLC Creative Choice Homes XXX LLC is a Florida limited liability company which is based in Palm Beach Gardens and was originally formed on September 19, 2002, as a corporation and converted to a limited liability company on May 11, 2012. The LLC is the general partner of Creative Choice Homes XXX, LTD., which is a limited partnership that operates a 132 unit multifamily apartment complex intended for rental to persons of low and moderate income and located at 1301 Floating Fountain Circle, Tampa, Florida. Creative Choice Homes XXX LLC and affiliate Creative Choice Homes XXXI LLC sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 22-13550 and 22-13552) on May 4, 2022. In the petition filed by Yashpal Kakkar, authorized agent, Choice Homes estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. The case is assigned to Honorable Bankruptcy Judge Erik P. Kimball. Robert C. Furr, Esq., of FURRCOHEN P.A., is the Debtor's counsel. CJ CONSTRUCTION: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- CJ Construction and Development Inc. filed for chapter 11 protection in the District of Massachusetts. According to court documents, CJ Construction and Development Inc. estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. About CJ Construction and Development CJ Construction and Development Inc. was founded in 2012. The company's line of business includes providing residential construction services. CJ Construction and Development Inc. sought Chapter 11 protection (Bankr. D. Mass. Case No. 22-40333) on May 5, 2022. In the petition filed by Christopher J. Nikolow, as president, CJ Construction estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. James P. Ehrhard, of Ehrhard & Associates, P.C., is the Debtor's counsel. COLGATE ENERGY III: Fitch Assigns First-Time Rating 'B+' IDRs ------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating of 'B+' to Colgate Energy Partners III, LLC (Colgate or the company). Fitch has also assigned issue-level ratings of 'BB+'/'RR1' to Colgate's senior secured reserve-based lending (RBL) credit facility and 'BB-'/'RR3' to the senior unsecured notes. The Rating Outlook is Stable. Colgate's ratings reflect the liquids-weighted assets in the Delaware basin of the Permian, competitive cost structure, adequate hedge book, clear maturity profile and expectations for double-digit near-term growth and strong FCF generation while maintaining leverage below 1.5x through the cycle. Credit concerns include the company's private ownership which may limit capital markets access during commodity price downturns in addition to the dividend-focused capital allocation policy which the company will need to balance against development spending to maintain inventory, reserve life and unit economics in the long-term. KEY RATING DRIVERS Delaware-Focused Asset Base: Colgate's acreage position consists of approximately 105,000 net acres primarily in Reeves, Ward, Eddy and Lea counties, following successful integration of two large acquisitions in 2021. The assets have high liquids exposure as of 4Q21 (71% liquids, 50% oil) with approximately 91% of the acreage operated and largely held by production. Fitch believes the asset profile supports management's FCF and cash returns-focused strategy in the near and medium-term, but the company will need to balance dividends with development spending to maintain economic inventory and reserve life in the long-term. Near-Term Growth, FCF Generation: Fitch expects Colgate's double-digit production growth will continue through 2022 and then potentially scale back thereafter as the company positions for long-term FCF generation and cash returns to shareholders via dividends. Management is contemplating adding a sixth rig to its development program in 2Q22 which Fitch estimates will increase production to over 80Mboepd in 4Q22 as completion activity and subsequent production growth will be weighted toward the back half of 2022. Fitch forecasts capex of $625 million in 2022, balanced between Texas and New Mexico, and pre-dividend FCF generation of approximately $400 million at Fitch's base case pricing of $95/bbl WTI and $4.25/mcf Henry Hub. Competitive Cost Structure: Colgate's position in the over-pressurized, gas-driven window of the Delaware basin as well as its increasing size and scale help drive operating and production efficiencies. Since 2019 Colgate has focused on improving its cost structure, with drilling and completion costs falling from $1,000/ft to $750/ft in 4Q21 due to new casing designs, completion optimization and increased pad sizes. Operating costs have increased since the beginning of 2021, along with peers, primarily due to higher diesel, steel, proppant and service prices, but Colgate still remains at the lower end of the Permian peer average with Fitch-calculated total operating costs of $9.7/boe in 2021. Fitch believes company's wider well spacing and higher intensity completions, relative to offset operators, supports strong well economics, higher IRR's and returns per drilling spacing unit, but could come at the cost of lower overall NPV. Sub-1.5x Mid-Cycle Leverage: Fitch's base case forecasts gross debt/EBITDA of 1.0x in 2022 which moderates towards approximately 1.4x at Fitch's $50 mid-cycle WTI price assumption. Colgate's total gross debt remains relatively low compared to similar-sized peers at $1.0 billion and the maturity profile remains clear until the company's $300 million 7.75% notes are due in February 2026. Private Ownership, Strategic Optionality: Colgate has maintained a relatively conservative financial policy targeting leverage of 1.0x or lower despite its dividend-focused capital allocation policy and concentrated private-equity ownership which controls five of the seven board seats. Management paid a $146 million special dividend in 2021, a $200 million special dividend in 1Q22 and initiated a $25 million quarterly dividend in 1Q22. Fitch expects Colgate will continue paying dividends with excess cash on hand while also maintaining optionality and evaluating potential exit opportunities via M&A or an IPO. Fitch believes these opportunities are supported by the company's low leverage, successful integration of its acquisitions in 2021 and growth into a medium-sized operator along with the currently strong commodity price backdrop. Hedging Protects Downside Risks: Colgate maintains solid hedge coverage motivated primarily by protecting the business from commodity price downturns. The company is currently hedging approximately 60% of oil production for the remainder of 2022 at a weighted average WTI price of $70/bbl, which drops off to approximately 30% in 2023 at an average price of $48/bbl. Approximately 30% of natural gas production is hedged through the remainder of 2022 at an average price of $2.50/mcf. Hedges in 2022 are likely to reduce revenues, given the hedged oil price is below both the average YTD and forward strip price, but the program supports returns in weak commodity price environments. DERIVATION SUMMARY Colgate is currently among the smaller 'B+' category rated Permian producers at approximately 60 Mboepd in 1Q22, but is expected to grow rapidly in the near-term to over 80 Mboepd by 4Q22. The company will be of similar size to Matador Resources Co. (B+/Stable; 86.2 Mboepd in 2021) and Earthstone Energy, Inc. (B+/Stable; 84.8 Mboepd in 2021 pro forma the Chisholm and Bighorn acquisitions), but will remain smaller than SM Energy Company (B+/Positive; 140.7 Mboepd in 2021), CrownRock, L.P. (BB-/Stable; 115Mboepd in 3Q21) and Callon Petroleum Company (B/Stable; 95.6 Mboepd). Colgate's FY21 Fitch-calculated unhedged cash netback of $34.1/boe is in-line with the Permian peer average, but does not consider the company's costs and production profile for a full-year pro forma the acquisitions. If this was considered, Fitch believes the netback would be toward the higher end of the Permian peer average given the company's low operating costs of $9.7/boe in 2021, which ranks second lowest in the peer group behind Midland basin pure-play producer CrownRock. The company's leverage profile remains consistent with the Permian peer average in 2022 with Fitch forecast Debt/EBITDA of 1.0x. Leverage moderates toward 1.4x in 2025 at Fitch's long-term price assumptions, assuming gross debt remains at $1.0 billion. This is similar to Matador, SM, CrownRock and Earthstone, but is lower than Callon. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch's Rating Case for the Issuer include: -- WTI prices of $95/bbl in 2022, $76/bbl in 2023, $57/bbl in 2024, and $50/bbl in 2025 and longer term; -- Henry Hub natural gas prices of $4.25/mcf in 2022, $3.25/mcf in 2023, $2.75/mcf in 2024, and $2.50/mcf in 2025 and longer term; -- Average production of 70Mboepd in 2022 followed by low to mid- single-digit growth thereafter; -- Capex of $625 million in 2022 followed by growth-linked spending thereafter; -- Dividends of $300 million in 2022; -- Excess cash balanced between special dividends and M&A opportunities. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Organic and/or M&A growth resulting in production sustained at or above 125Mboepd while maintaining unit costs; -- Maintenance of economic inventory life, reserve life and continued de-risking of longer-term unit economics; -- Mid-cycle debt/EBITDA sustained below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Inability to maintain economic inventory and reserve life that leads to weakened unit economics; -- Loss of operational momentum resulting in production sustained below 75Mboepd; -- Excessive RBL usage that materially erodes the liquidity profile and increases refinance risk; -- Deviation from stated financial policy leading to mid-cycle debt/EBITDA sustained above 2.5x. 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 Strong Liquidity: As of 4Q21, Colgate's liquidity consisted of $210 million cash on hand and full availability under the company's $500 million RBL credit facility due 2025 ($625 million borrowing base), but the cash balance was reduced in 1Q22 following a $200 million special dividend to its equity holders. Management plans to maintain its regular $25 million quarterly dividend and will balance excess cash against other investment opportunities, including M&A, and additional development spending. Fitch believes the company will maintain strong liquidity through the base case supported by strong FCF generation, despite expected near-term growth and dividends. Clear Maturity Profile: Colgate's maturity schedule remains clear with no near-term maturities until the 7.750% senior notes mature in February 2026. Fitch sees little refinance risk for the 2026 notes and believes FCF and cash retention will be sufficient to address the maturity at Fitch's base case price assumptions. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that Colgate would be reorganized as a going concern (GC) in bankruptcy rather than liquidated; -- Fitch has assumed a 10% administrative claim. GC Approach Colgate's GC EBITDA assumption reflects Fitch's projections under a stressed case price deck, which assumes WTI oil prices of USD42.00 in 2021, USD32.00 in 2023, USD42.00 in 2024, and USD45.00 in the long term. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV), which reflects the decline from current pricing levels to stressed levels, and then a partial recovery coming out of a troughed pricing environment. The GC EBITDA assumption reflects the stress case EBITDA in the latter years of the forecast when commodity prices move toward mid-cycle levels. An EV multiple of 3.50x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- Colgate's need to balance dividends to equity holders with development spending in order to maintain inventory and reserve life; -- The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.6x and a median of 6.1x. The multiple is in-line with peers Callon, Matador and Earthstone who are all smaller-sized E&P's that hold acreage in the Delaware basin. 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 100% drawn upon default given the company's borrowing base at $625 million as well as Fitch's expectation that near-term production growth will likely offset the risk of price-linked borrowing base reductions. The revolver is senior to the senior unsecured bonds 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 recovery corresponding to 'RR3' for the senior unsecured notes. ISSUER PROFILE Colgate is a private U.S. onshore-focused exploration & production company focused in the Delaware basin in West Texas. The asset base consists of approximately 105,000 net acres in Reeves, Ward, Eddy and Lea counties with production expected to reach 80Mboepd by 4Q22. ESG CONSIDERATIONS Colgate Energy Partners III, LLC has an ESG Relevance Score of '4' for Energy Management reflecting the company's operational flexibility due to its smaller scale and low basin diversification, which may expose the company to future energy transition risks, including limited capital markets access. This factor has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. 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. CONDADO ROYAL PALM: Hits Chapter 11 Bankruptcy ---------------------------------------------- Single Asset Real Estate Condado Royal Palm Inc. filed for chapter 11 protection in the District of Puerto Rico. According to court filing, Condado Royal estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for June 17, 2022 at 9:00 A.M. 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. CORP GROUP: Court Approves Supplemental Disclosure Letter --------------------------------------------------------- Judge J. Kate Stickles has entered an order approving the Supplemental Disclosure Letter and the distribution thereof to all parties who were sent the Disclosure Statement of Corp Group Banking S.A., et al. After extensive, arm's length negotiations and with the approval of the Debtors' independent director, the Debtors and the Settling Parties (comprised of all non-Debtor affiliates of the Debtors and their respective Related Parties) have entered into the agreement pursuant to which the parties have agreed to pursue approval of the SP Settlement. At the time of the Disclosure Statement hearing, the Debtors' expectation was that they would seek approval of an SP Settlement, if any, through a separate motion under Bankruptcy Rule 9019. However, the Debtors have determined to amend the Original Plan to, among other things: * reflect the consummation of the Colombia Transactions on February 22, 2022 and the satisfaction in full of the Itau Colombia Secured Claims; * after consultation with counsel to certain Holders of Non-Recourse Secured Claims, implement escrow arrangements for the collateral of such Holders in lieu of the prior construct where such collateral would be transferred into special-purpose entities; * after consultation with counsel to the CGB Unsecured Notes Trustee, authorize the creation of a reserve for the fees and expenses of the CGB Unsecured Notes Trustee and clarify that the charging lien of the CGB Unsecured Notes Trustee applies to all distributions to Holders of CGB Unsecured Notes Claims; and * provide Itaú and the Committee certain consent rights over the post-Effective Date case budget. Given that the Original Plan must be amended, the Debtors determined to collectively incorporate these changes and the SP Settlement in the Amended Plan, and thus sought and obtained court approval for: (a) the Supplemental Disclosure Letter describing these changes, (b) a modified election procedure for Holders of Non-Recourse Secured Claims and (c) the Modified Confirmation Schedule for the Amended Plan. According to the order approving the Supplemental Disclosure Letter, the Debtors are not required to re-solicit votes from any Holders of Claims against the Debtors, except the Holders of the CGB Unsecured Notes Claims in Class 7B, CG Interhold, and Itaú, in connection with the Amended Plan. On or prior to the Class 3 Treatment Election Deadline, each Holder of a Non-Recourse Secured Claim will indicate to the Debtors in writing (including by electronic mail) which option it is electing for the treatment of such Claim under the Amended Plan. The following Modified Confirmation Schedule is approved: * The Plan objection deadline will be on May 27, 2022, at 4:00 p.m. (prevailing Eastern Time). * The voting deadline will be on June 3, 2022, at 5:00 p.m. (prevailing Eastern Time). * The Class 3 treatment election deadline will be on May 26, 2022, at 5:00 p.m. (prevailing Eastern Time). * The Class 7B ATOP deadline will be on May 31, 2022, at 5:00 p.m. (prevailing Eastern Time). * The Deadline to file a pre-trial order will be on June 1, 2022. * The pre-trial conference will be on June 6, 2022, at 2:00 p.m. (prevailing Eastern Time). * The balloting report will be on June 10, 2022, at 10:00 a.m. (prevailing Eastern Time). * The Plan objection reply deadline will be on June 10, 2022, at 12:00 p.m. (prevailing Eastern Time). * The deadline to file a proposed confirmation order will be on June 10, 2022, at 12:00 p.m. (prevailing Eastern Time). * The deadline to file a brief in support of confirmation will be on June 10, 2022, at 12:00 p.m. (prevailing Eastern Time). * The confirmation hearing will be on June 15, 2022, at 10:00 a.m. (prevailing Eastern Time). The Debtors are not required to re-solicit votes from any Holders of Claims against the Debtors, except the Holders of the CGB Unsecured Notes Claims in Class 7B, CG Interhold, and Itau, in connection with the Amended Plan. On or prior to the Class 3 Treatment Election Deadline, each Holder of a Non-Recourse Secured Claim shall indicate to the Debtors in writing (including by electronic mail) which option it is electing for the treatment of such Claim under the Amended Plan. About Corp Group Banking S.A. Corp Group Banking SA, a Chilean financial holding company controlled by billionaire Alvaro Saieh, and Inversiones CG Financial Chile Dos SpA filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-10969) on June 25, 2021. At the time of the filing, Corp Group Banking disclosed $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Simpson Thacher & Bartlett, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsel. Prime Clerk, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on July 20, 2021. The committee tapped Morgan, Lewis & Bockius, LLP as lead bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and NLD Abogados as special Chilean counsel. FTI Consulting, Inc., serves as the committee's financial advisor. The Debtors filed their joint Chapter 11 plan of liquidation and disclosure statement on Dec. 27, 2021. CORRELATE INFRASTRUCTURE: Incurs $973K Net Loss in First Quarter ---------------------------------------------------------------- Correlate Infrastructure Partners Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $973,460 on $68,408 of revenues for the three months ended March 31, 2022, compared to a net loss of $3,507 on $7,651 of revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $2.27 million in total assets, $1.71 million in total liabilities, and $558,592 in total stockholders' equity. At March 31, 2022, the Company had a cash balance of $1,020,537, as compared to a cash balance of $252,189 at Dec. 31, 2021. The Company incurred negative cash flow from operations of $732,653 for the three months ended March 31, 2022, as compared to negative cash flow from operations of $35,611 in the prior year. The increase in negative cash flow from operations was primarily the result of increased compensation costs for additional employees beginning during the current quarter and added professional fees from the Company's growth, acquisition and capital raising plans. Cash flows from financing activities during the three months ended March 31, 2022, totaled $1,500,000 and were the result of proceeds from a loan agreement and $150,000 from the issuance of its common stock. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1108645/000101054922000134/cipi10q.htm About Correlate Infrastructure Headquartered in Shreveport, Louisiana, Correlate Infrastructure Partners Inc. (www.correlateinfra.com), formerly Triccar Inc., through its two subsidiaries, Correlate and Solar Site Design, offers a complete suite of proprietary clean energy assessment and fulfilment solutions for the commercial real estate industry. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. Correlate reported a net loss of $90,249 for the year ended Dec. 31, 2021, compared to a net loss of $184,388 for the year ended Dec. 31, 2020. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2006, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has suffered recurring losses since inception and has no generated positive cash flows from operations both of which raise substantial doubt about its ability to continue as a going concern. CURTISS COURTYARD: Unsecureds Will Get 100% of Claims in 3 Years ---------------------------------------------------------------- Curtiss Courtyard, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization for Small Business dated May 16, 2022. The Debtor is a Florida limited liability. Since October 13, 2018, the Debtor has been in the business of real estate investments. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. The final Plan payment is expected to be paid in 3 years. Class 2(a) consists of the Secured Claim of Money On Demand, Inc. This creditor's claim shall be reduced by the proceeds from the sale of the vacant land in accordance with the Order Granting Motion to Sell Real Property. The creditor will charge 3 points (3%) for this new loan. These points will be added on to the loan. Interest on the loan will be in the amount of 8% per annum payable over 2 years. The loan will have an interest reserve so that the interest will be paid at the time of full payment of the loan. Upon the expiration of the 2-year period, the Debtor will pay the principal amount of the loan, the 8% interest over the 2-year term and the 3 points. Class 2(b) consists of the Secured Claim of Miami-Dade Tax Collector. This creditor will be paid the full amount owed $59,073.40 over a 3-year period at a rate of 18% per annum. Thus, the monthly payment will be $2,135.64 per month. Class 3 consists of Non-priority unsecured creditors. General unsecured creditors will receive 100% of their claims. This Class is unimpaired. Class 4 consists of Equity security holders of the Debtor. Equity holder will retain his equity intent. The Debtor will be obtaining leases. The plan will be funded by rent payments and contributions from family members. A full-text copy of the Plan of Reorganization dated May 16, 2022, is available at https://bit.ly/3yLMPe5 from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Richard R. Robles, Esq. Law Offices of Richard R. Robles, P.A. 905 Brickell Bay Drive, Suite 228 Miami, FL 33131 Phone: (305) 755-9200 Email: rrobles@roblespa.com assistant@roblespa.com About Curtiss Courtyard Curtiss Courtyard, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-11154) on Feb. 14, 2022, listing up to $1 million in assets and up to $10 million in liabilities. Rafael D. Rodriguez, manager, signed the petition. Judge Robert A Mark oversees the case. Richard R Robles, Esq., at the Law Offices of Richard R. Robles, P.A. serves as the Debtor's legal counsel. CYPRESS ENVIRONMENTAL: June 21 Hearing on Plan & Disclosures ------------------------------------------------------------ Judge Marvin Isgur will conduct a combined hearing to consider, among other things, the adequacy of the Disclosure Statement and confirmation of the Prepackaged Plan of Cypress Environmental Partners, L.P., et al., on June 21, 2022, at 2:30 p.m. (prevailing Central Time). The scheduling order approved by the Court provides that the deadline for objections to the Plan and Disclosure Statement will be on June 13, 2022, at 4:00 p.m. (prevailing Central Time). Voting on the Plan was done prepetition. The deadline to vote on the Plan was May 8, 2022. The Plan contains certain discharge, release, exculpation, and injunction provisions, including a third-party release contained in Article 10.5 of the Plan. Holders of claims and holders of interests are deemed to grant the Third-Party Release set forth in the Plan unless a holder affirmatively opts out of the Third-Party Release on or before June 13, 2022, at 4:00 p.m., prevailing Central Time (the "Opt-Out Deadline"). The Debtor's plan supplement deadline will be on June 3, 2022. The voting declaration deadline will be on June 16, 2022. The deadline to reply to objections will be on June 16, 2022. The proposed confirmation order deadline will be on June 16, 2022. The confirmation brief deadline will be on June 16, 2022. The Debtors are not required to provide Solicitation Packages to holders of Claims or Interest in the Non-Voting Classes, as such holders are not entitled to vote on the Plan. The Creditors' Meeting shall be waived unless the Plan is not confirmed on or before June 22, 2022, without prejudice to the Debtors' right to request further extension thereof About Cypress Environmental Partners Cypress Environmental Partners LP's suite of services includes inspection, water treatment, and other environmental services that help their customers protect people, property, infrastructure, and the environment with a focus on safety and sustainability. Its primary business -- inspection services -- provides essential environmental services, including inspection and integrity services on a variety of infrastructure assets such as midstream pipelines, oil and gas well gathering systems, natural gas plants, storage facilities, pumping stations, compression stations, and natural gas distribution systems. Cypress Environmental Partners LP and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 22-90039) on May 8, 2022. In the petition filed by Jeffrey Herbers, authorized signatory, Cypress Environmental Partners LP listed estimated total assets amounting to $96,978,000 and total liabilities of $62,418,000. The case is assigned to Honorable Bankruptcy Judge Hon. Marvin Isgur. PAUL HASTINGS LLP is serving as the Debtors' legal counsel. FTI CONSULTING, INC. is the financial advisor, and PIPER SANDLER & CO. is the investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. DCP MIDSTREAM: S&P Alters Outlook to Positive, Affirms 'BB+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on DCP Midstream LP to positive from stable. At the same time, we affirmed the 'BB+' issuer credit rating, 'BB+' senior unsecured issue-level rating, 'BB-' junior subordinated rating, and 'B+' preferred stock rating. The positive outlook reflects S&P's view of improving credit measures, with adjusted debt leverage below 3.5x in 2022 as the partnership continues to generate excess free cash flow. The outlook revision reflects S&P's view of DCP's strengthening credit measures. The stronger commodity price environment positions DCP to continue generating excess free cash flow and lower-than-expected leverage. S&P said, "We now expect DCP to generate adjusted EBITDA above $1.5 billion in 2022. The partnership ended 2021 with adjusted leverage of 4.3x compared with our expectation of roughly 4.5x. We also updated our expectation for adjusted leverage to approximately 3x in 2022, compared with our previous expectation of above 4x. If commodity prices remain elevated, we believe the partnership's adjusted leverage can remain below 4x over the long term." DCP's cost cutting initiatives, reduced distributions, and a scaled back capital-expenditure plan has led to multiple quarters of positive excess free cash flow. These actions, along with elevated commodity prices, allowed the partnership to reduce outstanding debt and generate record performance in the first quarter. S&P said, "The last time our rating on DCP was in the investment-grade category was 2015, and we now see a path to further improvement in the next 12 months. The partnership has one of the largest direct commodity price exposures in the midstream energy sector and as a result, its cash flows are partially susceptible to volatility during periods of weak commodity prices. For 2022, the partnership is approximately 83% fee-based or hedged, allowing it to benefit from the strong commodity price environment. We believe the partnership's business has strengthened since 2014 as it has reduced costs, increased the percentage of fee-based cash flows, and strengthened its asset footprint in certain geographic areas. "We expect DCP to use excess free cash flow to fully fund capex, and reduce outstanding leverage. "We expect DCP to spend between $275 million and $315 million for maintenance and growth capital needs in 2022. We forecast it to generate more than $600 million in excess free cash flow, which it can use to further reduce outstanding debt and return capital to its unitholders. Our base-case scenario assumes the partnership fully redeems its $500 million March 2023 maturity, further strengthening its creditworthiness. "The positive outlook reflects our view of improving credit measures, specifically S&P Global Ratings'-adjusted debt leverage below 3.5x in 2022 as the partnership continues to generate excess free cash flow. We believe the stronger commodity price environment positions the partnership to maintain adjusted leverage below 4x over the intermediate-term. "We could raise the rating if DCP is able to achieve adjusted leverage below 3.5x this year, and maintain adjusted leverage below 4x over the long-term. This could also occur if the partnership strengthens its business position by reducing its direct exposure to commodity prices. "We could revise the outlook back to stable if we expected the partnership to maintain adjusted debt to EBITDA above 4x over the long-term. This could happen if the partnership shifts to a more aggressive financial policy or debt-financed acquisitions." DENTAL LAND: Gets OK to Hire Law Office of Frank Morris as Counsel ------------------------------------------------------------------ Dental Land Pediatrics, LLC received approval from the U.S. Bankruptcy Court for the District of Maryland to employ the Law Office of Frank Morris II to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor as to its rights, duties and powers; c. preparing all necessary statements, bankruptcy schedules and other documents, and negotiating and preparing a plan of reorganization for the Debtor; d. representing the Debtor at all hearings, meeting of creditors, conferences, trials, and other proceedings; and e. performing other necessary legal services in connection with the case. The hourly rates charged by the firm's attorneys and paralegals are as follows: Attorney $550 per hour Paralegal $190 per hour Frank Morris II, Esq., 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: Frank Morris II, Esq. Law Office of Frank Morris II 8201 Corporate Drive, Suite 260 Landover, MD 20785 Tel: (301) 731-1000 Fax: (301) 731-1206 Email: frankmorrislaw@yahoo.com About Dental Land Pediatrics Dental Land Pediatrics, LLC, a pediatric dental clinic in Bowie, Md., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12169) on April 24, 2022, listing up to $50,000 in assets and up to $1 million in liabilities. Michael Wolff serves as Subchapter V trustee. Frank Morris, II, Esq., at the Law Office of Frank Morris II, is the Debtor's counsel. DIAMONDHEAD CASINO: Incurs $472K Net Loss in First Quarter ---------------------------------------------------------- Diamondhead Casino Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $471,522 for the three months ended March 31, 2022, compared to a net loss of $418,692 for the three months ended March 31, 2021. As of March 31, 2022, the Company had $5.55 million in total assets, $16.12 million in total liabilities, and a total stockholders' deficit of $10.57 million. The Company has incurred losses over the past several years, has no operations, generates no operating revenues, and as reflected in the accompanying unaudited condensed consolidated financial statements, incurred a net loss applicable to common stockholders of $496,922 for the three months ended March 31, 2022. In addition, the Company had an accumulated deficit of $43,890,992 at March 31, 2022. Due to its lack of financial resources, the Company has been forced to explore other alternatives, including a sale of part or all of the Property. Diamondhead said "The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/844887/000149315222012952/form10-q.htm About DiamondHead Headquartered in Alexandria, Virginia, DiamondHead Casino Corporation owns a total of approximately 400 acres of unimproved land in Diamondhead, Mississippi. Active subsidiaries of the Company include Mississippi Gaming Corporation, which owns the approximate 400-acre site and Casino World, Inc. Diamondhead reported a net loss of $1.52 million for the year ended Dec. 31, 2021, compared to a net loss of $2.22 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $5.56 million in total assets, $15.71 million in total liabilities, and a total stockholders' deficit of $10.15 million. Marlton, New Jersey-based Friedman LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 21, 2022, citing that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DOUBLE M RANCH: Seeks to Hire Langley & Banack as Legal Counsel --------------------------------------------------------------- Double M Ranch & Farms, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Langley & Banack, Inc. as its legal counsel. Langley & Banack will render these legal services: (a) advise the Debtor regarding its powers and duties in this Chapter 11 case; and (b) handle all matters which come before the court in this case. William Davis, Jr., Esq., a partner at Langley & Banack, will be billed at his hourly rate of $400. The firm requested a retainer fee in the amount of $25,000 from the Debtor, plus the filing fee of $1,738. Mr. Davis 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: William R. Davis, Jr, Esq. Langley & Banack, Inc. 745 E. Mulberry, Suite 700 San Antonio, TX 78212 Telephone: (210) 736-6600 Email: wrdavis@langleybanack.com About Double M Ranch & Farms Double M Ranch & Farms LLC, a Texas-based family owned and operated cattle ranch and agricultural farm, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 22-50462) on May 2, 2022. In the petition signed by Michael L. Hayes, managing member, the Debtor disclosed up to $50,000 in estimated assets and up to $100,000 in estimated liabilities. Judge Craig A. Gargotta oversees the case. William R. Davis, Jr., Esq., at Langley & Banack, Inc., is the Debtor's counsel. DRALA MOUNTAIN: Taps Keegan Linscott and Associates as Consultant ----------------------------------------------------------------- Drala Mountain Center, formerly known as Shambhala Mountain Center, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Keegan Linscott and Associates, PC as its consultant. The consultant will render these services: (a) provide professional services related to the confirmation of a Subchapter V reorganization plan; (b) provide advice concerning interest rate analysis, feasibility, and litigation strategy; and (c) provide expert testimony, if necessary, to assist the Debtor's efforts to reorganize and confirm a plan under Subchapter V. The hourly rates of the firm's professionals range from $95 to $350. In addition, the firm will seek reimbursement for expenses incurred. Christopher Linscott, a member of Keegan Linscott and Associates, 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: Christopher Linscott Keegan Linscott and Associates, PC 3443 N. Campbell Ave., Suite 115 Tucson, AZ 85719 Telephone: (520) 884-0176 Facsimile: (520) 884-8767 Email: clinscott@keeganlinscott.com About Drala Mountain Center Drala Mountain, formerly Shambala Mountain Center, is a Tibetan Buddhist retreat and meditation hub in Colorado. Drala Mountain sought Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 22-10656) on Feb. 28, 2022, listing up to $10 million in both assets and liabilities. Michael Gayner, executive director, signed the petition. Judge Joseph G. Rosania, Jr. oversees the case. The Debtor tapped Ropes & Gray, LLP as bankruptcy counsel; Markus Williams Young & Hunsicker, LLC as local counsel; Cordes & Company as financial advisor; and Keegan Linscott and Associates, PC as consultant. EAGLE LEDGE: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Eagle Ledge Foundation, Inc. 555 W. Main Street, Suite 1866 Turlock, CA 95380 Chapter 11 Petition Date: May 18, 2022 Court: United States Bankruptcy Court Eastern District of California Case No.: 22-90160 Judge: Hon. Ronald H. Sargis Debtor's Counsel: Dennis D. Miller, Esq. LUBIN OLSON & NIEWIADOMSKI LLP 600 Montgomery Street, 14th Floor San Francisco, CA 94111 Tel: 415-981-0550 E-mail: dmiller@lubinolson.com - and - BUSH ROSS, P.A. Post Office Box 3913 Tampa, Florida 33601-3913 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Chester L. Reid, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IB2BBRQ/Eagle_Ledge_Foundation_Inc__caebke-22-90160__0001.0.pdf?mcid=tGE4TAMA EASTERDAY RANCHES: Unsecureds to Get 71% or 100% Under Plan ----------------------------------------------------------- Easterday Ranches, Inc., and Easterday Farms submitted a Third Amended Joint Chapter 11 Plan of Liquidation and a corresponding Disclosure Statement. The Plan incorporates the global settlement among the Debtors, the Easterday Family, 3E Properties, Easterday Farms Produce, Co., Easterday Dairy, LLC, the Ranches Committee, the Farms Committee, Segale Properties, LLC, and Tyson Fresh Meats Inc., representing all of the key constituencies and significant stakeholders in these cases. The Global Settlement resolves the Allocation Adversary and allows for the release of the remaining "net sale proceeds" from the escrow account to make distributions to creditors in the near term following Confirmation of the Plan. In accordance with the Global Settlement, the Plan also provides for releases of certain parties, including the Easterday Family. In the Chapter 11 cases, the Plan contemplates an orderly liquidation of the remaining assets of both Debtors and the distribution of available assets to Creditors. The material terms of the Plan are: * The Plan incorporates the terms of the Global Settlement among the Settling Parties. The resolution of myriad disputes through the Global Settlement will maximize the Distributions to be made pursuant to the Plan and will avoid years of expensive litigation and uncertain outcomes, and is in the best interests of the Estates and their creditors. * The Net Sale Proceeds in the Escrow Account shall be released for the payment of Allowed Claims in accordance with the Plan. * All Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Secured Claims, and Allowed Priority Claims will be paid or otherwise satisfied in full as required by the Bankruptcy Code, unless otherwise agreed to by the Holders of such Claims and the Plan Administrator. * The Plan effectuates a global resolution of disputes between the Farms and Ranches Estates such that the Holders of Farms General Unsecured Claims in Class 3 receive a fixed recovery of 100%. As necessary, the Ranches Estate will fund recoveries by Holders of Class 3 Claims against the Farms Estate in order to ensure a fixed recovery by such Holders. * The Plan also effectuates a resolution of certain disputes among the Holders of Allowed Ranches Unsecured Claims, Tyson, and Segale providing for the division of Net Distributable Assets among them. Tyson and Segale will share the proceeds of the Easterday Family Contribution Instruments Pro Rata. * The Post-Effective Date Debtors will (a) hold and distribute (in accordance with the Plan) the Distributable Assets; (b) pursue the Post-Effective Date Debtors' Causes of Action, if any (c) reconcile Claims against the Debtors, and (d) pay Distributions, in accordance with the Plan. * The Post-Effective Date Debtors will be automatically vested with all of the Debtors' and the Estates' respective rights, title, and interest in and to all Post-Effective Date Debtors' Assets. The Distributable Assets of each Debtor primarily consist of each Debtor's respective interest in the Net Sale Proceeds from the disposition of the Debtors' principal assets, the Plan Sponsor Contribution, certain crops and equipment, Cash, the Post-Effective Date Debtors' Causes of Action and certain Cash and other contributions to be made by the Easterday Family in connection with the Global Settlement. The estimated recoveries to Creditors set forth in this Disclosure Statement do not take into account potential proceeds of the Post-Effective Date Debtors' Causes of Action as Debtors do not anticipate any meaningful recovery from any such Causes of Action, if any. On the Effective Date, (1) the Net Sale Proceeds shall be released pursuant to the terms of the Global Settlement to the Debtors and Post-Effective Date Debtors, as applicable, to fund Plan distributions to Holders of Impaired Claims; (2) no Easterday Family Tax Payments shall be funded by the Debtors' Estates, and (3) only Tyson and Segale will be beneficiaries of the proceeds Easterday Family Contribution Instruments. All rights of Tyson, Segale, and Cody Easterday with respect to the restitution claims against Cody Easterday shall be fully reserved under all circumstances notwithstanding any other provision of the Plan. The Farms General Unsecured Claims in Class 3 and the Ranches General Unsecured Claims in Class 4 are impaired under the Plan. Under the Plan, Class 3 Farms General Unsecured Claims total $18.5 million. Each Holder of an Allowed Class 3 Claim will receive, as the sole distribution or dividend by Farms or its Estate under the Plan on account of such Allowed Class 3 Claim, Cash from the Post-Effective Date Debtors in a fixed amount equal to 100% of such Holder's Allowed Class 3 Claim. All Avoidance Actions against Holders of Allowed Farms General Unsecured Claims shall be deemed resolved upon the Effective Date and shall not be included in the Post-Effective Date Debtors' Assets. Class 4 Ranches General Unsecured Claims total $2.8 million. Each Holder of an Allowed Class 4 Claim will receive (a) its Pro Rata share of the Class 4 Initial Payment ([$1,712,000]) and (b) its Pro Rata share of the Class 4 Net Distributable Assets (subject to any Distribution Reserve). The Holders of Allowed Class 4 Claims shall not have any interest in any of the Easterday Family Contribution Instruments, restitution claims against Cody Easterday, or the North Lot Actions. All Avoidance Actions against Holders of Allowed Class 4 Claims shall be deemed released and waived upon the Effective Date and shall not be included in the Post-Effective Date Debtors' Assets. Class 4 creditors will recover 71% of their claims. Tyson shall have an Allowed Class 5 Claim in the amount of $261,316,000. On or as soon as practicable after the Effective Date, each Holder of an Allowed Class 5 Claim shall receive (a) its Pro Rata share of the Class 5 Initial Payment ([$1,566,000]), (b) its Pro Rata share of the Class 5 Net Distributable Assets (subject to any Distribution Reserve), (c) its Pro Rata share of the proceeds of the Easterday Family Contribution Instruments, and (d) assignment of the North Lot Actions. All Estate claims against Tyson, including any Avoidance Actions, shall be deemed released and waived upon the Effective Date. Segale shall have an Allowed Class 6 Claim in the amount of $7,830,641. On or as soon as practicable after the Effective Date, each Holder of an Allowed Class 6 Claim shall receive (a) its Pro Rata share of the Class 6 Initial Payment ([$922,000]), (b) its Pro Rata share of the Class 6 Net Distributable Assets (subject to any Distribution Reserve), and (c) its Pro Rata share of the proceeds of the Easterday Family Contribution Instruments. All Estate claims against Segale, including any Avoidance Actions, shall be deemed released and waived upon the Effective Date. The Holders of Allowed Class 6 Claims shall not have any interest in the North Lot Actions. Holders of Subordinated Claims in Class 7 and Interests in Class 9 will not receive any recovery on account of such Claims or Interests under the Plan. Attorneys for the Debtors: Armand J. Kornfeld, Esq. Thomas A. Buford, Esq. Richard B. Keeton, Esq. BUSH KORNFELD LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 292-2110 Fax: (206) 292-2104 Email: jkornfeld@bskd.com tbuford@bskd.com rkeeton@bskd.com Richard M. Pachulski, Esq. Jeffrey W. Dulberg, Esq. Maxim B. Litvak, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 Tel: (310) 277-6910 Fax: (310) 201-0760 Email: rpachulski@pszjlaw.com jdulberg@pszjlaw.com mlitvak@pszjlaw.com A copy of the Disclosure Statement dated May 11, 2022, is available at https://bit.ly/39kNdWo from PacerMonitor.com. About Easterday Ranches and Easterday Farms Easterday Ranches, Inc., is a privately held company in the cattle ranching and farming business. Easterday Ranches sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 21-00141) on Feb. 1, 2021. Its affiliate, Easterday Farms, a Washington general partnership, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 21-00176) on Feb. 8, 2021. The cases are jointly administered under Case No. 21-00141. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Whitman L. Holt oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their lead bankruptcy counsel, Bush Kornfeld LLP as local counsel, and Davis Wright Tremaine LLP as special counsel. T. Scott Avila and Peter Richter of Paladin Management Group serve as restructuring officers. The U.S. Trustee for Region 18 appointed an official committee of unsecured creditors on Feb. 16, 2021. EASTSIDE DISTILLING: Incurs $2 Million Net Loss in First Quarter ---------------------------------------------------------------- Eastside Distilling, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.04 million on $3.74 million of net sales for the three months ended March 31, 2022, compared to net income of $3.71 million on $3.15 million of net sales for the three months ended March 31, 2021. "We made tangible progress on multiple fronts in Q1 with key investments in both Craft C+B and our spirits business," said Geoffrey Gwin, Eastside's CEO. "We expect to build on these results as we progress through the year." As of March 31, 2022, the Company had $34.41 million in total assets, $21.81 million in total liabilities, and $12.60 million in total stockholders' equity. The Company's primary capital requirements are for cash used in operating activities and the repayment of debt. Funds for the Company's cash and liquidity needs have historically not been generated from operations but rather from loans as well as from convertible debt and equity financings. The Company has been dependent on raising capital from debt and equity financings to meet the Company's operating needs. The Company had an accumulated deficit of $60.7 million as of March 31, 2022, including a net loss of $2.0 million incurred during the three months ended March 31, 2022, which led to a reduction of $0.8 million in working capital. As of March 31, 2022, the Company had $2.6 million of cash on hand with working capital of $3.8 million. Eastside said "The Company's ability to meet its ongoing operating cash needs over the next 12 months depends on growing revenues and gross margins, and generating positive operating cash flow primarily through increased sales, improved profit growth, and controlling expenses. If the Company is unable to obtain additional financing, or additional financing is not available on acceptable terms, the Company may seek to sell assets, reduce operating expenses, reduce or eliminate marketing initiatives, and take other measures that could impair its ability to be successful. "Although the Company's audited financial statements for the year ended December 31, 2021 were prepared under the assumption that it would continue operations as a going concern, the report of its independent registered public accounting firm that accompanied the financial statements for the year ended December 31, 2021 contained a going concern explanatory paragraph in which such firm expressed substantial doubt about the Company's ability to continue as a going concern, based on the financial statements at that time. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in it." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001534708/000149315222013785/form10-q.htm About Eastside Distilling Headquartered in Portland, Oregon, Eastside Distilling, Inc. -- www.eastsidedistilling.com -- manufactures, acquires, blends, bottles, imports, exports, markets, and sells a wide variety of alcoholic beverages under recognized brands. Eastside Distilling reported a net loss of $2.19 million for the year ended Dec. 31, 2021, a net loss of $9.86 million for the year ended Dec. 31, 2020, a net loss of $16.91 million for the year ended Dec. 31, 2019, and a net loss of $9.05 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $33.56 million in total assets, $20.16 million in total liabilities, and $13.40 million in total stockholders' equity. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company suffered a net loss from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. EDWARD D. HIRSCH MD: Seeks to Hire Furr and Cohen as Legal Counsel ------------------------------------------------------------------ Edward D. Hirsch MD, P.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Furr and Cohen, P.A. to handle its Chapter 11 case. The hourly rates charged by the firm's attorneys and paralegals are as follows: Attorneys $425 to $675 per hour Paralegals $150 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses. Alan Crane, Esq., a partner at Furr Cohen, 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: Alan R. Crane, Esq. Furr and Cohen, P.A. 2255 Glades Road, Suite 419A Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 Email: acrane@furrcohen.com About Edward D. Hirsch MD Edward D. Hirsch MD, P.A. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-13283) on April 27, 2022, listing as much as $1 million in both assets and liabilities. Carol Fox, senior managing director at GlassRatner, serves as Subchapter V trustee. Judge Scott M. Grossman oversees the case. Alan R. Crane, Esq., at Furr and Cohen, P.A. is the Debtor's legal counsel. ELITE HOME: Cash Collateral Access, M&T Bank DIP Loan OK'd ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Elite Home Products, Inc. to use cash collateral and continue using the revolving credit facility from M&T Bank, both being subject to the terms and conditions of the parties' Loan Documents, which will be fully applicable post-petition. The Court said the terms of the Initial Interim Cash Collateral Order and the Second Interim Cash Collateral Order are extended and will remain in full force and effect through the Final Hearing and entry of a final order with respect to the Motion. As previously reported by the Troubled Company Reporter, Elite is a party to secured loan agreements with the Bank. The original loan dates back to September 28, 2012. The original loan documentation included, among other documents, a Credit Agreement, a Revolving Line Note in the amount of $9 million, a General Security Agreement and a Continuing Guaranty. Elite remains within the formula set forth under the borrowing agreements with the Bank. As of the petition date, the balance due to the Bank is approximately $2.6 million. As adequate protection for use of cash collateral, the Bank is granted a replacement perfected security interest in all post-petition assets of the Debtor and a post-petition lien and security interest on all post-petition property and assets of the Debtor within the definition of the Bank Collateral, to secure the Obligations, which lien and security interest will be a first priority lien and security interest. The Final Hearing has been adjourned to May 24, 2022 at 11 a.m. A copy of the order is available at https://bit.ly/3FWNwTB from PacerMonitor.com. About Elite Home Products, Inc. Elite Home Products, Inc. is a home textile company that offers a wide variety of sheets, duvets/comforter covers, bedding ensembles, quilt sets, blankets & throws, and flannel. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 22-12353) on March 24, 2022. In the petition signed by Scott R. Perretz, president, the Debtor disclosed $6,314,175 in assets and $11,104,637 in liabilities. Genova Burns LLC represents the Debtor as lead counsel, Winne Banta Basralian and Kahn, P.C. is the special counsel, Getzler Henrich and Associates, LLC is the financial advisor, and SAX LLP is the accountant. EMPACADORA Y PROCESADORA: May Use Cash Collateral Thru July 15 -------------------------------------------------------------- Empacadora y Procesadora del Sur, Inc. and its secured creditor, Banco Popular de Puerto Rico, advised the U.S. Bankruptcy Court for the District of Puerto Rico that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agree to a further extension of their Stipulation that was approved through an order entered on March 11, 2022. The parties agree that the Debtor may use cash collateral up to and including July 15, 2022, in accordance with the budget. The Debtors' right to use the cash collateral on a consensual basis will terminate automatically on the earlier of (such date, the Stipulation End Date): (a) the occurrence of an Event of Default (as defined in the Stipulation); or, (b) July 15, 2022, in the event the Parties are unable to reach a written agreement to further extend the Stipulation. For the period of May 15 through July 15, 2022, Debtors will make two monthly adequate protection payments to BPPR in the amount of $24,907 on the 15th date of each month, namely, June 15 and July 15, which will be applied to the principal balance of the Loan. All replacement liens provided for in the Stipulation are ratified and incorporated by reference. A copy of the motion is available at https://bit.ly/3LkTv5I from PacerMonitor.com. About Empacadora Y Procesadora Del Sur, Inc. Empacadora Y Procesadora Del Sur, Inc. is engaged in the business of packaging and manufacturing meats and chicken, and its income is derived essentially from amounts collected from sales of such inventories to business clients in Puerto Rico and the U.S. mainland. Empacadora Y Procesadora Del Sur sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-00354) on February 15, 2022. In the petition signed by Carlos C. Rodriguez Alonso, president, the Debtor disclosed $11,604,565 in assets and $10,598,204 in liabilities. Alexis Fuentes Hernandez, Esq., at Fuentes Law Office represents the Debtor as counsel. ESCADA AMERICA: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 16 on May 18 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Escada America, LLC. The committee members are: 1. Simon Property Group, Inc. Attention: Ronald M. Tucker 225 West Washington Street Indianapolis, IN 46204 Phone: (317) 263-2346 Email: rtucker@simon.com Represented by: Ivan Gold Allen Matkins Leck Gamble Mallory & Natsis, LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111 Phone: (415) 273-7431 Email: igold@allenmatkins.com 2. Ala Moana Anchor Acquisition, LLC c/o Brookfield Properties Retail, Inc. Attention: Julie Minnick Bowden 350 N. Orleans St., Suite 300 Chicago, IL 60654 Phone: (312) 960-2707 Email: julie.bowden@bpretail.com Represented by: Ivan Gold Allen Matkins Leck Gamble Mallory & Natsis, LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111 Phone: (415) 273-7431 Email: igold@allenmatkins.com 3. 717 GFC, LLC c/o Wharton Properties Attention: Max Klein 500 Fifth Ave., 54th Floor New York, NY 10110 Phone: (212) 573-9001 Email: mk@jeffsutton.com Represented by: Ice Miller, LLP Attention: Alyson Fiedler and Louis DeLucia 1500 Broadway 29th Floor New York, NY 10036 Phone: (212) 835-6315 Email: alyson.fiedler@icemiller.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 Escada America Escada America, LLC, owner of a clothing store in New York, sought Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 22-10266) on Jan. 18, 2022, listing as much as $10 million in both assets and liabilities. Kevin Walsh, director of finance, signed the petition. The case is handled by Judge Sheri Bluebond. John Patrick M. Fritz, at Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtor's legal counsel. The Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement on May 12, 2022. FLOOR-TEX: Amends Lien Vendors or Suppliers Claims Pay Details -------------------------------------------------------------- Floor-Tex Commercial Flooring, LLC, submitted a Third Amended Plan of Reorganization for Small Business dated May 16, 2022. The Plan Proponent has provided projected financial information. These projections have changed from prior projections due to more recent information on upcoming jobs and also due to the extreme changes in the costs of materials and changes to other expenses such as rent and insurance. The final Plan payment is expected to be paid on the fifth day of the 60th full calendar month following the effective date of the Plan. This Plan of Reorganization proposes to pay Floor-Tex's creditors primarily from future income generated by the operation of Floor Tex's commercial flooring business. Non-priority unsecured creditors holding allowed claims will receive distributions valued at the full amount of their allowed claim. This Plan also provides for the payment of administrative and priority claims. Class 5 consists of Lien Vendors or Suppliers. Class 5 creditors may receive joint checks from owners or general contractors for supplies, materials, labor or other items provided for construction jobs for which such Class 5 creditors may file liens or claims against the projects or bonds. Payments in this class will be made to each creditor on a pro rata basis as to the amount owed at the time and the total amount owed to the creditors in the class at such time. Floor-Tex shall pay 100% of the claims in this class. For all existing jobs and contracts, the Debtor shall provide to any Class 5 creditor, within 10 days of written request, all information for each job including: (i) whether and when the materials were delivered to the applicable project and, if not, the reason or expected date on which such materials will be delivered and incorporated into the project, as well as the address of the location where the materials are currently being stored; (ii) an accounting and itemization of all such materials which have been delivered, proof of delivery of the same, and whether the Debtor has been paid for such materials: (iii) the status of completion of the Debtor's scope of work on such projects, a statement of funds remaining to be paid to the Debtor on such projects, the date by which the Debtor expects to receive such funds, whether the general contractor and/or owner has any claims, defenses, recoupments, or offsets against the sums due the Debtor, and the nature and amount of any such claims, defenses, recoupments, or offsets; and (iv) to the extent materials supplied by such Class 5 creditor were not used, or will not be used, for the respective project specified in underlying purchase agreements, identify actions taken, or to be taken seeking to return and obtain a refund from the originating suppliers (and in such event, the Debtor shall immediately pay and/or endorse over to such Class 5 creditor any such refunds or payments, to be credited dollar-fordollar against its Class 5 Claim. Like in the prior iteration of the Plan, Floor-Tex will pay the amount of $175,000 to the creditors in Class 6 NonPriority Unsecured Claims over the 60 months of the plan in quarterly calendar payments with the first payment to be made at the end of the first full calendar quarter after the Effective Date of this plan. Any funds in the emergency reserve fund in excess of $100,000 also will be paid on allowed claims in this class up to 100% of the claims. A full-text copy of the Third Amended Plan dated May 16, 2022, is available at https://bit.ly/3LxFxgK from PacerMonitor.com at no charge. Attorney for the Debtor: Reese W. Baker, Esq. Baker and Associates 950 Echo Lane, Suite 300 Houston, TX 77024-2824 Phone: (713) 869-9200 Fax: (713) 869-9100 About Floor-Tex Commercial Flooring Floor-Tex Commercial Flooring, LLC, specializes in residential and commercial flooring contracting. Floor-Tex Commercial sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-33751) on Nov. 19, 2021. In the petition signed by Doris Springer, chief executive officer, the Debtor disclosed up to $10 million in assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Reese Baker, Esq., at Baker and Associates, is the Debtor's counsel. FORE MACHINE: Unsecureds to be Paid From Available Cash ------------------------------------------------------- Fore Machine, LLC, et al., submitted a First Amended Joint Chapter 11 Plan of Liquidation. Although proposed jointly for administrative purposes, the Liquidating Plan constitutes a separate liquidating plan for each of Holdings, Fore Machine, and Fore Capital, for the resolution of outstanding Claims and Interests pursuant to the Bankruptcy Code. Class 3 Prepetition Secured Lender Claims will be allowed as Secured Claims against each of the Liquidating Debtors in the amount equal to the lesser of (i) (A) the full amount of the Prepetition Lender Claims, minus (B) provided the Reorganizing Plan Effective Date has occurred, the amount of the Prepetition Lender Claims assumed by the Reorganized Debtor under the Reorganized Debtor's Plan (the "Adjusted Prepetition Lender Claims") and (ii) as to each Liquidating Debtor, the value of the assets owned by such Liquidating Debtor securing the Class 3 Claims. The Prepetition Lenders shall be entitled to receive payment of all Available Cash, up to an aggregate amount equal to the Allowed Class 3 Claims promptly following receipt by the Plan Administrator of such Available Cash. In addition, each Prepetition Lender and the Prepetition Agent shall retain its right to the Consenting Stakeholder Indemnifications. Class 3 is impaired. Each holder of Classes 4A, 4B, and 4C General Unsecured Claims will receive a distribution, on a Liquidating Debtor by Liquidating Debtor basis, equal to its Pro Rata share of Available Cash of such Liquidating Debtor remaining after payment in full of the Allowed Class 3 Claims. Classes 4A, 4B, and 4C are impaired. "Available Cash" means (a) all Cash of a Liquidating Debtor realized from its business operations, the Liquidation Proceeds, the interest earned on its invested funds, recoveries from Causes of Action or from any other source or otherwise less (b) the amount of Cash (i) necessary to pay all fees payable under section 1930 of chapter 123 of title 28 of the United States Code and all holders of Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, Other Secured Claims, against such Liquidating Debtor in accordance with the Liquidating Plan, and (ii) an amount equal to $50,000 to be reserved from the Liquidation Proceeds to fund the reasonable and necessary projected costs to carry out the provisions of the Liquidating Plan with respect to the Liquidating Debtors on and after the Effective Date, including to fund the wind-down of the Liquidating Debtors' estates. To the extent any portion of the reserve is not used to pay the costs and fees described above, such excess shall be added back to the calculation of Available Cash. The Liquidating Plan provides for the distribution of all Cash held by or for the benefit of the Liquidating Debtors on and after the Effective Date. In addition to cash on hand, the Liquidating Debtors' property consists primarily of the Debtors' rights with respect to the Insurance Policies, including the D&O Policies. Counsel for Debtors: Katherine A. Preston, Esq. WINSTON & STRAWN LLP 800 Capitol Street, Suite 2400 Houston, Texas 77002 Tel: (713) 651-2600 Fax: (713) 651-2700 E-mail: kpreston@winston.com - and - Timothy W. Walsh, Esq. James T. Bentley, Esq. Emma Fleming, Esq. WINSTON & STRAWN LLP 200 Park Avenue New York, NY 10166-4193 Tel: (212) 294-6700 Fax: (212) 294-4700 E-mail: twwalsh@winston.com jbentley@winston.com efleming@winston.com A copy of the Plan dated May 7, 2022, is available at https://bit.ly/3FJwOGQ from Stretto, the claims agent. 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. FRONTIER COMMUNICATIONS: Fitch Rates $800MM First Lien Notes 'BB+' ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+'/'RR2' rating to Frontier Communications Holdings, LLC's issuance of $800 million of first lien senior secured notes due 2030. Proceeds are expected to be used to fund capital investments and operating costs arising from the company's fiber build and expansion of the fiber customer base and for general corporate purposes. The upsizing of the company's RCF to $900 million from $625 million does not affect the rating. Frontier Communications Holdings is a subsidiary of Frontier Communications Parent, Inc. Frontier's ratings reflect increasing, but still relatively low leverage for the rating and a strengthening competitive position arising from plans to aggressively invest in its fiber broadband network. Concerns include the pressure on cash flows stemming from heavy investments and continued pressure on legacy revenue sources. There is execution risk, with respect to the build-out, but recent success in adding fiber broadband customers mitigates this risk. KEY RATING DRIVERS Low Leverage: Frontier's 'BB-' IDR and Stable Outlook are supported by relatively low leverage for the rating. Fitch-calculated gross leverage was 3.3x at YE 2021 and net leverage was 2.4x. With much lower rural broadband support in 2022, and borrowing related to the fiber expansion, gross leverage could rise by approximately 0.8x-0.9x by year-end 2022. Frontier's cash generation has improved materially after the April 2021 emergence from bankruptcy due to the $1 billion reduction in annual interest expense. The improved cash generation will enable Frontier to more aggressively invest in the business, focusing on fiber to the home and greater fiber investment to support enterprise and wholesale services, including fiber to the tower. The rating is constrained by the near-term expected decline in legacy revenues and the need to continue to take costs out of the business. Capital Allocation: The company's capital allocation policy has gained clarity post emergence as the company has accelerated plans to invest in fiber to the home as well as to target fiber deployment to small and medium businesses, enterprises and the wholesale market. The company's financial policy targets a long-term net leverage ratio in the mid-3x range, which provides for the flexibility to invest. Frontier's aggressive investment plan will broadly expand the deployment of fiber to 10 million or more locations by the end of 2025, or two-thirds of its footprint. As of March 31, 2022, the company has passed approximately 4.2 million locations and is targeting more than 5 million locations by the end of 2022. Penetration rates on the base fiber network have recently been in the 41%-42% range; penetration rates in new build areas are lower on average but have been reaching similar levels as the base markets within 24 months. The company faces execution risk related to growing fiber-based revenues. Risk is mitigated by the recent success in adding fiber customers, as demonstrated by eleven consecutive quarters of positive net additions and success in lowering churn. The opportunity to capture additional broadband share is highlighted by a footprint that has only one or no competitors in approximately 85% of its markets. The new locations to be served by fiber have material upside, as penetration rates for the company's legacy, less-competitive copper broadband network are in the low-teens percentage range. FCF: Fitch-calculated FCF, pro forma for cash paid for non-recurring net reorganization costs approached $500 million in 2021. FCF is expected to be pressured in 2022 due to the expiration of CAF II funding and increased capital spending on fiber investments. The company's FCF deficits, depending on the pace of the fiber build and success-based capital, could exceed $1 billion annually on average over 2022-2024. Challenging Operating Environment: The rating incorporates a challenging operating environment for wireline operators. Fitch expects Frontier's revenue growth trends to remain negative in 2022 due to the expiration of $332 million of annual Connect America Fund II (CAF II) funding at the end of 2021. Fitch expects this latter effect to be mitigated by the next generation of broadband support through the Rural Digital Opportunity Fund (RDOF); Frontier won $37 million annually (over a ten-year period beginning in 2022) in the RDOF auction. Over time, the de- emphasis of products, such as certain video offerings, will affect revenues but will have a far lower effect on EBITDA margins given programming cost offsets. Secured Debt Notching: For rated entities with IDRs of 'BB-' or above, Fitch does not perform a bespoke analysis of recovery upon default for each issuance. Instead, Fitch uses notching guidance whereby an issuer's first-lien secured debt can be notched upward one or to two rating levels. Frontier's secured first-lien debt is notched up two levels from the Long-Term IDR to 'BB+'/'RR2'. The recovery is limited to 'RR2' given the first-lien debt is primarily secured by equity pledges and there is material subsidiary-level debt. The first mortgage bonds of Frontier Southwest Inc. are also notched up two levels from the IDR to 'BB+'/'RR1', the security provided by a first lien on substantially all of its assets supporting the 'RR1' recovery. Nonfirst-Lien Debt Notching: For corporate entities rated 'BB-' and above, the ratings assigned to an issuer's nonfirst-lien debt (second lien, unsecured and subordinated debt) are capped at 'RR4' and there is no notching above the IDR. This leads to 'BB-'/'RR4' ratings for Frontier's second-lien debt and subsidiary unsecured debt, except for Frontier Florida LLC. The 'B+'/'RR5' rating assigned to Frontier Florida's unsecured debt reflects that Frontier Florida is a guarantor of Frontier's secured credit facility. Parent-Subsidiary Relationship: Fitch links the IDRs of Frontier and its subsidiaries based on a strong parent/weak subsidiary approach. The IDRs are equalized under Fitch's criteria based on an analysis incorporating high strategic and operational incentives and low legal incentives. DERIVATION SUMMARY Frontier has a higher exposure to the consumer market compared with wireline peer Lumen Technologies, Inc. (BB/Stable), and to some extent Windstream Services, LLC (B/Stable). The consumer market continues to face secular challenges. Incumbent wireline operators face competition for broadband customers from cable operators, including Comcast Corp. (A-/Stable) and Charter Communications Inc. (Fitch rates Charter's indirect subsidiary CCO Holdings, LLC BB+/Stable). Fitch views Frontier's aggressive fiber investments positively, with successful execution key to supporting the longer-term credit profile. Frontier needs to improve its competitive position in the enterprise market. In this market, Frontier is smaller than AT&T Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) and Lumen. All three companies have an advantage with national or multinational companies given their extensive footprints in the U.S. and abroad. Compared with Frontier, AT&T and Verizon have wireless offerings that provide more service diversification. Fitch expects Frontier's fiber build plans to cause its gross leverage to be moderately higher over time than AT&T and Verizon. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Revenues decline in 2022 in the high single digits due to the loss of CAF II revenues in the beginning of the year. Revenue grows in the low single digits in 2023, as the company starts to see the benefit of its focus on fiber and increasing fiber broadband penetration. In 2024, revenue grows in the low to mid-single digits with increased fiber penetration; -- The Fitch-calculated EBITDA margin declines from the high 30% range in 2020 and 2021 to the mid-30% range in 2022, largely due to the pressure from the loss of CAF II funding. Pressure is partly offset by new, but lower, rural broadband subsidies; -- Capital spending under Fitch's rating case reflects spending of approximately $2.5 billion in 2022, but the level could be higher depending on the pace of the fiber expansion and success-based capex related to customer loading. The four-year period of 2022-2025 could see capex related to the fiber expansion plan in the $5.5 billion to $6 billion range based on $900-$1000 per passing (6 million homes). Incremental success-based capex would also result depending on the pace of penetration; -- Cash taxes are nominal in 2022-2024. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Gross leverage, defined as total debt with equity credit/operating EBITDA, expected to be sustained at or below 3.0x while consistently generating positive FCF margins in the mid-single digits; -- Successful execution on cost-reduction plans; -- Consistent gains in revenues from anticipated investments in fiber and broadband product areas; -- Demonstrated stable EBITDA and FCF growth. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A weakening of operating results, including deteriorating margins and an inability to stabilize revenue erosion in key product areas or offset EBITDA pressure through cost reductions; -- Discretionary management decisions, including but not limited to execution of M&A activity that increases gross leverage beyond 4.5xin the absence of a credible deleveraging plan. 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 Strong Liquidity: At March 31, 2022, Frontier had $2.2 billion of unrestricted cash and $492 million available on its $625 million RCF, after letters of credit. The RCF is due April 2025. Concurrent with the first lien note offering, the company plans to upsize the RCF to $900 million, bolstering liquidity. First-lien debt at Frontier Communications Holdings totals approximately $4.2 billion ($5.0 billion pro forma for the current offering), second-lien debt totals $2.75 billion and subsidiary debt totals $850 million. Other than the revolver maturity in 2025, there are no major maturities until 2027. ISSUER PROFILE Frontier is the nation's fourth-largest incumbent local exchange carrier (ILEC) providing wireline voice, data and video service to residential and business customers. At the end of 2021, the company operated in 25 states and primarily serves medium-sized cities and suburban and rural areas. The company had 2021 revenue of $6.4 billion. 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. GENERAL CANNABIS: Incurs $861K Net Loss in First Quarter -------------------------------------------------------- General Cannabis Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $861,056 on $3.57 million of total revenue for the three months ended March 31, 2022, compared to a net loss of $2.36 million on $663,805 of total revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $23.49 million in total assets, $12.94 million in total liabilities, and a total stockholders' equity of $10.55 million. The Company had an accumulated deficit of $84,681,871 as of March 31, 2022. The Company had cash and cash equivalents of $1,651,063 and $2,054,050 as of March 31, 2022, and Dec. 31, 2021, respectively. "The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. We have incurred recurring losses and negative cash flows from operations since inception and have primarily funded our operations with proceeds from the issuance of convertible debt. We expect our operating losses to continue into the foreseeable future as we continue to execute our acquisition and growth strategy," General Cannabis said. "We believe that our cash and cash equivalents as of March 31, 2022, will be sufficient to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of filing this Quarterly Report on Form 10-Q due to the receipt of an additional $1.2 million of cash in September 2021 from the issuance of preferred stock and the acquisition of three dispensaries. We may need additional funding to support our planned investing activities. If we are unable to obtain additional funding, we would be forced to delay, reduce, or eliminate some or all of our acquisition efforts, which could adversely affect our growth plans," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1477009/000155837022008748/cann-20220331x10q.htm About General Cannabis Corp Headquartered in Denver, Colorado, General Cannabis Corp -- http://www.generalcann.com-- provides services and products to the regulated cannabis industry. The Company is a trusted partner to the cultivation, production and retail sides of the cannabis business. General Cannabis reported a net loss of $8.87 million for the year ended Dec. 31, 2021, compared to a net loss of $7.68 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $22.02 million in total assets, $12.42 million in total liabilities, and $9.61 million in total stockholders' equity. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company has suffered recurring losses from operations and has negative working capital that raise substantial doubt about its ability to continue as a going concern. GLOBAL ALLIANCE: Files for Chapter 11 Bankruptcy ------------------------------------------------ Global Alliance Distributors Inc. filed for chapter 11 protection in the District of Central California. Prior to the COVID-19 pandemic, the Debtor's business was historically profitable, including gross receipts of $3,457,258 in 2019. Unfortunately, the COVID-19 pandemic severally impacted the logistics and distribution industries, including the Debtor's business. Due to COVID-19, exportations from both Spain and Mexico, both international exporters of the Debtor's goods, were unable to export to the United States, which caused the Debtor's income to decrease by approximately 70 percent in 2020. Exportations from Spain to the United States were halted for approximately one year and exportations from Mexico were halted for approximately eight months. During this time, the Debtor was left without goods to distribute and its income decreased significantly. Without goods to export, the Debtor was unable to generated its typical income and left without funds to pay its operating expenses. Ultimately, the Debtor was forced to make the business decision to seek and enter interest accounts receivable financing (merchant loans) in order to pay its expenses and keep its doors open. The Debtor entered merchant agreements with six merchant lenders and received cash advances totaling approximately $685,000. Of the six merchant agreements, five merchant lender agreements included terms which required the Debtor to repay each lender 25% of the Debtor's future receipts with weekly payments totaling approximately $43,382 per week ($173,528 per month). While the Debtor serviced the merchant loans for a period of time, it eventually became unable to sustain the payments and realized its current financial state was not sustainable, including, but not limited to the Debtor's inability to maintain its current payroll and service the merchant loans. In addition, prior to and during the COVID-19 pandemic, the Debtor was party to two state court litigation actions initiated by the Debtor's vendors after the Debtor defaulted on certain terms, which resulted in costly litigation and attorneys' fees for the Debtor. This costly litigation included a settlement payment of $120,000 (plus $20,000 in attorneys' fees) paid in full in 2019 by the Debtor and a settlement payment of $45,000 (plus $15,000 in attorneys' fees), which the Debtor is currently still paying. This costly and protracted litigation also contributed to the Debtor's decrease in cash and inability to pay maintain its expenses. The Debtor's Future Plans Through this bankruptcy case, the Debtor intends to continue its distribution and logistical business to generate income to pay creditors through a structured Plan. The Debtor, along with its professionals, intend to investigate each merchant agreement, all of whom assert liens in the Debtor's assets, and propose a Plan to pay creditors based on the value of the Debtor's assets. The Debtor anticipates continuing as a going concern and proposing a Plan funded by its post-petition income. The Debtor believes that the total of its debts significantly exceeds the value of its assets. As a result, if the Debtor were to be liquidated, unsecured creditors would receive nothing on their claims since repayment of creditors would hinge solely on the value of the Debtor's assets and the estimated liquidation value of the Debtor's assets is minimal, as compared to its obligations. Creditors will clearly benefit from a successful reorganization. About Global Alliance Distributors Founded in 2010, Global Alliance Distributors Inc. operates a distribution center that distributes primarily Latino books and magazines to approximately 250 supermarkets throughout California, Nevada, Arizona, and Florida. It also distributes seasonal items, including, but not limited to, school supplies, sporting goods and equipment, snacks and candies. Secondly, the Debtor operates a logistic business that provides cargo deliveries using independent contractors. Its logistical clients are two major distribution companies, A&C, which is currently the largest international magazine distributor in the world, and Sally Beauty Supplies, a national cosmetics manufacturer. Global Alliance Distributors Inc. sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 22-12552) on May 5, 2022. In the petition filed by Alberto Fabara, as CEO, Global Alliance estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The case is handled by Honorable Bankruptcy Judge Deborah J. Saltzman. Sheila Esmaili, of Law Offices of Sheila Esmaili, is the Debtor' counsel. According to court documents, Global Alliance Distributors estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. * * * A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 31, 2022 at 9:15 a.m. GROWLIFE INC: Incurs $5.5 Million Net Loss in 2021 -------------------------------------------------- GrowLife, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $5.47 million on $6.20 million of net revenue for the year ended Dec. 31, 2021, compared to a net loss of $6.38 million on $7 million of net revenue for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $4.11 million in total assets, $9.71 million in total current liabilities, $335,222 in total long term liabilities, and a total stockholders' deficit of $5.93 million. Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 16, 2022, citing that the Company has suffered recurring losses from operations, incurred negative cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001161582/000165495422006990/phot_10k.htm About GrowLife GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- focuses on functional mushroom business opportunities. The Company sees a growing market, intends to service its existing distribution channel and will build on opportunities in the medicinal mushroom industry. GUARACHI WINE PARTNERS: Files for Chapter 11 Bankruptcy ------------------------------------------------------- Guarachi Wine Partners Inc. filed for chapter 11 protection in the District of Central California. According to court filings, Guarachi Wine Partners estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for May 31, 2022 at 10:00 A.M. About Guarachi Wine Partners Inc. Guarachi Wine Partners Inc. -- http://www.guarachiwinepartners.com/ -- doing business as Guarachi Wine Partners, is a leading producer, importer and supplier of wines headquartered in Los Angeles, California. Guarachi Wine Partners was founded by Alex Guarachi, has been in business since 1985, and was formally incorporated in January 1988, with Mr. Guarachi as its sole shareholder. Guarachi Wine Partners sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10545) on May 4, 2022. In the petition signed by Alejandro Guarachi, president and CEO, the Debtor disclosed up to $10million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchick, LLP, is the Debtor's counsel. GULFPORT ENERGY: S&P Upgrades ICR to 'B', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on Oklahoma-based Gulfport Energy Corp. to 'B' from 'B-' and the issue-level rating on the senior unsecured debt to 'B+' from 'B'. The outlook is stable, reflecting S&P's expectation that Gulfport will maintain a disciplined financial policy, including shareholder returns remaining within cash flows, that supports FFO to debt above 60%. Strong natural gas prices have supported improving cash flows and financial performance. S&P said, "We expect Gulfport Energy Corp. to maintain strong financial measures over the next 12 months under our base case assumptions, including FFO to debt of about 100% and debt to EBITDA of 1x or less. In addition to robust natural gas and crude oil prices, we expect financial performance will benefit from Gulfport's focus on maintenance capital spending, free cash flow, and keeping returns to shareholders within cash flows--up to $200 million in share repurchases have been approved. Our expectation for continued strong financial performance supports the upgrade." Hedges on about 50% of expected production provide some cash flow stability while allowing Gulfport to capture the upside from strong natural gas prices. Gulfport's hedging program should provide some cash flow stability over the next two years. Combined with its low debt leverage, S&P would expect current financial strength to be more sustainable should natural gas prices return to their more historical levels. Near-term, unhedged volumes should provide cash flow for shareholder returns, currently up to $200 million in 2022. S&P now views Gulfport's expected production levels and proved developed reserves to be in line with 'B' category peers. Gulfport's proved developed reserves, about 2.l trillion cubic feet equivalent and production, around 1 billion cubic feet equivalent per day (bcfe/day), compare favorably with 'B-' rated peers such as Aethon United BR L.P., Encino Acquisition Partners LLC, and Rockcliff Energy II LLC. Its higher percentage of proved developed reserves, about 55%, and focus on maintaining relatively flat production levels should limit the need for elevated capital spending and support free cash flow generation. S&P said, "The stable outlook reflects our expectation the Gulfport will sustain strong financial measures during the next 12 months, including FFO to debt comfortably over 60%, while maintaining adequate liquidity levels. We expect Gulfport to follow a disciplined financial policy that focuses on generating free cash flow and keeps shareholder distributions within cash flows." S&P could lower the rating if: -- Gulfport pursues a more aggressive financial policy than anticipated, such as large debt-financed acquisitions or debt-funded shareholder returns; -- FFO to debt falls below 30% with no near-term remedy; or Liquidity materially weakens. S&P could raise its rating on Gulfport if: -- It further expanded its production and developed reserves to levels comparable with those of higher-rated peers; and -- Maintained at least adequate liquidity and FFO to debt comfortably above 30%. ESG credit indicators: E4, S2, G3 S&P said, "Environmental factors are a negative consideration in our credit rating analysis of Gulfport Energy Corp., as the exploration and production 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." Although it has set no goals for emissions reductions, Gulfport has been a member of The Environmental Partnership since 2018, which is focused on the oil and gas industry's care of the environment and the reduction of methane and volatile organic compounds. Governance is a moderately negative consideration, as is the case for most rated entities with significant ownership by private-equity sponsors. HAN JOE RO: Seeks to Tap Bush Kornfeld as Bankruptcy Counsel ------------------------------------------------------------ Han Joe Ro, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Bush Kornfeld LLP as its bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor of its rights, duties, responsibilities and powers in this Chapter 11 case; (b) assist, advise, and represent the Debtor relative to the administration of this case; (c) attend meetings and conferences and otherwise communicate and negotiate with representatives of creditors and other parties-in-interest as to matters related to this case; (d) assist the Debtor in the formulation, preparation, drafting, negotiating and obtaining approval of a plan of reorganization and corresponding disclosure statement; (e) assist the Debtor in the review, analysis, negotiation and approval of any financing or funding agreements; (f) take all necessary actions to protect and preserve the interests of the Debtor, its business operations and its bankruptcy estate; (g) review, analyze, evaluate and file objections to claims filed or asserted against the Debtor in this case; (h) assist the Debtor in the review, analysis, negotiation and approval of any transactions as an alternative to confirmation of plans of reorganization; (i) prepare on behalf of the Debtor all appropriate and necessary legal papers; (j) appear, as appropriate, before this court, appellate courts, and other courts or regulatory bodies in which matters may be heard and to protect the interests of the Debtor before said courts, regulatory bodies and the United States Trustee; and (k) perform such other legal services as may be required or deemed to be in the interests of this case, the Debtor and the bankruptcy estate. The hourly rates of the firm's counsel and staff are as follows: Richard Keeton $300 Thomas Buford $425 Other Attorneys $300 - $600 Clerks and Paralegals $75 - $95 In addition, the firm will seek reimbursement for expenses incurred. Richard Keeton, Esq., an attorney at Bush Kornfeld, 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: Thomas A. Buford, Esq. Richard B. Keeton, Esq. Bush Kornfeld LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Telephone: (206) 292-2110 Email: tbuford@bskd.com rkeeton@bskd.com About Han Joe Ro Han Joe Ro, LLC is owned and operated by Cham Joe Ro and her husband, In Kook Ro. Han Joe Ro operates two adjacent properties which share one parking lot. Until recently, both properties were operated as hotel franchises. The OYO Hotel Tumwater, located at 1600 74th Avenue SW, Tumwater, WA 98501, is a 59-room limited service hotel constructed in 1999 and situated on a 1.81 acre site. Beginning in September 2020, the OYO Hotel contracted with Thurston County for temporary use of the entire facility as a COVID-19 recovery center. That contract terminated on February 28, 2022, and the property has resumed its normal operations as the OYO Hotel. Formerly the Comfort Inn Conference Center Tumwater, the adjacent premises located at 1620 74th Avenue SW, Tumwater, WA 98501 is a 58-room hotel property with conference facilities constructed in 2001 and situated on a 2.14 acre lot. The franchise agreement with Choice Hotels was terminated at the end of February 2022. On March 1, 2022, the Leased Hotel entered into a lease with the State of Washington, Department of Health, which initially ran through the end of 2022 but was amended to run through April 30, 2027, and may be renegotiated for an additional five years. Han Joe Ro sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40597) on May 12, 2022. In the petition signed by Eric Camm, chief restructuring officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mary Jo Heston oversees the case. Richard B. Keeton, Esq., at Bush Kornfeld LLP is the Debtor's counsel. HELLO LIVING: Plan Disclosures Inadequate, U.S. Trustee Says ------------------------------------------------------------ William K. Harrington, the United States Trustee for Region 2 (the "United States Trustee"), submitted an objection to Hello Living Developer Nostrand LLC's application seeking conditional approval of its Disclosure Statement, and setting a combined hearing for final approval of the Disclosure Statement and confirmation of the Plan. The United States Trustee objects to the conditional approval of the Disclosure Statement because it fails to provide creditors with sufficient information to allow them to make an informed decision as to whether to accept or reject the Debtor's Plan of Reorganization. Specifically, the Disclosure Statement fails to provide sufficient information about the sole funding source of the Plan, does not take into consideration a significant claim filed by the Debtor's indirect owner, contains confusing and inconsistent language in the release provision, and appears to impose non-consensual unjustifiable third-party releases. About Hello Living Developer Nostrand Hello Living Developer Nostrand, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Hello Living filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22696) on Dec. 21, 2021, disclosing $50 million to $100 million in both assets and liabilities. Eli Karp, manager, signed the petition. Judge Sean H. Lane oversees the case. The Debtor tapped Leo Fox, Esq., a practicing attorney in New York, to handle its bankruptcy case. Victor A. Worms, Esq., is tapped as an associate attorney. HLMC TITLE: Seeks to Hire David R. Herzog as Legal Counsel ---------------------------------------------------------- HLMC Title Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the Law Office of David R. Herzog, LLC as its counsel. The firm will render these legal services: (a) advise the Debtor regarding its duties, powers and responsibilities; (b) assist the Debtor in the negotiation, formulation and drafting of a plan of reorganization; (c) appear for, prosecute, defend and represent the Debtor's interests in matters arising in or related to this case; (d) prepare all necessary legal papers; and (e) perform such other legal services as may be required. The hourly rates charged by the firm's attorneys and legal assistants are as follows: David R. Herzog, Esq. $450 per hour Legal Assistant $100 per hour David Herzog, 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: David R. Herzog, Esq. Law Office of David R. Herzog, LLC 53 West Jackson St., Suite 1442 Chicago, IL 60604 Telephone: (312) 977-1600 Email: drh@dherzoglaw.com About HLMC Title Services HMLC Title Services, Inc. was organized as an Illinois corporation in 2012. HMLC operates from 1147 W. 175th Homewood, Ill. It owns a real property located at 17532-42 Dixie Highway, Homewood, where it operates a strip mall. HMLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-02518) on March 4, 2022. In the petition signed by Rajei J. Haddad, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Deborah L. Thorne oversees the case. David R. Herzog, Esq., at the Law Office of David R. Herzog, LLC is the Debtor's counsel. HOME DECOR: Business Revenue to Fund Plan Payments -------------------------------------------------- Home Decor Liquidators, LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia a First Plan of Reorganization dated May 16, 2022. The Debtor operates a business in the furniture store industry that is directed, managed, controlled and coordinated by management located in Georgia (the "Business"). Debtor filed bankruptcy on February 15, 2022, to reorganize its financial affairs without the threat of collection activities and garnishments of its bank accounts by certain of the merchant advance companies. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 5 shall consist of general unsecured claims not otherwise specifically classified in the Plan. Debtor will pay the Holders of Class 5 General Unsecured Claims a pro-rata share of the Total Unsecured Distribution based on such Holder's Allowed Class 5 Claim as compared to the total of all Allowed Unsecured Claims in Classes 5 and 6. Debtor shall pay such Unsecured Total Distribution in 5 payments of varying amounts commencing on the 5th day of the 12th full month following the Effective Date (Class 5 Distribution 1) and continuing every year thereafter for a total of 5 distributions. The Total Unsecured Distributions equal the projected disposable income of the Debtor after the payment of certain Allowed Administrative Expenses. The Claims of the Class 5 Creditors are Impaired by the Plan and the holders of Class 5 Claims are entitled to vote to accept or reject the Plan. Class 6 shall consist of any Unsecured Claim against Debtor held by counterparties to executory contracts for rejection damages. Debtor shall pay any Allowed Class 6 Claim as allowed by Final Order of the Bankruptcy Court pro-rata with all other claims in Classes 5 and 6 beginning on the next Total Unsecured Distribution as provided for in Class 5 following the entry of such Final Order. For the avoidance of doubt, such payment shall be based on the pro-rata amount of such Allowed Class 6 Claim as compared to the Total Allowed Claims in Classes 5 and 6. The Claims of the Class 6 Creditors are Impaired by the Plan. Class 7 consists of the Interest Claims. Christopher Prescott, Jason Prescott, Lindsay Prescott, and Brad Roland shall retain their ownership interest in the shares and membership in the reorganized Debtor as such interested existed as of the Filing Date. Upon confirmation, Debtor will be charged with administration of the Case. Debtor will be authorized and empowered to take such actions as are required to effectuate the Plan. Debtor will file all post-confirmation reports required by the United States Trustee's office. Debtor will also file the necessary final reports and may apply for a final decree after substantial consummation at such time as debtor deems appropriate unless otherwise required by the Bankruptcy Court. The source of funds for the payments pursuant to the Plan is the revenue of the Debtor from operating its business. A full-text copy of the Plan of Reorganization dated May 16, 2022, is available at https://bit.ly/3yLYrhb from PacerMonitor.com at no charge. Counsel for Debtor: Henry F. Sewell, Jr., Esq. Law Offices of Henry F. Sewell, Jr., LLC 2965 Peachtree Road, NW, Suite 555 Atlanta, GA 30305 Telephone: (404) 926-0053 Email: hsewell@sewellfirm.com About Home Decor Liquidators Home Decor Liquidators, LLC, a company in Duluth, Ga., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-51278) on Feb. 15, 2022, listing as much as $10 million in both assets and liabilities. Christopher I. Prescott, president, signed the petition. The Law Offices of Henry F. Sewell, Jr., LLC serves as the Debtor's legal counsel. HONX INC: Seeks to Hire Bates White LLC as Asbestos Consultants --------------------------------------------------------------- HONX, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Bates White, LLC as asbestos consultant. Bates White will render these services: (a) perform due diligence and analysis regarding the Debtor's current, potential, and overall asbestos liability; (b) estimate the number and value of, and produce analysis with respect to, present and future asbestos personal injury claims against the Debtor; (c) assist the Debtor in negotiations with various parties regarding the Debtor's asbestos liability; (d) advise the Debtor regarding the funding of any asbestos trust that may be created pursuant to the bankruptcy code; (e) advise the Debtor regarding financial issues that may impact the valuation of asbestos claims; (f) provide expert testimony and reports related to the foregoing and assist the Debtor in preparing and evaluating reports and testimony by other experts and consultants; and (g) provide such other consulting services as may be requested by the Debtor. Prior to the petition date, Bates White received a retainer fee of $50,000 from the Debtor for services rendered or to be rendered, and for reimbursement of expenses. The hourly rates of the firm's professionals are as follows: Andrew R. Evans, Partner $825 Dr. Charles Mullin, Partner $1,150 Other Partners $700 - $1,600 Principal $575 - $750 Managing Economist $545 - $650 Managing Consultant $500 - $625 Senior Economist $475 - $550 Senior Consultant $450 - $500 Economist $460 Consultant II $390 - $425 Consultant $365 Research Analyst $365 - $460 Project Coordinator $255 Research Assistant $210 Andrew Evans, the practice chair of the Environmental and Product Liability Practice at Bates White, 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: Andrew R. Evans Bates White, LLC 2001 K. Street NW North Building, Suite 500 Washington, DC 20006 Telephone: (202) 408-6110 About HONX Inc. HONX Inc. is a subsidiary of Hess Corporation, a publicly-traded global energy company. HONX is the corporate successor of Hess Oil Virgin Islands Corporation, which owned and operated an oil refinery in St. Croix, U.S. Virgin Islands from the beginning of its construction in 1965 until a non-operating entity with minimal assets consisting primarily of a 50% ownership in a joint venture from 1998 to 2016, and post-2016 it has continued its corporate existence solely to manage its alleged asbestos liabilities related to the Refinery. Honx Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-90035) on April 28, 2022. In the petition signed by Todd R. Snyder, chief administrative officer, the Debtor disclosed up to $50 million in estimated assets and up to $1 billion in estimated liabilities. Judge Marvin Isgur oversees the case. The Debtor tapped Kirkland & Ellis and Jackson Walker LLP as bankruptcy counsels; Piper Sandler Companies/TRS Advisors, LLC as financial advisor; and Bates White, LLC as asbestos consultant. Stretto, Inc. is the claims, noticing and solicitation agent. HONX INC: Seeks to Tap Kirkland & Ellis as Bankruptcy Counsel ------------------------------------------------------------- HONX, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP as its legal counsel. Kirkland & Ellis will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management and operation of its business and property; (b) advise and consult on the conduct of this Chapter 11 case; (c) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (d) take all necessary actions to protect and preserve the Debtor's estate; (e) prepare pleadings in connection with this Chapter 11 case; (f) represent the Debtor in connection with obtaining authority to continue using its bank account(s); (g) appear before the court and any appellate courts to represent the interests of the Debtor's estate; (h) advise the Debtor regarding tax matters; (i) take any necessary action on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (j) perform all other necessary legal services for the Debtor in connection with the prosecution of this Chapter 11 case. The hourly rates of Kirkland & Ellis' counsel and staff are as follows: Partners $1,135 - $1,995 Of Counsel $805 - $1,845 Associates $650 - $1,245 Paraprofessionals $265 - $495 In addition, Kirkland & Ellis will seek reimbursement for expenses incurred. Prior to the petition date, Kirkland & Ellis received an advance payment retainer of $500,000 from the Debtor. Kirkland & Ellis provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. Kirkland and the Debtor have not agreed to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtor's Chapter 11 case? Answer: No. The hourly rates used by Kirkland in representing the Debtor are consistent with the rates that Kirkland charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Question: If Kirkland has represented the Debtor in the 12 months prepetition, disclose Kirkland's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of the Debtor range as follows: Billing Category U.S. Range Partners $1,135 - $1,995 Of Counsel $805 - $1,845 Associates $650 - $1,245 Paraprofessionals $265 - $495 Question: Has the Debtor approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Yes, for the period from April 28, 2022 through July 31, 2022. Christopher Greco, Esq., the president of Christopher T. Greco, PC, a partner of Kirkland & Ellis LLP and Kirkland & Ellis International, LLP, disclosed in a court filing that the firms are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Christopher T. Greco, Esq. Matthew C. Fagen, Esq. Kirkland & Ellis LLP Kirkland & Ellis International LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: christopher.greco@kirkland.com matthew.fagen@kirkland.com About HONX Inc. HONX Inc. is a subsidiary of Hess Corporation, a publicly-traded global energy company. HONX is the corporate successor of Hess Oil Virgin Islands Corporation, which owned and operated an oil refinery in St. Croix, U.S. Virgin Islands from the beginning of its construction in 1965 until a non-operating entity with minimal assets consisting primarily of a 50% ownership in a joint venture from 1998 to 2016, and post-2016 it has continued its corporate existence solely to manage its alleged asbestos liabilities related to the Refinery. Honx Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-90035) on April 28, 2022. In the petition signed by Todd R. Snyder, chief administrative officer, the Debtor disclosed up to $50 million in estimated assets and up to $1 billion in estimated liabilities. Judge Marvin Isgur oversees the case. The Debtor tapped Kirkland & Ellis and Jackson Walker LLP as bankruptcy counsels; Piper Sandler Companies/TRS Advisors, LLC as financial advisor; and Bates White, LLC as asbestos consultant. Stretto, Inc. is the claims, noticing and solicitation agent. INFOW LLC: InfoWars Asks Court to Delay Case Dismissal Response --------------------------------------------------------------- Vince Sullivan of Law360 reports that with a response date quickly approaching on motions to dismiss their bankruptcy cases, holding companies affiliated with the InfoWars podcast network of conspiracy theorist Alex Jones asked for a delay in deadlines to properly assess the impact of deals with state court defamation plaintiffs on the Chapter 11 proceedings. In an emergency filing made Wednesday, May 18, 2022, InfoW LLC and fellow debtors IWHealth LLC and Prison Planet TV LLC said a recent agreement with plaintiffs in Texas and Connecticut to withdraw their claims against the debtors could eliminate the motions to dismiss the bankruptcies. 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. INNOVATION PHARMACEUTICALS: Incurs $1.5M Net Loss in Third Quarter ------------------------------------------------------------------ Innovation Pharmaceuticals Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.49 million on zero revenue for the three months ended March 31, 2022, compared to a net loss of $3.96 million on zero revenue for the three months ended March 31, 2021. For the nine months ended March 31, 2022, the Company reported a net loss of $5.42 million on zero revenue compared to a net loss of $11.31 million on zero revenue for the nine months ended March 31, 2021. As of March 31, 2022, the Company had $11.66 million in total assets, $5.84 million in total liabilities, and $5.82 million in total stockholders' equity. As of March 31, 2022, the Company had approximately $8.8 million in cash compared to $10.2 million of cash as of June 30, 2021, and as of the date of this filing, the Company has approximately $8.4 million in cash. The Company currently anticipates that future budget expenditures will be approximately $4.2 million for the next 12 months, including approximately $2.2 million for development activities, supportive research, and drug manufacturing. "Our ability to successfully raise sufficient funds through the sale of equity securities, when needed, is subject to many risks and uncertainties and even if we are successful, future equity issuances would result in dilution to our existing stockholders," Innovation said. "If we are unable to generate enough working capital from our current or future financing agreements with Aspire Capital (which expires July 31, 2022) when needed or secure additional sources of funding, it may be necessary to significantly reduce our current rate of spending through reductions in staff and delaying, scaling back or stopping certain research and development programs, including more costly Phase 2 and Phase 3 clinical trials on our wholly-owned development programs as these programs progress into later stage development. Insufficient liquidity may also require us to relinquish greater rights to product candidates at an earlier stage of development or on less favorable terms to us and our stockholders than we would otherwise choose in order to obtain up-front license fees needed to fund operations. These events could prevent us from successfully executing our operating plan," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1355250/000147793222003285/ipix_10q.htm About Innovation Pharmaceuticals Innovation Pharmaceuticals Inc. (IPIX) -- http://www.IPharmInc.com -- is a clinical stage biopharmaceutical company developing a portfolio of innovative therapies addressing multiple areas of unmet medical need, including inflammatory diseases, cancer, infectious disease, and dermatologic diseases. Innovation reported a net loss of $13.87 million for the year ended June 30, 2021, a net loss of $6.65 million for the year ended June 30, 2020, and a net loss of $8.68 million for the year ended June 30, 2019. As of Dec. 31, 2021, the Company had $13.07 million in total assets, $6.12 million in total liabilities, and $6.95 million in total stockholders' equity. INVEPA INTERNATIONAL: Unsecureds Unimpaired in $2.6M Sale Plan -------------------------------------------------------------- Invepa International LLC submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor owns a single asset located at 1130 93rd Street, Bay Harbour Islands, FL 33154-2300. The property has not been rented for years. Liens have been placed against the Real Property which include: (1) the mortgage of Finance of America Commercial, LLC recorded in O.R. Book 30887, Page 4572 of Miami-Dade County, Florida; and (2) an "Affidavit and Notice of Interest in Real Estate" filed by Cesar Loyo and recorded in O.R. Book 31470, Page 3744 of Miami-Dade County, Florida. The Debtor entered into a contract to sell the Real Property to Horizon Group or its assign on April 15, 2022 for $2,600,000. The proceeds from the sale will immediately be distributed to uncontested liens. Any contested liens or contested creditors will be paid from the net proceeds after their claim is deemed allowed in accordance with the terms of the Plan. Under the Plan, holders of General Unsecured Creditors will be unimpaired under the Plan and, pursuant to Section 1124 of the Bankruptcy Code, all legal, equitable and contractual rights as to such Allowed General Unsecured Claim shall be paid. Katriuska Vegas paid debts of the company after its creation and those Vegas Loans are deemed to be the only general unsecured creditors of the Debtor. Attorneys for the Debtor: Robert C. Meyer, Esq. MEYER & NUÑEZ, P.A. 2221 Coral Way, Second Floor Miami, FL 33145 Tel: (305) 285-8838 Fax: (305) 285-8919 A copy of the Disclosure Statement dated May 11, 2022, is available at https://bit.ly/3FIcZjx from PacerMonitor.com. About Invepa International Invepa International LLC, owner of a property at Bay Harbour Islands, Florida, sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-12929) on April 15, 2022. The Debtor estimated assets and debt of $1 million to $10 million as of the bankruptcy filing. The Hon. Robert A. Mark is the case judge. MEYER & NUNEZ, P.A., led by Robert C. Meyer, is serving as the Debtor's counsel. ISABEL ENTERPRISES: Case Summary & 19 Unsecured Creditors --------------------------------------------------------- Debtor: Isabel Enterprises, Inc. 330 NW 10th Avenue Portland, OR 97209 Business Description: Isabel Enterprises is part of the restaurant industry. Chapter 11 Petition Date: May 18, 2022 Court: United States Bankruptcy Court District of Oregon Case No.: 22-30801 Judge: Hon. Peter C. Mckittrick Debtor's Counsel: Oren B. Haker, Esq. STOEL RIVES LLP 760 SW Ninth Avenue, Suite 3000 Portland, OR 97205 Tel: 503-224-3380 E-mail: oren.haker@stoel.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by William M. Tosheff, president. A copy of the Debtor's list of 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SLXL6NI/Isabel_Enterprises_Inc__orbke-22-30801__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SCZ7C7A/Isabel_Enterprises_Inc__orbke-22-30801__0001.0.pdf?mcid=tGE4TAMA JAB OF ROCKLAND: Plan and Disclosures Deadline Extended to July 20 ------------------------------------------------------------------- Judge Robert D. Drain has entered an order extending through and including July 20, 2022, the time for JAB of Rockland, Inc., d/b/a David's Bagels to file a Chapter 11 Plan and Disclosure Statement pursuant to 11 U.S.C. Sec. 1121(e)(3). The Debtor's deadline to obtain confirmation of a Chapter 11 Plan is extended, pursuant to 11 U.S.C. Sec. 1121(e)(3), through and including Sept. 2, 2022. About JAB of Rockland Inc. JAB of Rockland, Inc., which conducts business under the name David's Bagels, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-23153) on June 11, 2019, disclosing under $1 million in both assets and liabilities. Judge Robert D. Drain oversees the case. The Debtor is represented by Elizabeth A. Haas, Esq., PLLC. JOGI PACK: Gets OK to Hire Bruner Wright as Legal Counsel --------------------------------------------------------- Jogi Pack & Ship Services, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bruner Wright, P.A. to handle its Chapter 11 case. The hourly rates charged by the firm's attorneys and paralegals are as follows: Robert C. Bruner, Esq. $450 per hour Byron Wright III, Esq. $400 per hour Paralegal $150 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses. The retainer fee is $31,738. Byron Wright III, Esq., a partner at Bruner Wright, 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: Robert C. Bruner, Esq. Byron Wright III, Esq. Bruner Wright, P.A. 2810 Remington Green Circle Tallahassee, FL 32308 Tel: (850) 385-0342 Fax: (850) 270-2441 Email: rbruner@brunerwright.com twright@brunerwright.com About Jogi Pack & Ship Services Jogi Pack & Ship Services, LLC, a limited liability company in Florida, sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 22-00809) on April 22, 2022, listing as much as $500,000 in both assets and liabilities. Divyan N. Patel, managing member, signed the petition. Judge Jason A. Burgess oversees the case. Bruner Wright P.A. serves as the Debtor's legal counsel. KINTARA THERAPEUTICS: Incurs $5.4 Million Net Loss in Third Quarter ------------------------------------------------------------------- Kintara Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $5.36 million for the three months ended March 31, 2022, compared to a net loss of $6.64 million for the three months ended March 31, 2021. For the nine months ended March 31, 2022, the Company reported a net loss of $17.22 million compared to a net loss of $31.57 million for the same period during the prior year. As of March 31, 2022, the Company had $12.80 million in total assets, $3.41 million in total liabilities, and $9.39 million in total stockholders' equity. At March 31, 2022, Kintara had cash and cash equivalents of approximately $8.8 million. In April 2022, Kintara completed a registered direct offering for net proceeds to the Company of approximately $7.9 million. The Company had an accumulated deficit of $130,908,000 and had cash and cash equivalents of $8,839,000 as of March 31, 2022. "The Company is in the clinical stage and has not generated any revenues to date. We do not have the prospect of achieving revenues until such time that our product candidates are commercialized, or partnered, which may not ever occur. On April 14, 2022 we completed a registered direct financing for net proceeds of approximately $7.9 million. Even with the proceeds from this financing, in the near future, we will require additional funding to maintain our clinical trials, research and development projects, and for general operations. These circumstances indicate substantial doubt exists about our ability to continue as a going concern within one year from the date of filing of the condensed consolidated interim financial statements," Kintara said. "Consequently, management is pursuing various financing alternatives to fund our operations so we can continue as a going concern. However, the coronavirus ("COVID-19") pandemic has created significant economic uncertainty and volatility in the credit and capital markets. Management plans to continue to pursue opportunities to secure the necessary financing through the issue of new equity, debt, and/or the entering into of strategic partnership arrangements but the ultimate impact of the COVID-19 pandemic on our ability to raise additional capital is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak and any new information which may emerge concerning the severity of the COVID-19 pandemic. We may not be able to raise sufficient additional capital and may tailor our drug candidate development program based on the amount of funding we are able to raise in the future. Nevertheless, there is no assurance that these initiatives will be successful," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1498382/000095017022009809/ktra-20220331.htm About Kintara Located in San Diego, California, Kintara (formerly DelMar Pharmaceuticals) is dedicated to the development of novel cancer therapies for patients with unmet medical needs. Kintara is developing two late-stage, Phase 3-ready therapeutics for clear unmet medical needs with reduced risk development programs. The two programs are VAL-083 for GBM and REM-001 for CMBC. Kintara reported a net loss of $38.30 million for the year ended June 30, 2021, compared to a net loss of $9.13 million for the year ended June 30, 2020. As of Dec. 31, 2021, the Company had $17.72 million in total assets, $3.62 million in total liabilities, and $14.10 million in total stockholders' equity. San Francisco, CA-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Sept. 28, 2021, citing that the Company 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. KLX ENERGY: Incurs $19.9 Million Net Loss in First Quarter ---------------------------------------------------------- KLX Energy Services Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $19.9 million on $152.3 million of revenues for the three months ended March 31, 2022, compared to a net loss of $36.8 million on $90.8 million of revenues for the three months ended April 30, 2021. As of March 31, 2022, the Company had $379.5 million in total assets, $131.1 million in total current liabilities, $275.1 million in long-term debt, $29 million in long-term operating lease obligations, $11.1 million in long-term finance lease obligations, $400,000 million in other non-current liabilities, and a total stockholders' deficit of $67.2 million. Total debt outstanding as of March 31, 2022 was $275.1 million, compared to $274.8 million as of Dec. 31, 2021. The increase in total debt was driven by amortization of debt issuance costs. As of March 31, 2022, cash and equivalents totaled $19.4 million. Total liquidity as of March 31, 2022 was $67.0 million and available liquidity was $54.6 million, including net availability of $35.2 million available on the March 31, 2022 ABL Facility Borrowing Base Certificate, net of $12.4 million FCCR holdback. The Senior Secured Notes bear interest at an annual rate of 11.5%, payable semi-annually in arrears on May 1st and November 1st. Accrued interest as of March 31, 2022 was $12.0 million for the Senior Secured Notes and $0.3 million related to the ABL facility. As of April 30, 2022, cash and available liquidity balances were $38.8 million and $57.7 million on the April 30, 2022 ABL Facility Borrowing Base Certificate (net of $13.1 million FCCR holdback), respectively. Net working capital as of March 31, 2022 was $45.9 million, which was up 13% from Dec. 31, 2021 levels, driven by a reduction in days payable outstanding as the Company mitigated supply chain concerns, and was offset by a reduction in days sales outstanding. Capital expenditures were $5.8 million during the first quarter of 2022, an increase of $2.3 million, or 66% compared to capital expenditures of $3.5 million in the Transition Fourth Quarter of 2021. Capital spending during the first quarter was driven primarily by maintenance capital expenditures across the Company's segments. KLXE continues to expect fiscal year 2022 capital spending to be between $25.0 and $30.0 million and will be primarily focused on maintenance capital spending. As of March 31, 2022, the Company had $1.9 million of assets held for sale and, in the second quarter of 2022, the Company expects to increase the balance of assets held for sale by $4.0 to $6.0 million, as the Company looks to further optimize its real estate footprint. The Company will continue to evaluate the market conditions and adjust maintenance capital spending based on changes in activity. Chris Baker, president and chief executive officer of KLXE, stated, "We are excited about our positioning and the strength of the market as we exited Q1. As we previously disclosed in our 2021 fourth quarter release and conference call, the first quarter of 2022 got off to a slow start due to seasonally slow activity in January, magnified by Omicron quarantines, and weather-related issues in early February. We then quickly accelerated into a more active market in late February and March and are bullish about our prospects for the second quarter and the remainder of 2022 as the pricing environment for the bulk of our services is rapidly improving. Driven by the constructive current market backdrop, we expect sequential revenue growth of 16% to 20% and Q2 Adjusted EBITDA margins of 7% to 9%, as well as continued improvement as we progress through the remainder of the second quarter and 2022." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1738827/000173882722000009/klxe-20220331.htm About KLX Energy Headquartered in Wellington, Florida, KLX Energy Services Holdings, Inc. is a provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission critical oilfield services focused on drilling, completion, intervention and production activities for the most technically demanding wells from over 60 service facilities located in the United States. KLXE's complementary suite of proprietary products and specialized services is supported by technically skilled personnel and a broad portfolio of innovative in-house research and development, manufacturing, repair and maintenance capabilities. KLX Energy reported a net loss of $93.8 million for the 11-month transition period ended Dec. 31, 2021, compared to a net loss of $332.2 million for the fiscal year ended Jan. 31, 2021. As of Dec. 31, 2021, the Company had $387.7 million in total assets, $122.7 million in total current liabilities, $274.8 million in long-term debt, $31.5 million in long-term operating lease obligations, $9.1 million in long-term finance lease obligations, $1 million in other non-current liabilities, and a total stockholders' deficit of $51.4 million. * * * As reported by the TCR on Feb. 23, 2021, Moody's Investors Service completed a periodic review of the ratings of KLX Energy Services Holdings, Inc. and other ratings that are associated with the same analytical unit. KLX Energy Services Holdings, Inc.'s (KLXE) Caa1 Corporate Family Rating reflects the company's relatively small scale while providing a range of well completion, intervention, drilling and production services in a highly cyclical industry. As reported by the TCR on March 31, 2022, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on KLX Energy Services Holdings Inc. (KLXE), a Houston-based oilfield products and services provider. S&P said "Our 'CCC+' rating continues to reflect KLXE's unsustainable credit metrics." KNOW LABS: Incurs $6.1 Million Net Loss in Second Quarter --------------------------------------------------------- Know Labs, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.14 million on $8,687 of revenue for the three months ended March 31, 2022, compared to a net loss of $5.37 million on zero revenue for the three months ended March 31, 2021. For the six months ended March 31, 2022, the Company reported a net loss of $11.50 million on $4.36 million of revenue compared to a net loss of $10.67 million on zero revenue for the six months ended March 31, 2021. As of March 31, 2022, the Company had $12.66 million in total assets, $5.36 million in total current liabilities, $570,435 in total non-current liabilities, and $6.73 million in total stockholders' equity. The Company has cash and cash equivalents of $11,187,073 and net working capital of $8,355,273 (exclusive of convertible notes payable and right of use liabilities) as of March 31, 2022. The Company anticipates that it will record losses from operations for the foreseeable future. The Company believes that it has enough available cash to operate until June 30, 2023. As of March 31, 2022, the Company's accumulated deficit was $92,823,851. The Company has had limited capital resources and intends to seek additional cash via equity and debt offerings. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1074828/000165495422006760/knwn_10q.htm About Know Labs Know Labs, Inc., was incorporated under the laws of the State of Nevada in 1998. Since 2007, the Company has been focused primarily on research and development of proprietary technologies which can be used to authenticate and diagnose a wide variety of organic and non-organic substances and materials. The Company's Common Stock trades on the OTCQB Exchange under the symbol "KNWN." Know Labs reported a net loss of $25.36 million for the year ended Sept. 30, 2021, a net loss of $13.56 million for the year ended Sept. 30, 2020, and a net loss of $7.61 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $14.88 million in total assets, $17.42 million in total current liabilities, $603,385 in total non-current liabilities, and a total stockholders' deficit of $3.14 million. KOD GLOBAL: Seeks to Tap Rountree Leitman & Klein as Legal Counsel ------------------------------------------------------------------ KOD Global LTD, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ the law firm of Rountree Leitman & Klein, LLC as its bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the management of its property; (b) prepare on behalf of the Debtor necessary legal papers; (c) assist in examination of the claims of creditors; (d) assist with formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services for the Debtor that may be necessary herein. The hourly rates of the firm's counsel and staff are as follows: William A. Rountree, Attorney $495 Hal Leitman, Attorney $425 David S. Klein, Attorney $425 Alexandra Dishun, Attorney $425 Benjamin R. Keck, Attorney $425 Barret Broussard, Attorney $395 Elizabeth Childers, Attorney $350 Taner Thurman, Attorney $275 Caitlyn Powers, Attorney $275 Zach Beck, Law Clerk $195 Sharon M. Wenger, Paralegal $195 Megan Winokur, Paralegal $150 Catherine Smith, Paralegal $150 Yasmin Alamin, Paralegal $150 William Rountree, Esq., a partner at Rountree Leitman & Klein, 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: William Rountree, Esq. Rountree Leitman & Klein, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1244 Email: wrountree@rlklawfirm.com About KOD Global KOD Global LTD LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)) and Railroad (as defined in 11 U.S.C. Sec. 101(44)). KOD Global sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 22-20385) on May 2, 2022. In the petition signed by Shauna A. Johnson, sole member, the Debtor disclosed up to $1 million in estimated assets and up to $500,000 in estimated liabilities. William A. Rountree, Esq., at Rountree Leitman & Klein LLC is the Debtor's counsel. LATAM AIRLINES: Arnold & Porter Updates on Unsecured Claimants -------------------------------------------------------------- In the Chapter 11 cases of LATAM Airlines Group S.A., et al., the law firm of Arnold & Porter Kaye Scholer LLP submitted a second verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of Unsecured Claimants that it is representing. The Ad Hoc Group is comprised of the following institutions or funds, accounts and entities managed by the following institutions: Avenue Capital Management II, L.P.; Corre Partners Management, LLC; CQS (US), LLC; Hain Capital Group, LLC; HSBC Bank Plc; Invictus Global Management LLC; J.H. Lane Partners, LP; Livello Capital Management LP; and Pentwater Capital Management LP. In or around November and December 2021, members of the Ad Hoc Group retained Arnold & Porter to represent them in their capacities as holders of general unsecured claims against LATAM Airlines Group S.A. and certain of its affiliate entities; holders of LATAM 2024 Bonds; and holders of LATAM 2026 Bonds. Each member of the Ad Hoc Group separately requested that Arnold & Porter represent it in connection with these chapter 11 cases as a holder of claims against the Debtors. On Dec. 29, 2021, Arnold & Porter filed the Verified Statement of Arnold & Porter Kaye Scholer LLP Pursuant to Federal Rule of Bankruptcy Procedure 2019. Since then, the disclosable economic interests in relation to the Debtors held, advised or managed by certain members of the Ad Hoc Group have changed. Accordingly, pursuant to Bankruptcy Rule 2019, Arnold & Porter submitted a Second Verified Statement. As of May 17, 2022, members of the Ad Hoc Group and their disclosable economic interests are: Avenue Capital Management II, L.P. 11 West 42nd Street 9th Floor New York, NY 10036 * LATAM Parent: $17,049,598.00 * Other LATAM Entities: $23,717,900.55 * LATAM 2024 Bonds: $7,550,000.00 * LATAM 2026 Bonds: $500,000.00 Corre Partners Management, LLC 12 East 49th Street 40th Floor New York, NY 10017 * LATAM Parent: $22,817,000.00 * Other LATAM Entities: $21,091,000.00 CQS (US), LLC 152 West 57th Street 40th Floor New York, NY 10019 * LATAM Parent: $20,000,000.00 Hain Capital Group, LLC Meadows Office Complex 301 Route 17 North Rutherford, NJ 07070 * LATAM Parent: $23,780,346.31 * Other LATAM Entities: $1,710,232.76 HSBC Bank Plc 452 Fifth Avenue New York, NY 10018 * LATAM Parent: $12,098,217.00 * LATAM 2024 Bonds: $2,720,500.00 * LATAM 2026 Bonds: $7,383,000.00 Invictus Global Management LLC 310 Comal Street Building A, Suite 229 Austin, TX 78702 * LATAM Parent: $28,376,105.56 * Other LATAM Entities: $15,771,672.75 J.H. Lane Partners, LP 126 East 56th Street Suite 1620 New York, NY 10022 * LATAM Parent: $2,000,000.00 Livello Capital Management LP 1 World Trade Center 85th Floor New York, NY 10007 * LATAM Parent: $5,000,000.00 * Other LATAM Entities: $2,550,000.00 Pentwater Capital Management LP 614 Davis Street Evanston, IL 60201 * LATAM Parent: $126,240,000.00 * LATAM 2024 Bonds: $18,089,000.00 * LATAM 2026 Bonds: $60,271,000.00 * Common Stock: 95,000 shares * Tranche A DIP Commitment: $50,000,000.00 Counsel to the Ad Hoc Group of Unsecured Claimants can be reached at: ARNOLD & PORTER KAYE SCHOLER LLP Michael D. Messersmith, Esq. Sarah Gryll, Esq. 70 West Madison Street, Suite 4200 Chicago, IL 60602 Telephone: (312) 583-2300 Facsimile: (312) 583-2360 E-mail: michael.messersmith@arnoldporter.com sarah.gryll@arnoldporter.com - and - Jeffrey A. Fuisz, Esq. Robert T. Franciscovich, Esq. Madelyn Nicolini, Esq. 250 West 55th Street New York, NY 10019-9710 Telephone: (212) 836-8000 Facsimile: (212) 836-8689 E-mail: jeffrey.fuisz@arnoldporter.com robert.franciscovich@arnoldporter.com madelyn.nicolini@arnoldporter.com A copy of the Rule 2019 filing is available at https://bit.ly/38B8BXj at no extra charge. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LIMETREE BAY: Court Approves Bankruptcy Plan After $62 Million Sale ------------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that a bankrupt unit of Limetree Bay Energy won approval of a plan to liquidate after selling a troubled refinery for $62 million. The Plan, approved after a hearing Wednesday, May 18, 2022, by Judge David R. Jones of the US Bankruptcy Court for the Southern District of Texas, creates a liquidating trust that will distribute the sale proceeds and wind down any remaining assets, including any rights to file lawsuits that weren't transferred in the refinery sale. Limetree Bay Services, which operated a refinery in St. Croix, ceased operations in May 2021. About Limetree Bay Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Texas Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker & Hostetler LLP as bankruptcy counsel, Beckstedt & Kuczynski LLP as special counsel, and GlassRatner Advisory & Capital LLC, doing business as B. Riley Advisory Services, as restructuring advisor. Mark Shapiro of GlassRatner is the Debtors' chief restructuring officer. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. Pachulski Stang Ziehl & Jones, LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. 405 Sentinel, LLC, serves as administrative and collateral agent for the DIP lenders. LIQUIDMETAL TECHNOLOGIES: Incurs $667K Net Loss in First Quarter ---------------------------------------------------------------- Liquidmetal Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $667,000 on $163,000 of total revenue for the three months ended March 31, 2022, compared to a net loss of $691,000 on $72,000 of total revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $34.94 million in total assets, $1.27 million in total liabilities, and $33.67 million in total shareholders' equity. Cash used in operating activities totaled $391,000 and $387,000 for the three months ended March 31, 2022 and 2021, respectively. The cash was primarily used to fund operating expenses related to the Company's business and product development efforts. Cash provided by investing activities totaled $1,025,000 and investing activities totaled $102,000 for the three months ended March 31, 2022 and 2021, respectively. Investing inflows primarily consist of proceeds from the sale of debt securities. Investing outflows primarily consist of purchases of debt securities. Cash provided by financing activities totaled $212,000 for the three months ended March 31, 2022 related to the exercise of its stock options, and $0 for the three months ended March 31, 2021. "We have a relatively limited history of selling bulk amorphous alloy products and components on a mass-production scale. Furthermore, the ability of future contract manufacturers to produce our products in desired quantities and at commercially reasonable prices is uncertain and is dependent on a variety of factors that are outside of our control, including the nature and design of the component, the customer's specifications, and required delivery timelines. These factors have previously required that we engage in equity sales under various stock purchase agreements to support its operations and strategic initiatives," Liquidmetal said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1141240/000143774922012387/lqmt20220331_10q.htm About Liquidmetal Technologies Lake Forest, California-based Liquidmetal Technologies, Inc. -- http://www.liquidmetal.com-- is a materials technology company that develops and commercializes products made from amorphous alloys. The Company's family of alloys consists of a variety of bulk alloys and composites that utilize the advantages offered by amorphous alloys technology. The Company designs, develops and sells products and custom parts from bulk amorphous alloys to customers in a wide range of industries. The Company also partners with third-party manufacturers and licensees to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss of $3.38 million for the year ended Dec. 31, 2021, a net loss of $2.64 million for the year ended Dec. 31, 2020, and a net loss of $7.43 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $35.61 million in total assets, $1.31 million in total liabilities, and $34.29 million in total shareholders' equity. LIQUOR 369: Gets OK to Tap Raskin Shah as Accountant ---------------------------------------------------- Liquor 369 Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Raskin Shah, PA as its accountant. The firm will render these services: (a) assist in the preparation of monthly operating reports during the course of this bankruptcy proceeding; (b) perform general accounting services; (c) prepare federal and state tax returns; (d) assist in the preparation of documents necessary for confirmation; (e) provide accounting advice; and (f) perform other functions as requested by the Debtor. The hourly rates of the firm's professionals are as follows: Staff Accounting/Bookkeeping $110 Accounting and Consulting $175 Attendance and Testimony at Court $35 In addition, the firm will seek reimbursement for expenses incurred. Raskin Shah, CPA, 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: Raskin Shah, CPA Raskin Shah, PA 1760 Cheney Highway Titusville, FL 32780 Telephone: (321) 269-6677 Facsimile: (321) 269-0090 Email: info@raskinshahcpa.com About Liquor 369 Liquor 369 Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-01268) on April 7, 2022, listing as much as $1 million in both assets and liabilities. Nilesh Shastri, president, signed the petition. Judge Grace E. Robson oversees the case. The Debtor tapped Aldo G. Bartolone, Jr., at Bartolone Law, PLLC as legal counsel and Raskin Shah, PA as accountant. LPL HOLDINGS: S&P Alters Outlook to Positive, Affirms 'BB+' ICR --------------------------------------------------------------- S&P Global Ratings revised the outlook on its ratings on LPL Holdings Inc. to positive from stable. At the same time, S&P affirmed its ratings on LPL, including its 'BB+' issuer credit and senior secured debt ratings, and 'BB' senior unsecured rating. Through organic and recruited growth and acquisitions, LPL has increased total client assets to over $1.1 trillion as of March 31, 2022. While still smaller than the largest retail brokerage and wealth management firms in the U.S., S&P believes that such scale further enhances LPL's competitive position compared with other independent brokers because it allows it to better afford investment in its systems and technology, as well as in recruiting financial advisors. S&P said, "We believe LPL's financial management has become less aggressive as financial advisors increasingly value the long-term stability and resilience of their brokerage firm. For example, we expect LPL to remain on the low end of management's target debt to EBITDA leverage, as per its covenant, of 2x-2.75x. Unlike some of its smaller rated peers like Kestra and Advisor Group, LPL self-clears, which exposes it to more credit and market risk, including on its approximately $500 million in margin loans and $30 million of trading assets. While LPL's credit and market risk is relatively low, its capitalization remains a ratings weakness because it has no tangible equity to absorb unexpected losses. S&P said, "Despite negative tangible equity, we believe LPL generates sufficient earnings to absorb expected losses and maintain debt service capacity commensurate with our capital and earnings assessment. While we expect tangible equity to remain negative, despite recent acquisitions it has become less negative because of much lower stock buyback activity and solid earnings. At year-end 2021, total adjusted capital was negative $435 million, less than one year's expected earnings, compared with negative $621 million at year-end 2020. Further, we expect rising short-term interest rates to support strong profitability because it increases revenue on clients' cash balances." S&P said, "Our ratings on LPL reflect its solid, relatively low-risk business, which has a high level of recurring revenue and typically generates strong earnings, as well as its adequate liquidity and modest credit and market risk. Offsetting these strengths are the company's exposure to regulatory and compliance risks, as well as its negative tangible equity to offset its clearing-related risks. Like most retail brokers, LPL's revenue and earnings are also exposed to declines in market values and short-term interest rates. While recent declines in market values are a headwind to asset-based revenues, we expect rising short-term rates to more than offset this. "Our senior secured rating is the same as the issuer credit rating because these bank loans are the most senior debt at the entity. Our rating on the senior unsecured notes is one notch below the issuer credit rating to reflect the high level of priority debt, including the $1 billion senior secured term loan, and our expectation that assets available after priority claims will remain above the amount of unsecured notes. If we expect priority debt to be sustainably below 30% of adjusted assets, we could raise the rating on the senior unsecured notes. "The positive outlook reflects LPL's less aggressive financial management and improved scale, which, if continued, could bolster profitability and stability, and help maintain lower leverage and stronger debt service coverage through market cycles. We expect tangible equity to remain negative and debt to EBITDA leverage, per its covenant calculation, to be about 2x, with no additional debt." Over the next 12 to 24 months, S&P could raise the ratings if it expects: -- The business to continue to perform well despite market volatility, -- The company to continue to build equity, -- Covenant debt to EBITDA leverage to remain near or below 2x with no additional debt, and -- No material deterioration in risk or liquidity. Over the same time horizon, S&P could revise the outlook to stable if it expects: -- Covenant leverage to be over 3x either because of deteriorating market conditions or a return to more aggressive financial management, or -- Excess liquidity to deteriorate. LUCID ENERGY: S&P Affirms 'B' Rating on $310MM Term Loan B Add-On ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating (ICR) on Lucid Energy Group II Borrower LLC and its 'B' issue-level rating on the company's term loan B (TLB). The '3' recovery rating on the TLB indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. Lucid Energy announced a $310 million add-on to its existing $1.5 billion senior secured TLB due in 2028. The company plans to use the proceeds to make a distribution to its sponsors. The company also has in place a five-year $150 million super-priority senior secured revolving credit facility (RCF; not rated), which was undrawn as of Dec. 31, 2021. S&P said, "We believe there is a clear path to Lucid achieving adjusted debt to EBITDA well below 4.0x in 2022, assuming no additional debt-financed distributions. The dividend recapitalization modestly increases adjusted leverage metrics in the near term. We now forecast 2022 adjusted debt to EBITDA of 3.5x-3.7x. That said, we believe the volumetric growth behind the Lucid system will support improved cash flows and volumes in 2022. Lucid has demonstrated a strong record of delivering on guidance and bringing online additional processing capacity in a timely manner, which somewhat offsets this risk. "We expect Lucid will bring online two processing plants in the second half of 2022 to meet growing volume demand. Lucid's current volume flows are approximately 1,200 million cubic feet per day (mmcf/d), supported by a highly accretive counterparty base. Red Hills VI (Lea County) is a 230-mmcf/d processing plant that is expected to be online in the third quarter of 2022; Road Runner II (Eddy County) is a 230-mmcf/d plant that is expected to be online in the fourth quarter of 2022. By yearend, we expect the Lucid system could be at or near full utilization, with flows in the 1,500-1,600 mmcf/d range. "We now forecast Lucid could achieve an adjusted EBITDA base of $480 million-$510 million in 2022 and an adjusted debt-to-EBTIDA ratio of 3.5x-3.7x. Furthermore, we expect the company will produce free operating cash flow of $210 million-$220 million in 2022. Lucid's asset footprint is in Eddy and Lea counties, New Mexico, in the Northern Delaware Basin, which continues to demonstrate strong volumetric potential. More than 75% of Lucid's 2021 volumes are produced by investment-grade counterparties including EOG Resources Inc., Devon Energy Corp., EXXON Corp., and ConocoPhillips, which combine for approximately 70% of volumes for 2021. "The positive outlook reflects our view that despite the slightly elevated leverage from the dividend recapitalization, we expect increasing cash flows and volumes through 2022. Our forecast assumes Lucid will achieve an adjusted debt-to-EBITDA ratio below 4.0x in 2022, which could happen in the second half of the year. "We could revise the outlook to stable if we expect the company to pursue a more aggressive financial policy such that adjusted debt to EBITDA was sustained above 5.0x. This could occur due to further debt-financed transactions or lower-than-expected volumes. "We could consider raising the rating if Lucid realizes improved cash flows and demonstrates a track record of sustaining adjusted leverage well below 4.0x. This could occur if the company continues to operate well and does not make additional debt-financed distributions." ESG credit indicators: E-3 S-2 G-3 Environmental factors are a moderately negative consideration in our credit rating analysis for Lucid. As a natural gas gathering and processing operator in the Delaware Basin, Lucid faces multiple risks relating to climate change, including volume declines from the energy transition. With about half of its dedicated acreage on federal land, regulatory risk associated with environmental trends are higher compared with those of the peer group. Governance factors are also a moderately negative consideration because Lucid is owned and controlled by Riverstone and a division of The Goldman Sachs Group Inc. We think financial sponsors are more likely to hold these companies for shorter time frames and prioritize the interests of the controlling owners when compared with strategic owners. MALLINCKRODT PLC: Noteholders Insist on $94M Make-Whole Payment --------------------------------------------------------------- Rick Archer of Law360 reports that a group of Mallinckrodt noteholders has asked a Delaware federal judge to overrule a bankruptcy judge's finding that they weren't owed a $94 million payment due to the drugmaker's Chapter 11, saying the judge's determination that they were fully compensated was wrong. In an appeals brief filed on Tuesday, May 17, 2022, the ad hoc first-lien noteholders group said U.S. Bankruptcy Judge John T. Dorsey was incorrect to find that because their notes are being reinstated in full, the noteholders were not impaired by Mallinckrodt's Chapter 11 plan, despite not getting a make-whole payment that the group says they have a contractual right. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. The official committee of unsecured creditors retained Cooley, LLP as its legal counsel; Robinson & Cole, LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid-related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld, LLP as its lead counsel; Cole Schotz as Delaware co-counsel; Province, Inc. as financial advisor; and Jefferies, LLC as investment banker. MANTECH INTERNATIONAL: S&P Places 'BB+' ICR on Watch Negative ------------------------------------------------------------- S&P Global Ratings placed its ratings on Herndon, Va.-based government services provider ManTech International Corp., including its 'BB+' issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement reflects the likelihood that S&P may lower its issuer credit rating on ManTech by at least one notch following the close of the transaction because it believes Carlyle will utilize debt in its pro forma capital structure, subsequently increasing ManTech's leverage. S&P said, "The negative CreditWatch placement reflects the possibility that we could lower our ratings on ManTech after Carlyle's acquisition closes because we believe it will utilize debt in its pro forma capital structure. This would lead to an increase in ManTech's leverage. ManTech's S&P Global Ratings'-adjusted leverage was 1.1x as of Dec. 31, 2021. We expect to reassess our ratings on ManTech once more information is available. We expect the transaction to close in the second half of 2022. "We expect to resolve the CreditWatch placement when the transaction closes, or when we expect it is sufficiently certain to occur, at which time we could lower the ratings on ManTech by at least one notch. Alternatively, we would reassess our ratings on ManTech if the transaction fails to close, most likely causing us to affirm the current ratings and assign a stable outlook." MATHESON PORTAL: USPS Trucker Enters Chapter 11 Bankruptcy ---------------------------------------------------------- Clarissa Hawes of Freight Waves reports that a California-based trucking and logistics company, which contracts with the U.S. Postal Service to haul mail, recently filed for Chapter 11 bankruptcy. Family-owned Matheson Postal Services Inc. of Sacramento, filed its petition in the U.S. Bankruptcy Court for the Eastern District of California on May 5, 2022. The company's terminal handling services division, Matheson Flight Extenders, also filed for bankruptcy protection on the same day. The filing lists both its assets and liabilities as between $10 million and $50 million. The 60-year-old trucking and logistics company states that it has up to 5,000 creditors and maintains that funds will be available for distribution to unsecured creditors once it pays administrative fees. The company was founded by Robert and Carole Matheson in 1962 and is a transportation and logistics provider for the Postal Service and other commercial carriers. According to the Federal Motor Carrier Safety Administration's SAFER database, the trucking company has 248 power units and 383 truck drivers. In November 2021, Matheson filed an appeal with the Postal Service Board of Contract Appeals (PSBCA). Recently, Rooney Trucking, headquartered in Polo, Missouri, which also contracted with the Postal Service to haul mail, filed an appeal with the PSBCA. That family-owned carrier, which had 37 drivers and 66 power units, ceased operations and filed for Chapter 7 bankruptcy. Some mail contractors have struggled to stay afloat since the Postal Service announced it was revamping its $6.6 billion contract program with private trucking fleets in 2019. The program, known as Dynamic Route Optimization, changed the way private carriers were paid -- switching from contract rates to paying trucking companies on a mileage basis. This led to consolidation among mail hauling companies that could service a larger region and squeezed out some of the smaller private contractors in the industry. Matheson's largest unsecured creditor is Porter Billing Services of Birmingham, Alabama, owed more than $1.4 million. The filing also lists Comdata Mastercard Program of Covington, Louisiana, owed more than $162,000, and Penske Truck Leasing of Philadelphia, owed more than $156,000. About Matheson Postal Services Matheson Postal Services Inc. -- https://mathesoninc.com/ -- is a California-based trucking and logistics company, which contracts with the U.S. Postal Service to haul mail. Matheson Postal Services Inc. sought Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 22-21149) on May 5, 2022. In the petition filed by Charles Mellor, as chief restructuring officer, Matheson Postal Services Inc. listed estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. Gregory Nuli, of Nuli Hart LLP, is the Debtor's counsel. MEGNA BELL: Plan and Disclosure Statement Due June 17 ----------------------------------------------------- Judge Victoria S. Kaufman has entered an amended order setting a deadline for Megna Bell Gardens Office Complex, Inc., to file a plan and a disclosure statement. According to the order, Megna Bell must file a proposed Chapter 11 Plan and related Disclosure Statement no later than June 17, 2022. The Court will hold a continued Chapter 11 status conference on July 7, 2022 at 1:00 p.m. The Debtor or any appointed chapter 11 trustee must file a status report, to be served on the Debtor's 20 largest unsecured creditors, all secured creditors, and the United States trustee, no later than June 23, 2022. About Megna Bell Gardens Office Complex Megna Bell Gardens Office Complex, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10170) on Feb. 14, 2022, listing as much as $1 million in both assets and liabilities. Mark T. Young, Esq., at Donahoe Young & Williams, LLP, serves as the Debtor's legal counsel. MGA MANAGEMENT: Seeks to Hire Joseph J. D'Agostino as Counsel ------------------------------------------------------------- MGA Management, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Joseph J. D'Agostino, Jr., LLC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its rights, duties and powers in operating and managing its affairs; (b) advise and assist the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; (c) review and advise the Debtor regarding the validity of liens asserted against property of the Debtor; (d) advise the Debtor as to actions to collect and recover property for the benefit of the Debtor's estate; (e) prepare on behalf of the Debtor necessary legal papers; (f) counsel the Debtor in connection with all aspects of a plan of reorganization and related documents; and (g) perform all other legal services for the Debtor which may be necessary in this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Joseph J. D'Agostino, Jr. $350 Support Staff $150 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $10,000 from the Debtor. Mr. D'Agostino 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: Joseph J. D'Agostino, Jr., Esq. Joseph J. D'Agostino, Jr., LLC 1062 Barnes Road Wallingford, CT 06492 Telephone: (203) 265-5222 Facsimile: (203) 774-1269 Email: joseph@lawjjd.com About MGA Management MGA Management, LLC is the fee simple owner of a real property located in Hartford, Connecticut having a current value of $3 million. MGA Management sought Chapter 11 protection (Bankr. D. Conn. Case No. 22-20315) on May 9, 2022. In the petition signed by Michael Ancona, member, the Debtor listed $3,041,461 in total assets and $1,452,000 in total liabilities. Judge James J. Tancredi oversees the case. Joseph J. D'Agostino, Jr., Esq., serves as the Debtor's counsel. MGAE INC: Seeks Interim Cash Collateral Access Thru July 31 ----------------------------------------------------------- MGA Management, LLC asks the U.S. Bankruptcy Court for the District of Connecticut for authority to use cash collateral on an interim basis from June 1 through July 31, 2022, or until the hearing to consider the request on a final basis, and to provide adequate protection to its secured creditors. The Debtor is obligated under: a. A Promissory Note to SECURITY PLUS FEDERAL CREDIT UNION dated November 5, 2019 in the amount of $1,600,000; and b. A Promissory Note to CIO MW LOAN 1, LLC date June 17, 2014 in the amount of $350,000. The Banks possess valid duly perfected security interest in, inter alia, the rents generated from the real property, and all funds received by the Debtor constitute cash collateral within the purview of Section 363 of the Bankruptcy Code. The Debtor seeks to use cash collateral to maintain and operate its business, including, but not limited to paying expenses for payroll, overhead, tax escrow payments, insurance payments and other miscellaneous maintenance and ordinary course of business fees and expenses. The Debtor anticipated that it will require the use of approximately $88,074 of cash collateral for the 59-day period for such purposes through the date of the hearing (projected to be on June 2, 2022) on the final order for use of cash collateral. As adequate protection, the Debtor proposes to provide secured creditors with replacement liens on all accounts receivable generated by the business after the filing of the petition pursuant to 11 U.S.C. Section 361(2) to the extent of any diminution in value of the respective interests to the extent such interests are determined to be valid and perfected interests in the cash collateral and to the extent of such cash collateral is in fact used and make monthly Adequate Protection Payments to it. The Debtor also requests a hearing on the matter on June 2 or any time the Court deems reasonable after May 22. A copy of the order is available at https://bit.ly/39VXaJZ from PacerMonitor.com. About MGAE, Inc. MGAE, Inc. owns a real property in Hartford, Connecticut, having a current value of $4.55 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 22-20316) on May 9, 2022. In the petition signed by Michael Ancona, principal, the Debtor disclosed $4,839,000 in assets and $1,950,000 in liabilities. Judge James J. Tancredi oversees the case. Joseph J. D'Agostino, Jr., LLC, is the Debtor's counsel. MGAE INC: Seeks to Hire Joseph J. D'Agostino as Legal Counsel ------------------------------------------------------------- MGAE, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Joseph J. D'Agostino, Jr., LLC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its rights, duties and powers in operating and managing its affairs; (b) advise and assist the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; (c) review and advise the Debtor regarding the validity of liens asserted against property of the Debtor; (d) advise the Debtor as to actions to collect and recover property for the benefit of the Debtor's estate; (e) prepare on behalf of the Debtor necessary legal papers; (f) counsel the Debtor in connection with all aspects of a plan of reorganization and related documents; and (g) perform all other legal services for the Debtor which may be necessary in this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Joseph J. D'Agostino, Jr. $350 Support Staff $150 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $10,000 from the Debtor. Mr. D'Agostino 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: Joseph J. D'Agostino, Jr., Esq. Joseph J. D'Agostino, Jr., LLC 1062 Barnes Road Wallingford, CT 06492 Telephone: (203) 265-5222 Facsimile: (203) 774-1269 Email: joseph@lawjjd.com About MGAE Inc. MGAE Inc. is engaged in activities related to real estate. The Debtor owns a real property in Hartford, Connecticut having a current value of $4.55 million. MGAE sought Chapter 11 protection (Bankr. D. Conn. Case No. 22-20316) on May 9, 2022. In the petition signed by Michael Ancona, principal, the Debtor listed $4,839,000 in total assets and $1,950,000 in total liabilities. Judge James J. Tancredi oversees the case. Joseph J. D'Agostino, Jr., Esq., serves as the Debtor's counsel. MORROW GA INVESTORS: Unsecureds to Get 100% in Skymark Plan ----------------------------------------------------------- Skymark Properties III, LLC (the "Plan Proponent") filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Disclosure Statement in connection with Plan of Reorganization for debtor Morrow GA Investors, LLC dated May 16, 2022. The Debtor owns the Real Property, which is a commercial office building that has a number of commercial tenants. The Real Property is Debtor's sole income producing asset. On the Petition Date, the Debtor was managed by Payem Katebian ("Payem"), and the management ofits sole asset, real estate commonly known as 1590 Adamson Parkway, Morrow, Georgia (the "Real Property"), was contracted to Colliers International. On the Petition Date, the Debtor was allegedly owned by Davood Jafari ("Jafari"), Payem's friend. Jafari will continue to own all of the Debtor's member interests after confirmation of the Plan; however, Jafari will not receive any payment or distribution on account of Debtor's member interests until after all operating expenses, Administrative, Priority, Class I, Class II, and Class III Claims have been indefensibly paid. The Debtor no longer is a debtor-in-possession of its assets. The Plan Proponent seeks to reorganize the Debtor's assets and business in this Chapter 11 proceeding pursuant to procedures. Class I consists of the Claims of 1590 Adamson, LLC. Lender asserts that the Debtor owes it $4,698,270.21. The Reorganized Debtor will pay Lender's Secured Claim over five-years, with a balloon payment due on the 60th month, with interest at the Lender's Interest Rate, where the monthly payment of principal and interest shall be the lesser of the Monthly Payment or the Interest Only Payment. However, until such time as Lender's Claim is Allowed (which is anticipated to be when a Final Order is entered by an arbitrator in arbitration following dismissal of Greenlake from the Lawsuit), the Plan Trustee shall pay the monthly payments into the Class I Escrow, which aggregate amount shall be either (1) released to Lender to the extent of Lender's Allowed Secured Claim when Allowed or (2) if Lender's Claim is Disallowed, used to satisfy all other Claims in order of priority. Class II consists of all Allowed Claims of Unsecured Creditors, except those Unsecured Creditors in Class III and Class IV. Class II Unsecured Creditors will receive 100% of their Allowed Claims without interest, which shall be paid, in the discretion of the Chapter 11 Trustee, either (i) in the ordinary course of business, (ii) in equal installments without interest over a 12 month period beginning 60 days after the Effective Date, or (iii) as otherwise agreed between the Holder of the Class II Claim and the Chapter 11 Trustee or Plan Trustee, as applicable. Class III consists of the Allowed Unsecured Claims of the Plan Proponent and Lender. The Class III Claims, which aggregate in excess of $75 million, shall receive, without interest, and up to the face amount of their Allowed Claims either (i) if Lender’s Claim is wholly disallowed, then the Plan Proponent shall have the option to either (a) receive the Real Property and the balance of the Class I Escrow after satisfaction of all Administrative, Priority, and Class II Claims or (b) cause the Plan Trustee to stabilize and sell the Real Property and tender the net proceeds to the sale and the Class I Escrow, after satisfaction ofall Administrative, Priority, and Class II Claims, to the Plan Proponents; or (ii) if Lender and the Plan Proponent each have a Class III Claim, then the Plan Trustee shall stabilize and sell the Real Property and tender the net proceeds of the sale to the Class I Escrow, after satisfaction of all Administrative, Priority, and Class II Claims, to the Class I Claim on a Pro-Rata basis. Class IV consists of Unsecured Claim of Insiders including, without limitation, Flemington's Claims. The Debtor's Schedules indicate that Flemington holds a Class IV Claim in the amount of $500,000.00. Flemington has not filed a proof of claim or made an appearance in this Case as of the date of this Disclosure Statement. Class IV Claims shall be paid, if Allowed, without interest, from any monies remaining after the full and indefeasible payment ofall post-confirmation operating expenses, Administrative Claims, Priority Claims, Class I Claims, Class II Claims, and Class III Claims. It is not anticipated that Class IV Claims will receive a distribution. Class V consists of all Allowed Interests. There is currently, a single member of this class: Jafari. The Holders of Class V Interests are treated in the alternative: (i) if each Class ofU nsecured Creditors votes to accept the Plan, then the Holders of Class V Interests retain their equity Interests in the Debtor, or (ii) if a Class of Unsecured Creditors votes against the Plan, then the Holders of Class V Interests shall retain their Interests while the Debtor is wound down and liquidated by the Plan Trustee. The Plan Proponent intends the Debtor to continue in business by reorganizing its operations and debt structure. In particular and consistent with the Plan, the Plan Proponent anticipates restructuring the Debtor's operations to reduce the payments due on the obligations owed to Lender (as finally determined). It is further anticipated that upon stabilization of the Real Property, the Plan Trustee will market and sell the Real Property. A full-text copy of the Disclosure Statement dated May 16, 2022, is available at https://bit.ly/3wrR1OF from PacerMonitor.com at no charge. Attorneys for Plan Proponent: SCHAFER AND WEINER, PLLC MICHAELE. BAUM (MI P29446) JOHN STOCKDALE, JR. (MI P71561) 40950 Woodward Ave., Ste. 100 Bloomfield Hills, MI 48304 248-540-3 340 mbaum@schaferandweiner.com ROUNTREE, LEITMAN & KLEIN, LLC WILLIAM A. ROUNTREE Ga, Bar No. 616503 Century Plaza I Clairmont Rd., Suite 175 Atlanta, GA 303209 404-584-1238 wrountree@rlklawfirm.com About Morrow GA Investors LLC Morrow GA Investors, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a real property located at 1590 Adamson Parkway, Morrow, Ga., having an appraised value of $5.5 million. Morrow GA Investors filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 21-55706) on July 31, 2021, listing $5,502,000 in total assets and $2,698,079 in total liabilities. Judge James R. Sacca oversees the case. Limbocker Law Firm serves as the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed Tamara Miles Ogier as trustee in this Chapter 11 case. The bankruptcy trustee tapped Ogier, Rothschild & Rosenfeld PC as bankruptcy counsel, Wiles & Wiles LLP as special counsel, and Stonebridge Accounting & Forensics LLC as accountant. MURPHY OIL: S&P Affirms 'BB' ICR, Outlook Positive -------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Murphy Oil Corp. and positive outlook. S&P said, "The positive outlook reflects our expectation the company will generate significant free cash flow in the second half of 2022 and into 2023, with a potential upgrade tied to the company using the majority of this cash flow for debt reduction. "The ratings affirmation reflects our estimates for improved free cash flow and credit measures, and our expectation that the company will use the free cash flow for long-term debt repayment. "Based on our recently revised oil and natural gas prices, we now estimate Murphy will generate about $700 million of discretionary cash flow in 2022 and $1 billion in 2023, which we expect it will use primarily to pay down debt." The company raised its debt-reduction target for 2022 to $600 million-$650 million versus the original target of $300 million, and expects to achieve up to $1.4 billion in total debt reduction by year-end 2023. Year-to-date, the company has paid down $300 million of long-term debt." The company has achieved first oil from its multiyear development project in the Gulf of Mexico (GOM). On April 12, Murphy Oil announced it achieved first oil from the Khaleesi, Mormont, and Samurai fields in the Gulf of Mexico through its King's Quay floating production system. The company has completed two wells, with the remaining five wells likely to be completed over the remainder of 2022 and into early 2023. S&P said, "We expect net production from this project to reach approximately 25 barrels of oil equivalent per day (boe/d) by mid-2023. Following completion of the project, we expect capital expenditures (capex) to subside, freeing up more cash for debt repayment." S&P anticipates limited shareholder rewards, aside from a modest dividend, until the company achieves its debt-reduction goals. The company has consistently made its policy clear to deliver on debt reduction before returning substantial cash to shareholders. S&P said, "That said, we anticipate modest future dividend increases as a result of stronger free cash flow. In our view, absolute debt reduction is key to helping the company better withstand future commodity price volatility related to supply/demand fundamentals and the energy transition. Finally, while the company does have an acquisition-heavy history, we would anticipate any future acquisitions to be financed in a financially prudent manner." S&P said, "The positive outlook on Murphy Oil reflects our view that higher commodity prices, production growth, and future debt reduction should improve the company's free cash flow profile, enabling it to pay down long-term debt and better withstand commodity price volatility. We estimate the company will improve funds from operations (FFO) to debt to the mid-50% area over the next year, while significantly improving its free cash flow profile as it completes its GOM projects. We expect the company to use the majority of this cash flow to pay down debt, before meaningfully increase shareholder returns. "We could revise the outlook to stable if we expect the company's credit ratios to weaken such that FFO to debt declines below 30% and debt to EBITDA rises above 3x on a sustained basis. This would most likely occur if commodity prices fall below our expectations and the company does not reduce capital spending, or if it makes a cash-financed acquisition that does not add to near-term cash flows. "We could raise the rating on Murphy Oil over the next 12 months if the company continues to make progress toward its debt-reduction goals and fully completes its GOM projects, while maintaining FFO to debt of about 45% and debt to EBITDA of about 2x on a sustained basis. Additionally, we would expect the company to finance any potential acquisitions in a financially prudent manner." ESG credit indicators: E-4, S-3, G-2 S&P said, "Environmental factors are a negative consideration in our rating analysis on Murphy Oil Corp. 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, Murphy Oil faces higher environmental risks than that of onshore producers due to the greater susceptibility of offshore production to interruption and damage from hurricanes. Additionally, social factors are moderately negative as offshore operations are more subject to fatal accidents given the inherent risks of operating oil rigs and platforms, which involve air and water transportation of personnel, among other activities that could be life-threatening without proper care." MUSCLE MAKER: Incurs $1.9 Million Net Loss in First Quarter ----------------------------------------------------------- Muscle Maker, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.89 million on $2.92 million of total revenues for the three months ended March 31, 2022, compared to a net loss of $3.71 million on $1.33 million of total revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $29.89 million in total assets, $7.33 million in total liabilities, and $22.56 million in total stockholders' equity. The Company's primary source of liquidity is cash on hand. As of March 31, 2022, the Company had a cash balance, a working capital surplus and an accumulated deficit of $14,771,220, $13,440,545, and $73,270,926, respectively. During the quarter ended March 31, 2022, the Company incurred a pre-tax net loss of $1,886,079 and net cash used in operations of $930,089. The Company believes that its existing cash on hand and future cash flows from franchise operations, will be sufficient to fund operations, anticipated capital expenditures and repayment obligations over the next twelve months. Management Commentary Michael Roper, CEO of Muscle Maker, Inc., commented, "The recently posted Q1 2022 financial results show an increase of 128% in restaurant sales revenue growth and an increase of 54% in franchise royalties and fees when compared to Q1 2021. Not only have we experienced a top line revenue increase when comparing Q1 2022 to Q1 2021, but we are also seeing our operating metrics improve when comparing Q1 2022 to Q1 2021 even with the rise in inflationary costs related to labor, food/paper and services. We are seeing improvements in our operating expenses when comparing Q1 2022 to Q1 2021 across all major categories, as a percentage of restaurant sales: * Food/paper costs improved by 4.7% * Labor costs improved by 24.1% * Rent improved by 9.1% * Other operating expenses improved by 5.7% "In addition, our overall selling, general and administrative cost improved by 55.3% when comparing Q1 2022 to Q1 2021 even after integrating our acquisitions of Pokemoto and Superfit Foods in 2021." Roper continued, "We are very excited to finally be able to fully execute against our growth strategy while maintaining a strong liquidity position. Pokemoto has 37 franchise or development agreements sold but not yet open. Several of these locations will be entering our hands-on training program this month. It's one thing to sell franchise agreements which helps our overall cash flow, it's even more important to get these locations open which drives high margin franchise royalty fee revenue into the system. While we execute our franchising growth strategy with Pokemoto, we have been able to maintain a strong liquidity position which allows us to open additional corporately owned Pokemoto locations. We currently have corporate locations under construction in Philadelphia, PA and Jacksonville, FL and are reviewing several of our current military base locations for the potential to add Pokemoto or to convert to Pokemoto. As of March 31, 2022, Muscle Maker, Inc. had a cash balance exceeding $14 million." "While we focus our growth strategy on Pokemoto, we are sharpening our pencils with the goal of reducing costs in the Muscle Maker Grill restaurant division while exploring opportunities to co-brand Muscle Maker Grill with Pokemoto locations or fully convert Muscle Maker Grill locations over to Pokemoto, where applicable. We recently converted our Fort Meade location to Pokemoto and are extremely pleased with the sales results so far. In addition, our SuperFit Foods division is in the process of redesigning the website and software to enhance the user experience and increase efficiency, expanding pick-up cooler locations and broadening the menu with new options. Our intent is to relaunch the SuperFit Foods website and ordering software with new features in Q3." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1701756/000149315222012934/form10-q.htm About Muscle Maker Headquartered in League City, Texas, Muscle Maker is the parent company of "healthier for you" brands delivering food options to consumers through traditional and non-traditional locations such as military bases, universities, ghost kitchens, delivery and direct to consumer ready-made meal prep options. Brands include Muscle Maker Grill restaurants, Pokemoto Hawaiian Poke, SuperFit Foods meal prep and multiple ghost kitchen brands such as Meal Plan AF, Wrap it up Wraps, Bowls Deep, Burger Joe's, MMG Smoothies, Mr. Tea's House of Boba, Gourmet Sandwich Co and Salad Vibes. Muscle Maker reported a net loss of $8.18 million for the year ended Dec. 31, 2021, a net loss of $10.10 million for the year ended Dec. 31, 2020, and a net loss of $28.39 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $29.43 million in total assets, $5.04 million in total liabilities, and $24.39 million in total stockholders' equity. NECESSITY RETAIL: S&P Affirms 'BB' ICR, Outlook Negative -------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on The Necessity Retail REIT (RTL) and its 'BB+' issue-level rating with a '2' recovery rating, and removed them from CreditWatch negative, where S&P placed them on Dec. 20, 2021. The issue-level rating is one notch higher than the issuer credit rating because of its expectations for substantial (70%-90%, rounded estimate: 85%) recovery under a hypothetical default scenario. The negative outlook reflects S&P's belief that RTL's credit protection measures may remain under pressure over the next year if the company fails to execute deleveraging objectives, including anticipated asset sales or equity issuance. S&P said, "The negative outlook reflects the possibility that we could lower our ratings on RTL if it doesn't achieve stated deleveraging objectives in 2022. In the first quarter of 2022, RTL financed the first tranche of acquisitions ($801 million) with a combination of cash on the balance sheet (which we net against debt), proceeds from an office property sale ($261 million), borrowings under the revolving credit facility, assumed mortgages, and the issuance of some common stock (around $50 million). As a result, trailing-12-month debt to EBITDA increased to 11.5x for the quarter ended March 31, 2022, from 10.7x the prior year and 9.6x the prior quarter, when the balance sheet improved after repaying debt. The company has laid out a plan to finance this and future phases of the portfolio transaction with a combination of assets held for sale ($250 million as of first quarter), opportunistic equity issuance (no set amount), and leasing initiatives (13 recently acquired assets have strong leasing potential per management). "Given this plan, we see a path for RTL to deleverage in 2022, especially as acquired properties contribute EBITDA (we calculate our metrics on a trailing-12-month basis). However, this is highly contingent on management's commitment to deleveraging over portfolio growth as our forecast incorporates no additional property acquisitions this year (unless financed in a 100% leverage neutral manner) for debt to EBITDA to improve. At this time, we are uncertain if the company will reduce leverage within the required timeframe, which could lead us to believe its financial policy is more aggressive." While the transaction has improved portfolio diversification and scale, occupancy and overall market quality remains somewhat weaker than peers. Pro forma for the transaction ($1.3 billion at a 7.19% cash cap rate), RTL owns and operates a $5.2 billion (at cost) portfolio of assets, consisting of 1,054 properties with an overall portfolio occupancy of 91.5% (executed occupancy is slightly higher at 91.8%). The retail portfolio mix has also evolved and will consist of 48% single-tenant (81% retail, 17% industrial, and 1% office) and 52% multi-tenant properties (53% power anchors, 25% anchored centers, and 22% grocery anchored). S&P said, "We view the company's increasing exposure to the Sunbelt markets favorably (approximately 57% of pro forma SLR, up from 39.4% in the fourth quarter of 2021). Top 10 tenant concentration (29.7% of pro forma SLR, down from 38.6% in the fourth quarter) has also declined with the percentage of investment-grade rated tenants remaining high (49.1% for the total portfolio including 53.8% for single-tenant properties and 42.7% for multi-tenant) which partially offsets weaker operating metrics. However, we still view RTL's shopping centers as lower quality compared with higher rated peers, with weaker demographics and property performance. Moreover, occupancy at multi-tenant and single-tenant net-leased properties remain below average relative to rated strip center and net-leased peers despite some improvement over the past year. That said, we expect RTL to focus on leasing initiatives at existing properties instead of external growth over the next year, supporting better internal growth. "Inflation has increased materially in recent quarters, which could erode consumer spending power and slow leasing momentum for its tenants. We believe there could be some natural retailer fallout as consumers rationalize spending and consume less in response to sustained inflation. The odds of a recession have also increased in recent months, which could hurt retailer fundamentals as some are still recovering from the pandemic (such as restaurants), while others are rolling out omnichannel initiatives in response to e-commerce headwinds. "The negative outlook reflects our belief that RTL's credit protection measures may not be within our threshold for the current rating over the next year, with S&P Global Ratings'-adjusted debt to EBITDA remaining above 9.5x and FCC deteriorating below 1.7x, perhaps because it fails to execute anticipated asset sales/equity issuance and/or additional debt funded acquisitions. It also reflects the chance that we could lower our rating on RTL should operating performance deteriorate and compare unfavorably to peers, perhaps from an inability to executed on leasing objectives at multi-tenant properties." S&P could lower the rating if: -- RTL does not execute deleveraging objectives, such that FCC declines below 1.7x with adjusted debt to EBITDA remaining above 9.5x for a sustained period; or -- Operating performance deteriorates and compares unfavorably with key rated peers, with material declines in occupancy and tenant credit quality and an inability to execute leasing initiatives at multi-tenant properties. S&P could lower its issue-level rating if RTL incurs additional property-level debt or property valuations decline such that recovery prospects for unsecured bondholders decline below 70% under our hypothetical stressed scenario. S&P could revise the outlook to stable if: -- RTL successfully executes its deleveraging plan within the next year, with adjusted debt to EBITDA declining and expected to remain below 9.5x with FCC above 1.7x; and -- RTL maintains or improves its tenant credit quality while improving portfolio occupancy and multi-tenant property performance with positive leasing and re-leasing spreads. ESG credit indicators: E-2, S-2, G-2 NORTHWEST SENIOR: May Tap $2MM of UMB Bank's DIP Loan ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Northwest Senior Housing Corporation and debtor-affiliates to use cash collateral on an interim basis and obtain postpetition financing. The Debtors have requested UMB Bank, NA to provide the Initial DIP Loans up to an aggregate amount of $2,000,000, which funds will be used by the Debtors solely to the extent provided in the Budget. At the expiration of the Interim Order, the DIP Lender, subject to entry of the Final Order in a form acceptable to the DIP Lender, will continue to advance funds through additional DIP loans, up to an aggregate amount of up to $10,100,000. The DIP Lender has provided the Initial DIP Loans, subject to the terms and conditions of the First Interim Order, including the provisions of the Interim Order providing that the PostPetition Liens and the various claims, superpriority claims and other protections granted pursuant to the Interim Order will not be affected by any subsequent reversal or modification of the Interim Order or any other order, as provided in section 364(e) of the Bankruptcy Code. The Debtors admit, stipulate, and agree they are obligated to UMB Bank for the benefit of the beneficial holders of the tax-exempt Bonds, authorized and issued by the Tarrant County Cultural Education Facilities Finance Corporation, including: (i) the Retirement Facility Revenue Bonds (Northwest Senior Housing Corporation - Edgemere Project) Series 2015A in the original aggregate principal amount of $53,600,000 and the Retirement Facility Revenue Bonds (Northwest Senior Housing Corporation - Edgemere Project) Series 2015B in the original aggregate principal amount of $40,590,000, issued pursuant to that certain Indenture of Trust, dated as of May 1, 2015, by and between the Issuer and The Bank of New York Mellon Trust Company, National Association, as the prior bond trustee, and (ii) the Retirement Facility Revenue Bonds (Northwest Senior Housing Corporation - Edgemere Project), Series 2017 in the original aggregate principal amount of $21,685,000, issued pursuant to the Indenture of Trust, dated as of March 1, 2017, by and between the Issuer and the Prior Bond Trustee. As of petition date, the amounts due and owing by NSHC with respect to the Bonds and the obligations under the Bond Documents are: a. Unpaid principal on the Bonds in the amount of $109,185,000; b. Accrued but unpaid interest on the Bonds in the amount of $2,543,919 as of April 13, 2022; and c. unliquidated, accrued and unpaid fees and expenses of UMB Bank and its professionals incurred through the Petition Date. Such amounts, when liquidated, will be added to the aggregate amount of the Bond Claim. As adequate protection, UMB Bank is granted valid, binding, enforceable and perfected additional and replacement mortgages, pledges, liens and security interests in all Post-Petition Collateral and the proceeds, rents, products and profits therefrom, whether acquired or arising before or after the Petition Date. As additional adequate protection, the Bank will have a valid, perfected and enforceable continuing supplemental lien on, and security interest in, all of the assets of the Debtors of any kind or nature whatsoever within the meaning of section 541 of the Bankruptcy Code. As additional adequate protection, the Bank will receive a superpriority expense claim allowed under section 507(b) of the Bankruptcy Code against all assets of the Debtors' estate. A final hearing on the matter is scheduled for May 26, 2022 at 9:30 a.m. A copy of the order is available at https://bit.ly/3FNJyfE from PacerMonitor.com. About Northwest Senior Housing Northwest Senior Housing Corporation d/b/a Edgemere is a Texas nonprofit corporation and is exempt from federal income taxation as a charitable organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Northwest Senior Housing Corporation was formed for the purpose of developing, owning and operating a senior living community now known as Edgemere. Northwest Senior Housing Corporation, et al. sought Chapter 11 bankruptcy protection (Bankr. Tx. Case No. 22-30659) on April 14, 2022. The petitions were signed by Nick Harshfield, treasurer. Northwest Senior estimated assets and liabilities between $100 million to $500 million and $100 million to $500 million each. Polsinelli PC serves as the Debtors' bankruptcy counsel. FTI Consulting Inc. is the Debtors' business advisor. Kurtzman Carson Consultants LLC is the Debtors' notice, claims and balloting agent as well as administrative advisor. NORTHWEST SENIOR: Taps Gray Robinson as Board of Directors' Counsel ------------------------------------------------------------------- Northwest Senior Housing Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Gray Robinson, P.A. as special counsel to the Board of Directors. The Board of Directors requires a special counsel to discharge its fiduciary duties as governing body of the Debtors and to facilitate a successful reorganization through a recapitalization of the Debtors. Gray Robinson's services do not include advice on tax and regulatory matters. The rates charged by the firm range from $450 to $975 per hour for shareholders, $195 to $325 per hour for associates, and $95 to $210 per hour for paraprofessionals. In addition, the firm will seek reimbursement for out-of-pocket expenses. Steven Solomon, Esq., a partner at Gray Robinson, 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: Steven J. Solomon, Esq. Gray Robinson, P.A. 333 S.E. 2nd Avenue, Suite 3200 Miami, FL 33131 Office: (305) 416-6880 Direct: (305) 913-0367 Fax: (305) 416-6887 Email: steven.solomon@gray-robinson.com About Northwest Senior Housing Corp. Northwest Senior Housing Corporation, doing business as Edgemere, is a Texas non-profit corporation and is exempt from federal income taxation as a charitable organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Northwest Senior Housing Corporation was formed for the purpose of developing, owning and operating a senior living community now known as Edgemere. Northwest Senior Housing Corporation and its affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 22-30659) on April 14, 2022. The petitions were signed by Nick Harshfield, treasurer. At the time of the filing, Northwest Senior Housing listed $100 million to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal counsel and business advisor, respectively. Kurtzman Carson Consultants, LLC is the Debtors' notice, claims and balloting agent and administrative advisor. NOVABAY PHARMACEUTICALS: All 3 Proposals Passed at Annual Meeting ----------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. held its 2022 Annual Meeting at which the Company's stockholders: (1) elected Paul E. Freiman and Swan Sit as Class III directors nominated by the Company's Board of Directors to hold office for a term of three years and until their respective successors are elected and qualified; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; and (3) ratified the appointment by the Company's Audit Committee of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2022. About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, CELLERX for the aesthetic dermatology market, and NEUTROPHASE for wound care market. Novabay reported a net loss and comprehensive loss of $5.82 million for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $11.04 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $24.79 million in total assets, $7.05 million in total liabilities, and $17.75 million in total stockholders' equity. NOVABAY PHARMACEUTICALS: Incurs $111K Net Loss in First Quarter --------------------------------------------------------------- Novabay Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and comprehensive loss of $111,000 on $2.63 million of total net sales for the three months ended March 31, 2022, compared to a net loss and comprehensive loss of $1.52 million on $1.81 million of total net sales for the three months ended March 31, 2021. As of March 31, 2022, the Company had $24.79 million in total assets, $7.05 million in total liabilities, and $17.75 million in total stockholders' equity. Novabay said "Based primarily on the funds available at March 31, 2022, management believes that the Company's existing cash and cash equivalents and cash flows generated from product sales will be sufficient to enable the Company to meet its planned operating expenses at least through May 12, 2023. However, changing circumstances may cause the Company to expend cash significantly faster than currently anticipated, and the Company may need to spend more cash than currently expected because of circumstances beyond its control. Additionally, our future results, cash expenditures and ability to obtain additional external financing could be adversely affected by the COVID-19 pandemic and general adverse economic conditions." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1389545/000143774922012124/nby20220331_10q.htm About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, CELLERX for the aesthetic dermatology market, and NEUTROPHASE for wound care market. Novabay reported a net loss and comprehensive loss of $5.82 million for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $11.04 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $23.98 million in total assets, $13.81 million in total liabilities, and $10.17 million in total stockholders' equity. OLD WORLD TIMBER: Amends Horizon & 3M Company Unsecured Claims Pay ------------------------------------------------------------------ Old World Timber, LLC submitted an Amended Plan of Reorganization dated May 16, 2022. This Amended Small Business Plan proposes to pay creditors of Old World Timber, LLC from the future income and cash flow generated by the Debtor's continued business operations. This Plan provides for one class of Priority Claims, eight classes of Secured Claims, four classes of non-priority Unsecured Claims, and one class of Equity Interests. This Plan also provides for the payment of Allowed Administrative Claims and Allowed Priority Claims in full on the Effective Date unless the holder of such claim has, prior to the Effective Date, agreed in writing to accept periodic payment on account of its Allowed Administrative Claim or Allowed Priority Claim. The Debtor's financial projections suggest that the Debtor will have projected disposable income of $54,506.00. The final Plan payment is expected to be paid on or around June 1, 2026. Class 3-B consists of Non-Priority Unsecured Claims Subject to Dispute. Horizon Medical Products, LLC with the allowed amount of $25,000.00 is the known holder of Class 3-B Claims. The Class 3-B Claims are impaired. Beginning on the Effective Date and continuing on the anniversary of the Effective Date until the date that is 48 months after the Effective Date, the Debtor shall make annual $5,000 cash payments to the holder of Class 3-B Claim until the Allowed Class 3-B Claim ($25,000.00) is paid in full. Class 3-D Non-Priority Unsecured Claims Subject to Disputes Resolved through Pre-Plan Compromise. 3M Company with the allowed amount of $250,000.00 is the known holder of Class 3-D Claims. The Class 3-D Claims are impaired. Subject to the Bankruptcy Court's approval of a settlement agreement between the Debtor and 3M in accordance with Fed. R. Bankr. P. 9019, on or before the Effective Date, the Debtor will enter into a consent judgment in the face amount of $451,277.00 in the civil action styled as 3M Company v. Old World Timber, LLC, Case No. 5:21-cv-00140- REW-HAI pending before the United States District Court for the Eastern District of Kentucky (the "Consent Judgment"). Subject to the Debtor's timely performance of its payment obligations to the holder of the Class 3-D Claim arising under this Plan and continued compliance with the non-payment obligations of the parties' settlement agreement, 3M will forbear any collection of amounts due under the Consent Judgment. Class 4 consists of all pre-petition equity interests in the Debtor. The equity membership interests in the Debtor are presently held and controlled by the Debtor's CEO and Manager, Nathan Scott Brown, and the Debtor's Interim Chief Financial Officer, Fred Doster. Mr. Brown owns 95% of the equity interests, and Mr. Doster owns 5% of the equity interests in the Debtor. The Class 4 equity interests in the Debtor are unimpaired. The holders of Class 4 equity interests shall retain their equity interests in the Debtor as of the Effective Date. A full-text copy of the Amended Plan of Reorganization dated May 16, 2022, is available at https://bit.ly/3llQpnr from PacerMonitor.com at no charge. Counsel for the Debtor: Charity S. Bird, Esq. Tyler R. Yeager, Esq. Kaplan Johnson Abate & Bird LLP 710 W. Main St., 4th Floor Louisville, KY 40202 Telephone: (502) 416-1630 Email: cbird@kaplanjohnsonlaw.com tyeager@kaplanjohnsonlaw.com About Old World Timber Old World Timber, LLC, a wood product manufacturing business based in Lexington, Ky., filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Ky. Case No. 21-51160) on Oct. 19, 2021, listing $1,938,717 in total assets and $1,901,401 in total liabilities. Nathan S. Brown, chief executive officer, signed the petition. Judge Tracey N. Wise oversees the case. Kaplan Johnson Abate & Bird, LLP serves as the Debtor's legal counsel. ORION ADVISOR: Fitch Affirms 'B' on LongTerm IDRs, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Orion Advisor Solutions, Inc.'s Long-Term Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Stable. In addition, Fitch has affirmed Orion's senior secured first lien issue rating at 'BB-'/'RR2'. Fitch's actions affect approximately $1.3 billion of pro forma committed and outstanding debt. Orion has announced the acquisitions of Redtail Technology, a client relationship management (CRM) software firm serving the wealth management industry, and a to-be-announced investment firm providing custom investment solutions for RIAs, to be funded in part through the issuances of an incremental $85 million first lien term loan, an incremental $95 million second lien term loan under the existing credit agreements and a new $138 million preferred equity issuance. Fitch believes the acquisition fills out the software offering serving RIAs, bolsters total fee-based revenue, and provides opportunities for cross selling across the combined client base. KEY RATING DRIVERS Transaction Rationale: The pending acquisitions support Orion's strategy to develop a complete technology platform for RIAs, accumulating AUA to increase fee-based revenues, and to accelerate cross selling of the software offerings. The acquisition of Redtail largely completes Orion's software offering as a full suite platform necessary to fulfill the company's go-to-market strategies with the addition of strong capabilities in web-based Client Relationship Management (CRM) software for the financial services industry, while also doubling AUA. In addition, the acquisition of the to-be-announced investment firm helps Orion build scale in the investments business, driving increased fee-based revenue, and provides access to a wider range of investment products and solutions. Fitch believes the transactions continue to enhance the Orion platform. Integration Track Record: Management has remained committed to a disciplined acquisition strategy with a focus on targets that present a compelling strategic logic, while executing on leverage reduction post transaction. For example, the Brinker acquisition, which was completed consequently with the buyout by current sponsors Genstar Capital and TA Associates in 2020, resulted in leverage of 8.6x, but declined to 7.3x by YE 2021 due to strong growth and execution on synergy targets, with nearly 50% actioned within the first six months of close. Fitch expects minimal integration risks due to strong track record and as the targets already utilize Orion's tech stack. Intermediate-term Growth: Orion is highly exposed to volatility in financial market given the reliance on fee revenue, which is based on client AUMs. While strong returns in financial markets have served as a tailwind to revenue growth over the last several years, Fitch believes risks are elevated given the rising interest rate environment, global conflict and other dislocations. During the height of the financial crisis in 2008, U.S. household directly held financial assets declined by 25%. The current weakness in financial markets, while not comparable to the GFC, will create headwinds for topline growth and additional potential challenges given the high levels of debt. However, the cyclicality of fee-based revenue is partially offset by the increasing revenue mix from the company's subscription software product, which Fitch forecasts gradually increase to 50% of revenue mix over the longer term. Leverage: The transaction will be financed with $180 million of incremental debt, leading to an increase in Fitch-calculated pro forma leverage to 8.3x. Fitch forecasts a decline in leverage to 6.3x over the ratings horizon, given the company's demonstrated commitment to reducing leverage post M&A, strong growth, and execution on cost reduction efforts. Fitch expects limited deleveraging thereafter as a result of the sponsor's likely strategy to continue to pursue debt-funded acquisitions. However, Fitch believes the material increase in leverage in the face of growing topline headwinds driven by financial markets volatility raises near-term risks. DERIVATION SUMMARY Fitch is evaluating Orion pending its transaction to acquire Redtail, a CRM platform for RIAs, and a to-be-announced investment firm providing custom investment solutions for RIAs. Fitch believes Orion is well positioned within the rating category given its market leadership, attractive growth opportunity and strong margin profile. Since the initiation of Fitch's ratings at the time of Orion's acquisition by and combination with Brinker Capital by private equity sponsors Genstar Capital and TA Associates in 2020, leverage has ranged 7.3x-8.6x as the debt-funded acquisitive strategy has resulted in sustained incremental borrowing. Fitch expects the pending transaction to increase leverage to 8.3x from 7.3x and forecasts a decrease to 6.3x over the ratings horizon due to a strong growth profile and margin expansion opportunity from execution on synergies. Fitch expects the company to continue to pursue acquisitions, targeting a variety of potential candidates that may offer increased market share, new sales channels, new client segments, or that can further bolster technology offerings. However, Fitch believes Orion's favorable long-term growth prospects, strong market positioning relative to competitors, and low single digit FCF margins are supportive of the leverage profile. Leverage may present material risks for Orion over the longer term as a result of the potential for substantial cyclicality in fee-based revenue, given the exposure to financial market volatility. The elevated leverage profile may magnify risks from a sustained market downturn and lead to ratings downside should operating results deteriorate meaningfully. However, potential cyclicality is partially moderated by the company's subscription software product. Fitch expects software mix will trend towards 50% revenue contribution over the longer term, supported by client retention rates that ranged 91%-100% in recent years and by secular trends that support new asset inflows. Orion benefits from several underlying macro and secular trends that provide an opportunity for sustained mid to high-single digit growth rates, when excluding the impacts from possible future financial market fluctuations. The company's target RIA market has experienced rapid growth due to long-term trends in U.S. household financial asset accumulation as well as a share shift away from traditional financial management channels such as wirehouse and broker-dealers towards independent financial advice. The strength in the target market provides a long runway for revenue growth from the company's TAMP services as RIA clients experience continued growth in assets under management. Software portfolio management platform sales should also increase as the RIA market expands and comes to rely more heavily on outsourced operations. The rating is supported by attractive growth prospects from established macro and secular trends, a strong market positioning with a number four share, and favorable FCF margins compared to peers in the rating category. However, Fitch's forecast for elevated leverage in respect of the potential for cyclicality caused by financial market volatility, are limitations for rating upside and suggestive of an affirmation of the 'B' rating. Fitch applied its "Master Corporate Rating Criteria" and its "Corporates Notching and Recovery Ratings Criteria" to determine the IDR and issue ratings. Fitch considered its "HoldCo PIK and Shareholder Loans" adjustment under the "Master Corporate Rating Criteria" in relation to the issuance of new preferred equity under the pending transaction, and determined that it should not be considered debt of the rated entity, as it is issued outside the restricted group, will be held by unaffiliated investors, does not include obligations for cash pay, and matures after the debt of the rated entity. No country-ceiling or operating environment aspects had an impact on the rating. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Orion would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and a 2% concession payment from first lien lenders to second lien lenders. Going-Concern (GC) Approach The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the agency based the enterprise valuation. Fitch contemplates a scenario in which a sustained decline in financial markets leads to a reduction in fee-based revenue and impairs debt-servicing ability. As a result, Fitch expects that Orion would likely be reorganized with reduced debt outstanding, permanent loss of a portion of the customer base, and increased levels of operating expenses to regain sales momentum and reinvest in technology offerings. Under this scenario, Fitch estimates reduced revenue and EBITDA margin levels would result in a going-concern EBITDA that is approximately 12% below Fitch calculated 4Q21 pro forma LTM EBITDA. An EV multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: Comparable Reorganizations: In Fitch's 13th edition of its "Bankruptcy Enterprise Values and Creditor Recoveries" case study, the agency notes seven past reorganizations in the Technology sector, where the median recovery multiple was 4.9x. Of these companies, only two were in the Software subsector: Allen Systems Group, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x and 5.5x, respectively. The Allen Systems Group, Inc. reorganization is highly supportive of the 6.5x multiple assumed for Orion given the mission critical nature of both company's offerings. M&A Multiples: Fitch has reviewed recent transactions in the TAMP industry, including the acquisitions of OBS Financial Services and Global Financial Private Capital (GFPC), that were completed at transaction multiples of 6.0x and 6.9x, respectively. The 6.5x multiple assumed for Orion is sufficiently conservative given the company's number four market share, substantially larger scale, and rapidly growing software offering. Comparable Recovery Assumptions: Fitch-rated comparable companies include a provider of an integrated platform of brokerage, investment advisory and insurance services to tax-oriented financial advisors, an online tax preparation service for consumers, and a partnership of RIA firms. The recovery analysis for these issuers included assumed recovery multiples ranging 5.0x-6.5x. The issuers at the lower end of the range experienced high degrees of concentration in revenue sources. Trading Multiples: Fitch's analysis of trading multiples for public peers, including AssetMark Financial Holdings, Inc., SEI Investments Company, and Envestnet, Inc., determined a median multiple of 10.9x. The peer comparison is supportive of the assumed 6.5x multiple for Orion given the likelihood that potentially stressed operations in a recovery scenario would result in a discounted multiple relative to publicly traded peers. The recovery model implies a 'BB-' and 'RR2' Recovery Rating for the company's first lien senior secured facilities, reflecting Fitch's belief that 71%-90% expected recovery is reasonable. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch's Rating Case for the Issuer: -- Transaction: acquisitions of Redtail and a to-be-announced investment firm to be funded in part through the issuance of an $85 million incremental 1L TL, a $95 million incremental 2L TL, and $138 million of new preferred equity; -- Organic revenue growth of mid- to high-single digits plus contribution from acquisitions; -- EBITDA margin expansion of 250 bps over the rating horizon due to execution on synergies and operating leverage; -- Capital intensity of 6%-6.5% per annum; -- Acquisition of $500 million in fiscal 2024. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total Debt with Equity Credit/Operating EBITDA leverage sustained below 6.0x; -- CFO-Capex/Total Debt With Equity Credit sustained above 7.5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total Debt with Equity Credit/Operating EBITDA leverage sustained above 8.0x; -- CFO-Capex/Total Debt With Equity Credit sustained below 2.5%; -- FFO Interest Coverage sustained below 2.0x; -- Inability to achieve synergy and cost reductions or to execute on integration and growth strategy. 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 Liquidity: Fitch expects Orion to maintain strong liquidity throughout the forecast horizon given strong free cash flow margins and moderate liquidity requirements resulting from a supportive cash conversion cycle. Pro forma for the transaction, liquidity is expected to be comprised of $9 million in readily available cash and full availability on the $80 million revolving credit facility (RCF). Liquidity is further supported by strong FCF margins that Fitch forecasts will average low single digits, leading to nearly $25 million in aggregate FCF over the ratings horizon. Fitch expects rapid growth in liquidity due to cash accumulation and the expectation for the RCF to remain undrawn. 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. PARETEUM CORP: Files for Chapter 11 to Sell to Circles, CVG ----------------------------------------------------------- Pareteum Corporation (OTC: TEUM) and certain affiliates filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Company intends to execute a strategic asset sale under section 363 of the Bankruptcy Code while addressing legacy issues to best position the business for future success. Prior to the filing of the Company's Chapter 11 cases, the Company's Board of Directors and management evaluated a wide range of strategic alternatives and implemented a strategic asset sale strategy. After a thorough marketing process to obtain a "stalking horse bidder" for a court-supervised sale process and as a result of arm's length negotiations, Circles MVNE Pte. Ltd. ("Circles") has combined with Channel Ventures Group, LLC ("CVG") to execute a stalking horse asset purchase agreement for substantially all of the assets of the Company. Circles has agreed to acquire the Company's Mobile Virtual Network Enabler (MVNE) business and associated contracts, and CVG has agreed to acquire the Company's Mobile Virtual Network Operator (MVNO), IDM, iPass, and Small and Medium Business Enterprise (SMB) businesses and associated contracts. These agreements are subject to higher and better offers, among other conditions, as well as approval from the Bankruptcy Court. The Company expects to continue operations as usual during the Chapter 11 process and complete the process in a swift manner. To help fund and protect its operations, Pareteum has received a commitment from Circles for up to $6 million in debtor-in-possession ("DIP") financing. Upon approval from the Bankruptcy Court, the DIP financing, along with normal operating cash flows and the consensual use of cash collateral, will fund post-petition operations and costs under normal terms. "Pareteum has faced numerous challenges in the last few years, especially in light of an increased cost of capital and the COVID-19 pandemic and has been working towards resolving legacy corporate issues while making progress to lay a foundation for future growth," said Bart Weijermars, Pareteum's interim Chief Executive Officer. "Despite our business challenges, our products and services that we provide to customers remain strong and relevant in this competitive industry. We look forward to using this process to position our business for sustained future success across our business lines. By taking today's decisive and positive step, we are confident that under new ownership, the business can be best positioned for growth and to reach necessary scale and its full potential. In the meantime, we will continue to place the needs of our customers first, and I am thankful for everyone at Pareteum who works relentlessly to deliver top-tier products and services to our global customer base. I would also like to express my utmost sincere gratitude to our valued customers with whom we are honored to partner." The Company has filed customary motions with the Bankruptcy Court intended to allow Pareteum to maintain operations in the ordinary course including, but not limited to, paying employees and continuing existing benefits programs, meeting commitments to customers and fulfilling go-forward obligations, including vendor payments. Such motions are typical in the Chapter 11 process and Pareteum anticipates that they will be heard in the first few days of its Chapter 11 cases. For more information about the Company's Chapter 11 cases, including claims information, please visit http://www.kccllc.net/pareteumor contact KCC, the Company's noticing and claims agent, at 888-201-2205 (for toll-free U.S. and Canada calls) or 310-751-1839 (for tolled international calls). About Pareteum Corporation Pareteum is a cloud software communications platform company with a mission - to Connect Every Person and Every(Thing)TM. As a global provider of Communications Platform-as-a-Service (CPaaS) solutions with operations in North America, Latin America, Europe, Middle East and Africa, and Asia-Pacific regions, Pareteum empowers enterprises, communications service providers, early-stage innovators, developers, Internet-of-Things (IoT), and telecommunications infrastructure providers with the freedom and control to create, deliver and scale innovative communications experiences. The Pareteum platform connects people and devices around the world using the secure, ubiquitous, and highly scalable solution to deliver data, voice, video, SMS/text messaging, media, and content enablement. On the Web: http://www.pareteum.com/ Pareteum Corporation and affiliates, including Pareteum North America Corporation, sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 22-10615) on May 16, 2022. In the petition filed by Laura W. Thomas, as president and CEO, the Company disclosed total assets of $52,043,000 and liabilities of $10,486,000. The Hon. Lisa G. Beckerman is the case judge. King & Spalding LLP and Togut, Segal & Segal LLP are serving as legal counsel, FTI Capital Advisors, LLC, is serving as investment banker and FTI Consulting is serving as restructuring advisor to Pareteum. Kurtzman Carson Consultants LLC is the claims agent. PARETEUM CORP: Gets Court Approval to Tap $6 Mil. Bankruptcy Loan ----------------------------------------------------------------- Maria Chutchian of Reuters reports that communications technology company Pareteum Corp, which has been plagued by accounting fraud accusations, secured court approval on Tuesday to tap a loan while it sells its assets in bankruptcy. U.S. Bankruptcy Judge Lisa Beckerman in Manhattan granted the company's request to access, on a temporary basis, half of a $6 million loan provided by an existing lender. Pareteum, a New York-based, publicly traded company, filed for Chapter 11 protection on Sunday, May 15, 2022, with about $80 million in debt. The company is facing eight shareholder lawsuits filed in the wake of a Securities and Exchange Commission investigation into inflated revenue reports, which resulted in a $500,000 fine. Pareteum is looking to sell its assets to Circles MVNE Pte Ltd, which is also providing the $6 million loan, and Channel Ventures Group LLC in exchange for a combined $60 million in senior debt forgiveness. The bid will be subject to competing offers. The company is hoping to complete the sale by mid-July. When she approved the loan, Beckerman noted that the financing is necessary because the company only has about $200,000 in cash on hand. Pareteum intends to continue operating during the Chapter 11 process. Pareteum offers cloud-based Wi-Fi to communications service providers, among other services and products. The company's interim chief financial officer, Laura Thomas, said in court papers that the company's decision to file for bankruptcy was the result of increased legal expenses, as well as lower revenues caused by the economic impact of the COVID-19 pandemic. The company has "vigorously defended" itself against the lawsuits over the revenue reports, which has caused it to incur millions in legal costs, she said. In October 2019, Pareteum conducted an internal investigation that determined the company had inflated revenues for 2018 by 21% and the first half of 2019 by 25%. The SEC imposed the fine in September 2021 after finding the inflated revenue reports were the result of improper accounting practices. The SEC also found that former employees of the company attempted to hide those practices from the company's auditor. About Pareteum Corporation Pareteum is a cloud software communications platform company with a mission - to Connect Every Person and Every(Thing)TM. As a global provider of Communications Platform-as-a-Service (CPaaS) solutions with operations in North America, Latin America, Europe, Middle East and Africa, and Asia-Pacific regions, Pareteum empowers enterprises, communications service providers, early-stage innovators, developers, Internet-of-Things (IoT), and telecommunications infrastructure providers with the freedom and control to create, deliver and scale innovative communications experiences. The Pareteum platform connects people and devices around the world using the secure, ubiquitous, and highly scalable solution to deliver data, voice, video, SMS/text messaging, media, and content enablement. On the Web: http://www.pareteum.com/ Pareteum Corporation and affiliates, including Pareteum North America Corporation, sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 22-10615) on May 16, 2022. In the petition filed by Laura W. Thomas, as president and CEO, the Company disclosed total assets of $52,043,000 and liabilities of $10,486,000. The Hon. Lisa G. Beckerman is the case judge. King & Spalding LLP and Togut, Segal & Segal LLP are serving as legal counsel, FTI Capital Advisors, LLC, is serving as investment banker and FTI Consulting is serving as restructuring advisor to Pareteum. Kurtzman Carson Consultants LLC is the claims agent. PARETEUM CORP: Seeks Cash Collateral Access, $6MM DIP Loan ---------------------------------------------------------- Pareteum Corp. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for authority to, among other things, use cash collateral and obtain postpetition financing. The Debtors have entered into a superpriority senior secured debtor-in-possession credit facility in an aggregate principal amount of up to $6 million, provided by Circles MVNE Pte. Ltd., a prepetition senior secured lender and agented by Circles. About $3 million of the loan amount may be accessed upon entry of the Interim DIP Order. The DIP Financing provides the Debtors with necessary liquidity, on reasonable terms and customary budget covenants. The Debtors' authority to use DIP financing is through the earliest of the following: (a) 210 days after the Closing Date; (b) the close of the sale of the business and assets of the Borrowers pursuant to an order of the Bankruptcy Court; and (c) the acceleration of the maturity of the Loans and the termination of the Commitments following an Event of Default. These events constitute an Event of Default: a. Failure to make payments when due; b. Noncompliance with covenants (subject to customary cure periods as may be agreed with respect to certain covenants); c. Breaches of representations and warranties in any material respect; d. Defaults in payment of adequate protection in respect of remaining Prepetition Senior Obligations; e. Failure to satisfy or stay execution of judgments in excess of specified amounts; f. Existence of certain ERISA plan events that when taken together may reasonably be expected to result in a Material Adverse Effect; g. Any material provision of any DIP Document ceases to be in full force and effect in accordance with its terms or any Borrower shall so assert in writing; h. Any Lien under the DIP Loans ceases to be valid, binding, and enforceable on the Collateral or ceases to have the priority provided for in the DIP Documents; i. The bringing of a motion, the filing of any plan of reorganization or disclosure statement, or the entry of any order by the Bankruptcy Court that grants or seeks authority for (a) Borrowers to obtain additional financing under section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to the DIP Documents, (b) any lien on the DIP Collateral, (c) use of cash collateral or DIP Collateral of the Administrative Agent without prior written consent of the Agent, or (d) action materially adverse to the Adverse Agent or the DIP Lender; j. The filing by a Borrower of any plan of reorganization or disclose statement that does not provide for payment in full in cash of all Secured Obligations under the DIP Credit Agreement; k. The entry of an order confirming a plan of reorganization that does not provide for payment in full in cash of all Secured Obligations under the DIP Credit Agreement; l. The entry of an order modifying the DIP Documents or the Orders without the written consents of the Administrative Agent; m. The Interim Order is not entered within three Business Days following the Petition Date; n. The Final Order is not entered on or before the deadline set forth in the Interim Order if earlier than the Maturity Date; o. The payment or application for authority to pay any prepetition claim without consent of Administrative Agent other than as provided in the Orders or any other Bankruptcy Court order reasonably acceptable to the Administrative Agent and as set forth in the Budget or otherwise permitted under the DIP Credit Agreement; p. The appointment of a trustee, receiver, or examiner with powers to operate or manage the financial affairs, the business, or the reorganization of the Borrowers or with the power to conduct an investigation of the Administrative Agent, the Lenders, the Prepetition Agents, or the Prepetition Holders; q. The dismissal of any chapter 11 case or conversion to a chapter 7 case; r. The entry of a Bankruptcy Court order granting relief from or modifying the automatic stay to allow any creditor to execute upon or enforce a lien on any DIP Collateral or the granting of a lien on any Collateral to a regulatory agency or authority, which would constitute a Material Adverse Effect; s. The entry of an order avoiding or requiring disgorgement or repayment of any portion of the payments made on account of the Secured Obligations or the Prepetition Senior Obligations; t. The failure of Borrowers to perform any of their material obligations under, or their violation of the material terms of, the Orders; u. The challenge by any Loan Party to the validity, extent, perfection, or priority of any Liens granted under the Prepetition Senior Notes or related documents, the Liens granted under the Loan Documents, or the filing by such person of any claims against the Administrative Agent, the Lender, or any Prepetition Agent or Holder; v. The remittance, use, or application of proceeds of the Collateral other than in accordance with all material respect with the Budget, orders of the Bankruptcy Court, and the DIP Credit Agreement; or w. The entry of an order granting other superpriority administrative claim or Lien equal to or superior to that granted to the Administrative Agent on behalf of itself and the Lender, other than the adequate protection liens. The Debtors commenced these Chapter 11 cases to raise incremental liquidity, optimize operations, deleverage their balance sheet, manage litigation and investigation costs, monetize potential claims and causes of action, and implement a strategic asset sales strategy. The Company began its Sale Strategy prior to the Petition Date, conducting a prepetition marketing process with its advisors to engage potential investors and acquirers, which resulted in interest from secured creditors and various third parties, including Circles. After completion of due diligence in connection with the Sale Strategy, Circles purchased all of the then-outstanding first lien debt of the Company and made an additional $6.0 million first-priority loan (in two tranches) to the Company so that it could cover operating shortfalls and prepare for and commence these chapter 11 cases. Circles has also partnered with Channel Ventures Group, LLC, the former minority holder of certain of the Company's first lien debt and the agent for the Company's junior subordinated secured debt, to execute a stalking horse asset purchase agreement. In addition to the Stalking Horse Bid, the Debtors have now secured fully committed new money financing from Circles to fund postpetition operations and costs pursuant to the DIP Documents. As of the Petition Date, the Debtors' debt obligations include (i) approximately $6 million of prepetition super senior secured obligations under the Prepetition Bridge Loan owed by each of the Debtors (ii) approximately $21.7 million of prepetition senior secured obligations under the Prepetition Senior Notes owed by each of the Debtors, (iii) approximately $26.3 million of prepetition secured obligations under the Junior Convertible Notes owed by each of the Debtors, (iv) approximately $1.44 million of prepetition unsecured debt to Andre Koudstaal owed by Pareteum, (v) approximately $429,000 of prepetition secured debt owed to BNP Paribas by Pareteum N.V., (vi) approximately $442,000 of prepetition secured debt owed to Dorenbos by Pareteum B.V. (a non-debtor subsidiary), (vii) approximately $138,000 of prepetition unsecured debt due to PCCW Global Ltd. owed by Pareteum Europe, B.V. and guaranteed by Pareteum, and (viii) certain lease obligations and other trade debt obligations. On June 8, 2020, Pareteum issued a $17.5 million Senior Convertible Note due April 1, 2025 to High Trail Investments SA LLC for an aggregate purchase price of $14.0 million. The Senior Convertible Note is secured by liens encumbering substantially all the assets of Pareteum, as borrower, and the assets of each of the guarantors thereunder, including Debtors Pareteum North America Corp., Deviscape Holdings, Inc., iPass, Inc., iPass IP LLC, Pareteum Europe B.V., and Artilium Group Ltd. pursuant to the HT Security Agreement. Of the $14 million of Proceeds, the Company received a total of $8 million. Subsequently, certain holders of Junior Convertible Notes agreed to purchase additional Senior Convertible Notes issued by Pareteum and guaranteed by each of the other Obligated Debtors, and secured by the same lien. Since September 2021, the Company has issued $5 million in Additional Senior Convertible Notes. Just prior to the Petition Date, on April 25, 2022, Circles purchased all of the Prepetition Senior Notes issued by the Company and became collateral agent with respect thereto. As of the filing date, the aggregate amount of outstanding Prepetition Senior Note Obligations is approximately $21,694,263. Subsequent to Circles' purchase of the Prepetition Senior Notes, outstanding the Company and Circles amended the terms of the Prepetition Senior Notes and the HT Security Agreement to permit the Company to incur additional debt, senior in lien and payment priority, to the Prepetition Senior Notes and any other debt of the Company. In connection therewith, on April 25, 2022, the Company issued a $6 million super senior note payable to Circles. On February 22, 2021, the Company issued the first of a series of Junior Convertible Notes due April 1, 2025 in the principal amount of $2.4 million, for the purchase price of $2 million. As of the Petition Date, the amount outstanding on the Junior Convertible Notes was approximately $26,253,904. Over the last several years, Pareteum N.V. has borrowed, on a secured basis, approximately $429,000 from BNP Paribas to fund ongoing operations. In 2004, prior to its acquisition, Pareteum B.V.'s (a non-debtor subsidiary) predecessor issued a secured demand note in the principal amount of approximately $442,000 to Dorenbos. This note remains outstanding and is secured by all of the assets of Pareteum B.V. In large part due to negative cash flows and legal, accounting, and regulatory costs resulting from prior management's misstatements of revenue for fiscal years 2018 and 2019, the Company has suffered from limited liquidity and the risk of defaulting under their prepetition debt. More recently, the COVID-19 pandemic has negatively impacted customer churn and customer's delayed growth initiatives, causing a snowball effect on the overall ability of the Company to continue as a growing concern. Limited liquidity has also impeded the Debtors' ability to hire new members of senior management. Further, constant process necessary to obtain relisting on Nasdaq, including the restatement process, caused the Company to trip certain non-payment related covenants in its debt facilities, further constraining access to liquidity. Due to these financial constraints, among other things, the Company has had limited resources available to grow to the scale necessary to generate positive cash flow and address large vendor accounts payable balances. The Debtors propose to provide adequate protection to protect the Prepetition Secured Parties' interests in the Prepetition Collateral, including a lien on and a security interest in all DIP Collateral, subordinate only to the DIP Liens, the Carve-Out, and the Permitted Prior Liens. As further adequate protection, the Debtors also propose to grant the Prepetition Secured Parties allowed administrative expense claims with priority pursuant to section 507(b) of the Bankruptcy Code to the extent the Adequate Protection Lien is insufficient to protect the Prepetition Secured Parties' interests in the Prepetition Collateral. The adequate protection package is consensual and appropriately safeguards the Prepetition Secured Parties from the diminution in the value of their interests in the Prepetition Collateral, if any. A copy of the motion is available at https://bit.ly/3yEgqpQ from PacerMonitor.com. About Pareteum Corporation Pareteum Corporation is a cloud software communications platform company which provides communications platform-as-a-service (CPaaS) solutions offering mobility, messaging, and connectivity and security services and applications. It has operations in North America, Latin America, Europe, Middle East, Africa, and the Asia-Pacific region. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10615) on May 15, 2022. In the petition signed by Laura W. Thomas, interim chief financial officer, the Debtor disclosed $52,043,000 in assets and $10,486,000 in liabilities. Judge Lisa G. Beckerman oversees the case. The Debtor tapped TOGUT, SEGAL & SEGAL LLP as bankruptcy counsel, KING & SPALDING LLP as special counsel, FTI CAPITAL ADVISORS, LLC as investment banker, FTI CONSULTING, INC. as financial advisor, and KURTZMAN CARSON CONSULTANTS LLC as claims, noticing, and balloting agent. PROVENCROWN BUILDERS: Seeks to Hire Schneider & Stone as Counsel ---------------------------------------------------------------- ProvenCrown Builders, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ The Law Offices of Schneider & Stone to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorney $375 Paralegal $175 Ben Schneider, Esq., and Matthew Stone, Esq., attorneys at the Law Offices of Schneider & Stone, 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: Ben Schneider, Esq. Matthew Stone, Esq. Law Offices of Schneider & Stone 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Telephone: (847) 933-0300 Facsimile: (847) 676-2676 Email: ben@windycitylawgroup.com About ProvenCrown Builders ProvenCrown Builders LLC -- https://provencrown.com/ -- is a mason contractor in Chicago, Illinois that specializes in masonry restoration, concrete, roofing, and decking. ProvenCrown Builders filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 22-04099) on Apr. 8, 2022. In the petition signed by Damion Perry, managing member, the Debtor disclosed up to $50,000 in estimated assets and up to $1 million in estimated liabilities. Judge Jacqueline P. Cox oversees the case. Ben Schneider, Esq., and Matthew Stone, Esq., at Law Offices of Schneider & Stone, serve as the Debtor's attorneys. PURDUE PHARMA: Court OKs $33.8 Mil. Bonus Package for CEO, Others ----------------------------------------------------------------- Jeff Montgomery of Law360 reports that the timing adjustments and tweaks defused the limited objections to a $33.8 million bonus package for top officers and key employees of bankrupt Purdue Pharma LP, with the plan winning approval Wednesday, May 18, 2022, from a federal bankruptcy judge in the Southern District of New York. U.S. Bankruptcy Judge Robert D. Drain's authorization covered a $5.4 million key employee incentive plan that would allocate $3.05 million to CEO Craig Landau and nearly $2.32 million to the company's executive vice president, general counsel and secretary. The nearly $28.4 million in retention bonuses will go to 483 employees, including 18 who are vice presidents or higher employees. About Purdue Pharma Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. Purdue filed its Chapter 11 Plan on March 15, 2021. A 12th amended Chapter 11 plan was filed on Sept. 2, 2021, which was confirmed on Sept. 17. Purdue divides the claims against it into several categories, one of which it calls "PI Claims," consisting of claims "for alleged opioid-related personal injury." The plan provides for the creation of the "PI Trust," which will administer all PI Claims. The trust will be funded with an initial distribution of 300 illion on the effective date of the Chapter 11 plan, followed by a distribution of $200 million in 2024, and distributions of $100 million in 2025 and 2026. In sum, "[t]he PI Trust will receive at least $700 million in value, and may receive an additional $50 million depending on the amount of proceeds received on account of certain of Purdue's insurance policies." The Plan further provides that Purdue's ability to recover from its insurers will be vested in a "Master Disbursement Trust." To the extent any proceeds are recovered from Purdue's insurers with respect to the PI Claims, up to $450 million of those proceeds will be channeled from the MDT to the PI Trust. However, the PI Trust will be funded regardless of whether anything is recovered from Purdue's insurers. Instead, "[d]istributions to the PI Trust are subject to prepayment on a rolling basis as insurance proceeds from certain of Purdue's insurance policies are received by the MDT and paid forward to the PI Trust." RALSTON-LIPPINCOTT: Case Summary & Seven Unsecured Creditors ------------------------------------------------------------ Debtor: Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc. 72 West Main Street Middletown, NY 10940 Business Description: The Debtor is a death care services provider offering a complete range of services from funerals to cremations. Chapter 11 Petition Date: May 19, 2022 Court: United States Bankruptcy Court Southern District of New York Case No.: 22-35340 Debtor's Counsel: Michael D. Pinsky, Esq. LAW OFFICE OF MICHAEL D. PINSKY, P.C. 372 Fullerton Ave., #11 Newburgh, NY 12550-3744 Tel: 845-245-6001 Fax: 845-684-0547 E-mail: michael.d.pinsky@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony Ingrassia as president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4PL4YBI/Ralston-Lippincott-Hasbrouck-Ingrassia__nysbke-22-35340__0001.0.pdf?mcid=tGE4TAMA REWALK ROBOTICS: Incurs $4.4 Million Net Loss in First Quarter -------------------------------------------------------------- ReWalk Robotics Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.35 million on $876,000 of revenues for the three months ended March 31, 2022, compared to a net loss of $3.06 million on $1.32 million of revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $90 million in total assets, $4.81 million in total liabilities, and $85.19 million in total shareholders' equity. Since inception, ReWalk has funded its operations primarily through the sale of certain of its equity securities and convertible notes to investors in private placements, the sale of its ordinary shares in public offerings and the incurrence of bank debt. "As of March 31, 2022, we incurred a consolidated net loss of $4.4 million and have an accumulated deficit in the total amount of $198.5 million. Our cash and cash equivalent as of March 31, 2022, totaled $82.6 million and our negative operating cash flow for the three months ended March 31, 2022, was $5.7 million. We have sufficient funds to support our operation for more than 12 months following the issuance date of our condensed consolidated unaudited financial statements for the three months ended March 31, 2022," ReWalk said. "We expect to incur future net losses and our transition to profitability is dependent upon, among other things, the successful development and commercialization of our products and product candidates, the achievement of a level of revenues adequate to support our cost structure. Until we achieve profitability or generate positive cash flows, we will continue to need to raise additional cash. We intend to fund future operations through cash on hand, additional private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the foregoing. In addition, we may seek additional capital through arrangements with strategic partners or from other sources and we will continue to address our cost structure. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001607962/000117891322001956/zk2227757.htm About ReWalk Robotics ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops, manufactures, and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk's mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. ReWalk Robotics reported a net loss of $12.74 million for the year ended Dec. 31, 2021, a net loss of $12.98 million for the year ended Dec. 31, 2020, a net loss of $15.55 million for the year ended Dec. 31, 2019, a net loss of $21.67 million for the year ended Dec. 31, 2018, and a net loss of $24.72 million for the year ended Dec. 31, 2017. As of Dec. 31, 2021, the Company had $94.75 million in total assets, $5.37 million in total liabilities, and $89.38 million in total shareholders' equity. ROCKALL ENERGY: COPC Notes of Ambiguous Treatment of Royalty Claims ------------------------------------------------------------------- ConocoPhillips Company ("COPC"), The Louisiana Land and Exploration Company LLC ("LL&E"), Burlington Resources Oil & Gas Company, LP ("BROG"), Burlington Resources Offshore, Inc. ("BRO"), and Inexco Oil Company, Inc. ("Inexco") (collectively, "COPC Affiliates") filed an objection to Rockall Energy Holdings, LLC, et al.'s Disclosure Statement and Amended Chapter 11 Plan. The COPC Affiliates have two sets of interests at issue in these bankruptcy cases. First, certain COPC Affiliates receive royalty payments on leases in North Dakota, Louisiana, and Mississippi from Debtors. Second, certain COPC Affiliates are predecessors in interest to certain oil and gas leases in Louisiana. The COPC Affiliates filed an objection to address the ambiguous and improper treatment of royalty claims in the Plan. Royalty obligations are interests in property that cannot be treated as general unsecured claims. Additionally, the COPC Affiliates seek to reserve rights regarding the Debtor's proposed sale transaction, if any, pending completion of the Debtor's sale process. Attorneys for ConocoPhillips Company, et al: Omer F. Kuebel III, Esq. Bradley C. Knapp, Esq. LOCKE LORD LLP 601 Poydras St., Suite 2660 New Orleans, Louisiana 70130 Telephone: (504) 558-5155 Fax: (504) 558-5200 E-mail: rkuebel@lockelord.com bknapp@lockelord.com - and - Matthew H. Davis, Esq. LOCKE LORD LLP 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 Telephone: 214-740-8000 Facsimile: 214-740-8800 E-mail: mdavis@lockelord.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. ROCKALL ENERGY: USSIC Says Disclosures Should Await Sale -------------------------------------------------------- U.S. Specialty Insurance Company ("USSIC") filed an objection to Rockall Energy Holdings, LLC, et al.'s Disclosure Statement and Amended Chapter 11 Plan. According to USSIC, the Debtors are still a full week away from an auction that may radically change the course of these cases and substantially change the recoveries of creditors. Moreover, any sale transaction can have a substantial effect on how the Debtors bonding obligations are addressed in any sale or restructuring. At the present time, the Debtors and creditors simply do not have enough information to proceed with Plan confirmation. However, in light of the deadline, USSIC filed an objection and further reserves its rights as the sale process unfolds. USSIC objects to final approval of the Disclosure Statement and to confirmation of the Plan for the following reasons: a. While the Disclosure Statement reveals a sale process and the Plan provides two competing outcomes for what may happen depending on the sale, creditors simply do not have adequate information at this time regarding what plan process will be required and what recoveries will look like. Creditors are asked to vote on the Plan with extremely limited information on plan outcomes. b. The lack of information raises Due Process concerns. Debtors have not provided a liquidation analysis for the liquidating plan nor going-forward financials for the reorganization option under the plan. Creditors should have some idea of likely outcome before voting. c. The assets available to the liquidating trust remains entirely undefined pending the sale process and outcome. Even the current Liquidating Trust Agreement "if applicable" has not been provided. Similarly, the potential Exit Facility Credit Agreement "if applicable" remains unfiled. The restructuring transaction is simply not far enough along for creditors to formulate objections and decide how to vote at this juncture. d. With respect to USSIC, treatment of the existing surety bonds is ambiguous. USSIC submits the bonds must be either replaced by a buyer or pass through unimpaired in a restructuring with full cure including collateralization demands satisfied. The current Disclosure Statement and Plan do not address either option, and USSIC's cure objection remains unresolved. e. The Plan purports to cut off creditors' rights of subrogation against the Debtors despite such rights being fully vested and not property of the estate. Such treatment may not be obtained through a plan process (but rather requires an adversary proceeding), so insofar as USSIC is concerned the Plan is facially unconfirmable. Attorneys for U.S. Specialty Insurance Company: Bradley C. Knapp, Esq. LOCKE LORD LLP 601 Poydras St., Suite 2660 New Orleans, Louisiana 70130 Telephone: (504) 558-5155 Fax: (504) 558-5200 E-mail: bknapp@lockelord.com - and - Philip G. Eisenberg, Esq. LOCKE LORD, LLP 600 Travis Street, Suite 2800 Houston, TX 77002 Telephone: 713-226-1200 Facsimile: 713-226-3717 E-mail: peisenberg@lockelord.com - and - Matthew H. Davis, Esq. LOCKE LORD LLP 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 Telephone: 214-740-8000 Facsimile: 214-740-8800 E-mail: mdavis@lockelord.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. RYAN ENVIRONMENTAL: Wins Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of West Virginia authorized Ryan Environmental. LLC to use cash collateral on an interim basis to meet payroll for the payroll period for which a paycheck is due May 13, 2022, to the extent such funds are on deposit at MVB Bank, and which funds are subject to an MVB Bank lien on said collateral. The Court held that James Cava, Clayton Rice, and Allan Anderson are not listed on the budget and no payment will be made to any of them pursuant to the order. The guarantees previously existing in favor of MVB Bank by James Cava will continue. Should Mr. Cava be required to satisfy any such guarantee as a result of this cash collateral order and any resulting increase in his liability on such guarantees, the Court will consider an application for recognition of any such payment as a loan pursuant to 11 U.S.C. section 364(b) and any objection thereto which might be made. A copy of the order is available at https://bit.ly/38v7CYP from PacerMonitor.com. About Ryan Environmental Ryan Environmental, LLC offers environmental consulting, remediation, cleaning services, emergency spill response, hydrocarbon lab services, corrosion services, well services, general roustabout, and both steel and poly pipeline construction. Ryan Environmental sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 20-00738) on Sept. 29, 2020. In the petition signed by Clayton Rice, managing member, the Debtor disclosed total assets of $6,572,062 and $16,361,068 in total debt. The Debtor tapped Martin P. Sheehan, Esq., at Sheehan & Associates, P.L.L.C. as counsel. MVB Bank, as lender, is represented by: Eric M. Johnson, Esq. Flaherty Sensabaugh Bonasso, PLLC P.O. Box 3843 200 Capitol St. Charleston, WV 25325 Tel: (304) 347-1111 Fax: (304) 343-2867 Email: Ejohnson@flahertylegal.com SALEM POWER: Wants to Avoid $237M Lien in Chapter 11 ---------------------------------------------------- Rick Archer of Law360 reports that a bankrupt Massachusetts power plant is asking a Delaware bankruptcy judge to allow it to escape the $237 million arbitration award that started it down the path to Chapter 11, saying the lien for the award was entered only hours before it filed for bankruptcy. In a complaint filed Tuesday, May 17, 2022, Salem Harbor Power Development said it was well within its rights to avoid Iberdrola Energy Projects' judicial lien for the award amount because it was filed after Salem was legally insolvent, arguing that the lien was recorded in the county where the power plant is located. About Footprint Power Salem Harbor Development LP Salem Harbor Power Development LP, f/k/a Footprint Power Salem Harbor Development LP (DevCo), owns and operates a 674 MW natural gas-fired combined-cycle electric power plant located in Salem, Massachusetts. The Facility, located along Salem Harbor, is a more efficient and environmentally responsible replacement of a previous coal-fired power plant located at the same site. Salem Harbor Power Development LP, f/k/a Footprint Power Salem Harbor Development LP (DevCo), and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10239) on March 23, 2022. In the petition signed by John R. Castellano, chief restructuring officer, Devco disclosed up to $1 billion in both assets and liabilities. DevCo is the only Debtor with business operations. Other than DevCo, each Debtor's assets consist solely of its membership or partnership interests, as applicable, in its subsidiaries. Paul, Weiss, Rifkind, Wharton and Garrison LLP and Young Conaway Stargatt and Taylor, LLP represent the Debtor as counsel, Alixpartners as financial advisor, Prime Clerk LLC as claims, noticing, solicitation and administrative agent, Houlihan Lokey Capital, Inc. as investment banker. MUFG Union Bank, N.A., as agent to the prepetition lenders, retained Mayer Brown LLP, as primary counsel; Potter Anderson & Corroon LLP, as Delaware counsel; Goodwin Procter LLP, as Massachusetts counsel; and PJT Partners LP, as financial advisor. SAMARCO MINERACAO: Workers Unions File Revised Restructuring Plan ----------------------------------------------------------------- Lara Sanli of Bloomberg Law reports that two workers unions representing creditors from Samarco Mineracao SA have filed a revised version of the Brazilian mining company's debt-restructuring plan, according to people familiar to the matter. Samarco's owners, Vale SA and BHP Group Ltd., support the plan filed Wednesday, May 18, 2022, by the unions, Sindicato Metabase Mariana and Sindimetal Espirito Santo, the people said, asking not to be named because the filling isn't public yet. An earlier version of the plan had been rejected in a creditors meeting about a month ago. The plan will compete with the one filed by bondholders from an ad hoc committee. About Samarco Mineracao SA Samarco Mineracao SA is a Brazilian mining joint venture between BHP Group and Vale SA. It serves as an iron ore processing company. The company provides blast furnace, direct reduction, sinter feed, as well as low and normal silica content pellets. On April 9, 2021, the Debtor filed a voluntary petition for judicial reorganization in the 2nd Business State Court for the Belo Horizonte District of Minas Gerais in Brazil pursuant to Brazilian Federal Law No. 11,101 of Feb. 9, 2005. Samarco Mineracao filed for Chapter 15 bankruptcy recognition (Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York, to seek U.S. recognition of its Brazilian proceedings. The Debtor's U.S. counsel is Thomas S. Kessler of Cleary Gottlieb Steen & Hamilton LLP. SANUWAVE HEALTH: Incurs $27.3 Million Net Loss in 2021 ------------------------------------------------------ SANUWAVE Health, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $27.26 million on $13.01 million of total revenue for the year ended Dec. 31, 2021, compared to a net loss of $30.94 million on $4.06 million of total revenue for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $18.62 million in total assets, $57.58 million in total liabilities, and a total stockholders' deficit of $38.96 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 13, 2022, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations and the occurrence of the events of default on the Company's debt. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1417663/000114036122019072/brhc10036577_10k.htm About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shock wave technology company using a patented system of noninvasive, high-energy, acoustic shock waves for regenerative medicine and other applications. The Company's initial focus is regenerative medicine utilizing noninvasive, acoustic shock waves to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. SHAMROCK FINANCE: Unsecureds Will Get 25% of Claims in Plan ----------------------------------------------------------- Shamrock Finance, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts a Proposed Disclosure Statement with respect to Joint Liquidating Plan of Reorganization dated May 16, 2022. The Debtor, which was founded in 2008, is a Massachusetts Limited Liability Company. The Debtor operated as an automobile inventory floor plan lender that provides floorplan financing to independent car dealerships in the New England area. Dealers were primarily located in Massachusetts, with a small number in New Hampshire, Connecticut and Rhode Island. After extensive due diligence and negotiations, the Debtor, in consultation with the Committee, and Lendbuzz entered into an Asset Purchase Agreement (the "APA"). Pursuant to the APA and among other things, Lendbuzz agreed to purchase: (a) the Debtor's active, performing loans with certain car dealerships (as identified in the APA, the "Purchased Loans") and (b) certain intellectual property of the Debtor used in the operation of the Debtor's business, and (c) a certain loan from the Debtor to Mr. Devaney in the principal amount of $25,000. In exchange for the purchased assets Lendbuzz was to pay to the Debtor an amount equal to 60% of the balance due on the Purchased Loans, less adjustments for certain dealer reserves. The Court held the Sale Hearing as scheduled and on March 16, 2022 entered an order allowing the Sale Motion and approving the sale of the purchased assets to Lendbuzz. The sale to Lendbuzz closed on or about March 23, 2022. At the closing of the sale, Lendbuzz paid to the Debtor $3,531,786 following certain adjustments (including the deposit made at the time of the APA in the amount of $150,000). The Plan provides for the liquidation of the Debtor's Assets and the distribution of proceeds to holders of Allowed Secured, Administrative, Priority, and Unsecured Claims. Most of the Unsecured Claims consist of holders ("Noteholders") of Claims who were issued promissory notes ("Notes") by the Debtor. Under the Plan, holders of Allowed NonParticipating Noteholder (Class 4) Claims, Participating Noteholder (Class 5) Claims, and Other Unsecured (Class 6) Claims will receive their proportionate share of the Net Asset Proceeds. The Plan provides the mechanism for distribution of the net Lendbuzz sales proceeds to holders of Allowed Claims and for recovery and distribution of proceeds of litigation recoveries, including litigation recoveries, if any, from Pierce and Harris. Under the Plan, holders of Allowed Secured, Administrative, and Priority Claims will be paid in full. The Plan has three Classes of Unsecured Claims, Class 4 Non-Participating Noteholder Claims, Class 5 Participating Noteholder Claims, and Class 6 Other Unsecured Claims. Holders of Allowed Unsecured Claims in Classes 4, 5, and 6 will receive a proportionate share of the Net Asset Proceeds available after payment of Claims senior in priority and establishment of reserves necessary to wind-down the Debtor and administer the Liquidating Trust. As of April 30, 2022, the Debtor has approximately $7,200,000 in Cash. The Debtor also has unliquidated Assets consisting of certain non-performing dealer receivables not included in the sale to Lendbuzz and its Causes of Action including Avoidance Actions. These Assets will be used to fund the Plan. After payment of Claims senior in priority and establishment of reserves, the Net Asset Proceeds will be paid proportionately to holders of Allowed Class 4, 5, and 6 Claims. Holders of Allowed Class 5 Participating Noteholder Claims will also have the right to share proportionately in any recovery on the Participating Noteholder Claims, net of the costs associated with the litigation. The initial payment to holders of Allowed Class 4, 5, and 6 Unsecured Claims is estimated to be approximately twenty-five percent (25%). There may be additional distributions to holders of Allowed Unsecured Claims depending upon the outcome of the following:: (i) the determination of the amount due to DJJD and the validity, priority, and extent of Liens asserted to secure such Claim; (ii) the determination respecting the allowance of any claims of Related Parties or other disputed Secured and Unsecured Claims; (iii) the disposition of any objections to Professional Fee Claims; and (iv) the recovery on unliquidated Assets. Class 4 consists of the Allowed Claims of Non-Participating Noteholders, or those Noteholder who do not qualify for, and elect, treatment as a Class 5 Participating Noteholder Claim. The total Noteholder Claims are approximately $16,900,000, which includes the DJJD Claim, Miscellaneous Secured Claims, and the Claims of both Non-Participating and Participating Noteholders. Each holder of an Allowed Non-Participating Claim shall receive from the Liquidating Trustee on the Plan Distribution Date its pro rata share of its beneficial interest in the Liquidating Trust as a Class 4 Liquidating Trust Beneficiary, entitling such holder to receive proceeds on account of such beneficial interest. Class 5 consists of the Allowed Claims of Participating Noteholders, that is, those Noteholders who qualify for, and elect, Class 5 treatment. The total Noteholder Claims are approximately $16,900,000, which includes the DJJD Claim, Miscellaneous Secured Claims, and the Claims of both Non Participating and Participating Noteholders. Each holder of an Allowed Participating Noteholder Claim shall receive from the Liquidating Trustee on the Plan Distribution Date its pro rata share of its beneficial interest in the Liquidating Trust as a Class 5 Liquidating Trust Beneficiary, entitling such holder to receive proceeds on account of such beneficial interest. Class 6 consists of those Allowed Unsecured Claims other than the Allowed Claims of Participating and Non-Participating Noteholders. Each holder of an Allowed Other Unsecured Claim shall receive from the Liquidating Trustee on the Plan Distribution Date its pro rata share of its beneficial interest in the Liquidating Trust as a Class 6 Liquidating Trust Beneficiary, entitling such holder to receive proceeds on account of such beneficial interest. Class 7 consists of the ownership interest in the Debtor. As noted above, Kevin Devaney is the sole owner of the Debtor. Equity Interests shall be retained under the Plan, provided that management and control of the Debtor shall vest exclusively in the Plan Administrator. In connection with the initial Cash distribution of Net Asset Proceeds, the Liquidating Trustee shall withhold an amount equal to the Litigation Reserve from those amounts otherwise payable to Participating Noteholders on a pro rata basis. Therefore, for those Noteholders who check the box on the ballot and elect to be treated as a Class 5 Participating Noteholder, each of such Class 5 claimants shall pay their proportionate share of the $100,000 required to fund the Litigation Reserve, which amounts shall be deducted from the distributions otherwise payable to them. Class 5 Participating Noteholders will be entitled to share in any Net Participating Noteholder Claim Proceeds that may be recovered in connection with litigation brought by the Liquidating Trustee against Pierce and Harris (the "Pierce and Harris Litigation"). A full-text copy of the Disclosure Statement dated May 16, 2022, is available at https://bit.ly/3sKtCWq from PacerMonitor.com at no charge. Counsel for Shamrock Finance: Jeffrey D. Sternklar JEFFREY D. STERNKLAR LLC 19TH Floor 101 Federal Street Boston, MA 02110 jeffrey@sternklarlaw.com Tel: 617-207-7800 Fax: 617-507-6530 Counsel for the Official Committee of Unsecured Creditors: MURPHY & KING, Professional Corporation 28 State Street, Suite 3101 Boston, MA 02109 Harold B. Murphy, Esq. Andrew G. Lizotte, Esq. Telephone: (617) 423-0400 Facsimile: (617) 556-8985 About Shamrock Finance Shamrock Finance, LLC -- https://www.shamrockfinance.com/ -- is an auto sales finance company in Ipswich, Mass., formed on March 28, 2008. As an automobile inventory "floor plan" lender, Shamrock provides floorplan financing to independent car dealerships in the New England area. Dealers are primarily located in Massachusetts, with a small number in New Hampshire, Connecticut and Rhode Island. Shamrock Finance sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-10315) on March 12, 2021. The sole member and manager, Kevin Devaney, signed the petition. In the petition, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $50 million. Judge Frank J. Bailey oversees the case. The Debtor tapped Jeffrey D. Sternklar LLC as bankruptcy counsel, the Law Offices of James J. McNulty as special counsel, and Mid-Market Management Group, Inc. as a business advisor. Kevin P. Clancy is the examiner appointed in the Debtor's bankruptcy case. The examiner is represented by Riemer & Braunstein, LLP. SHENOUDA HANNA: Unsecureds Will Get 15% of Claims in 47 Months -------------------------------------------------------------- Shenouda Hanna, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Disclosure Statement for Small Business Plan of Reorganization dated May 15, 2022. Shenouda Hanna, Inc., d/b/a Gill's Beverage and Deli was incorporated by Shenouda Hanna in April of 2004 and has been continuously in the beverage and deli business since that time. The current location of the store is 220884 Royalton Road, Strongsville, OH 44149. For a period of approximately 2013 to June of 2019, Hany Potroos, the brother of Shenouda Hanna, helped to manage the business and received compensation in the form of W-2 income as an employee. In or around 2014, Shenouda Hanna started another business in the State of Texas and obtained an SBA guaranteed loan for said business. The debt is now owed to the United States Treasury in the amount of $1,011,196 as of March 24, 2022. Further, Hany Potroos initiated a lawsuit against Debtor and others in the case of Hany Potroos v. Shenouda Hanna, et al., Cuyahoga County Court of Common Pleas, Case No. CV-19-921000. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $282,000. The final Plan payment is expected to be paid on May 1, 2026. The Plan proposes to satisfy obligations to all prepetition creditors through payments over the next 47 months in the approximate amount of $245,567. The Debtor believes that there are no outstanding obligations to the U.S. Trustee at the time of this plan preparation. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 15 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of Priority claims. Class 1 is unimpaired by this Plan, and each holder of a Class 1 Priority Claim will be paid in full, in cash, upon the later of the effective date of this Plan, or the date on which such claim is allowed by a final non appealable order. Class 3 consists of Non-priority unsecured creditors. Unsecured creditors in this Class shall be paid 15% of their allowed claims or $245,566 on a pro rata basis over the life of the plan. The allowed unsecured claims total $1,613,507. Class 4 consists of Equity security holders of the Debtor. Shenouda Hanna will continue to own and operate Shenouda Hanna, Inc. The plan will be funded from the business income earned from the ongoing operation of the business of Gills Beverage and Deli. Funds necessary to fund the plan payment will be placed into a distribution account which will be opened after plan confirmation. Distribution will be made by Shenouda Hanna, sole shareholder of Shenouda Hanna, Inc. A full-text copy of the Disclosure Statement dated May 15, 2022, is available at https://bit.ly/3wttz3D from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Guy E. Tweed, Esq. Guy E. Tweed Ii, Attorney At Law 6300 Rockside Road, Suite 302 Independence, OH 44131 Tel: (216) 447-1986 Email: tweedlaw@ameritech.net About Shenouda Hanna Inc. Shenouda Hanna, Inc., d/b/a Gill's Beverage and Deli, operates a beverage and deli store with a license from the state of Ohio to sell spiritous liquors. The current location of the store is 220884 Royalton Road, Strongsville, Ohio. Shenouda Hanna, Inc., filed a petition for Chapter 11 protection (Bankr. N.D. Ohio Case No. 21-13871) on Nov.16, 2021, disclosing $173,215 in assets and $1,803,917 in liabilities. Shenouda Hanna, president, signed the petition. Judge Jessica E. Price Smith oversees the case. Guy E. Tweed Ii, Attorney At Law is the Debtor's legal counsel. SID BOYS: Seeks to Hire Rivkin Radler LLP as Special Counsel ------------------------------------------------------------ Sid Boys, Corp., doing business as Kellogg's Diner, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Rivkin Radler, LLP as its special counsel. The Debtor needs a special counsel for representation in a pre-bankruptcy lawsuit filed in the District Court for the Eastern District of New York, Case No. 18-cv-6583. Rivkin Radler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Rivkin Radler, LLP 477 Madison Avenue, Suite 410 New York, NY 10022-5843 Telephone: (212) 455-9555 Facsimile: (212) 687-9044 About Sid Boys Brooklyn, N.Y.-based Sid Boys Corp. is a privately held company that operates in the restaurant industry specializing in American and Greek cuisine. Sid Boys filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-42207) on Aug. 28, 2021, listing $548,852 in assets and $2,130,284 in liabilities. Irene Siderakis, owner and president, signed the petition. Judge Elizabeth S. Stong presides over the case. The Debtor tapped Rachel L. Kaylie, Esq., at the Law Offices of Rachel L. Kaylie, PC as legal counsel and Rivkin Radler, LLP as special counsel. SONEV CONSTRUCTION: Taps Integrated Accounting Solutions as CPA --------------------------------------------------------------- SoNev Construction LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Integrated Accounting Solutions as its certified public accountant and bookkeeper. The firm will render these monthly accounting services: (a) complete the Debtor's monthly bank reconciliations; (b) complete the Debtor's monthly credit card reconciliations; (c) provide full management reporting each month; (d) maintain register of the Debtor's fixed assets; (e) periodic virtual management meetings as may be required; (f) perform accounting services; (g) complete the month end close by the 15th day of the month to meet the deadline for reporting to the court; (h) record payroll transactions utilizing data provided by the Debtor's existing payroll provider; (i) record fixed asset additions, calculate and record depreciation expense; (j) perform month-end and year-end closing process; (k) perform periodic and monthly management reports; and (l) perform other accounting activities. The Debtor will compensate the firm $8,000 a month for its accounting and bookkeeping services. Andrew Pollack, a partner at Integrated Accounting Solutions, 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: Andrew Pollack, CPA Integrated Accounting Solutions Salt Lake City, UT About SoNev Construction SoNev Construction LLC offers surface mining solutions to the Southern Utah area. The company has the resources to prepare mine sites, manage mine operations, excavate and develop new sub-divisions. SoNev Construction sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 22-21037) on Mar. 25, 2022. In the petition signed by Keith Gilbert, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge William T. Thurman oversees the case. The Debtor tapped Brian M. Rothschild, Esq., at Parsons Behle and Latimer as legal counsel and Integrated Accounting Solutions as certified public accountant and bookkeeper. SPI ENERGY: Incurs $6.8 Million Net Loss in First Quarter --------------------------------------------------------- SPI Energy Co., Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.79 million on $38.54 million of net sales for the three months ended March 31, 2022, compared to a net loss of $8.10 million on $33.62 million of net sales for the three months ended March 31, 2021. As of March 31, 2022, the Company had $227.54 million in total assets, $205.34 million in total liabilities, and $22.20 million in total equity. Historically, SPI Energy has financed its operations primarily through cash flows from bank borrowings, financing from issuance of convertible bonds, operating activities, and the proceeds from private placements and registered offerings. As of December 31, 2021, SPI Energy had $17.8 million in cash and cash equivalents, and restricted cash. As of March 31, 2022, the Company had $12.9 million in cash and cash equivalents, and restricted cash. "We suffered a net loss of $6.8 million during the three months ended March 31, 2022, and the cash flow used in operating activities was $8.6 million. As of March 31, 2022, there is net working capital deficit of $93.0 million and accumulated deficit of $644.2 million. These factors raise substantial doubt as to the Group's ability to continue as a going concern. We intend to continue implementing various measures to boost revenue and control the cost and expenses within an acceptable level and other measures including: 1) negotiate with potential buyers on PV solar projects; 2) negotiate for postponing of convertible bond payments; 3) improve the profitability of the business in US; 4) obtain equity financing from certain subsidiaries' initial public offerings; 5) strictly control and reduce business, marketing and advertising expenses and 6) seek for certain credit facilities. While we believe that it will be successful in meeting its liquidity and cash flow requirements, there is no assurance to that effect. Our condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties," SPI Energy said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1210618/000168316822003579/spi_i10q-033122.htm 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 has three core divisions: SolarJuice residential solar, the commercial & utility solar division comprised of SPI Solar and Orange Power, and the EdisonFuture/Phoenix Motor EV division. SolarJuice provides renewable energy system solutions for residential and small commercial markets and has extensive operations in the Asia Pacific and North America markets. The commercial & utility solar division provides a full spectrum of EPC services to third party project developers, and develops, owns and operates solar projects that sell electricity to the grid in multiple countries, including the U.S., U.K., and Europe. Phoenix Motor manufactures medium-duty commercial electric vehicles, and is developing EV charger solutions, electric pickup trucks, electric forklifts, electric scooters, and other EV products. SPI maintains global operations in North America, Australia, Asia and Europe. 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. STONEMOR INC: Incurs $12.2 Million Net Loss in First Quarter ------------------------------------------------------------ StoneMor Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $12.23 million on $80.98 million of total revenues for the three months ended March 31, 2022, compared to a net loss of $4.62 million on $78.31 million of total revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $1.78 billion in total assets, $1.94 billion in total liabilities, and a total stockholders' deficit of $157.48 million. Joe Redling, StoneMor's president and chief executive officer said, "As we entered 2022, we knew that we were facing tougher comps after our strong sales production performance throughout 2021. Our teams delivered during the first quarter of 2022, with pre-need sales production growth of 4% compared to a first quarter of 2021 that was up 45% against the first quarter of 2020. This performance contributed to a year-to-date adjusted EBITDA improvement of $4.6 million, even as we are faced with rising costs and other expense challenges." As of March 31, 2022, the Company had $90.9 million of cash, including $16.7 million of restricted cash, and $393.6 million of total debt. "Through the first quarter, we remained on target with our previously announced 2022 annual guidance targets for organic growth in our trusts of $70 million and unlevered free cash flow of $40 million," said Jeff DiGiovanni, StoneMor's senior vice president and chief financial officer. "For the three months ended March 31, 2022, we generated $28.2 million in trust growth, which included $10.3 million in trust funds added through our recent acquisitions, as well as $6.3 million in unlevered free cash flow. Collectively, that's $34.5 million in value creation during the first quarter of 2022." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1753886/000095017022009839/ston-20220331.htm About StoneMor Inc. StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 304 cemeteries and 72 funeral homes in 24 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. StoneMor reported a net loss of $55.28 million for the year ended Dec. 31, 2021, a net loss of $8.36 million for the year ended Dec. 31, 2020, and a net loss of $151.94 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $1.74 billion in total assets, $1.89 billion in total liabilities, and a total stockholders' deficit of $145.74 million. STRIKE LLC: Court Confirms Chapter 11 Liquidating Plan ------------------------------------------------------ Vince Sullivan of Law360 reports that Strike LLC, a company that services gas pipelines, received approval Tuesday, May 17, 2022, from a Texas bankruptcy court for its Chapter 11 liquidation plan that will transfer its remaining assets into a creditor trust and wind down its operations. During a hybrid hearing in Houston, debtor attorney Charles Koster of White & Case LLP said the plan was being presented on a fully consensual basis after limited objections from various state and local racing authorities had been resolved through minor language tweaks to the plan and associated confirmation order. "This liquidating plan is the best path forward," Mr. Koster said. About Strike LLC Strike, LLC -- http://www.strikeusa.com/-- is a full-service pipeline, facilities, and energy infrastructure solutions provider. Headquartered in The Woodlands, Texas, Strike partners closely with clients all across North America, safely and successfully delivering a full range of integrated engineering, construction, maintenance, integrity, and specialty services that span the entire oil and gas life cycle. Strike and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-90054) on Dec. 6, 2021. In the petitions signed by CFO Sean Gore, Strike listed as much as $500 million in both assets and liabilities. The cases are handled by Judge David R. Jones. The Debtors tapped Jackson Walker LLP and White & Case LLP as legal counsels; Opportune, LLP as financial advisor; and Opportune Partners, LLC as investment banker. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on Dec. 15, 2021. The committee is represented by Marty Brimmage, Esq. STRIKE LLC: Fine-Tunes Plan Documents ------------------------------------- Strike, LLC and its Affiliated Debtors submitted a Second Modified Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation dated May 16, 2022. The Plan is a liquidating plan. Pursuant to prior orders of the Bankruptcy Court, the Debtors conducted a competitive court supervised marketing process and sold substantially all of their assets to Strike Acquisition LLC (n/k/a Strike Holdco LLC), an affiliate of American Industrial Partners. The Plan provides for the satisfaction in full of all senior claims, including Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims. Holders of General Unsecured Claims will receive interests in a Liquidating Trust that will administer and liquidate all remaining property of the Debtors. Among other things, the Liquidating Trust is expected to prosecute certain Causes of Action of the Debtors not sold, assigned, or otherwise released on or before the Effective Date of the Plan, including certain litigation claims against the Debtors' former officers and directors. The Debtors believe that the creation of the Liquidating Trust will maximize the value of the preserved Causes of Action. Like in the prior iteration of the Plan, Each Holder of an Allowed General Unsecured Claim, except for the AIP Parties, shall only receive its Pro Rata share of the Class A Trust Interests without regard to the particular Debtor against which such Claim is Allowed. The AIP Parties shall only receive Class B Trust Interests on account of such AIP Parties' Prepetition Junior Loan Claims without regard to the particular Debtor against which such Claims are Allowed. On the Effective Date, the Debtors shall make Distributions in accordance with the Plan to Holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims that are due and payable as of the Effective Date using Cash on hand. Upon completion of such Distributions, on the Effective Date, the Debtors shall transfer to the Liquidating Trust all remaining Cash, the Preserved Estate Claims, and other Liquidating Trust Assets (if any); provided that the Liquidating Trustee shall use such Cash to fund the Liquidating Trust Reserve. Liquidating Trust Oversight Committee On the Effective Date, the Committee, in consultation with the Debtors and AIP, may appoint a Liquidating Trust Oversight Committee to oversee the Liquidating Trust and Liquidating Trustee, subject to the terms of the Liquidating Trust Agreement. If appointed on the Effective Date, the identities of the Liquidating Trust Oversight Committee members will be disclosed in the Plan Supplement. If the Committee does not appoint the Liquidating Trust Oversight Committee on the Effective Date, the Liquidating Trust Beneficiaries shall have the right, subject to the terms of the Liquidating Trust Agreement, to establish the Liquidating Trust Oversight Committee at any time during the term of the Liquidating Trust Agreement. Insurance Policies Notwithstanding anything to the contrary in the Plan and Disclosure Statement, the Confirmation Order, the Liquidating Trust Agreement, any bar date notice or claim objection, any other document related to any of the foregoing or any other order of the Bankruptcy Court (including, without limitation, any other provision that purports to be preemptory or supervening, grants an injunction, discharge or release, confers Bankruptcy Court jurisdiction, or requires a party to opt out of any releases): * nothing, including the dissolution or winding down of the Debtors, the vesting of the Insurance Policies (other than the D&O Liability Policies) with the Liquidating Trust, or any relief permitting any Entity to pursue proceeds available under any Insurance Policy granted pursuant to this Plan and Disclosure Statement, the Confirmation Order, or any other order of the Bankruptcy Court, shall impair, expand, or modify (i) the rights and obligations of the Debtors, the Liquidating Trust, third party beneficiaries or named insureds, or any of the Insurers under any of the Insurance Policies, (ii) the coverage and benefits provided under the Insurance Policies, (iii) the obligations, terms and conditions of the Insurance Policies or the Chubb Stipulation, or (iv) the enforceability of the Insurance Policies; * on and after the Effective Date, (i) all Insurance Policies (other than the D&O Liability Insurance Policies) which identify any of the Debtors as first named insureds or as a counterparty thereto shall vest unaltered in their entireties with the Liquidating Trust; (ii) any non-monetary obligations together with direct or derivative rights, interests, claims, entitlements or Causes of Action of any Debtor under any of the Insurance Policies, including the rights of any Debtor to proceeds, indemnification, reimbursement, contribution, benefits, or other payment arising out of or under the Insurance Policies, shall vest with the Liquidating Trust; (iii) the Liquidating Trust shall have standing to pursue the Insurance Coverage Rights; and (iv) the Liquidating Trust shall be authorized to perform any administrative responsibilities on behalf of any named insured under the Insurance Policies; and * the automatic stay of section 362(a) of the Bankruptcy Code and the injunctions set forth in the Plan and Disclosure Statement, if and to the extent applicable, shall be deemed lifted without further order of this Bankruptcy Court, solely to permit: (i) the Insurers to administer, handle, defend, settle, and/or pay, in the ordinary course of business and without further order of this Bankruptcy Court, (A) claims where a claimant has been granted relief to proceed with their claims pursuant to this Plan and Disclosure Statement, the Confirmation Order, or by any other order of the Bankruptcy Court, and (B) all costs in relation to each of the foregoing; and (ii) Insurers to take other actions relating to the Insurance Policies in the ordinary course of business permitted under the Insurance Policies and/or applicable non bankruptcy law. "Chubb Stipulation" that certain Stipulation and Order Regarding the Assumption and Assignment of Certain Chubb Insurance Contract. Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Kristhy Peguero, Esq. Genevieve Graham, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com kpeguero@jw.com ggraham@jw.com - and - Thomas E Lauria, Esq. Matthew C. Brown, Esq. Fan B. He, Esq. Gregory L. Warren, Esq. Nicolas Abbattista, Esq. WHITE & CASE LLP 200 South Biscayne Boulevard, Suite 900 Miami, FL 33131 Telephone: (305) 371-2700 E-mail: tlauria@whitecase.com mbrown@whitecase.com fhe@whitecase.com gregory.warren@whitecase.com nick.abbattista@whitecase.com Andrew F. O'Neill, Esq. 111 South Wacker Drive, Suite 5100 Chicago, IL 60606 Telephone: (312) 881-5400 E-mail: aoneill@whitecase.com Charles Koster, Esq. 609 Main Street, Suite 2900 Houston, TX 77002 Telephone: (713) 496-9700 Email: charles.koster@whitecase.com Aaron Colodny, Esq. R.J. Szuba, Esq. 555 South Flower Street, Suite 2700 Los Angeles, CA 90071 Telephone: (213) 620-7700 Email: aaron.colodny@whitecase.com rj.szuba@whitecase.com About Strike LLC Strike, LLC -- http://www.strikeusa.com/-- is a full-service pipeline, facilities, and energy infrastructure solutions provider. Headquartered in The Woodlands, Texas, Strike partners closely with clients all across North America, safely and successfully delivering a full range of integrated engineering, construction, maintenance, integrity, and specialty services that span the entire oil and gas life cycle. Strike and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-90054) on Dec. 6, 2021. In the petitions signed by CFO Sean Gore, Strike listed as much as $500 million in both assets and liabilities. The cases are handled by Judge David R. Jones. The Debtors tapped Jackson Walker LLP and White & Case LLP as legal counsels; Opportune, LLP as financial advisor; and Opportune Partners, LLC as investment banker. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on Dec. 15, 2021. The committee is represented by Marty Brimmage, Esq. SUNLIGHT RIVER: Gets Court OK to Hire Jade Accounting ----------------------------------------------------- Sunlight River Crossing, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Jade Accounting, Inc. as its accountant. The firm will render these services: (a) prepare monthly financials; and (b) perform bookkeeping services necessary to gather data for report filings. The firm will be paid $45 per hour for its monthly bookkeeping services. Felicia Blasdel, the owner of Jade Accounting, 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: Felicia Blasdel B. Jade Accounting, Inc. 2171 Old Jerome Hwy. Clarkdale, AZ 86324 Telephone: (480) 241-7589 About Sunlight River Crossing Cornville, Ariz.-based Sunlight River Crossing, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04364) on June 4, 2021, listing as much as $10 million in both assets and liabilities. Joseph E. Cotterman of Gallagher & Kennedy serves as Subchapter V trustee. Judge Brenda K. Martin presides over the case. Keery McCue, PLLC; Sonoran Capital Advisors, LLC; and Jade Accounting, Inc. serve as the Debtor's legal counsel, financial advisor, and accountant, respectively. 988, LLC, as lender, is represented by Bryan Wayne Goodman of Goodman & Goodman, PLC. TD HOLDINGS: Posts $1.6 Million Net Income in First Quarter ----------------------------------------------------------- TD Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $1.59 million on $48.16 million of total revenue for the three months ended March 31, 2022, compared to a net loss of $1.54 million on $29.58 million of total revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $279.13 million in total assets, $33.48 million in total liabilities, and $245.65 million in total equity. The Company has financed its operations primarily through shareholder contributions, cash flow from operations, borrowings from third parties and related parties, and equity financing through private placement and public offerings. As reflected in the accompanying unaudited consolidated financial statements, for the three months ended March 31, 2022, the Company reported cash inflows of $3,752,768 from operating activities. As of March 31, 2022, the Company has positive working capital of approximately $158 million. During the three months ended March 31, 2022, the Company entered into additional private placement agreements with certain private investors and issued 65,000,000 shares of common stock at $0.7 per share for $45,500,000. The Company expects to use the proceeds from the equity financing as working capital to expand its commodity trading business. Based on the foregoing capital market activities, the management believes that the Company will continue as a going concern in the following 12 months. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1556266/000121390022026155/f10q0322_tdholdings.htm About TD Holdings TD Holdings, Inc. is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. For more information, please visit http://ir.tdglg.com. TD Holdings reported a net loss of $940,357 for the year ended Dec. 31, 2021, a net loss of $5.95 million for the year ended Dec. 31, 2020, and a net loss of $6.94 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $227.44 million in total assets, $31.56 million in total liabilities, and $195.87 million in total equity. TEN DOLLAR: Unsecured Will Get Monthly Payments in Plan ------------------------------------------------------- Ten Dollar Car Wash, LLC submitted a Third Amended Plan of Reorganization. The Debtor owns the property at 1614 E. Shelby Drive, Memphis, Tenn. Class 5 Unsecured Claim of Memphis Light Gas and Water will have an Allowed Unsecured Claim in the amount of $17,638 with a 0% interest rate and a monthly payment of $73.87. Class 5 is impaired. The Plan will be funded by the cash on hand that will be transferred to the Reorganized Debtor, on the Effective Date, and the weekly income generated by the Debtor. A hearing to consider the adequacy of the Disclosure Statement and confirmation of the Plan will be held on June 15, 2022 at 11:00 a.m. at Room 680, Memphis, TN. Last day to object to confirmation is June 8, 2022. Counsel for the Debtor: John E. Dunlap, Esq. THE LAW OFFICE OF JOHN E. DUNLAP 3340 Poplar Ave., Suite 320 Memphis, TN 38111 Tel: (901) 320-1603 Fax: (901) 320-6914 E-mail: dunlap00@gmail.com A copy of the Plan dated May 11, 2022, is available at https://bit.ly/3wbFClG from PacerMonitor.com. About Ten Dollar Car Wash LLC Ten Dollar Car Wash, LLC, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tenn. Case No. 21-23046) on Sept. 17, 2021, listing as much as $500,000 in both assets and liabilities. Judge M. Ruthie Hagan presides over the case. The Law Office of John E. Dunlap serves as the Debtor's legal counsel. TIGER OAK: Court Approves Trustee's Disclosure Statement -------------------------------------------------------- Judge Michael E. Ridgway has entered an order approving the Disclosure Statement explaining the Chapter 11 plan for Tiger Oak Media, Incorporated, filed by proponent Chapter 11 trustee Edwin Caldie on May 10, 2022. A hearing to consider confirmation of the Plan will be held on June 30, 2022, at 10:30 a.m., in Courtroom 7 West, U.S. Courthouse, 300 South Fourth Street, Minneapolis, MN. Seven days prior to the hearing is the last day to timely deliver an objection, and ten days prior to the hearing is the last day to timely mail an objection. Five days prior to the hearing is fixed as the last day to timely file the ballots to accept or reject the Plan. About Tiger Oak Media Tiger Oak Media, Incorporated, is a regional and national publisher of books, magazines, media and events that appeal to targeted audiences. Tiger Oak Media sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-43029) on Oct. 7, 2019. In the petition signed by its CEO Craig Bednar, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $10 million. The Hon. Michael E. Ridgway is the case judge. The Debtor tapped Steven Nosek, Esq. and Yvonne Doose, Esq., as bankruptcy attorneys; Lurie, LLP as accountant; and Integrated Consulting Services, LLC as financial consultant. The U.S. Trustee for Region 12 appointed creditors to serve on the official committee of unsecured creditors on Oct. 22, 2019. The committee tapped Bassford Remele, P.A., as its legal counsel, and Platinum Management, LLC as its financial advisor. Choice Financial Group, as Lender, is represented by Manty & Associates, PA. TRANS-LUX CORP: Posts $493K Net Income in First Quarter ------------------------------------------------------- Trans-Lux Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $493,000 on $3.67 million of total revenues for the three months ended March 31, 2022, compared to a net loss of $621,000 on $2.59 million of total revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $9.77 million in total assets, $20.20 million in total liabilities, and a total stockholders' deficit of $10.43 million. The Company has incurred significant recurring losses and continues to have a significant working capital deficiency. The Company recorded income of $493,000 in the three months ended March 31, 2022 but recorded a loss of $5.0 million in the year ended December 31, 2021. The Company had working capital deficiencies of $9.3 million and $9.8 million as of March 31, 2022 and December 31, 2020, respectively. The change in the working capital deficiency was primarily affected by increases in the accounts receivable, inventories and prepaids and other assets, as well as decreases in accounts payable and current portion of long-term debt, partially offset by a decrease in cash as well as increases in accrued liabilities, current lease liabilities and customer deposits. "The Company is dependent on future operating performance in order to generate sufficient cash flows in order to continue to run its businesses. Future operating performance is dependent on general economic conditions, as well as financial, competitive and other factors beyond our control, including the impact of the current economic environment, the spread of major epidemics (including coronavirus) and other related uncertainties such as government imposed travel restrictions, interruptions to supply chains, extended shut down of businesses and the impact of inflation. In order to more effectively manage its cash resources, the Company had, from time to time, increased the timetable of its payment of some of its payables, which delayed certain product deliveries from our vendors, which in turn delayed certain deliveries to our customers," Trans-Lux said. "There is substantial doubt as to whether we will have adequate liquidity, including access to the debt and equity capital markets, to operate our business over the next 12 months from the date of issuance of this Form 10-Q. The Company continually evaluates the need and availability of long-term capital in order to meet its cash requirements and fund potential new opportunities," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000099106/000151316222000080/tlx-20220331.htm About Trans-Lux Headquartered in New York, New York, Trans-Lux Corporation -- http://www.trans-lux.com-- designs and manufactures TL Vision digital video displays for the financial, sports and entertainment, gaming, education, government, and commercial markets. With a comprehensive offering of LED Large Screen Systems, LCD Flat Panel Displays, Data Walls and scoreboards (marketed under Fair-Play by Trans-Lux), Trans-Lux delivers comprehensive video display solutions for any size venue's indoor and outdoor display needs. Trans-Lux reported a net loss of $4.97 million for the 12 months ended Dec. 31, 2021, compared to a net loss of $4.84 million for the 12 months ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $8.65 million in total assets, $19.60 million in total liabilities, and a total stockholders' deficit of $10.95 million. New Haven, CT-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 14, 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. USA GYMNASTICS: 7th Circuit Probes Liberty's $1.4Mil. Nassar Payout ------------------------------------------------------------------- Celeste Bott of Law360 reports that a Seventh Circuit panel pushed a Liberty Mutual unit Tuesday, May 17, 2022, to address why it paid more than $1.4 million toward defense costs incurred by USA Gymnastics during investigations into sexual abuse by former team doctor Larry Nassar if it believed a lower court erred when it ordered the insurer to reimburse those legal fees. Liberty Insurance Underwriters Inc. argues both a district court and a bankruptcy court wrongfully applied a presumption established in Thomson Inc. v. Insurance Company of North America, an Indiana case, that an insured's defense costs are reasonable and necessary if the insured has secured, supervised and paid for. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING, LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. VERANO RECOVERY: June 22 Plan Confirmation Hearing Set ------------------------------------------------------ On May 13, 2022, Verano Recovery, LLC, a California limited liability company, filed with the U.S. Bankruptcy Court for the Central District of California a Third Amended Disclosure Statement, as amended, describing Third Amended Chapter 11 Plan of Reorganization. On May 16, 2022, Judge Sheri Bluebond approved the Disclosure Statement, as amended, and ordered that: * June 22, 2022, at 2:00 p.m. in Courtroom 1539 of the Bankruptcy Court located at 255 E. Temple Street, Los Angeles, CA 90012 is the hearing regarding confirmation of the Third Amended Plan of Reorganization. * June 13, 2022, by 5:00 p.m. is the deadline for creditors to return to Debtor's counsel ballots containing written acceptances or rejections of the Plan. * June 13, 2022 is the deadline for creditors to file objections to confirmation of the Plan. * June 17, 2022 is the deadline for Debtor to file and serve a brief in support of confirmation of the Plan. A copy of the order dated May 16, 2022, is available at https://bit.ly/3Ly9EEO from PacerMonitor.com at no charge. Attorneys for Verano Recovery, LLC: Marc C. Forsythe, Esq. Reem J. Bello, Esq. GOE FORSYTHE & HODGES LLP 18101 Von Karman Ave., Ste. 1200 Irvine, California 92612 Telephone: (949) 798-2460 Facsimile: (949) 955-9437 E-mail: mforsythe@goeforlaw.com rbello@goeforlaw.com About Verano Recovery Pasadena, Cal.-based Verano Recovery, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-14127) on May 19, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Sheri Bluebond presides over the case. The Debtor tapped Goe Forsythe & Hodges, LLP as bankruptcy counsel; Corbett Steelman & Spector and O'Neil LLP as special counsel; Armory Consulting Co. as financial advisor; and Cline Carroll & Bartell, LLP as accountant. VIVAKOR INC: Incurs $601K Net Loss in First Quarter --------------------------------------------------- Vivakor, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the company of $600,883 on zero revenue for the three months ended March 31, 2022, compared to net income attributable to the company of $9.52 million on $95,000 of revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $54.82 million in total assets, $18.28 million in total liabilities, and $36.54 million in total stockholders' equity. The Company has historically suffered net losses and cumulative negative cash flows from operations, and as of March 31, 2022, the Company had an accumulated deficit of approximately $36.3 million. As of March 31, 2022 the Company had cash of $6,847,224. The Company closed an underwritten public offering of 1,600,000 shares of common stock, at a public offering price of $5.00 per share, for aggregate gross proceeds of $8 million, prior to deducting underwriting discounts, commissions, and other offering expenses. Prior to the offering, the Company financed its operations primarily through debt financing, private equity offerings its working interest agreements. The Company believes it has other liquid assets that may be used to assist in financing the operations of the Company if needed, including marketable securities in Scepter, which hold a fair value $3,470,784 as of March 31, 2022 and have been deposited for trading. The Company believes the liquid assets from the Company's available for sale investments and funding provided from subsequent fundraising activities of the Company give it adequate working capital to finance its day-to-day operations for at least twelve months through April 2023. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1450704/000168316822003590/vivakor_i10q-033122.htm About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc., is a clean energy technology company focused in the area of oil remediation and natural resources. The company currently focuses on its patented Remediation Processing Centers that allows for the environmentally friendly recovery of bitumen (heavy crude) and other hydrocarbons from the remediation of contaminated soils. It is believed to be the only remediation system that can clean soils with more than 5% by weight oil contamination while fully recovering the oil and leaving the soil fully viable for reuse. Vivakor reported a net loss attributable to the company of $5.48 million for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $2.18 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $47.35 million in total assets, $20.19 million in total liabilities, and $27.15 million in total stockholders' equity. VTV THERAPEUTICS: Incurs $7 Million Net Loss in First Quarter ------------------------------------------------------------- vTv Therapeutics Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the company of $7.01 million on $2 million of revenue for the three months ended March 31, 2022, compared to a net loss attributable to the company of $4.24 million on $987,000 of revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $20.19 million in total assets, $13.91 million in total liabilities, $14.37 million in redeemable noncontrolling interest, and a total stockholders' deficit attributable to the company of $8.09 million. To date, the Company has not generated any product revenue and has not achieved profitable operations. The continuing development of the Company's drug candidates will require additional financing. From its inception through March 31, 2022, the Company has funded its operations primarily through a combination of private placements of common and preferred equity, research collaboration agreements, upfront and milestone payments for license agreements, debt and equity financings and the completion of its IPO in August 2015. As of March 31, 2022, the Company had an accumulated deficit of $247.7 million and has generated net losses in each year of its existence. "As of March 31, 2022, the Company's liquidity sources included cash and cash equivalents of $12.1 million. To meet our future funding requirements into the fourth quarter of 2022, based on our current operating plans, we are actively seeking to raise capital through licensing TTP399 in regions outside of North America and Europe and are also actively seeking licensing deals for HPP737 and other assets. Additionally, we are evaluating several financing strategies to fund the on-going and future clinical trials of TTP399, including direct equity investments. The Company may also use its remaining availability of $37.3 million under our Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co. pursuant to which the Company may offer and sell, from time to time shares of the Company's Class A Common Stock and the ability to sell an additional 9,437,376 shares of Class A Common Stock under the LPC Purchase Agreement based on the remaining number of registered shares. However, the ability to use these sources of capital is dependent on a number of factors, including the prevailing market price of and the volume of trading in the Company's Class A Common Stock," vTv said. "These conditions raise substantial doubt about the Company's ability to continue as a going concern. If we are unable to raise additional capital as and when needed, or upon acceptable terms, such failure would have a significant negative impact on our financial condition," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1641489/000156459022019652/vtvt-10q_20220331.htm About vTv Therapeutics vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company focused on developing oral small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by programs for the treatment of type 1 diabetes, Alzheimer's disease, and inflammatory disorders. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease (COPD), and genetic mitochondrial diseases. vTv Therapeutics reported a net loss attributable to the company of $12.99 million for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $8.50 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $25.47 million in total assets, $10.25 million in total liabilities, $24.96 million in redeemable noncontrolling interest, and a total stockholders' deficit attributable to the company of $9.74 million. Raleigh, North Carolina-based Ernst & Young LLP, the Company's auditor since 2000, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. WB BRIDGE HOTEL: Secured Creditor Submits Sale Plan --------------------------------------------------- Secured creditor 159 Broadway 1 LLC submitted a First Amended Plan of Liquidation for Debtors WB Bridge Hotel LLC and 159 Broadway Member LLC. The Debtors' exclusive period to file and solicit a plan expired on November 24, 2021 and January 24, 2022, respectively. To date, the Debtors have been unable to raise sufficient financing to fund a reorganization. Consequently, the next logical step was for the Secured Creditor to file the Plan, which provides for the liquidation of the Debtors by liquidating the real property and improvements thereon, commonly known as and located at 159 Broadway, Brooklyn, New York 11211 (Block 2457, Lots 34 and 9039) and owned by WB Bridge (the "Property"), and use the proceeds from the sale to pay Claims. In the event that the available cash on the Effective Date is insufficient to provide creditors of the Debtors' estates with the distributions required to be made on the Effective Date, any shortfall will be funded by the Secured Creditor (by either reducing the distribution to be made on account of the 159 Broadway 1 Secured Claim, or through Cash to be provided the Proponent) with any such shortfall funding constituting an administrative claim against the Debtors' estates payable from Cash after the Effective Date. The Plan provides for the liquidation of the Debtors by selling the Debtors' only material asset, the Property (along with the Property Causes of Action), to generate proceeds to pay allowed claims of the Debtors' estates. The Secured Creditor intends to sell the Property (and the Property Causes of Action) to obtain its highest and best price, in accordance with applicable provisions of the Bankruptcy Code. Upon completion of the sale, Kriss & Feuerstein LLP, the proponent's Disbursing Agent, shall be authorized to execute any and all documents necessary to effectuate the conveyance of the Property (and the Property Causes of Action) in accordance with the terms of the Plan, including without limitation, Bargain and Sale Deeds with Covenants, a Bills of Sale and all required transfer tax returns and ACRIS documents. Furthermore, on the Effective Date, the Debtors will provide the Successful Bidder, or its nominee, with an assignment and assumption of all unexpired leases or executory contracts that are subject of an Assumption Notice at the Property. Under the Plan, Class 5 WB Bridge General Unsecured Claims total $9,333,160. Each holder of an Allowed Class 5 WB Bridge General Unsecured Claim will receive on account of such claim a pro rata distribution of Available Cash after all payments to Class 1 Claims, the Class 2 Claim, the Class 3 Claim, the Class 4 Claims, Statutory Fees owed by WB Bridge and Administrative Claims against WB Bridge, with interest from the Petition Date onwards at the rates set forth in the applicable Notes as to Claims in Class 2 and Class 3 and interest from the Petition Date onwards at the Federal Judgment Rate as to Claims in Class 1 and Class 4, with principal as to all such Classes being paid in full prior to any payments being made on account of such interest; provided, however, that if the Proponent is the Successful Bidder based on a credit bid, the Proponent will provide a distribution of $350,000 to holders of Claims in Class 5 other than the 159 Broadway 1 Unsecured Claim, the Proponent agreeing to waive the right to receive any distribution from such $350,000 as a member of this Class. The Proponent has also agreed to waive any right to receive any distribution from the proceeds of the Creditor Trust on account of its 159 Broadway 1 Unsecured Claim. All funds to be distributed to the holders of Claims in Class 5 on the Effective Date shall be transferred to and fund the Creditor Trust. Creditors will recover approximately 3.75% or more of their claims. Class 5 is impaired. 159 Member General Unsecured Claims under Class 9 totaling $8,354,250. Each holder of an Allowed 159 Member General Unsecured Claim will receive on or about the Effective Date on account of such claim a distribution from Available Cash up to payment in full after payment in full on Claims in Class 1, Class 2, Class 3, Class 4, Class 5, Class 6, Class 7, Class 8, Statutory Fees and Administrative Claims, with interest from the Petition Date onwards at the rates set forth in the applicable Notes as to the Claims in Class 2, Class 3 and Class 7, and interest from the Petition Date onwards at the Federal Judgment Rate as to Claims in Class 1, Class 4, Class 5, Class 6 and Class 8, with principal as to all such Classes being paid in full prior to any payments being made on account of such interest. Class 9 is impaired. The Plan will be funded by monies made available from the Sale of the Property (and the Property Causes of Action); however, the Proponent shall advance such funds as are necessary to make payments required under the Plan if the Sale proceeds are insufficient to fund all payments required under the Plan. The Bankruptcy Court has scheduled a combined hearing to consider approval of the Disclosure Statement and confirmation of the Plan, on June 14, 2022 at 10:00 a.m., prevailing eastern time, in the United States Bankruptcy Court for the Southern District of New York, United States Bankruptcy Court, 300 Quarropas Street, White Plains, NY 10601. Objections, if any, to the confirmation of the Plan must be filed and served on or before June 7, 2022 at 5:00 p.m. (prevailing eastern time). All ballots must be received prior to 5:00 P.M. on June 7, 2022. Attorneys for the 159 Broadway 1 LLC: Jerold C. Feuerstein, Esq. Daniel N. Zinman, Esq. Stuart L. Kossar, Esq. KRISS & FEUERSTEIN LLP 360 Lexington Avenue, Suite 1200 New York, NY 10017 Tel: (212) 661-2900 A copy of the Disclosure Statement dated May 11, 2022, is available at https://bit.ly/3PgofIb from PacerMonitor.com. About WB Bridge Hotel WB Bridge Hotel LLC and 159 Broadway Member LLC are the owners of a hotel and residential tower project in Brooklyn's hip Williamsburg neighborhood. The project covers a planned 26-story tower at 159 Broadway in Brooklyn, N.Y., that includes apartments and a 235-room hotel across the street from the legendary Peter Luger Steakhouse. The Debtors are affiliated with Hollywood, Fla.-based GC Realty Advisors LLC. They are also affiliated with 85 Flatbush RHO Mezz LLC, the owner of the Tillary Hotel Brooklyn, located at 85 Flatbush Extension, Brooklyn, N.Y. WB Bridge Hotel and 159 Broadway Member sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-23288) on Dec. 21, 2020. The Debtors were each estimated to have $10 million to $50 million in assets and liabilities. Judge Robert D. Drain oversees the cases. Robinson Brog Leinwand Greene Genovese & Gluck PC is the Debtors' legal counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped SilvermanAcampora, LLP, as its legal counsel. WESTERN AUSTRALIAN: Taps Hendren Redwine & Malone as Legal Counsel ------------------------------------------------------------------ Western Australian Holdings, LLC received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Hendren Redwine & Malone, PLLC to serve as legal counsel in its Chapter 11 case. The hourly rates charged by the firm's attorneys and paralegals are as follows: Attorneys $360 to $420 per hour Paralegals $135 to $150 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses. The retainer fee is $25,000. Jason Hendren, Esq., a partner at Hendren Redwine & Malone, 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: Jason L. Hendren, Esq. Rebecca F. Redwine, Esq. Benjamin E.F.B. Waller, Esq. Hendren Redwine & Malone, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 Email: jhendren@hendrenmalone.com rredwine@hendrenmalone.com bwaller@hendrenmalone.com About Western Australian Holdings Western Australian Holdings, LLC -- https://www.majorsestate.com/ -- operates a 200-acre mountain ranch. Based in Clyde, N.C., the company conducts business under the name Majors Estate. Western Australian Holdings sought Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 22-10058) on April 27, 2022. In the petition filed by Timothy F. Majors, manager, the Debtor listed up to $10 million in assets and up to $50 million in liabilities. Judge George R. Hodges oversees the case. Hendren Redwine & Malone, PLLC is the Debtor's legal counsel. ZOHAR FUNDS: Tilton's $1-Bil. Claim Still Alive Pending Appeal -------------------------------------------------------------- Vince Sullivan of Law360 reports that a Delaware bankruptcy judge said Tuesday, May 17, 2022, that an appeal of a ruling she issued earlier in the case of distressed debt investment vehicles should be resolved before she could adjudicate an administrative expense claim from entities associated with Lynn Tilton potentially worth $1 billion, as the contested order involves the expense claim's supporting assertions. During a virtual hearing, U.S. Bankruptcy Judge Karen B. Owens said an appeal of her February order striking portions of Patriarch Partners' $1 billion administrative expense claim motion that supported the request for payment must be decided before she can make a decision on the motion itself. About the Zohar Funds New York-based Patriarch Partners, LLC, is a private equity firm specializing in acquisition, buyouts, and turnaround investment in distressed American companies and brands. Patriarch Partners was founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates held substantial equity stakes in portfolio companies, which include iconic American manufacturing companies with tens of thousands of employees. The Zohar funds were created to raise money through selling a form of notes called collateralized loan obligations to investors that was then used to extend loans to dozens of distressed mid-size companies, often in connection with the acquisition of those companies out of bankruptcy. Patriarch bought "distressed" companies via funding from a series of collateralized loan obligations (CLOs) marketed through Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the funds into bankruptcy in 2018 in an attempt to keep Patriarch's portfolio from being liquidated by Zohar creditors including bond insurer MBIA, which insured $1 billion worth of Zohar notes. Combined debt of the funds is estimated at $1.7 billion. Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [*] "Pop-Up Liquidations" Approved in Chapter 11 Bankruptcy ----------------------------------------------------------- Ben Nicholson, of Fortis Business Advisors, disclosed that in the third quarter of 2021, a motion was granted from the Bankruptcy Court in the Eastern District of Pennsylvania that secured precedence for the use of "Pop-Up" Liquidations as an inventory monetization strategy in Chapter 11 Bankruptcy. The situation leading to the motion is arguably common to professionals in the secured lending and bankruptcy universe. The debtor was a well-known local retailer. During an expansion, the debtor had been over-aggressive in projecting sales and the operating expenses were inordinately high for the location, including rent for a space too large for the type of business and price point. There was simply not enough customer demand to reach critical mass. Additionally, the debtor was already sitting on inventory in a large warehouse and basement at the main location, some of which were specialty items. Therefore, core product had to be purchased to get the new store stocked, which added new vendor debt. As cash flow tightened, the debtor took on a secured loan against the inventory and building of the main location, thereby folding the challenges from the new location into an otherwise solvent business. Unfortunately, the strategy did not work. After several missed rent payments at the new location the landlord bolted the door. To preserve the original location's business, the debtor filed Chapter 11 with a strategy of liquidating the inventory and shuttering the new location. The liquidation strategy was executed successfully, and the new location was cleared out in the agreed upon timeframe. However, given the extent of the liabilities, the debtor needed to generate additional cash to continue to fund the bankruptcy plan. To do so would involve selling through the inventory from the warehouse and basement of the main location. Although strategies had led to increased sales volume at that store, unfortunately, there was simply not enough capacity to accommodate the volume of inventory that needed to be sold. Other monetization options were reviewed, none of which would yield an adequate return. After careful consideration, it was determined that the most positive path forward would be to increase the square footage of sellable space through the addition of two "Pop-Up" liquidation locations. The mechanics involved . . . The professionals recognized that getting approval from the court for the "Pop-Up" liquidation stores would be a heavy lift. No one had seen it done before. To not only ensure success of the strategy but to also prepare for potential pushback, the following boxes needed to be checked: * Locations meeting a specific criteria. * Comprehensive weekly cash flow and P&L projections detailing sales and operating expenses with cash distributions funneling into the capital structure. * A post-petition, debtor-in-possession (DIP) loan funded by the liquidating agent to capitalize each store and cover the start-up expenses -- and show "skin-in-the-game." * A point-of-sale system funneling all proceeds to a DIP account under the debtor's control. Licenses and insurance for new businesses with a new name to ensure separation from the debtor's business. * A new logo and signage designed specifically for branding the new businesses, and the execution of a highly effective, liquidation-focused marketing program utilizing multi-level social media and email campaigns. * A mix of high-value/volume and low-value/volume merchandise to stock the stores. * All operating expenses, including staffing, budgeted for maximum efficiency. With minimal direct examination from the judge, the motion sailed through the court with a nod to the comprehensiveness of the preparation from the professionals involved. The stores were open and operating within a month with the only delay being inspections from the respective municipalities. Profitable returns, free-and-clear . . . Considerable progress has been made since the original conversation around "Pop-Up" liquidations was introduced here. Short-term, "Pop-Up" stores are ultimately fully functioning start-up businesses each with their own challenges, yet taking the steps cited consistently produces successful outcomes. The strategy proves beneficial to organizations seeking recovery from inventory that include financial institutions, landlords and REITs, wholesale merchandisers, and now bankruptcy professionals and their debtor/creditor clients. When the stores are mapped out efficiently and cost-effectively, the results can be considerable. Naturally, the product being sold, the time the store is open, seasonality, and location affect the range of returns; however, average returns to the beneficiaries are from net profit margins consistently over 30% free-and-clear of all expenses with one location so far exceeding 48%. There must be a record to beat for the next location, right? [] BOOK REVIEW: Hospitals, Health and People -------------------------------------------- Author: Albert W. Snoke, M.D. Publisher: Beard Books Softcover: 232 pages List Price: $34.95 Order your personal copy today at http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html Hospitals, Health and People is an interesting and very readable account of the career of a hospital administrator and physician from the 1930's through the 1980's, the formative years of today's health care system. Although much has changed in hospital administration and health care since the book was first published in 1987, Dr. Snoke's discussion of the evolution of the modern hospital provides a unique and very valuable perspective for readers who wish to better understand the forces at work in our current health care system. The first half of Hospitals, Health and People is devoted to the functional parts of the hospital system, as observed by Dr. Snoke between the late 1930's through 1969, when he served first as assistant director of the Strong Memorial Hospital in Rochester, New York, and then as the director of the Grace-New Haven Hospital in Connecticut. In these first chapters, Dr. Snoke examines the evolution and institutionalization of a number of aspects of the hospital system, including the financial and community responsibilities of the hospital administrator, education and training in hospital administration, the role of the governing board of a hospital, the dynamics between the hospital administrator and the medical staff, and the unique role of the teaching hospital. The importance of Hospitals, Health and People for today's readers is due in large part to the author's pivotal role in creating the modern-day hospital. Dr. Snoke and others in similar positions played a large part in advocating or forcing change in our hospital system, particularly in recognizing the importance of the nursing profession and the contributions of non-physician professionals, such as psychologists, hearing and speech specialists, and social workers, to the overall care of the patient. Throughout the first chapters, there are also many observations on the factors that are contributing to today's cost of care. Malpractice is just one example. According to Dr. Snoke, "malpractice premiums were negligible in the 1950's and 1960's. In 1970, Yale-New Haven's annual malpractice premiums had mounted to about $150,000." By the time of the first publication of the book, the hospital's premiums were costing about $10 million a year. In the second half of Hospitals, Health and People, Dr. Snoke addresses the national health care system as we've come to know it, including insurance and cost containment; the role of the government in health care; health care for the elderly; home health care; and the changing role of ethics in health care. It is particularly interesting to note the role that Senator Wilbur Mills from Arkansas played in the allocation of costs of hospital-based specialty components under Part B rather than Part A of the Medicare bill. Dr. Snoke comments: "This was considered a great victory by the hospital-based specialists. I was disappointed because I knew it would cause confusion in working relationships between hospitals and specialists and among patients covered by Medicare. I was also concerned about potential cost increases. My fears were realized. Not only have health costs increased in certain areas more than anticipated, but confusion is rampant among the elderly patients and their families, as well as in hospital business offices and among physicians' secretaries." This aspect of Medicare caused such confusion that Congress amended Medicare in 1967 to provide that the professional components of radiological and pathological in-hospital services be reimbursed as if they were hospital services under Part A rather than part of the co-payment provisions of Part B. At the start of his book, Dr. Snoke refers to a small statue, Discharged Cured, which was given to him in the late 1940's by a fellow physician, Dr. Jack Masur. Dr. Snoke explains the significance the statue held for him throughout his professional career by quoting from an article by Dr. Masur: "The whole question of the responsibility of the physician, of the hospital, of the health agency, brings vividly to mind a small statue which I saw a great many years ago.it is a pathetic little figure of a man, coat collar turned up and shoulders hunched against the chill winds, clutching his belongings in a paper bag-shaking, tremulous, discouraged. He's clearly unfit for work-no employer would dare to take a chance on hiring him. You know that he will need much more help before he can face the world with shoulders back and confidence in himself. The statuette epitomizes the task of medical rehabilitation: to bridge the gap between the sick and a job." It is clear that Dr. Snoke devoted his life to exactly that purpose. Although there is much to criticize in our current healthcare system, the wellness concept that we expect and accept today as part of our medical care was almost nonexistent when Dr. Snoke began his career in the 1930's. Throughout his 50 years in hospital administration, Dr. Snoke frequently had to focus on the big picture and the bottom line. He never forgot the importance of Discharged Cured, however, and his book provides us with a great appreciation of how compassionate administrators such as Dr. Snoke have contributed to the state of patient care today. Albert Waldo Snoke was director of the Grace-New Haven Hospital in New Haven, Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also taught hospital administration at Yale University and oversaw the development of the Yale-New Haven Hospital, serving as its executive director from 1965-1968. From 1969-1973, Dr. Snoke worked in Illinois as coordinator of health services in the Office of the Governor and later as acting executive director of the Illinois Comprehensive State Health Planning Agency. Dr. Snoke died in April 1988. ********* 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. 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