/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220613.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 13, 2022, Vol. 26, No. 163 Headlines 12TH & K ST. MALL: Hires Sid M. Rosenberg as Special Counsel 626 HOSPICE: U.S. Trustee to Name Patient Care Ombudsman A.G. DILLARD: Navitas Says Plan Does Not Comply With Sec. 1129 ACCESS DIRECT: Seeks Cash Collateral Access ADVAXIS INC: Incurs $2.4 Million Net Loss in Second Quarter AFAB SOLUTIONS: July 19 Plan & Disclosure Hearing Set AGILON ENERGY: Combined Disclosure & Plan Confirmed by Judge ALERISLIFE INC: All Three Proposals Passed at Annual Meeting ALPINE 4 HOLDINGS: Falls Short of Nasdaq Bid Price Requirement AMERICAN DE ROSA: Seeks Cash Collateral Access APEX CONVEYOR: Files Bare-Bones Chapter 11 Petition APPLIED ENERGETICS: Executes Phase I STTR Contract With U.S. Army ARCHDIOCESE OF NEW ORLEANS: Abuse Panel Starts Negotiations ARMSTRONG FLOORING: Wins Cash Collateral, DIP Loan ATLANTA LIGHT: Lender Seeks to Prohibit Cash Collateral Use AVAYA INC: Fitch Rates New $500MM 1st Lien Loan 'BB-' AVAYA INC: S&P Rates New $500MM Senior Secured Term Loan 'B-' BASA INVESTMENTS: Gets OK to Hire Nicholas B. Bangos as Attorney BROOKLYN IMMUNOTHERAPEUTICS: Appoints Four New Directors BRUMMETT ENTERPRISES: Excavating Business Starts Subchapter V Case BUMBLE BEE SEAFOODS: CEO Tharp Exits After 12 Years BVM THE BRIDGES: Wins Interim Cash Collateral Access CALLON PETROLEUM: Moody's Affirms 'B2' CFR & Rates New Notes 'B3' CALLON PETROLEUM: S&P Rates $600MM Senior Unsecured Debt 'B' CAMP RIM ROCK: To Seek Plan Confirmation on July 20 CANO HEALTH: Dr. Marlow Hernandez Owns 5% of Class A Shares CANO HEALTH: Provides Update on Strategy, Operations and Outlook CAPARRA HILLS: Fitch Affirms LongTerm IDR & Secured Debt at 'B+' CAREPATH HEALTHCARE: Case Summary & 15 Unsecured Creditors CFN ENTERPRISES: Incurs $1.3 Million Net Loss in First Quarter CHARMING CHARLIE: Amends Prepetition Secured Loan Claims Pay CHARMING CHARLIE: To Seek Plan Confirmation on July 20 CHERRY MAN: Wins Continued Cash Collateral Access CHOCTAW GENERATION: Fitch Lowers Rating on Series 1 & 2 Notes to CC CHUB CAY LLC: Files Bare-Bones Chapter 11 Petition CITIZEN PROTECTION: Seeks to Hire Tamarez CPA as Accountant CITIZEN PROTECTION: Seeks to Hire Vilarino & Associates as Counsel CLAREHOUSE LIVING: Files Emergency Bid to Use Cash Collateral CLEARPOINT NEURO: Files Certificate of Correction With Del. State CLEARY PACKAGING: 4th Circ. Says Discharge Exceptions Applicable CLEVELAND-CUYAHOGA COUNTY PA: S&P Affirms BB+ Rating on 2018 Bonds CONSOL ENERGY: S&P Alters Outlook to Positive, Affirms 'B-' ICR CONSOLIDATED WEALTH: Ordinary Unsecureds Unimpaired in Plan CREATIVE ENCOUNTERS: Case Summary & 11 Unsecured Creditors CS GROUP: Owner of Rental Properties Starts Subchapter V Case DAVE & BUSTER: Moody's Raises CFR to B1, Outlook Stable DAYBREAK OIL: Gaelic Resources Reports 41.85% Equity Stake DEBOER AGRICULTURAL: Seeks to Hire Whitley Penn as Tax Preparer DR. R'KIONE BRITTON: UST Appoints Tamar Terzian as PCO EAGLE BEAR: Seeks to Hire Crowley Fleck as Special Legal Counsel EAGLE BEAR: Seeks to Hire Johnson, Berg & Saxby as Special Counsel EDGEWATER HOLDINGS: Seeks to Hire Gallaher Valuation as Appraiser EDWARD ZENGEL: Wins Cash Collateral Access EVOKE PHARMA: Regains Compliance With Nasdaq Listing Requirement FAIRMONT ORTHOPEDICS: Case Summary & 20 Top Unsecured Creditors FLAVA WORKS: Unsecured Creditors to be Paid in Full in 5 Years FRONT SIGHT MANAGEMENT: Hires Stretto as Claims and Noticing Agent FRONT SIGHT: Get OK to Hire Stretto as Claims and Noticing Agent GLATFELTER CORP: Moody's Lowers CFR to B1 & Alters Outlook to Neg. GROWLIFE INC: To Acquire Bridgetown Mushrooms GT BIOPHARMA: Incurs $5.4 Million Net Loss in First Quarter H&S ALANG: Files Emergency Bid to Use Cash Collateral H&S ALANG: Hampton Inn, in Pearsall, TX, Files for Chapter 11 HAIL MARY: Files Emergency Bid to Use Cash Collateral HOLLY POND: Case Summary & Two Unsecured Creditors IDAHO HOUSING: Moody's Gives Ba1 Underlying Rating to 2022A Bonds IMAGEWARE SYSTEMS: Gets $550K Upsized Draw Loan From Nantahala INFOW LLC: Sandy Hook Families Want Jones to Pay for Legal Fees JCB TRUCKING: Seeks to Hire Heath CPA & Associates as Accountant JNF INVESTMENTS: Seeks Approval to Hire Miguel Salvat as Realtor JOG'S LLC: Seeks Approval to Hire C. Conde & Assoc. as Counsel JONES SODA: Terminates LOI Over Unfavorable Market Conditions JRC INVESTMENT: Willow Park, TX Hotel Starts Subchapter V Case KAMAN CORP: S&P Downgrades ICR to 'BB-', Outlook Stable KB HOME: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive KISSIMMEE CONDOS: Gets OK to Hire Dream Builders as Listing Agent L.E.E. PROPERTY: July 27 Hearing on Disclosure Statement LADDER CAPITAL: Fitch Affirms LT IDR & Unsecured Debt at 'BB+' LD HOLDINGS: Moody's Lowers CFR to B2 & Alters Outlook to Negative LEAR CAPITAL: Agrees to Creditors Committee in Subchapter V Case LIFE CENTER CHURCH: Amends Cadles of Grassy Claims Pay Details LIMETREE BAY: Seeks to Hire Deloitte Tax as Tax Services Provider LTL MANAGEMENT: Claimants Committee Asks Court to Expedite Appeal LTL MANAGEMENT: Maune Raichle Represents Mesothelioma Claimants MALLINCKRODT PLC: Plan Altered for Opioid Creditors MATT HUTCHENS TIRE: Starts Chapter 11 Subchapter V Case MICROVISION INC: All Four Proposals Passed at Annual Meeting MIND TECHNOLOGY: Incurs $2.4 Million Net Loss in First Quarter NATIONAL MENTOR: S&P Downgrades ICR to 'B-' on Lower Cash Flow NATIONAL REALTY: In Chapter 11 After Probe by Regulators NATIONAL REALTY: June 17 Deadline Set for Panel Questionnaires NB HOTELS DALLAS: Seeks Approval to Hire TS Worldwide as Appraiser NORDIC AVIATION: Completed $6-Bil Restructuring Effective June 1 NORTHERN ENERGY: Court OKs Cash Collateral Access NRP LEASE: July 19 Disclosure Statement Hearing Set NXT ENERGY: All Four Proposals Passed at Annual Meeting OAKVIEW FARMS: Hits Chapter 11 Bankruptcy PANBELA THERAPEUTICS: All Four Proposals Passed at Annual Meeting PEGASUS SERVICES: Seeks to Hire Adam Law as Bankruptcy Counsel PETCO HEALTH: S&P Upgrades ICR to 'B+', Outlook Stable PHOENIX OF ALBANY: Owner Blum Files Suit Against Albany County POMMEL MEADOWS: Best Western Seabrook Files for Chapter 11 PROFESSIONAL DIVERSITY: All 3 Proposals Passed at Annual Meeting PWM PROPERTY: Unsecureds be Paid in Full or be Reinstated QUANTUM CORP: Incurs $32.3 Million Net Loss in 2021 REVLON INC: Reportedly Nearing Chapter 11 Filing RIDER HOTEL: Case Summary & 20 Largest Unsecured Creditors RIOT BLOCKCHAIN: CFO to Retire in August RUDRA INVESTMENTS: June 15 Hearing on Continued Cash Access RVR GENERAL: Future Disposable Income to Fund Plan SALINE LODGING: Unsecureds to Get Nothing in Creditor's Plan SANITYDESK INC: Case Summary & 20 Largest Unsecured Creditors SCHULTE PROPERTIES: Disclosures Inadequate, Fifth Third Says SCHULTE PROPERTIES: Disclosures Inadequate, Wells Fargo Says SCHULTE PROPERTIES: Plan Disclosures Insufficient, Shellpoint Says SCHULTE PROPERTIES: Secured Creditors Say Plan Not Confirmable SCHULTE PROPERTIES: Servicer Selene Says Plan Not Confirmable SK GLOBAL: Unsecureds Owed $700K to Get $40K in Plan T.G. UNITED: Seeks Approval to Hire Ward Damon as Attorney TALEN ENERGY: Law Firm of Russell Represents Utility Companies TALEN ENERGY: Weldon Moore Represents Utility Companies TEDESCHI & SONS: Seeks Cash Collateral Access TIPPITT'S TRUX: Seeks Approval to Hire Knutson Law as Counsel TM GRACE: Colorado Construction Company Files for Chapter 11 TNBI INC: Wins Cash Collateral Access, $500,000 DIP Loan TRANSOCEAN LTD: Announces $181 Million Contract Extension TRIPLE FIVE: American Dream Skips Interest Payment on $800M Bond TRIPLET LLC: August 9 Disclosure Statement Hearing Set TRX HOLDCO: Files Emergency Bid to Use Cash Collateral TWO ROCKS: Case Summary & Four Unsecured Creditors TWO ROCKS: Case Summary & Four Unsecured Creditors US INTERNATIONAL REALTOR: Taps Rosenberg Musso as Legal Counsel WALKER HOSPITALITY: Seeks to Hire Jack N. Fuerst as Legal Counsel WC BRAKER: Chapter 11 Trustee Seeks Cash Collateral Access WIRTA HOTELS: Continued Operations to Fund Plan Payments WITCHEY ENTERPRISES: Get OK to Hire William Owens as Accountant WL HOUSTONS: Files Chapter 11 Subchapter V Case [*] Congress Temporarily Raises Subchapter V Debt Limit Again [^] BOND PRICING: For the Week from June 6 to 10, 2022 ********* 12TH & K ST. MALL: Hires Sid M. Rosenberg as Special Counsel ------------------------------------------------------------ 12th & K St. Mall Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Sid M. Rosenberg, Inc. as its special counsel. The firm will represent the Debtor in its dispute with tenant Ellajack, Inc., related to the appropriate rent applicable to a second extended lease option for the largest commercial retail unit at the Debtor’s real property, a first-floor corner restaurant space. The firm has requested a $15,000 postpetition retainer fee. The firm will bill the Debtor at $300/hour. Sid M. Rosenberg is a "disinterested person" within the meaning of 11 U.S.C. Sec. 101, according to court filings. The firm can be reached through: Sid M. Rosenberg, Esq. Law Offices of Sid M. Rosenberg, Inc. 725 30th St #107 Sacramento, CA 95816 Phone: +1 916-447-8101 About 12th & K. St. Mall Partners 2th & K St. Mall Partners, LLC is a California limited liability company created on Nov. 12, 2003, as a real estate investment company. It currently owns and operates a mixed-use property located at 1020 12th St. Sacramento, Calif. On July 29, 2019, 2th & K St. Mall Partners transferred 8.1% equity ownership in the property to the Ziegelman Family Trust, which is not a member of the company. 2th & K St. Mall Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10061) on Jan. 6, 2022, disclosing up to $50 million in assets and up to $50 million in liabilities. Robert W. Clippinger, managing member, signed the petition. Judge Barry Russell oversees the case. Matthew D. Resnik, Esq., at Resnick Hayes Moradi, LLP serves as the Debtor's legal counsel. DMR Consulting Group and Valencia Tax Group are the Debtor's accountants. 626 HOSPICE: U.S. Trustee to Name Patient Care Ombudsman -------------------------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California approved the stipulation of the United States Trustee for order directing the appointment of a Patient Care Ombudsman in the Chapter 11 case of 626 Hospice, Inc. Judge Robles further ordered that the Ombudsman may review confidential patient records as necessary and appropriate to discharge the Ombudsman's duties and responsibilities under this Order, provided however, that the Ombudsman protects the confidentiality of such records as required under applicable non bankruptcy law and regulations including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 and the federal HIPAA privacy regulations at 45 Code of Federal Regulations. A copy of the order is available for free at https://bit.ly/3xl21wz from PacerMonitor.com. About 626 Hospice Inc. 626 Hospice Inc. is a hospital & health care company. 626 Hospice filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-12904) on May 25, 2022. In the petition filed by Natasha Gill as CEO, 626 Hospice Inc. listed estimated liabilities between $500,000 and $1 million. The case is assigned to Honorable Bankruptcy Judge Ernest M. Robles. The Law Offices of Yeznik O. Kazandjian, is the Debtor's counsel. Arturo Cisneros has been appointed as Subchapter V trustee. A.G. DILLARD: Navitas Says Plan Does Not Comply With Sec. 1129 -------------------------------------------------------------- Creditor, Navitas Credit Corp., objects to confirmation of A.G. Dillard, Inc.'s Chapter 11 Plan of Reorganization and approval of the attendant Disclosure Statement. Navitas says the Plan does not meet the requirements of 11 U.S.C. Section 1129. The Plan fails to provide proper treatment of Navitas' claims. The Plan states an erroneous value for the Collateral, which (i) is lower than its actual value and (ii) creates a partial unsecured claim by Navitas. Yet, as set forth above, Navitas is oversecured. Because of Debtor's undervaluation of the Collateral, the Plan does not provide for payment of post-petition interest and post-petition attorney's fees, which are also properly due and payable to satisfy Navitas' secured claim. Therefore, according to Navitas, the requirements for confirmation under section 1129(b)(2)(A) have not been met by Debtor and the Plan should not be confirmed; and approval of the Disclosure Statement should similarly be denied. In the alternative and only to the extent the above arguments are not persuasive, Navitas seeks a valuation hearing pursuant to Bankruptcy Rule 3012. Local Counsel for Creditor Navitas Credit Corp.: Adam M. Spence, Esq. THE LAW OFFICES OF SPENCE & BUCKLER, P.C. 100 West Pennsylvania Avenue, Suite 301 Towson, Maryland 21204 Tel: (410) 823-5003 Telecopier: (443) 936-9181 E-mail: adam@spencefirm.com National Bankruptcy Counsel for Creditor Navitas Credit Corp.: Kenneth D. Peters, Esq. DRESSLER PETERS, LLC 70 W. Hubbard, Suite 200 Chicago, Illinois 60654 Tel: (312) 602-7362 E-mail: kpeters@dresslerpeters.com About A.G. Dillard A.G. Dillard, Inc., is an excavating contractor in Troy, Virginia. It provides a wide variety of site construction services, including site remodeling, clearing and demolition, pond repair/conversion, excavating and grading, site concrete, and paving. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 22-60115) on Feb. 9, 2022. In the petition signed by Alan G. Dillard, III, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Rebecca B. Connelly oversees the case. Robert S. Westermann, Esq., at Hirschler Fleischer, PC is the Debtor's counsel. Blue Ridge Bank, as lender, is represented by Michael D. Mueller, Esq., at Williams Mullen. ACCESS DIRECT: Seeks Cash Collateral Access ------------------------------------------- Access Direct Mail, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and grant replacement liens. The Debtor requires the use of cash collateral in continued operation of its business paying only necessary expenses, including payroll, supplies, maintenance, general utilities, and salary as approved by the Court, and other business expenses. Prior to the Petition Date, the Debtor executed sales and loan agreements in favor of People's Capital and Leasing Corp. and U.S. Small Business Administration pursuant to which the Debtor sold and/or may have granted a security interest in its accounts receivable to the Lenders. The Lenders may assert that they have a lien on accounts receivable generated by the Debtor's business and that it therefore has an interest in the Debtor's cash collateral within the meaning of 11 U.S.C. section 363(a). The Debtor's use of cash collateral will be materially consistent with statements herein wherein cash will be used for necessary expenses including payroll, supplies, maintenance, general utilities, and salary as approved by the Court, and other business expenses. On the date of the Petition, the Debtor had $5,000 in its business checking account and no Account Receivables. The equipment collateral is not deteriorating as it is being used by the Debtor. As adequate protection, the Debtor will provide the Lenders with replacement liens identical in extent, validity and priority as such liens existed on the petition date. A copy of the motion is available at https://bit.ly/3MGZ9zy from PacerMonitor.com. About Access Direct Mail Access Direct Mail Inc. -- https://accessdmi.com/ -- is a provider of direct mail and printing services to organizations of all types and size. Access Direct Mail filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01482) on April 13, 2022, listing up to $500,000 in assets and up to $10 million in liabilities. Amy Denton Harris serves as Subchapter V trustee. Judge Caryl E. Delano oversees the case. Melody D. Genson, Esq., at the Law Offices of Melody Genson is the Debtor's legal counsel. ADVAXIS INC: Incurs $2.4 Million Net Loss in Second Quarter ----------------------------------------------------------- Advaxis, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.44 million on $250,000 of revenue for the three months ended April 30, 2022, compared to a net loss of $5.11 million on $1.38 million of revenue for the three months ended April 30, 2021. For the six months ended April 30, 2022, the Company reported a net loss of $2.81 million on $250,000 of revenue compared to a net loss of $9.08 million on $2.99 million of revenue for the six months ended April 30, 2021. As of April 30, 2022, the Company had $37.52 million in total assets, $2.37 million in total liabilities, and $35.15 million of total stockholders' equity. Advaxis said that similar to other development stage biotechnology companies, the Company's products that are being developed have not generated significant revenue. As a result, the Company has suffered recurring losses and requires significant cash resources to execute its business plans. These losses are expected to continue for the foreseeable future. As of April 30, 2022, the Company had approximately $32.1 million in cash and cash equivalents. Although the Company expects to have sufficient capital to fund its obligations, as they become due, in the ordinary course of business until at least one year from the issuance of these consolidated financial statements, the actual amount of cash that it will need to operate is subject to many factors. The Company recognizes it will need to raise additional capital in order to continue to execute its business plan in the future. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company or whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to further scale back its operations. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001100397/000149315222016125/form10-q.htm About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $17.86 million for the year ended Oct. 31, 2021, a net loss of $26.47 million for the year ended Oct. 31, 2020, a net loss of $16.61 million for the year ended Oct. 31, 2019, and a net loss of $66.51 million for the year ended Oct. 31, 2018. AFAB SOLUTIONS: July 19 Plan & Disclosure Hearing Set ----------------------------------------------------- On June 3, 2022, debtor AFAB Solutions LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement with respect to a Plan. On June 7, 2022, Judge Jacob A. Brown conditionally approved the Disclosure Statement and ordered that: * July 19, 2022 at 2:00 p.m., in 4th Floor Courtroom C, 300 North Hogan Street, Jacksonville, Florida is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. * Creditors and other parties in interest shall file with the court their written ballots accepting or rejecting the Plan no later than 14 days before the date of the Confirmation Hearing. * Any objections to Disclosure or Confirmation shall be filed and served 7 days before the date of the Confirmation Hearing. A copy of the order dated June 7, 2022, is available at https://bit.ly/39l6OpI from PacerMonitor.com at no charge. Counsel for Plan Proponent: Thomas C. Adam, Esq. ADAM LAW GROUP, P.A. 326 N. Broad Street #208 Jacksonville, FL 32202 Tel: (904) 329-7249 Fax: (904) 615-6561 E-mail: tadam@adamlawgroup.com About Afab Solutions LLC Afab Solutions, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 3:22-bk-00110-JAB) on Jan. 18, 2022. In the petition signed by Alexis Rengel, owner, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Jacob Brown oversees the case. Thomas C. Adam, Esq., at The Adam Law Group P.A., is the Debtor's counsel. AGILON ENERGY: Combined Disclosure & Plan Confirmed by Judge ------------------------------------------------------------ Judge Marvin Isgur has entered findings of fact, conclusions of law and order confirming the Third Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Agilon Energy Holdings II, LLC, et al. The Plan has been proposed in good faith and not by any means forbidden by law. 11 U.S.C. Sec. 1129(a)(3). In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the Bankruptcy Cases, the Plan itself, the process leading to the Plan's formulation, the process associated with the Plan's prosecution, the Disclosure Statement, and the record at the Confirmation Hearing and other proceedings held in the Bankruptcy Cases. All applicable requirements of Section 1129(a) of the Bankruptcy Code have been met, except 1129(a)(8). As noted, with respect to each Class of Claims or Interests that is Impaired under the Plan and that has not accepted the Plan, the Plan does not discriminate unfairly and is fair and equitable under the standards set out in section 1129(b)(2) of the Bankruptcy Code. The substantive consolidation of the Debtors' Estates provided for in the Plan is in the best interests of the Debtors and their Estates. The substantive consolidation of the Debtors, and their respective Estates is solely for purposes of voting on the Plan, confirming the Plan, and making Distributions pursuant to the Plan. Additionally, Holders of Allowed Claims or Allowed Interests who assert identical Claims against or Interests in multiple Debtors shall be deemed to have only asserted a single claim against the consolidated Debtor, with such other duplicate claim deemed disallowed. For the avoidance of any doubt, the Post-Effective Date Debtors shall not be consolidated for any post-Effective Date non-bankruptcy purpose, and shall maintain their separate identity under applicable non-bankruptcy law. A copy of the Plan Confirmation Order dated June 7, 2022, is available at https://bit.ly/3O4Hnat from Stretto, the claims agent. Attorneys for the Agilon Energy Holdings II LLC, et al.: Elizabeth M. Guffy, Esq. Simon R. Mayer, Esq. LOCKE LORD LLP 600 Travis St., Suite 2800 Houston, TX 77002 Telephone: (713) 226-1200 Facsimile: (713) 223-3717 Email: eguffy@lockelord.com simon.mayer@lockelord.com Agilon Energy Holdings II Texas-based power producer Agilon Energy Holdings II, LLC, and its affiliates, Victoria Port Power LLC and Victoria City Power LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-32156) on June 27, 2021. At the time of the filing, Agilon had between $100 million and $500 million in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Locke Lord, LLP as legal counsel, Grant Thornton, LLP as financial advisor and Hugh Smith Advisors, LLC as restructuring advisor. Hugh Smith of Hugh Smith Advisors serves as the Debtors' chief restructuring officer. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on July 30, 2021. Pachulski Stang Ziehl & Jones, LLP serves as the committee's legal counsel and Conway MacKenzie, LLC, its financial advisor. ALERISLIFE INC: All Three Proposals Passed at Annual Meeting ------------------------------------------------------------ AlerisLife Inc. held its annual meeting of stockholders at which the stockholders: (1) elected Jennifer B. Clark, Bruce M. Gans, M.D., and Michael E. Wagner, M.D. as directors, each for a three year term of office continuing until the Company's 2025 annual meeting of stockholders and until his, her or their respective successor is duly elected and qualifies; (2) approved the AlerisLife Inc. Second Amended and Restated 2014 Equity Compensation Plan, which amended and restated the Company's existing Amended and Restated 2014 Equity Compensation Plan to, among other things, increase by 3,500,000 the total number of shares of Common Stock, $0.01 par value, available for awards and to extend the term of the plan until June 7, 2032, the tenth anniversary of the Annual Meeting; and (3) ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors to serve for the 2022 fiscal year. Director Compensation Also on June 7, 2022, the Company updated its Director compensation arrangements. Consistent with the Company's Director compensation arrangements, on June 7, 2022, the Company awarded each of the Company's Directors 12,500 shares of the Company's Common Stock. About AlerisLife AlerisLife (formerly known as Five Star Senior Living Inc.) is a holding company incorporated in Maryland and substantially all of its business is conducted by its two segments: (i) residential (formerly known as senior living) through its brand Five Star Senior Living, or Five Star, and (ii) lifestyle services (formerly known as rehabilitation and wellness Services) primarily through its brands Ageility Physical Therapy Solutions and Ageility Fitness, or collectively Ageility, as well as Windsong Home Health. As of Dec. 31, 2021, through the Company's residential segment, it owned and operated or managed, 141 senior living communities located in 28 states with 20,105 living units, including 10,423 independent living apartments, 9,636 assisted living suites, which includes 1,872 of its Bridge to Rediscovery memory care units, and one continuing care retirement community, or CCRC, with 106 living units, including 46 skilled nursing facility or SNF, units that was closed in February 2022. The Company managed 121 of these senior living communities (18,005 living units) for Diversified Healthcare Trust, or DHC, and owned 20 of these senior living communities (2,100 living units). The Company's lifestyle services segment provides a comprehensive suite of lifestyle services including Ageility rehabilitation and fitness, Windsong home health and other home based, concierge services at senior living communities the Company owns and operates or manage as well as at unaffiliated senior living communities. AlerisLife reported a net loss of $29.93 million for the year ended Dec. 31, 2021, and a net loss of $7.59 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $396.47 million in total assets, $114.85 million in total current liabilities, $110.08 million in total long-term liabilities, and $171.54 million in total shareholders' equity. Five Star reported a net loss of $20 million for the year ended Dec. 31, 2019, a net loss of $74.08 million for the year ended Dec. 31, 2018, and a net loss of $20.90 million for the year ended Dec. 31, 2017. ALPINE 4 HOLDINGS: Falls Short of Nasdaq Bid Price Requirement -------------------------------------------------------------- Alpine 4 Holdings, Inc. received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company's Class A Common Stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter has no immediate impact on the listing of the Company's Common Stock, which will continue to be listed and traded on The Nasdaq Capital Market under the symbol "ALPP," subject to the Company's compliance with the other continued listing requirements of The Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until Nov. 29, 2022, to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Company's Common Stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the Bid Price Requirement and will then consider the matter closed. If the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period, provided that, on such date, the Company meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing requirements for the Nasdaq Capital Market (other than the minimum closing bid price requirement) and the Company provides written notice to Nasdaq of its intention to and plans for curing the deficiency during the second compliance period. The Company will monitor the closing bid price of its Common Stock through Nov. 29, 2022, and intends to take all reasonable measures available to regain compliance with the Bid Price Requirement under the Nasdaq Listing Rules and to maintain the listing of its Common Stock on the Nasdaq Capital Market. About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of drivers, stabilizers, and facilitators. As of April 14, 2021, the Company was a holding company that owned nine operating subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.; Deluxe Sheet Metal, Inc.; Excel Construction Services, LLC; SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US), Inc. Alpine 4 reported a net loss of $19.41 million for the year ended Dec. 31, 2021, compared to a net loss of $8.05 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $130.38 million in total assets, $62.35 million in total liabilities, and $68.04 million in total stockholders' equity. AMERICAN DE ROSA: Seeks Cash Collateral Access ---------------------------------------------- American De Rosa Lamparts, LLC asks the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the immediate use of cash collateral to preserve and enhance the value of its estate for the benefit of all parties-in-interest. Without the use of cash collateral, the Debtor will not be able to pay its employees' wages accrued from May 29, 2022 to the Petition Date. The entities that assert an interest in the cash collateral are The Resilience Fund IV, L.P, and The Resilience Fund IV-A, L.P. On October 17, 2016, the Debtors entered into the Amended and Restated Revolving Credit, Term Loan and Security Agreement. The Credit Agreement was executed by and between Luminance Acquisition, LLC and the Debtor as borrowers, Hallmark Lighting, LLC, SV-ADL Holdings, LLC, and ADL International, LLC as guarantors, the financial institutions that became a party to the Credit Agreement as lenders, and PNC Bank, National Association, as agent for the Lenders. Pursuant to the Credit Agreement, the Borrowers were provided a total credit facility with maximum borrowing of up to $31,500,000, and which consisted of a term loan in the aggregate principal amount of $14,000,000 and a revolving line of credit of up to $17,500,000. The Term Loan was payable in quarterly installments over 60 months (i) commencing April 1, 2017 and continuing on the first day of each calendar quarter through and including January 1, 2018, in the amount of $500,000 per quarter, and (ii) commencing on April 1, 2018 and continuing on the first day of each calendar quarter thereafter, in the amount of $625,000 per quarter. The maturity date of the Credit Agreement was on April 1, 2022. As of the Petition Date, the Borrowers were indebted to the Agent and the Lenders in the aggregate principal amount of (i) $5,554,684 on account of Revolving Advances, (ii) $970,596 on account of the term loan and (iii) $1,361,417 on account of reimbursement obligations relating to outstanding Letters of Credit. In addition to the Credit Agreement, the Borrowers were also obligated under the subordinated Secured Promissory Note, dated as of November 30, 2018, provided by The Resilience Fund IV, L.P. and The Resilience Fund IV-A, L.P. as lenders thereunder. Prior to the Petition Date, the aggregate unpaid principal balance of the Promissory Note, together with accrued but unpaid interest, was $5,543,925. As adequate protection, the Debtor proposes to grant Replacement Liens to the Lenders and the Agent to the extent of diminution in collateral. The Resilience Fund IV, L.P. and The Resilience Fund IV-A, L.P. consent to the use of their cash collateral. A copy of the motion is available at https://bit.ly/3O9nVK1 from PacerMonitor.com. About American De Rosa Lamparts, LLC American De Rosa Lamparts, LLC offers a collection of both residential lighting fixtures, commercial and industrial lighting fixtures, along with an expansive line of ceiling fans. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-50654) on June 8, 2022. In the petition signed by Amit Dixit, chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Alan M. Koschik oversees the case. Marc B. Merklin, Esq., at Brouse McDowell, LPA is the Debtor's counsel. APEX CONVEYOR: Files Bare-Bones Chapter 11 Petition --------------------------------------------------- Apex Conveyor Systems Inc. filed for chapter 11 protection in the Central District of California without stating a reason. According to court documents, Apex Conveyor Systems estimates between 50 and 99 creditors. The petition states funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 15, 2022 at 1:30 P.M. About Apex Conveyor Systems Inc. Apex Conveyor Systems Inc. designs and manufactures parts and components for any conveyor system application. Apex Conveyor Systems Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-12152) on June 6, 2022. In the petition filed by Greg S. King, as president, the Debtor estimated assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. The case is assigned to Honorable Bankruptcy Judge Magdalena Reyes Bordeaux. Robert B Rosenstein, of Rosenstein & Associates, is the Debtor's counsel. APPLIED ENERGETICS: Executes Phase I STTR Contract With U.S. Army ----------------------------------------------------------------- Applied Energetics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it executed a Phase I Small Business Technology Transfer (STTR) contract with the U.S. Army against topic number A21.C-T018 and topic title: Ultra-Wide and High-Average Power Directional IR Countermeasures. Compensation under Army STTR A21.C Phase I contracts is limited to an aggregate of $173,000. The company intends to provide additional information upon approval from the government agency. About Applied Energetics Headquartered in Tucson, Arizona, Applied Energetics, Inc. -- www.aergs.com -- specializes in the development and manufacture of advanced high-performance lasers, high voltage electronics, advanced optical systems, and integrated guided energy systems for prospective defense, aerospace, industrial, and scientific customers worldwide. Applied Energetics reported a net loss of $5.42 million for the year ended Dec. 31, 2021, a net loss of $3.23 million for the year ended Dec. 31, 2020, and a net loss of $5.56 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $3.75 million in total assets, $2.01 million in total liabilities, and $1.74 million in total stockholders' equity. Las Vegas, NV-based RBSM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2022, citing that the company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, that raises substantial doubt about the Company's ability to continue as a going concern. ARCHDIOCESE OF NEW ORLEANS: Abuse Panel Starts Negotiations ----------------------------------------------------------- David Hammer of WWL TV reports that the church sex abuse victims kicked off bankruptcy court panel negotiating with Archdiocese of New Orleans. "This could add tremendous delays to the process on the very day when mediation was scheduled to begin." Two hours before Church sex abuse victims on a court-appointed committee were scheduled to address Archbishop Gregory Aymond in bankruptcy court, a federal judge put a stop to it and removed four of the six victims from the panel. U.S. Bankruptcy Judge Meredith Grabill said in her order that she was forced to remove them because one of their attorneys, Richard Trahant, had allegedly disclosed "highly confidential information" in violation of her previous orders. That leaves only two members remaining on a committee representing about 450 alleged victims of sexual abuse by clergy in the Archdiocese of New Orleans' two-year-old bankruptcy case. The committee was going to court Tuesday, June 7, 2022, to begin mediation, a process to decide how much money the Archdiocese owes its creditors. Victims of sexual abuse by clergy were prepared to argue the church owes them damages for allegedly allowing abuse to happen and covering it up. "This really changes the momentum of the bankruptcy," said James Adams, the chairman of the committee and one of the four who were removed because they are represented by Trahant. "This could add tremendous delays to the process on the very day when mediation was scheduled to begin." Grabill's order says an investigation by the U.S. Trustee, an officer of the court who acts as a neutral representative of the Justice Department in bankruptcy cases, found that Trahant disclosed protected information to an unnamed "third party" and "the media," but the report was filed under seal and remained secret. Grabill's order says because of Trahant's alleged actions, she was forced to remove his clients from the committee and would hold a hearing to consider sanctions against Trahant. But Adams said he and Trahant's other clients were never given a chance to choose a different lawyer. "I'm not a lawyer, but it's very strange to me that the perceived actions of someone else would lead the judge to sanction the members of the committee," Adams said. "It's shocking. It really is." Trahant said punishing his clients for his actions is unfair to them and all the sexual abuse victims they represent. "Our four clients who were removed from the Unsecured Creditors Committee did nothing wrong," he said. "These child sexual abuse survivors have volunteered their time selflessly and have given incredible effort for the past two years to hold the Archdiocese of New Orleans accountable while representing the interests of approximately 450 sexual abuse survivors in this bankruptcy. This is a sad day for childhood sexual abuse survivors and for those who advocate for them, but we will continue to represent our clients zealously." As a member of the committee, Adams had access to sealed court records, and he said the judge's allegation that Trahant disclosed confidential information "is not consistent with what I know to be the actions of Richard Trahant." Richard Windmann, head of the advocacy group Survivors of Childhood Sex Abuse, also blasted Grabill's order, saying it "robbed (victims) of their voices in the midst of their abusers." The Archdiocese declined to comment on Grabill's order. In addition to ousting the four committee members, Grabill's order prevents Trahant and two attorneys he works with, Soren Gisleson and John Denenea, from participating in settlement negotiations from now on. Trahant, Gisleson and Denenea represent almost one-in-every-five claimants alleging child sexual abuse in the bankruptcy case. They also handled nearly all of three dozen sexual abuse lawsuits that were pending against the Archdiocese in state court seeking millions of dollars in damages when the local church filed for bankruptcy protection in May 2020. By filing for bankruptcy, the Archdiocese was able to stop those civil court cases in their tracks, including preventing Aymond and other top church officials from having to testify under oath in depositions. And since then, according to court records, Grabill has kept secret hundreds of documents related to the child sexual abuse claims. According to a court transcript from July 2020, Grabill refused to accept into the record documents related to sexual abuse claims against a living former priest, Lawrence Hecker. The Archdiocese acknowledged Hecker was credibly accused of sexually abusing minors in 2018, but Trahant and Gisleson argued in 2020 that records of the allegations against him, disclosed in a state court lawsuit, were not fully reported to law enforcement. Instead of letting those documents into the bankruptcy case, Grabill said she would destroy them because they had been sealed previously by a state court. Trahant and Gisleson said they have not been allowed to see the U.S. Trustee's report and were not given a chance to rebut the claim that Trahant disclosed confidential information. Gisleson said they will challenge the court’s ruling. In a statement to WWL-TV Trahant suggested the information he divulged was to protect children from a current threat. "While I am not at liberty to discuss the circumstances surrounding the court's order, we will always do what we have to do to protect children from sexual predators," Trahant said. Grabill's order does not say what information Trahant revealed or exactly who received it, but it does say it was disclosed to a third party and the media beginning on Dec. 31, 2021. Less than three weeks later, on Jan. 18, 2022, The Times-Picayune | New Orleans Advocate reported that the Rev. Paul Hart had suddenly left his post as chaplain at Brother Martin High School on Jan. 6. The newspaper, citing multiple unnamed sources, reported that days earlier school officials had been "tipped off" that a church investigation had determined Hart violated his celibacy vows with a 17-year-old girl but the Archdiocese did not formally notify the school until requested to do so on Jan. 13, 2022. About The Roman Catholic Church of the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans is a non-profit religious corporation incorporated under the laws of the State of Louisiana. On the Web: https://www.nolacatholic.org/ Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano & Company, Inc., is the claims agent. The U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on May 20, 2020. The committee is represented by the law firms of Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. ARMSTRONG FLOORING: Wins Cash Collateral, DIP Loan -------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized Armstrong Flooring, Inc. and its affiliates to use cash collateral on a final basis and obtain senior secured superpriority postpetition financing. The Debtor is permitted to borrow, incur and guarantee (as applicable), (i) loans under the DIP Revolver Facility, pursuant to the terms and conditions of the Revolver DIP Documents, the Final Order and the Approved Budget, up to an aggregate principal amount of $90 million in DIP Revolving Commitments; and (ii) DIP Term Loans, pursuant to the terms and conditions of the DIP Term Documents, the Final Order and the Approved Budget, in an aggregate principal amount not to exceed $37,333,333 (inclusive of the Roll-Up), with the DIP Term Loan to be made upon entry of the Final Order and satisfaction of other conditions set forth in the DIP Term Agreement and in accordance with the Approved Budget. Bank of America, N.A. serves as the administrative agent, collateral agent Australian security trustee, and swingline lender and letter of credit issuer under the DIP Revolver Facility. Pathlight Capital LP serves as administrative agent, collateral agent and Australian security trustee under the DIP Term Loan Facility. Armstrong Flooring, Inc., and certain of its affiliates, the financial institutions from time to time party thereto as lenders, swingline lender and/or letter of credit issuer, and BANA, as administrative agent, collateral agent and Australian security trustee, are parties to the Credit Agreement, dated as of December 31, 2018. The Prepetition ABL Credit Agreement provided the Prepetition ABL Obligors with an asset-based revolving credit facility with $90 million of maximum aggregate availability to the borrowers thereunder, subject to a borrowing base (as reduced by reserves and, effectively, certain minimum availability covenants), as set forth in the Prepetition ABL Credit Agreement. As of the Petition Date, approximately $54,484,004 in principal was outstanding under the Prepetition ABL Facility in the form of "Revolving Loans", plus outstanding letters of credit in the stated amount of $9,614,407, plus interest accrued and accruing at the rates set forth in the Prepetition ABL Credit Agreement. Armstrong Flooring, Inc. and Armstrong Flooring Pty Ltd, as borrowers, and certain other subsidiaries of Armstrong Flooring, Inc. and Pathlight, as administrative agent, collateral agent and Australian security trustee are parties to the certain Term Loan Agreement, dated as of June 23, 2020. As of the Petition Date, not less than $98,016,883 in principal was outstanding under the Prepetition Term Loan Agreement, plus interest accrued and accruing at the rates set forth in the Prepetition Term Loan Documents. The Debtors are permitted to (i) continue borrowing under the DIP Facilities and using cash collateral commencing on the date of the First Preliminary Cash Collateral Order, continuing following entry of the Final Order through and including the occurrence of a DIP Termination Event solely in accordance with, and for the purposes permitted by, the DIP Loan Documents, the Final Order and the Approved Budget, (ii) pay all interest, costs, fees and other amounts and obligations accrued or accruing under the DIP Loan Agreements and other DIP Loan Documents (including, without limitation, Cash Collateralize any or all L/C Obligations, all pursuant to the terms and conditions of the Final Order, the Approved Budget, the DIP Loan Agreements and the other DIP Loan Documents and (iii) repay the Prepetition ABL Obligations and Prepetition Term Loan Obligations pursuant to the Final Order. The DIP Secured Parties are granted valid, enforceable, non-avoidable, automatically and fully perfected DIP Liens in all DIP Collateral, including, without limitation, all property constituting Prepetition Collateral, including, without limitation, any cash collateral (as that term is defined in section 363(a) of the Bankruptcy Code and further defined below), to secure the repayment of the DIP Obligations, which DIP Liens will be subject to the Carve Out and Permitted Liens and the relative rankings and priorities, as between the Prepetition ABL Secured Parties and the Prepetition Term Loan Secured Parties, subject to the terms of the Prepetition Intercreditor Agreement. A copy of the order is available at https://bit.ly/3tqOQsK from PacerMonitor.com. 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 and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10426) on May 8, 2022. In its petition, Armstrong Flooring listed $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 cases. The Debtors hired Skadden, Arps, Slate, Meagher & Flom, LLP and Chipman Brown Cicero & Cole, LLP as bankruptcy counsels; and Houlihan Lokey Capital, Inc. as financial advisor and investment banker. The Debtors also tapped Riveron Consulting, LP to provide interim management services and designated Dalton Edgecomb of Riveron as their chief transformation officer. Meanwhile, Friedman Kaplan Seiler & Adelman, LLP, Groom Law Group, Chartered and Borden Ladner Gervais LLP serve as the Debtors' special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on May 18, 2022. The committee is represented by Cole Schotz P.C. ATLANTA LIGHT: Lender Seeks to Prohibit Cash Collateral Use ----------------------------------------------------------- Tandem Bank asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to prohibit Atlanta Light Bulbs, Inc. to use cash collateral. In the alternative, Tandem Bank requests Debtor's use of cash collateral be (i) conditioned upon adequate protection of Tandem Bank's interest in the cash collateral; and (ii) subject to a Court approved budget with which Debtor must strictly comply the Debtor has not filed a motion requesting authorization to use cash collateral. Tandem Bank is the holder of a secured claim against the Debtor in the principal amount of $600,000, plus pre-petition interest, post-petition interest, attorney's fees and charges as allowed by law, pursuant to a Promissory Note and Business Loan Agreement dated September 2, 2020. Tandem Bank says its claim is collateralized by first priority security interest in all of the Debtor's assets. Tandem Bank's secured claim is evidenced and perfected by virtue of the UCC Financing Statement recorded in the records of the Clerk of Superior Court of Dekalb County on September 14, 2020, as File No. 044-2020-004114. Tandem Bank's lien extends to the Debtor's cash collateral. No cash collateral motion has been filed, and no request has been received by Tandem Bank to approve the use of cash collateral. Tandem Bank opposes the use of its cash collateral and has not consented to such use. On July 19, 2021, Tandem Bank issued a demand letter to the Debtor notifying the Debtor of its failure to provide certain financial statements, including accounts receivable aging, borrowing base certificates, annual statements, interim statements, and tax returns as required by the Loan Documents and provided a 10-day cure period to provide the same. The Debtor failed to provide the complete Financial Documents. Tandem Bank has repeatedly requested the Debtor voluntarily share information with the bank; however, the Debtor has failed to provide such information. Tandem Bank has an immediate need for the required information due to reasons including but not limited to cash collateral concerns. The bank says the Loan Documents were in default on the Petition Date for reasons including Debtor's failure to provide financial information required by the Loan Documents, the Debtor's change in ownership, and the Debtor's payment defaults. The Note matured by its own terms on September 2, 2021, and remains unpaid. All of the Debtor's assets are fully encumbered by Tandem Bank's secured claim pursuant to the Loan Documents. Upon information and belief, Tandem Bank's claim is undersecured as the assets are less than the debt due Tandem Bank. A copy of the motion is available at https://bit.ly/3H5FDvo from PacerMonitor.com. About Atlanta Light Bulbs, Inc. Atlanta Light Bulbs, Inc. is a family-owned and operated lighting company that offers commercial lighting, fixtures, replacement sockets, ballasts, and LED bulbs. Halco Lighting Technologies, LLC, Candela Corporation, and Norcross Electric Supply Company filed an involuntary petition for relief against Atlanta Light Bulbs, Inc. under Chapter 11 of U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-52950) on April 15, 2022. AVAYA INC: Fitch Rates New $500MM 1st Lien Loan 'BB-' ----------------------------------------------------- Fitch Ratings has affirmed Avaya Inc.'s 'B' Issuer Default Rating (IDR) and has assigned a 'BB-'/'RR2' rating to the proposed $500 million senior secured first-lien term loan. Fitch has downgraded Avaya's senior secured first-lien term loans and notes to 'BB-'/'RR2' from 'BB'/'RR1'. The downgrade stems from lower recovery prospects with the additional first-lien debt being raised to refinance Avaya Holdings convertible notes due in June 2023. Fitch has revised the Rating Outlook to Negative from Positive as Avaya experiences near-term effects on revenue and cash from operations due to a faster-than expected shift to a cloud/subscription-based model. In addition, the conflict between Russia and Ukraine has also negatively affected revenues and profitability. Positively, the company continues to show continued momentum with subscription and cloud-based offerings as evidenced by upward revisions to expectations for OneCloud's annual recurring revenues (ARR). KEY RATING DRIVERS Market Position Evolving: Fitch's existing IDR reflects an improved market position following the development and expansion of subscription and cloud-based offerings balanced against the working capital headwinds resulting from this shift in the business model. The company's business continues to shift to a recurring revenue and software-based model. OneCloud ARR, a key measure of this change, has increased from $35 million at the end of fiscal 2019 to $750 million at the end of 2Q22. Similarly, revenue from cloud, alliance partners and subscription has increased from 14% in fiscal 2018 to 54% in 2Q22. The ratings are limited by the competitiveness of the company's markets, particularly for cloud-based solutions. Near-Term Leverage Increasing: Gross leverage (total debt with equity credit/operating EBITDA) at the parent was approximately was 5.1x for the LTM ending March 31, 2022. Fitch estimates gross leverage and net leverage will be 5.6x and 5.0x, respectively, at the end of fiscal 2022. In 2022, there will also be incremental borrowing to address the pressure on cash flow in fiscal 2022 due to the shift to subscription-based products. As the cash impact of the transition reverses, Fitch expects the company's debt to decline moderately, and a return to modest EBITDA growth to reduce gross leverage to 5x or lower in fiscals 2023 and 2024. Cash Generation Pressured in FY22: Fitch estimates CFO as a percentage of revenues will be in line with the company's guidance of (7%) in FY22, improving to positive low single digits in FY23, as the company works its way through the shift to subscription-based services. CFO/revenues continue to strengthen in FY24. Fitch estimates negative FCF of around $300 million in FY22, improving to slightly negative in FY23, before turning positive in FY24. Revenue from Software and Services: Software and services accounted for approximately 89% of revenue in fiscal 2Q22 (up from 83% in fiscal 2019). Avaya generated approximately 69% of total revenues from recurring contracts in fiscal 2Q22, up from 58% in fiscal 2019. Recurring global support services and enterprise cloud and managed services contracts generally have tenures of one to five years. Broad Distribution Network: Avaya's indirect channel, with more than 3,800 active channel partners at the end of fiscal 2021, extends the company's sales reach to about 190 countries worldwide. Product revenue from indirect sales was 68% of total Products & Solutions segment revenue for fiscal 2021. Diversified Revenue Base: Avaya's revenue base is diversified from a customer, geographic and industry perspective. Avaya had approximately 90,000 customers at the end of fiscal 2021, including more than 90% of the largest U.S. companies. Approximately 43% of total revenue is generated outside the U.S. DERIVATION SUMMARY Avaya faces numerous competitors given its cloud-based, on-premise and hybrid solutions for CC and UC applications. Avaya is a large vendor in the global UC industry but is substantially smaller and less diversified than its primary competitors in the enterprise market: Cisco Systems, Inc. and Microsoft Corporation (AAA/Stable). Additional competitors in the enterprise market include NEC, Atos Unify, Alcatel-Lucent Enterprise and Huawei. In the mid-market UC industry, competitors include Mitel, NEC, Cisco and Microsoft. KEY ASSUMPTIONS -- Revenue declines more than 4% in fiscal 2022, and declines less than 1% in FY 2023. In FY 2024, growth is in the range of 3.5%-4.0%; -- After declining to approximately 20% in FY 2022, EBITDA margins are in the range of 22%-23%; -- Capital intensity of 3%-4%; -- Fitch forecasts FCF deficits during fiscals 2022 and 2023 due to the drag from the shift to subscription-based offerings. In fiscal 2023 the company is just under break-even, with FCF growing in the future as the working capital headwinds from the shift are overcome. Recovery Rating (RR) Assumptions: The recovery analysis assumes the enterprise value of Avaya is maximized in a going-concern scenario versus liquidation. Fitch contemplates a scenario in which default may be caused by continued secular pressure in premise-based offerings, and setbacks in its recent success with subscription/cloud-based products arising from heightened competitive pressures. Additionally, while the strategic partnership with RingCentral is successful, Avaya Cloud Office sales are lower than expected, and the company experiences EBITDA margin pressure. Under this scenario, Fitch estimates a going-concern EBITDA of $515 million, which is approximately 14% below Fitch-calculated EBITDA for the LTM ended March 31, 2022. Fitch assumes Avaya will receive a going-concern recovery multiple of 5.5x EBITDA under this scenario. The 5.5x multiple compares with the bankruptcy exit multiple for Avaya of 8.1x, and the median multiple of 8.4x for recent transactions for low-to-moderate growth enterprise communications companies in the 8x-9x range, including ShoreTel, Intrado, Polycom, and Alcatel Lucent's enterprise business, among others. Fitch assumes $150 million of the $200 million secured ABL is drawn (based on the current borrowing base) at the time of default and a 10% administrative claim through a restructuring. Fitch-forecasted going-concern EBITDA of $515 million and recovery multiple of 5.5x results in a post-reorganization enterprise value of $2.55 billion after the deduction of expected administrative claims and the assumed ABL drawn amount, resulting in 79% recovery for the $3.04 billion first-lien senior secured term loan and notes (including the proposed term loan) which allows for notching of +2 from the IDR of 'B' to 'BB-'/'RR2'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The Outlook could be returned to Stable if revenues return to growth and cash flow from operations turns positive; -- For an upgrade, sustained revenue growth, combined with stable margins due to continued cost reduction efforts and continued growth in cloud-based/subscription services; -- Strengthening FCF with FCF margins in the mid-single digits; -- Gross debt leverage sustainable below 4.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Expectations for declining revenues, including beyond the forecast horizon, combined with margin pressure; -- Gross debt leverage sustained above 5.5x. 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 Adequate Liquidity: Avaya has been facing pressure on cash from its transition to cloud-based/subscription services. Fitch believes Avaya has adequate liquidity in the near-term based on the $324 million cash balance as of March 31, 2022 ($171 million was held outside the U.S.). Liquidity is also supported by an undrawn $200 million ABL facility which matures in 2025. Avaya had $118 million of availability on the facility after $32 million of outstanding LOCs and guarantees as the borrowing basis at the end of the quarter was $150 million. The ABL facility was amended in September 2020, reducing its size from $300 million to $200 million, and the maturity was extended to September 2025 from December 2022. The debt structure, in addition to the ABL facility, includes a $1.543 billion first-lien term loan, consisting of two tranches, that mature in December 2027 and $1 billion of 6.125% senior secured first-lien notes due 2028, and the proposed $500 million new first-lien term loan. Owing to a $250 million prepayment in November 2019, Fitch believes there will be no further required amortization payments on the term loan prior to maturity under the credit agreement. The parent, Avaya Holdings Corp., also has outstanding $350 million in 2.25% senior unsecured convertible notes due in June 2023. The company plans to use the proceeds from the proposed term loan to retire the notes, with any excess proceeds to be used for general corporate purposes. ISSUER PROFILE Avaya Inc. provides digital communications products, solutions and services, including contact center and unified communications and collaboration products and services. Its primary customers are enterprises and midmarket businesses. Avaya operates in approximately 190 countries and has about 90,000 customers. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING RECOVERY PRIOR ---- ------ -------- ----- Avaya Inc. LT IDR B Affirmed B senior secured LT BB- New Rating RR2 senior secured LT BB- Downgrade RR2 BB AVAYA INC: S&P Rates New $500MM Senior Secured Term Loan 'B-' ------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Avaya Inc.'s proposed non-fungible $500 million incremental senior secured term loan due December 2027, which will rank pari-passu with the company's existing secured debt. S&P said, "At the same time, we affirmed our 'B-' issue-level rating on Avaya's existing secured first-lien debt, which will rank pari-passu with the proposed issuance, and revised our rounded recovery estimate to 50% from 55% due to higher amounts of secured debt in the capital structure. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default." Avaya has indicated that it expects to use the net proceeds from this offering primarily to prefund the refinancing of its existing $350 million of convertible debt maturing in June 2023, as well as for general corporate purposes, including to bolster its liquidity and to pay transaction fees and expenses. S&P said, "Despite increasing leverage and debt service requirements, we believe Avaya's credit quality benefits from this transaction, primarily because it will address the mounting short-term refinancing and liquidity risks it faced, which were two factors that posed the most imminent risk of a downgrade over the near term. That said, our 'B-' issuer credit rating and negative outlook already incorporated our expectation that Avaya would have the ability to refinance the maturity before it became current. The company's transition to a subscription-based model will likely continue to require sizeable working capital investment as it seeks to maintain its current pace for at least the next few quarters. However, this refinancing does not materially alleviate the potential liquidity capital structure risks facing Avaya over the long term if it continues to underperform our projections." S&P said, "The negative outlook continues to reflect the at least one-in-three chance we will lower our ratings on Avaya if it underperforms our revenue, profitability, and cash flow generation assumptions. This could lead us to conclude that it is increasingly likely the company will be unable to maintain a level of liquidity sufficient to support it working capital investment and required capital expenditure to keep pace with its transition to a subscription-based model, including achieving annual recurring revenue (ARR) of $1.425 billion by fiscal year 2023 and $2.0 billion by fiscal year 2024." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P has updated its recovery analysis to incorporate Avaya's proposed $500 million first-lien term loan, which will rank pari-passu with its existing first-lien debt, to prefund the maturity of its convertible notes due June 2023. -- S&P now assumes the company's pro forma capital structure will comprise a $150 million asset-based lending (ABL) revolver (with up to $200 million of borrowing capacity), an $800 million term loan B-1 due December 2027, a $743 million term loan B-2 due December 2027, and $1 billion of 6.125% senior 1L notes due September 2028. -- S&P's simulated default scenario assumes a default occurring in 2024 because of a significant deterioration in the unified communications (UC) business and technological disruption in the contact centre (CC) market as more nimble cloud providers gain share among enterprise customers. -- S&P believes if Avaya were to default, it would continue to have a viable business model. This belief is underpinned by the company's global brand recognition, diverse customer base, strong CC business, and growing cloud-based segment. Therefore, S&P believes its lenders would achieve the greatest recovery through a reorganization rather than a liquidation. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: Approximately $341 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): Approximately $1.97 billion -- Valuation split (obligors/nonobligors): 85%/15% -- Priority claims: Approximately $388 million -- Value available to first-lien debt claims: Approximately $1.55 billion -- Unpledged value (not collateral): Approximately $34 million -- Secured first-lien debt claims: Approximately $3.14 billion --Recovery expectations: 50%-70% (rounded estimate: 50%) BASA INVESTMENTS: Gets OK to Hire Nicholas B. Bangos as Attorney ---------------------------------------------------------------- Basa Investments, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Nicholas B. Bangos, P.A. as its attorneys. The firm will render these services: (a) advise the Debtor with respect to its powers and duties as debtor in possession in the continued management and operation of its affairs and property; attend meetings and negotiate with representatives of creditors and other parties-in-interest; (b) advise and consult on the conduct of the chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; (c) advise the Debtor in connection with any contemplated sales of assets formulate and implement bidding procedures, evaluate competing offers, draft, appropriate documents with respect to the proposed sales and counsel the Debtor in connection with the closing of such sales; (d) analyze the Debtor's leases and contracts and the assumptions, rejections, or assignments thereof and (b) the validity of liens against the Debtor's assets, and advise the Debtor on matters relating thereto; (e) take all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any actions commenced against the Debtor or its respective estate, and representing the Debtor's interests in negotiations concerning all litigation in which the Debtor is or may be involved, including objections to claims filed against the Debtor's estate; (f) prepare pleadings in connection with the chapter 11 case on the Debtor's behalf, including all motions, applications, answers, orders, reports and papers necessary to the administration of the Debtor's estate; (g) negotiate and prepare on the Debtor's behalf a chapter 11 plan of reorganization or liquidation, disclosure statement and all related agreements and/or documents, and take any necessary actions on behalf of the Debtor to obtain confirmation of such plan; (h) attend meetings with third parties and participate in negotiations with respect to the above matters; (i) appear before the Court, any appellate courts, and the U.S. Trustee to protect and represent the interests of the Debtor's estate before such courts and the U.S. Trustee; and (j) perform all other necessary legal services and provide all other necessary legal advise to the Debtor in connection with these chapter 11 cases. The firm will be paid at these rates: Partners $650 Associates $100-$400 Paraprofessionals $125 The firm received a general retainer in the amount of $25,000. Nicholas B. Bangos is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Nicholas B. Bangos, Esq. Nicholas B. Bangos, P.A. 2560 RCA Blvd, Suite #114 Palm Beach Gardens, FL 33410 Phone: 561-781-0202 About Basa Investments Basa Investments, LLC is the owner of two real properties and a commercial property in Florida, having a total current value of $1.07 million. The company is based in Lake Worth, Fla. Basa Investments filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-10741) on Jan. 31, 2022, listing $1.07 million in assets and $1.50 million in liabilities. Maria Yip serves as the Subchapter V trustee. Judge Erik P. Kimball oversees the case. Laudy Luna, Esq., at Cuneo, Reyes & Luna, LLC and CN Advisory, LLC serve as the Debtor's legal counsel and accountant, respectively. BROOKLYN IMMUNOTHERAPEUTICS: Appoints Four New Directors -------------------------------------------------------- The Board of Directors of Brooklyn ImmunoTherapeutics, Inc. appointed each of Matthew Angel, Gregory Fiore, William Wexler, and Nicholas Singer as directors, with effect immediately following the effectiveness of the resignations of Dr. Dennis Langer, Dr. Erich Mohr, Ms. Erin Enright, and Ms. Heather Redman on June 5, 2022 to fill the existing vacancies on the Board created thereby. Each of Dr. Angel, Dr. Fiore, Mr. Wexler and Mr. Singer will serve as a member of the Board until the Annual Meeting and until his successor is duly elected or appointed and qualified or his earlier death, resignation or removal. The Board appointed each of Mr. Wexler and Mr. Singer to serve as a member of the Board's Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Dr. Angel, 41 years old, has served as the Company's interim president and chief executive officer since May 26, 2022. Prior to that, Dr. Angel co-founded Factor Bioscience Inc., a biotechnology company focused on developing mRNA and cell-engineering technologies, and served as its president, chief executive officer and Chairman of its Board of Directors from 2011 to 2022. In 2020, Dr. Angel co-founded Exacis Biotherapeutics Inc., an immuno-oncology company, for which he serves as the Scientific Advisory Board Chair. Dr. Angel previously served as the chief science officer, secretary, treasurer and as a director of Exacis Biotherapeutics Inc., and as the chief science officer, secretary and as a director of Novellus, Inc., a pre-clinical stage biotechnology company focused on developing engineered cellular medicines using its licensed, patented non-immunogenic mRNA, from 2014 until the sale of Novellus to the Company in July 2021. Dr. Angel received a Ph.D. from the Massachusetts Institute of Technology in 2012 and a B.S. in Engineering from Princeton University in 2003. Dr. Fiore, 52 years old, has served as a director and as the president and chief executive officer of Exacis since June 2020. Dr. Fiore co-founded Sollis Therapeutics, a clinical-stage pharmaceutical company, where he served as president, chief executive officer and director from 2017 to 2019 and as vice president and chief medical officer from 2019 to 2020. Prior to Sollis, Dr. Fiore provided senior medical support as a consultant and acting chief medical officer for various early-stage biotechnology companies through the following private healthcare consulting firms he founded, Fiore Healthcare Advisors, SSI Strategy and GJFMD Consulting. Dr. Fiore was also the chief medical officer of The Medicines Company (NASDAQ: MDCO), held leadership roles at Merck & Co., Inc. (NYSE: MRK) and Abbott Laboratories (NYSE: ABT) and was a management consultant at McKinsey and Company. Dr. Fiore has served as a member of the Business Advisory Board for The Advanced Group of Companies since 2017. Dr. Fiore completed his Internal Medicine internship and residency at Harvard Medical School and received his MD degree from New York Medical College. Mr. Wexler, 63 years old, has worked on over 150 individual projects, serving in various capacities including as chairman, chief executive officer, chief restructuring officer and other designated roles of senior responsibility. Mr. Wexler has served as the managing member of WEXLER Consulting LLC, a management consulting firm, since 2012. From 2012 to 2019, he served in various roles, including as Chairman of the Board, interim chief executive officer, chief executive officer and sole director and stockholder representative of Upstate New York Power Products, Inc., a holding company that owned and operated power plants throughout upstate New York. From 2012 to 2013, Mr. Wexler served as chief restructuring officer of VMR Electronics, LLC, a manufacturer of cable assembly products for the electronics interconnect industry. Prior to that, he served as a managing director and national finance practice lead at BBK, Ltd., a turn-around advisory firm, from 2006 to 2011. Mr. Wexler served as group managing director of corporate restructuring at Huron Consulting Group, LLC from 2002 to 2005. Previously, he was a managing director at Berenson Minella & Co., a boutique investment-banking firm, from 2000 to 2002. Between 1986 and 2000 he served as a senior director at BNP Paribas, where he established and led Paribas Properties, Inc., a real estate investment arm of the bank, and also where he was a lead officer of the then newly created U.S. asset workout group. Mr. Wexler started his professional career in 1981 in commercial lease brokerage, asset management and investment sales at Jones Lang Wootton (now Jones Lang LaSalle) where he worked until 1986. He earned a B.A. in Political Science from Johns Hopkins University. Mr. Singer, 42 years old, has over 20 years of experience in finance and investments. Mr. Singer is the founder of Purchase Capital LLC, an investment firm that serves as his family office and sponsor to leading institutional investors and third-party family offices. Since Mr. Singer became managing member in 2013, Purchase Capital has provided patient capital for private and public companies that have significant potential for long-term value creation. From August 2020 through May 2022, Mr. Singer served as the Chairman and chief executive officer of OTR Acquisitions Corp., a blank check company formed for the purposes of engaging in business combinations. From March 2021 through April 2021, Mr. Singer served on the Board and as a member of its audit committee. He is also the founder & executive chairman of United Parks, the Chairman of the board of directors of Only What You Need, Inc., the executive chairman of IntegriCo Composites and a Trustee of the Perez Art Museum Miami. From 2007 to 2013, Mr. Singer was the co-founder & co-managing member of Standard General, a Securities and Exchange Commission registered investment advisor which managed over $1 billion of assets during his tenure. Prior to that, he was a co-founder of Cyrus Capital Partners, a Principal at Och-Ziff Capital Management, and an Analyst in High Yield Trading and in the Principal Investment Area at Goldman Sachs & Co. Mr. Singer also served as a director for, and was on the audit committee of, Aquila, Inc. from 2006 to 2008. He graduated summa cum laude with a B.S. in Economics from the Wharton School and a B.A.S. in Electrical Engineering from the School of Engineering and Applied Science at the University of Pennsylvania. There are no family relationships between any of Dr. Angel, Dr. Fiore, Mr. Wexler and Mr. Singer and any of the Company's existing directors or executive officers. Since the beginning of Company's last fiscal year, the Company has not engaged in any transaction, or any currently proposed transaction, in which any of Dr. Angel, Dr. Fiore, Mr. Wexler or Mr. Singer had or will have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K, except, with respect to Dr. Angel, as described in the Company's Current Report on Form 8-K, filed with the SEC on May 31, 2022, under the heading "Appointment of Interim President and Chief Executive Officer," and with respect to Mr. Singer, Mr. Singer, directly and indirectly, participated in a rights offering by the Company for its Class A unit holders in March 2021 for an aggregate investment amount of $1,287,464.96. Each of Dr. Fiore, Mr. Wexler and Mr. Singer will participate in the standard non-employee director compensation arrangements. The Company also expects to enter into its standard director and officer indemnification agreement with each of Dr. Angel, Dr. Fiore, Mr. Wexler and Mr. Singer. About Brooklyn ImmunoTherapeutics Brooklyn ImmunoTherapeutics (formerly NTN Buzztime, Inc.) is biopharmaceutical company focused on exploring the role that cytokine, gene editing, and cell therapy can have in treating patients with cancer, blood disorders, and monogenic diseases. Brooklyn ImmunoTherapeutics reported a net loss of $122.31 million for the year ended Dec. 31, 2021, compared to a net loss of $26.53 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $32.43 million in total assets, $25.93 million in total liabilities, and $6.50 million in total stockholders' and members' equity. New York, NY-based Marcum LLP, the Company's former auditor, issued a "going concern" qualification in its report dated April 15, 2022, 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. BRUMMETT ENTERPRISES: Excavating Business Starts Subchapter V Case ------------------------------------------------------------------ Brummett Enterprises LLC filed for chapter 11 protection in the Western District of Missouri. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Company owns and operates an excavating business and work on steam locomotives in Carthage, Missouri. According to court filing, Brummett Enterprises LLC estimates between 1 and 49 unsecured creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 14, 2022 at 2:00 PM at BY PHONE w/ UST 1-877-931-2506 Code: 3232936. Proof of Claims due by Aug. 15, 2022. About Brummett Enterprises Brummett Enterprises LLC owns and operates an excavating business and work on steam locomotives in Carthage, Missouri. Brummett Enterprises LLC sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Miss. Case No. 22-30123) on June 6, 2022. In the petition filed by Chris Brummett, as president, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $100,000 and $500,000. The case is assigned to Honorable Bankruptcy Judge Brian T. Fenimore. Norman E. Rouse, of Collins, Webster & Rouse, is the Debtor's counsel. Robbin L. Messerli has been appointed as Subchapter V trustee. BUMBLE BEE SEAFOODS: CEO Tharp Exits After 12 Years --------------------------------------------------- Rachel Sapin of IntraFish reports that Bumble Bee Seafoods CEO Jan Tharp will be leaving her role after 12 years with the company. Jerry Chou, the chairman of the Bumble Bee Seafood Company, will assume the position of CEO and is working closely with Tharp on a smooth transition and continuing to grow the business with a focus on people, products and the planet, Bumble Bee told IntraFish. In January 2020, Bumble Bee Foods formally announced the closing of its sale to FCF Co. for $928 million. FCF President Max Chou confirmed CEO Tharp agreed to stay at Bumble Bee's helm moving forward. The sale of Bumble Bee's North American assets to the Kaohsiung, Taiwan-based tuna supplier Fong Chun Formosa (FCF) Fishery Company's came after Bumble Bee filed for chapter 11 bankruptcy in November 2019. FCF made a stalking-horse bid for Bumble Bee, and when no other bidders emerged in the auction process, U.S. Bankruptcy Court Judge Laurie Silverstein approved the sale on January 24, 2020. About Bumble Bee Foods Bumble Bee -- https://www.bumblebee.com/ -- is a health and wellness focused company with a full line of seafood and specialty protein products marketed under certain brands including Bumble Bee(R), Brunswick, Snow's(R), Wild Selections(R) and Beach Cliff(R). Canadian affiliate, Connors Bros. Clover Leaf Seafoods Company -- http://www.cloverleaf.ca/-- is a supplier of shelf-stable seafood, producing and marketing its products under several brands, including Clover Leaf(R), Brunswick(R) and Wild Selections(R). CBCLS's international business distributes products under the Brunswick(R) Bumble Bee(R) and Beach Cliff(R) brands to over 40 markets and countries, including Barbados, Jamaica, and Trinidad & Tobago. San Diego, California-based Bumble Bee Parent, Inc., and four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-12502) on Nov. 21, 2019, before the Hon. Laurie Selber Silverstein. In the petitions signed by Kent McNeil, vice president, Bumble Bee Parent was estimated to have $50 million to $100 million in assets and $500 million to $1 billion in liabilities. Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison, LLP, led by Alan W. Kornberg, Esq., Kelley A. Cornish, Esq., Claudia R. Tobler, Esq., and Aaron J. David, Esq., serve as counsel to the Debtors. Young Conaway Stargatt & Taylor LLP, led by Pauline K. Morgan, Esq., Ryan M. Bartley, Esq., and Ashley E. Jacobs, Esq., serves as co-counsel. The Debtors tapped AlixPartners, LLP as restructuring advisor; Houlihan Lokey, Inc. as investment banker; and Prime Clerk as notice, claims, solicitation and balloting agent. BVM THE BRIDGES: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized BVM The Bridges, LLC and BVM Coral Landing, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budgets, plus an amount not be exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by CPIF Lending, LLC and US Bank, National Association and Pallardy, LLC (as to The Bridges only). Each creditor or other party with a security interest or other interest in cash collateral will have a perfected post-petition lien or interest against cash collateral to the same extent and with the same validity and priority as its prepetition lien or interest, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. As adequate protection, the Debtors will provide the Secured Creditors and Pallardy with a post-petition replacement lien or interest in cash collateral equal in validity and dignity as it existed pre-petition. The Debtors will maintain insurance coverage for their property in accordance with the obligations under the loan and security documents with the Secured Creditors. A continued preliminary hearing on the matter is scheduled for June 29, 2022 at 10:30 a.m. A copy of the order and the Debtors' three-month budgets is available at https://bit.ly/39dffDB from PacerMonitor.com. The Bridges projects $964,545 in total income and $ 865,941 in total expenses for three months. Coral Landing projects $469,095 in total income and $ 466,227 in total expenses for three months. About BVM The Bridges, LLC BVM The Bridges, LLC operates an 87-bed/69-unit assisted living facility known as The Bridges Assisted Living & Memory Care and The Claridge House at the Bridges located at 11202 Dewhurst Drive in Riverview, Florida, since 2014. The Debtor's average census is 70 residents. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00345) on January 28, 2022. In the petition signed by John Bartle, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Michael J. Williamson oversees the case. Alberto F. Gomez, Jr, Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP is the Debtor's counsel. CALLON PETROLEUM: Moody's Affirms 'B2' CFR & Rates New Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Callon Petroleum Company's proposed notes due 2030 and upgraded the ratings on its existing senior unsecured notes to B3 from Caa1. At the same time, Moody's affirmed Callon's B2 Corporate Family Rating, and B2-PD Probability of Default Rating. The SGL-2 Speculative Grade Liquidity (SGL) rating remains unchanged. The ratings outlook is stable. Callon will use the proceeds from the notes offering and revolver borrowings to refinance its senior unsecured notes due 2024 and second lien notes due 2025. The ratings on the refinanced notes will be withdrawn following the refinancing transactions. "Callon's refinancing of its second lien notes and senior unsecured notes due 2024 does not materially change its leverage and is a positive for the capital structure," commented James Wilkins, Moody's Vice President. "The elimination of second lien debt in the capital structure lowers the amount of debt more senior to the unsecured notes and led to the upgrade in the existing senior unsecured notes' ratings." The following summarizes the ratings activity: Assignments: Issuer: Callon Petroleum Company Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Upgrades: Issuer: Callon Petroleum Company Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5) from Caa1 (LGD5) Affirmations: Issuer: Callon Petroleum Company Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Outlook Actions: Issuer: Callon Petroleum Company Outlook, Remains Stable RATINGS RATIONALE The proposed notes, which are senior unsecured obligations of Callon Petroleum Company, are rated one notch below the B2 CFR, as a result of being contractually subordinated to obligations under the large senior secured revolving credit facility. Following the refinancing, Callon's debt capital structure will include the senior secured revolving credit facility ($1.6 billion of commitments) and four issues of senior unsecured notes ($1.7 billion principal amount). The refinancing of the second lien notes with senior unsecured notes reduces the amount of debt more senior to the senior unsecured notes and results in the upgrade of the existing senior unsecured notes. The refinancing of the second lien notes and notes due 2024, which has little impact on leverage, improves Callon maturity profile and increases its borrowings under the revolver. If current elevated commodity prices persist, the revolver may be fully repaid in 2023. Callon's B2 CFR reflects Callon's sizable debt obligations, high capital requirements to develop its acreage and volatile cash flow. The Permian assets will require significant capital to develop, while the Eagle Ford assets, which are also predominately oil producing assets, are more mature and will require less capital. It is generating strong cash flow in the current commodity price environment and improving its credit profile as it applies free cash flow towards debt reduction in 2022-2023. Moody's expects Callon to generate retained cash flow to debt in excess of 40% in 2022 (up from 31% in 2021) and a leveraged full-cycle ratio above 2x (2.5x at year-end 2021). Callon's 2022 capex program, which was recently increased by 10 percent to account for cost inflation, will generate modest growth in production. Drilling activity and spending will be focused on the Permian Basin (85% of 2022 spending), with the balance of capital applied in the Eagle Ford Basin. Hedges will provide cash flow stability on around one-half of projected 2022 oil production and a smaller share of 2023 production, but limit the upside from high oil prices. The company also expects to realize synergies as it integrates the acquired Primexx acreage in 2022-23. Callon's rating is supported by its scale, which has benefited from acquisitions and a track record of organically growing production and reserves, diversified operations focused on two attractive shale plays in the Permian Basin and the Eagle Ford Basin, competitive unit costs, strong operating margins, and a high proportion of liquids in its production. Callon's SGL-2 rating reflects its good liquidity, supported by cash flow from operations as well as unused capacity under its revolving credit facility. Following the spring 2022 borrowing base redetermination, the revolver's borrowing base was affirmed and it had $1.6 billion of commitments. As of March 31, 2022, it had $712 million of borrowings and $23 million of letters of credit on the revolver, leaving $865 million available on the revolver as of March 31, 2022. Moody's expect the refinancing transactions will add to revolver borrowings and decrease the available borrowing capacity by the same amount. The revolver has two financial covenants - a minimum current ratio of 1x and a maximum leverage ratio of 4x. Moody's expects the company to remain in compliance with the covenants through 2023. The revolver matures on December 20, 2024; the refinancing of the second lien notes and notes due 2024 eliminates a springing maturity provision. Callon's next maturity of notes will be in July 2025. The stable outlook reflects Moody's expectation that the company will generate positive free cash flow in 2022 and 2023 while reducing debt and further improving its credit metrics. Its stated near-term net debt to adjusted EBITDA target is less than 1.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Callon meaningfully reduces debt and maintains strong credit metrics, with retained cash flow (RCF) to debt maintained above 35%, and a leveraged full cycle ratio greater than 1.5x while growing production volumes. The ratings could be downgraded if RCF to debt falls below 25% or capital efficiency or liquidity position weakens significantly. The principal methodology used in these ratings was Independent Exploration and Production published in August 2021. Callon Petroleum Company, headquartered in Houston, TX is an independent exploration and production company with operations in the Permian Basin and the Eagle Ford Shale in Texas. CALLON PETROLEUM: S&P Rates $600MM Senior Unsecured Debt 'B' ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level and '2' recovery rating to Callon Petroleum Co.'s proposed $600 million of senior unsecured debt due 2030. The '2' recovery rating indicates its expectation of substantial (70%-90%; rounded estimate: 85%) recovery to creditors in the event of a payment default. S&P said, "We also placed all of our ratings, including the 'B-' issuer credit rating, on CreditWatch with positive implications. We expect to resolve the CreditWatch placements shortly after the transaction closes. If the terms are no worse than expected, any potential upgrade would be limited to one notch." The CreditWatch placement reflects the possibility of an upgrade following the close and funding of Callon's unsecured notes offering. The refinancing transaction would significantly improve its debt maturity profile and likely pave the way for an extension of the revolving credit facility (currently set to expire in December 2024) later this year. S&P also believes Callon will use free operating cash flow generated for the remainder of 2022 primarily to repay outstanding borrowings on the facility. S&P said, "If the notes offering closes and funds without material unfavorable changes to the proposed terms, we may raise our rating on Callon to reflect its improved maturity profile and its significant free cash flow generation, which will enable the company to rapidly reduce revolver borrowings over the next 12 months. We expect a potential upgrade would be limited to one notch." CAMP RIM ROCK: To Seek Plan Confirmation on July 20 --------------------------------------------------- Judge Magdeline D. Coleman has entered an order approving the Disclosure Statement of Camp Rim Rock, LLC. The hearing on confirmation of the Plan of Reorganization will be held before the Honorable Magdeline D. Coleman in Courtroom No. 2, United States Bankruptcy Court, 900 Market Street, 2nd floor, Philadelphia, PA 19107 on July 20, 2022 at 11:30 a.m. July 15, 2022, is fixed as the date on or before which any written objection to confirmation of the Plan of Reorganization is required to be filed with the Bankruptcy Court and served upon counsel for the Debtor. July 15, 2022, is set as the last date by which ballots must be received by counsel for the Debtor in order to be considered as acceptances or rejections of the Plan of Reorganization. The Debtor must file its Report of Plan Voting with the Court on or before July 18, 2022. On or before June 15, 2022, the plan or a summary or summaries thereof approved by the Court, the disclosure statement, and a ballot conforming to Official Form 314 must be mailed to creditors, equity security holders, and other parties in interest and must be transmitted to the United States Trustee, as provided in Federal Rule of Bankruptcy Procedure 3017(d). Chapter 11 Plan Camp Rim Rock submitted a modified Disclosure Statement explaining its Chapter 11 PLan. The Debtor's primary assets consist of three separately parceled properties of almost 500 acres in the aggregate on which the camp operates. The Debtor's other assets consist of other things used at or in connection with the camp, including horses, tractors and vehicles, a variety of sports and hobby equipment, kitchen equipment and other machinery and equipment used in connection with the camp-related operations. The Debtor's secured lender is The Dime Bank, which was owed $1,100,000 as of the Petition Date and which has a first priority lien on all of the Debtor's real estate and personal property. The Debtor was able to reach a consensual arrangement with The Dime Bank during the bankruptcy, pursuant to which the Debtor pays The Dime Bank monthly debt service and has agreed to retire the balance of the debt in full by November of 2023. In addition, the Debtor had approximately $800,000 in other debt secured by liens on certain of the Debtor's real and/or personal property. With respect to unsecured debt, the Debtor scheduled approximately $850,000 in unsecured priority debt, consisting primary of families who paid for, but did not attend, the 2020 or 2021 sessions. Finally, the Debtor also scheduled unsecured debt of approximately $3,100,000, although the vast majority of that debt consists of private funding from the Debtor's principal and a variety of other family or related members. Class 3 General Unsecured Claims totaling approximately $3,100,000. On or prior to September of 2026, which is after the Debtor will have paid in full all Administrative Claims, Priority Tax Claims, Priority Wage Creditor Claims and Priority Deposit Creditor Claims and after the conclusion of the Debtor's 2026 camp season, the Debtor shall pay all Unsecured Claims of parties, who are not Related Parties, the full amount of their allowed Unsecured Claim. The Claims of holders of Unsecured Claims who are Related Parties shall retain their claims, which shall not be settled, satisfied, released or discharged under this Plan, and can be enforced after September of 2026. Class 3 is impaired. The funds necessary for the implementation of the Plan shall be from the Reorganized Debtor's operations as projected pursuant to the Projected Cash Flows at Exhibit A. Unless otherwise provided herein, all distributions to creditors shall occur and be accounted for by the Reorganized Debtor by transferring funds from the Reorganized Debtor's operating account into the Disbursement Account. Counsel to the Debtor: David B. Smith, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Tel: (610) 407-7216 Fax: (610) 407-7218 E-mail: dsmith@skhlaw.com A copy of the Order dated June 8, 2022, is available at https://bit.ly/3mBRKqC from PacerMonitor.com. A copy of the Disclosure Statement dated June 8, 2022, is available at https://bit.ly/3Q6uQoS from PacerMonitor.com. About Camp Rim Rock Camp Rim Rock, LLC -- https://camprimrock.com/ -- operates an overnight camp for girls and is based in Bryn Mawr, Pa. Camp Rim Rock filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 20-14692) on Dec. 9, 2020, listing as much as $10 million in both assets and liabilities. Joseph Greitzer, sole member of Camp Rim Rock, signed the petition. Judge Magdeline D. Coleman presides over the case. David B. Smith, Esq., at Smith Kane Holman, LLC and Foresight Business Solutions, LLC, serve as the Debtor's bankruptcy counsel and accountant, respectively. CANO HEALTH: Dr. Marlow Hernandez Owns 5% of Class A Shares ----------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of Class A common stock of Cano Health, Inc. as of May 26, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Dr. Marlow Hernandez 24,245,137 5% Hernandez Borrower Holdings, LLC 22,034,622 4.5% Marlow B. Hernandez 2020 Family Trust 114,584 Less Than 1% On March 15, 2022, the Issuer granted 624,418 restricted stock units to Dr. Hernandez under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock. The RSUs vest as to 50% of the RSUs on Dec. 31, 2022 and the remaining 50% of the RSUs vest on Dec. 31, 2023. On March 15, 2022, the Issuer granted a stock option to purchase 139,175 shares of Class A Common Stock to Dr. Hernandez under the Cano Health, Inc. 2021 Stock Option and Incentive Plan. The stock option has an exercise price of $6.03. 25% of the shares underlying the stock option vest on March 15, 2023, and 25% of the shares underlying the stock option vest at the end of each successive one-year period thereafter. On May 26, 2022, Holdings effected an exchange of 11,017,311 PCIH Common Units together with the surrender and cancellation of 11,017,311 shares of Class B Common Stock and received 11,017,311 shares of Class A Common Stock. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/0001800682/000119312522163992/d367505dsc13da.htm About Cano Health Cano Health (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform designed with a focus on clinical excellence. Cano Health reported a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. As of March 31, 2022, the Company had $2.17 billion in total assets, $1.33 billion in total liabilities, and $837.78 million in total stockholders' equity. CANO HEALTH: Provides Update on Strategy, Operations and Outlook ---------------------------------------------------------------- Cano Health, Inc. hosted its 2022 Investor Day on June 7, 2022. Members of the management team provided updates on the business, including greater visibility into its strategy, medical center and affiliate operations, and expectations for short- and long-term financial performance. "Fueled by our national expansion and membership growth, Cano Health has established itself as one of the nation's largest value-based primary care providers," said Dr. Marlow Hernandez, chairman and chief executive officer of Cano Health. "Our mission is to provide access, quality and wellness to our growing membership, and to grow through our three-pronged strategy of build, buy and manage. By providing coordinated care utilizing our CanoPanorama platform, we aim to provide better health outcomes for our members at lower cost. Demand for our services is strong, and, we expect our differentiated growth strategy to drive sustainable and profitable growth as we redefine primary care to transform America's healthcare system." 2022 Outlook The Company is maintaining its 2022 guidance: * Total membership in the range of 290,000 to 295,000 * Total revenue in the range of $2.8 billion to $2.9 billion * Total medical cost ratio (MCR) in the range of 76.0% to 76.5% * Adjusted EBITDA in the range of $230 million to $240 million * Total medical centers by the end of 2022 of 184-189 The Company continues to expect positive cash from operating activities in 2022. In addition, the Company expects to have positive free cash flow (defined as cash from operations less capital expenditures) in 2023, and expects to add 25 medical centers in 2023. About Cano Health Cano Health (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform designed with a focus on clinical excellence. Cano Health reported a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. As of March 31, 2022, the Company had $2.17 billion in total assets, $1.33 billion in total liabilities, and $837.78 million in total stockholders' equity. CAPARRA HILLS: Fitch Affirms LongTerm IDR & Secured Debt at 'B+' ---------------------------------------------------------------- Fitch Ratings has affirmed Caparra Hills, LLC's (Caparra) Long-Term Issuer Default Rating (IDR) at 'B+' and senior secured debt at 'BB'/'RR2'. The Rating Outlook is Stable The 'B+' IDR reflects Caparra's limited property diversification, small scale, and contract maturity risk. Fitch expects net leverage to improve in fiscal 2022, as the company continues to replace gross leasable area (GLA) vacated and downsized by key tenants and pay off debt. Caparra's notes are notched up to 'BB' to reflect strong recovery prospects in the event of a default. The Stable Outlook reflects Fitch's expectation that Caparra will continue to renew upcoming contracts and keep vacancy stable to improving. KEY RATING DRIVERS Leverage Stabilization: Caparra's fiscal 2021 (June YE) total net debt/EBITDA and gross debt/EBITDA remained stable at 7.8x and 8.4x, respectively, mainly due to continued increased vacancy in line with Fitch's previous projections. The company improved these metrics, total net debt/EBITDA and gross debt/EBITDA, to 7.1x and 7.7x, respectively, in the LTM 3Q as of March 31, 2022. Fitch expects leverage will gradually continue to improve in fiscal 2022 as the company repays debt, receives revenues from new tenants with slightly improved occupancy (projected to be around 88%), sales benefit from recovered foot traffic in the retail segments, and the company receives almost complete rent repayments. Fitch expects net leverage to be maintained at around 7.1x by YE2022 in June. Caparra had USD48.0 million of total debt as of LTM March 31, 2022, which was composed entirely of secured bonds that require approximately USD4.7 million of annual debt service (interest and principal). Fitch's net leverage calculation excludes cash held in Caparra's debt service reserve, which holds approx. USD7.5 million and covers roughly 19 months of debt service. High Tenant Concentration: Fitch expects that current overall levels of counterparty concentration risk will continue to improve as the company continues to renew or replace key tenants. As of Dec. 30, 2021, Caparra's total occupancy rate was 85.7%, of which about 51% was occupied by 10 major tenants (down from a peak of over 60%). T-Mobile Center, where Caparra offers net rentable space of 207,140 sf has an occupancy rate of 81%, of which 52% is occupied by key tenants that lease over 10,000 sf. Fitch views positively the company's concentration of Class-A tenants, which include large international corporations such as T-Mobile, 3M, L'Oreal, and Synchrony Financial, among others, as these tenants have relatively lower collection risk than other tenants. Good Track Record of Renewals: Fitch's base case expects occupancy to remain stable just above 85% in 2022, improving to around 90% over the medium term. Contract maturity risk is dwindling, as 18.3% of rents are set to expire within 12 months of Dec. 31, 2021, compared to 35.5% in 2020. Mitigating this risk is Caparra's solid track record of renewals in Puerto Rico's subdued business and economic environment. Fitch's expects that the company will be able to renew a significant portion of these upcoming maturities over the next year, as well as replace any vacated space. T-Mobile Center's classification as a Class-A building in Puerto Rico, highlighted by its solid location in Guaynabo, is viewed as a positive by prospective tenants. Secured Bond Enhances Recovery Prospects: The 'BB' rating on the secured bonds positively incorporates the collateral support included in the transaction structure. Bond payments are secured by a first mortgage on the company's real estate properties and the assignment of leases. The secured bonds are payable solely from payments made to the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (AFICA) by Caparra. AFICA serves solely as an issuing conduit for local qualified borrowers for the purpose of issuing bonds pursuant to a trust agreement between AFICA and the trustee. The secured bonds are not guaranteed by AFICA, do not constitute a charge against the general credit of AFICA, and do not constitute an indebtedness of the Commonwealth of Puerto Rico or any of its political subdivisions. Weak Operating Environment: Economic conditions in Puerto Rico continue to remain challenging. Caparra's small size and lack of geographic diversification makes it highly exposed to Puerto Rico's struggling economy, which has resulted in high unemployment rates and increased migration from the island. Despite the company's relatively stable performance in Puerto Rico, these factors have the potential to erode appraisal values and negatively affect lease rates and renewals. Solid property location within Guaynabo partially mitigates this risk, as Guaynabo and the surrounding radius has an income base representing more than 25% of Puerto Rico's income. Recovery Rating Assumptions: Fitch's recovery analysis assumes that Caparra Hills, LLC would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has used a going-concern EBITDA of USD4.9 million in its analysis and an EV multiple of 8.0x. Fitch calculates a recovery for the senior secured debt to be in the 71%-90% range based on a waterfall approach. As a result, Fitch raised Caparra's senior secured debt rating two notches to 'BB'/'RR2'. DERIVATION SUMMARY Caparra's 'B+' rating reflects its property portfolio, which is in line with the 'B' rating category due to the limited property diversification and rental income risk profile. Expected occupancy of 88% for FY 2022 is in line with the 'B' rating category of 85% on average for the sector. The company's business is exposed to a riskier operating environment compared to U.S. peers, as Caparra is dependent on the fragile economy of Puerto Rico and operates on a relatively small scale. However, the company has shown resilience in its performance with consistent EBITDA margins over 60%, which is in line with 'BB' rated peers. The company's high single asset concentration and small size is in line with the 'B' rating category. When comparing property portfolio and size to Veris Residential, L.P. (B/Negative), Caparra's limited diversification and small size compares unfavorably. Veris, which operates on a slightly larger scale, owns a portfolio primarily consisting of metro and suburban New Jersey office assets and, to a lesser extent, multifamily properties. Caparra's consistently positive FCF over the last few years and adequate liquidity justify its higher rating compared to General Shopping e Outlets do Brasil S.A. (CC). Caparra's notes have been notched up to 'BB' to reflect strong recovery prospects in the event of a default. The company's LTV, based on the Fitch's estimates, is estimated at around 79%. The LTV is consistent with peers rated in the 'B' category. KEY ASSUMPTIONS -- FY 2022 revenues to increase by a mid-single digit percentage due to collections and recovery from the pandemic; -- Occupancy to remain stable around 85% over the short term, improving towards 90%; -- EBITDA margin recovery to around 65% over the medium term; -- No upcoming acquisitions, divestitures or additional debt issuances. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Lower business risks in terms of contract maturity schedule, concentration risk while improving cash flow generation resulting in lower net leverage of about 6.5x and loan to value of 60% could trigger a positive rating action. Factors that could, individually or collectively, lead to negative rating action/downgrade: –- A downgrade could be triggered due to a lack of a rapid improvement of the company's vacancy rates, contract maturity schedule coupled with declining cash flow generation, measured as EBITDA, resulting in sustained net leverage above 8.5x. 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 Adequate Liquidity: Caparra's liquidity is supported by its cash position of USD3.9 million as of LTM March 31, 2022. The company also maintains a debt service reserve fund of approximately USD7.4 million, held by the trustee, covering 19 months of debt service as of YE May 31, 2021 (interest and principal, which is USD4.7 million). During the same period, Caparra's short-term debt obligation was USD1.4 million. FCF as of FY2021 was USD2.5 million, and USD1.9 million as of March 2022. FCF is expected to continue to be positive in FY 2022, backed by lower capex requirements and no dividends expectations for the company. ISSUER PROFILE Caparra Hills, LLC is a limited liability company consisting of the ownership and operation of the commercial properties: T-Mobile Center, Galería San Patricio, and Caparra Office Center. Caparra is located in the San Patricio sector of Guaynabo, Puerto Rico. ESG CONSIDERATIONS Caparra Hills, LLC has an ESG Relevance Score of '4' for Exposure to Environmental Impacts due to its presence in a hurricane-prone region, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING RECOVERY PRIOR ---- ------ -------- ----- Caparra Hills, LLC LT IDR B+ Affirmed B+ senior secured LT BB Affirmed RR2 BB CAREPATH HEALTHCARE: Case Summary & 15 Unsecured Creditors ---------------------------------------------------------- Debtor: Carepath Healthcare System, LLP 4621 S Cooper Suite 131 P.O. Box 311 Arlington, TX 76017 Business Description: The Debtor owns two real properties located in Frankston and Arlington, Texas having a total current value of $1.9 million. Chapter 11 Petition Date: June 10, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-41333 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 850 Dallas, TX 75251 Tel: 972-991-5591 Fax: 972-991-5788 E-mail: eric@ealpc.com Total Assets: $2,028,113 Total Liabilities: $2,700,673 The petition was signed by Daniel Ezeukwu as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6VEJWJI/Carepath_Healthcare_System_LLP__txnbke-22-41333__0001.0.pdf?mcid=tGE4TAMA CFN ENTERPRISES: Incurs $1.3 Million Net Loss in First Quarter -------------------------------------------------------------- CFN Enterprises Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.30 million on $1.52 million of net revenues for the three months ended March 31, 2022, compared to a net loss of $316,704 on $207,642 of net revenues for the three months ended March 31, 2021. As of March 31, 2022, the Company had $6.39 million in total assets, $9.73 million in total liabilities, and a total stockholders' deficit of $3.34 million. On May 6, 2020, the Company received $263,000 in the form of a loan from the PPP, as well $150,000 in proceeds from a loan with the SBA on June 24, 2020. The Company also received a second PPP loan of $263,000 on Feb. 25, 2021. "Our plan to continue as a going concern includes raising additional capital in the form of debt or equity, growing the CNP Operating business and the business acquired under the Emerging Growth Agreement and managing and reducing operating and overhead costs. We cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for us to raise additional capital on an immediate basis," CFN said. "These matters, among others, raise substantial doubt about our ability to continue as a going concern," 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/1352952/000109690622001336/cnfn-20220331.htm About CFN CFN Enterprises Inc. owns and operates CNP Operating, a cannabidiol, or CBD, manufacturer vertically integrated with a 360 degree approach to the processing of high quality CBD products designed for growers, pharmaceutical, wellness providers, and retailers' needs, and a cannabis industry focused sponsored content and marketing business. The Company's ongoing operations currently consist primarily of CNP Operating and the CFN Business and it will continue to pursue strategic transactions and opportunities. The Company is currently in the process of launching an e-commerce network focused on the sale of general wellness CBD products. CFN Enterprises reported a net loss of $12.20 million for the year ended Dec. 31, 2021, compared to a net loss of $1.42 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $6.69 million in total assets, $9.09 million in total liabilities, and a total stockholders' deficit of $2.40 million. New York, NY-based RBSM LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated May 13, 2022, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. CHARMING CHARLIE: Amends Prepetition Secured Loan Claims Pay ------------------------------------------------------------ Charming Charlie Holdings Inc., and its Debtor Affiliates submitted a Disclosure Statement for the Amended Joint Chapter 11 Plan of Liquidation dated June 7, 2022. The Debtors believe that the Plan will enable them to accomplish the objectives of an orderly liquidation of the Debtors' assets and maximize creditor recoveries, and that acceptance of the Plan is in the best interest of the Debtors' Estates and Holders of Claims. Accordingly, the Debtors urge the Holders of Claims entitled to vote to accept or reject the Plan to vote to accept the Plan. Class 3 consists of Prepetition Secured Loan Claims with a total claim amount of $62.5 million. This Class will receive a distribution of 5.5% - 5.8% of their allowed claims. On the Effective Date, the Term Loan Claims shall be deemed Allowed in the aggregate principal amount of $55,000,000, plus accrued interest and all other fees, costs, expenses, premiums, and other amounts payable under the Term Loan Facility. On the Effective Date, the Vendor Facility Claims shall be deemed Allowed in the aggregate principal amount of $7,462,201.34, plus accrued interest and all other fees, costs, expenses, premiums, and other amounts payable under the Vendor Facility. Each Holder of an Allowed Prepetition Secured Loan Claim shall receive (i) its Pro Rata share of the Prepetition Secured Loan Recovery up to payment in full of such Holder's Allowed Prepetition Secured Loan Claim, and (ii) the payment in full, in cash of any outstanding, reasonable and documented fees and out of-pocket expenses of each of the Term Loan Agent and the Vendor Facility Agent, including any reasonable and documented attorneys' fees and out-of-pocket expenses thereof, and any outstanding, reasonable and documented fees and out-of-pocket expenses of counsel to the Term Loan Lenders and the Vender Facility Lenders. The Vendor Facility Agent is hereby authorized and director to distribute, on the Effective Date, or as soon thereafter as reasonably practicable, any funds held in the Vendor Facility Account to the Vendor Facility Lenders pro rata in accordance with their respective Vendor Facility Claims. Like in the prior iteration of the Plan, each Holder of an Allowed General Unsecured Claim in Class 4 shall receive its Pro Rata share of the General Unsecured Creditor Recovery up to payment in full of such Holder's Allowed General Unsecured Claim. Claims in Class 4 are Impaired. The allowed unsecured claims total $76.5 million. This Class will receive a distribution of 0.0% - 0.5% of their allowed claims. Each Holder of a General Unsecured Claim will be entitled to vote to accept or reject. On the Effective Date, or as soon as reasonably practicable thereafter, the Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan (the "Plan Transactions"), including: (a) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) rejection or assumption, or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; (d) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; and (e) the consummation of the transactions contemplated by the WARN Settlement. The Debtors' Cash on hand and any other Cash received or generated by the Debtors or Plan Administrator, as applicable, shall be used to fund the distributions to Holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims. The Confirmation Hearing is scheduled to commence on July 20, 2022, at 2:00 p.m. before the Honorable Judge Mary F. Walrath, in Courtroom #4, 5th floor of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801. Co-Counsel to the Debtors: Matt Murphy Nathan S. Gimpel Matthew Smart PAUL HASTINGS LLP 71 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Telephone: (312) 499-6036 Facsimile: (312) 499-6100 Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 About Charming Charlie Holdings Charming Charlie -- http://www.CharmingCharlie.com/ -- isa Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products. The Company currently operates more than 375 stores in the United States and Canada. Charming Charlie Holdings Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017. Charming Charlie estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Kirkland & Ellis LLP is serving as the Company's legal counsel, AlixPartners LLP is serving as its restructuring advisor, and Guggenheim Securities, LLC is serving as its investment banker. Klehr Harrison Harvey Branzburg LLP is the Company's local counsel. Rust Consulting/OMNI Bankruptcy is the claims and noticing agent. Joele Frank, Wilkinson Brimmer Katcher is the Company's communications consultant. A&G Realty Partners, LLC's the Company's real estate advisors. Hilco Merchant Resources LLC is the Company's exclusive agent. CHARMING CHARLIE: To Seek Plan Confirmation on July 20 ------------------------------------------------------ Judge Mary F. Walrath has entered an order approving the Disclosure Statement of Charming Charlie Holdings Inc., et al. All objections to confirmation of the Plan or requests for modifications to the Plan, if any, must be filed and served upon the notice parties so as to be actually received on or before July 11, 2022, at 4:00 p.m. (prevailing Eastern Time). The voting deadline will be on July 11, 2022, at 4:00 p.m. (prevailing Eastern Time). The deadline to file a voting report will be on July 18, 2022. The deadline to file a confirmation brief will be on July 18, 2022. The Plan confirmation hearing will be on July 20, 2022, at 2:00 p.m. (prevailing Eastern Time). Chapter 11 Plan Charming Charlie Holdings Inc., et al., submitted a Plan and a Disclosure Statement. Under the Plan, Class 4 General Unsecured Claims total $76.5 million. Each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the General Unsecured Creditor Recovery up to payment in full of such Holder's Allowed General Unsecured Claim. Creditors will recover 0.0% to 0.5% of their claims. Class 4 is impaired. On the Effective Date, or as soon as reasonably practicable thereafter, the Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan (the "Plan Transactions"), including: (a) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) rejection or assumption, or assumption and assignment, as applicable, of Executory Contracts and Unexpired Leases; (d) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; and (e) the consummation of the transactions contemplated by the WARN Settlement. The Debtors' Cash on hand and any other Cash received or generated by the Debtors or Plan Administrator, as applicable, shall be used to fund the distributions to Holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims and subject to the terms provided herein. Co-Counsel to the Debtors: Matt Murphy, Esq. Matthew Smart, Esq. PAUL HASTINGS LLP 71 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Telephone: (312) 499-6036 Facsimile: (312) 499-6100 - and - Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. Sally E. Veghte, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 A copy of the Order dated June 8, 2022, is available at https://bit.ly/3xBo8jp from Stretto, the claims agent. A copy of the Disclosure Statement dated June 8, 2022, is available at https://bit.ly/39ePfYs from Kroll, the claims agent. About Charming Charlie Holdings Charming Charlie -- http://www.CharmingCharlie.com/-- is a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products. The Company currently operates more than 375 stores in the United States and Canada. Charming Charlie Holdings Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017. Charming Charlie estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Kirkland & Ellis LLP is serving as the Company's legal counsel, AlixPartners LLP is serving as its restructuring advisor, and Guggenheim Securities, LLC is serving as its investment banker. Klehr Harrison Harvey Branzburg LLP is the Company's local counsel. Rust Consulting/OMNI Bankruptcy is the claims and noticing agent. Joele Frank, Wilkinson Brimmer Katcher is the Company's communications consultant. A&G Realty Partners, LLC's the Company's real estate advisors. Hilco Merchant Resources LLC is the Company's exclusive agent. CHERRY MAN: Wins Continued Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Hamid R. Rafatjoo, the Chapter 11 Trustee of Cherry Man Industries, Inc., to use cash collateral on an interim basis, effective May 31, 2022. The Trustee is permitted to use cash collateral through the continued hearing pursuant to the budget. The continued hearing on the matter is scheduled for June 14 at 1 p.m. The Court added that the actual partial expenditures reported in the Budget as having been expended by the Trustee during the week ending June 4, 20220, are authorized as approved expenditures of cash collateral. A copy of the order and the Debtor's budget is available at https://bit.ly/3xzXnfk from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $205,741 for the week ending June 4, 2022; and $878,116 for the week ending June 11, 2022. About Cherry Man Industries Cherry Man Industries, Inc., 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. El Segundo, Calif.-based 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 has five distribution centers across the United States. 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. CHOCTAW GENERATION: Fitch Lowers Rating on Series 1 & 2 Notes to CC ------------------------------------------------------------------- Fitch Ratings has taken the following rating actions on Choctaw Generation Limited Partnership, LLLP's (CGLP or the project) $273 million of outstanding pari passu lessor notes: -- $235 million ($166 million outstanding) Series 1 lessor notes due December 2031 downgraded to 'CC' from 'B-'; -- $59 million ($108 million outstanding) Series 2 lessor notes due December 2040 downgraded to 'CC' from 'CCC'. RATING RATIONALE The rating downgrade on the Series 1 notes reflects the project's continued weak financial performance and increasing costs that have eroded coverage and available liquidity. The downgrade on the Series 2 notes to the rating level of the Series 1 notes reflects cross-default provisions between the two series of notes. Continued weak performance and increasing costs in 2022 necessitated draws on liquidity such that, while liquidity remains available to make June 2022 debt service payments, Fitch does not expect liquidity to remain adequate for the $11.6 million Series 1 note debt service payment due Dec. 15, 2022. Fitch's downgrade to 'CC' on both the Series 1 notes and Series 2 notes indicates default of some kind appears probable. While debt service on the Series 2 notes is fully deferable until beyond the maturity of the Series 1 notes, cross-default provisions include the acceleration of debt service. KEY RATING DRIVERS Declining Performance & Lack of O&M Reserve - Operation Risk: Weaker The owner-lessor, a subsidiary of Southern Company, funded substantial modifications to improve plant performance that were complete in 2015, but failed to achieve adequate performance improvements. The operator, also a Southern subsidiary, is considered strong, but the facility continues to experience volatility in operations since completing the modifications including declining availability and increasing heat rate. Lack of a dedicated O&M reserve additionally weakens the project's ability to withstand periods of underperformance, potentially eroding cash flow cushion available for repayment. The major maintenance reserve balance was depleted as of YE 2021. Adequate Mine-mouth Coal Supply - Supply Risk: Weaker CGLP's mine-mouth location and reputable fuel supplier moderates some supply risk. However, early termination or expiration of the supply agreement in 2032 with potentially less favorable pricing could lead to inadequate fuel cost recovery. Revenue Contract with Strong Counterparty - Revenue Risk (Series 1): Midrange CGLP has a PPA with Tennessee Valley Authority (TVA; AA/Stable) for the project's full capacity and energy output through mid-2032. The Series 1 notes mature four months prior to PPA expiration. While the project's contracted revenues are a stronger feature, cash flows are moderately sensitive to dispatch levels with some vulnerability to deterioration in the economic environment contributing to Fitch's midrange revenue risk assessment. Significant Merchant Exposure - Revenue Risk (Series 2): Weaker Series 2 debt matures in 2040, exposing debtholders to an entirely merchant revenue stream after the PPA expires in 2032. Debt Structure Lacks Typical Support Features - Debt Structure: Weaker Both series lack a dedicated debt service reserve, relying instead on draws from other project accounts to fund Series 1 payment shortfalls. The ability to defer Series 2 target interest and principal payments introduces the risk of a high outstanding balance to be repaid after the PPA expires resulting in exposure to refinancing risk. Financial Profile Persistent underperformance combined with higher operating expenses have depleted liquidity and contributed to the increased risk of near-term default. Fitch's base and rating cases are not applicable considering management's projections for inadequate cash flow and liquidity to make the December 2022 debt service payments. PEER GROUP AES Puerto Rico (rated C) is a comparable coal project in that its financial performance includes projections of below break-even DSCRs, limited liquidity to make payments, and reliance on a single offtaker (albeit in Default). In public ratings outside the U.S., a higher-rated coal project in Indonesia, Minejesa Capital BV (BBB-/Stable), maintains an investment-grade rating supported by the absence of merchant exposure under the PPA, favorable pass-through of fuel costs, stable operating history and a stronger average rating case coverage of 1.45x. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: -- The notes will be further downgraded to 'C' if a default or default-like process begins. Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Unlikely barring sustained improvement in liquidity. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure 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 three 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. TRANSACTION SUMMARY In December 2002, SE Choctaw, LLC purchased the then new 440MW lignite-fired Red Hills Generation Facility from CGLP. Immediately following the acquisition, the owner leased the facility back to CGLP under a 45-year lease, expiring Dec. 20, 2047. Non-Fitch-rated lessor notes were issued in 2002 in accordance with the lease, but steady declines in performance prompted a restructuring of the original lessor notes in 2013. Fitch rated the 2013 notes issuance that was part of a restructuring to reduce interest rates, extend the debt term, and introduce a payment-in- kind (PIK) feature to Series 2 notes. As part of the restructuring, the owner-lessor agreed to make approximately $60 million in equity investments for needed repairs and maintenance and to implement various modifications to improve the performance of the facility. CREDIT UPDATE Availability continues to perform worse than Fitch's prior base case availability of 90% despite long-term efforts to alleviate performance going back to 2015's $60 million investment plan. Availability declined from 87% in 2020 to 84% in 2021 and further to 80% through April 2022, indicating continued poor performance. Multiple operational issues have afflicted the asset's recent performance, including tube leaks and issues with the boilers that produced 51% availability for the month of January 2022. Financial performance in 2021 included a roughly $3.2 million draw that fully depleted the Major Maintenance Reserve Account to support a 1.01x DSCR. 2022 YTD results indicate weaker revenues (including lower availability) and significant cost increases (primarily from insurance). Management confirms the $9.9 million debt service payment in June will be made with cash flow and available liquidity. However, Fitch does not believe that operating cash flow and remaining liquidity will be sufficient to cover December's $11.6 million debt payment. SECURITY CGLP is structured as a leveraged lease transaction and the Series 1 and 2 notes are pass-through trust certificates secured by the project's rent payments. Although Series 2 is structurally subordinated in the payment waterfall, the two series of notes are pari passu. The security interests are typical of project finance transactions and include all project revenues and accounts, all project agreements (PPA and supply agreements), as well as the physical assets of CGLP. ESG CONSIDERATIONS Choctaw Generation Limited Partnership, LLLP has an ESG Relevance Score of '4' for Waste & Hazardous Materials Management; Ecological Impacts due to exposure to waste disposal related to coal ash management and pollution incidents, and is relevant to the ratings in conjunction with other factors. It is unclear how the project will fund lifecycle costs given the weak liquidity and this uncertainty has a negative impact on the credit profile. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- Choctaw Generation Limited Partnership, LLLP Choctaw Generation LT CC Downgrade B- Limited Partnership, LLLP /Debt/1 LT Choctaw Generation LT CC Downgrade CCC Limited Partnership, LLLP /Debt/2 LT CHUB CAY LLC: Files Bare-Bones Chapter 11 Petition -------------------------------------------------- Chub Cay LLC filed for chapter 11 protection in the Western District of Texas without stating a reason. According to court documents, Chub Cay LLC estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for June 30, 2022, at 9:00 AM at Via Phone: (866)909-2905; Code: 5519921#-. Proofs of claim are due Sept. 28, 2022. The Debtor's Chapter 11 Plan and Disclosure Statement are due by Oct. 4, 2022. About Chub Cay LLC Chub Cay LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Chub Cay LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-50615) on June 6, 2022. In the petition filed by Mark Granados, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The case is assigned to Honorable Bankruptcy Judge Michael M Parker. Morris E. "Trey" White, III, of Villa & White LLP, is the Debtor's counsel. CITIZEN PROTECTION: Seeks to Hire Tamarez CPA as Accountant ----------------------------------------------------------- Citizen Protection Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Albert Tamarez-Vasquez, CPA, CIRA and his accounting firm Tamarez CPA, LLC as its accountant. The firm's services include: a) reconciling financial information to assist the Debtor in the preparation of monthly operating reports; b) assisting in the reconciliation and clarification of proof of claims filed and amount due to creditors; c) providing general accounting and tax services to prepare year-end reports and income tax preparation; and d) assisting the Debtor and its counsel in the preparation of the supporting documents for the Chapter 11 reorganization plan, including negotiation with creditors. The hourly rates charged by the firm for its services are as follows: Albert Tamarez-Vasquez, CPA, CIRA $165 per hour CPA Supervisor $110 per hour Senior Accountant $900 per hour Staff Accountant $70 per hour The firm received a retainer in the amount of $5,000. As disclosed in court filings, Tamarez CPA is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Albert Tamarez Vasquez, CPA, CIRA Tamarez CPA, LLC First Federal Saving Building 1519 Ave. Ponce De Leon Suite 412 San Juan, PR 00909-1713. Tel: (787) 795-2855 Fax: (787) 200-7912 Email: atamarez@tamarezcpa.com About Citizen Protection Citizen Protection Inc. provides strategic leadership for the company by working with the Board of Directors and other management to establish long-range goals, strategies, plans and policies. Citizen Protection sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-01475) on May 24, 2022, listing between $50,000 and $100,000 in both assets and liabilities. Edwin Ayala Figueroa, president of Citizen Protection, signed the petition. Javier Vilarino, Esq., at Vilarino & Associates, LLC and Tamarez CPA, LLC serve as the Debtor's legal counsel and accountant, respectively. CITIZEN PROTECTION: Seeks to Hire Vilarino & Associates as Counsel ------------------------------------------------------------------ Citizen Protection Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Vilarino & Associates, LLC as its legal counsel. The firm's services will include: a) advising the Debtor with respect to its duties, powers and responsibilities in its Chapter 11 case under the laws of the United States and Puerto Rico; b) advising the Debtor as to whether reorganization is feasible and, if not, assisting the Debtor in the orderly liquidation of its assets; c) negotiating with creditors in the formulation and confirmation of a viable plan of reorganization; d) preparing legal papers; e) appearing before the bankruptcy court or any court where the Debtor asserts a claim interest or defense related to its bankruptcy case; f) other legal services necessary to administer the case; and g) employing other professional services, if necessary. The hourly rates charged by the firm's attorneys and paralegals are as follows: Javier Vilarino, Esq. (Senior Attorney) $275 per hour Associates $200 per hour Paralegals $125 per hour As disclosed in court filings, Vilarino & Associates is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Javier Vilarino, Esq. Vilarino & Associates, LLC 1519 Avenida de la Constitucion 5th Floor San Juan, PR 00918 Phone: +1 787-565-9894 Email: office@vilarinolaw.com About Citizen Protection Citizen Protection Inc. provides strategic leadership for the company by working with the Board of Directors and other management to establish long-range goals, strategies, plans and policies. Citizen Protection sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-01475) on May 24, 2022, listing between $50,000 and $100,000 in both assets and liabilities. Edwin Ayala Figueroa, president of Citizen Protection, signed the petition. Javier Vilarino, Esq., at Vilarino & Associates, LLC and Tamarez CPA, LLC serve as the Debtor's legal counsel and accountant, respectively. CLAREHOUSE LIVING: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- Clarehouse Living asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to maintain insurance, pay utilities, pay its employees, and maintain the property needed in the operation of its business. Oak Hill Properties IXC asserts a first priority security interest in "all leases, rental agreements and arrangements of any sort" originating from a Security Deed dated June 5,2013 recorded on Deed Book 15095 page 4209, Cobb County Georgia real estate records, with an balance of approximately $471,865. Pursuant to the Security Deed, Oak Hill Properties' security interest attaches solely to the funds generated at the Debtor's personal care facility in Flint Hill, Powder Springs, Georgia. BFS Capital/Dedicated (Corporation Service Company as representative) may claim priority security interest in future receipts originating from a UCC-1 dated June 21, 2017, file number 038-2017-00985, recorded Coweta County Georgia records. Premier Capital Funding (Corporation Service Company as representative) asserts a priority security interest in all of the Debtor's presently existing and hereafter created Receivables, General Intangibles originating from a UCC-1 dated April 1,2020, file number 038-2020-006309, recorded Coweta County Georgia records, with an unknown balance. The Cobb County Tax Commissioner asserts a second priority security interest in Debtor's assets generated from the Mint Mill Location via FIFAs dated 9.20.21 (Cobb County 2021-0135261. $4,013.52), 11.1.2021 (Cobb County 2021-0155276. $3,891.80), and 12.8.21 (Cobb County file 2021-0172911 $4,401.49). Cash collateral will be used only pursuant to the terms of the Budget during the period following entry of the Interim Order until earlier of: (i) 30 days following entry of the Interim Order; (ii) conversion of the case to Chapter 7 or dismissal of the case; or(iii) Debtor's violation of the terms of the Interim Order, including failure to comply with the Budget. As adequate protection for the cash collateral expended pursuant to the Interim Order, the secured parties shall be given replacement liens, to the same extent and validity of those liens that presently exist in the same order of priority as existed pre-petition for the secured parties which include assets of the debtor. In addition, the Debtor will make monthly payments to Oak Hill Properties, $2,226 on the 1st of each month as Adequate Protection payments. These payments are based on the funds generated solely from the Flint Hill location. In addition, Debtor will make monthly payments to BFS Capital in the amount of $1,789 on the 1st of each month. These payments are based on the Funds generated solely from the Macedonia location. A copy of the motion is available at https://bit.ly/3NMnFAI from PacerMonitor.com. About Clarehouse Living, Inc. Clarehouse Living, Inc.'s business consists of taking care of the elderly or disabled residents in a licensed personal care home. Clarehouse sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-50035) on January 3, 2022. In the petition signed by Clarence Williams III, chief executive officer, the Debtor disclosed up to $1 million in both assets and liabilities. Greg T. Bailey & Associates is the Debtor's counsel. CLEARPOINT NEURO: Files Certificate of Correction With Del. State ----------------------------------------------------------------- At the 2022 annual meeting of the stockholders of ClearPoint Neuro, Inc. held on May 24, 2022, the stockholders were asked to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, decreasing the number of authorized shares of the Company's common stock, par value $0.01 per share from 200,000,000 shares to 80,000,000 shares of Common Stock. As reported in a Current Report on Form 8-K filed on May 26, 2022, the Share Decrease Proposal was adopted and a Certificate of Amendment of Amended and Restated Certificate of Incorporation setting forth the amendment adopted pursuant to the Share Decrease Proposal was filed with the Secretary of State of the State of Delaware. A purported beneficial owner of five shares of the Company's Common Stock subsequently expressed concerns about a statement in the Company's proxy statement related to the Share Decrease Proposal, specifically questioning, in light of the proxy statement, the ability of brokerage firms and other custodians to vote shares of Common Stock held by them for the benefit of their customers in the absence of instructions from the beneficial owners. In the proxy statement for the Annual Meeting, the Company stated, based on its good faith understanding of the New York Stock Exchange rules applicable to brokers, that brokerage firms would not have the authority to vote on the Share Decrease Proposal. After the mailing of the proxy statement for the Annual Meeting, the Shareholder Decrease Proposal was coded as a "routine" matter under New York Stock Exchange Rule 452, permitting proxy voting in the discretion of the broker and causing the Company's statement in the proxy statement to be inaccurate. Based on an examination of the situation performed following receipt of this demand, the Company believes, despite any language to the contrary in the proxy statement, that the vote at the Annual Meeting was properly tabulated, and that the Certificate of Amendment was properly adopted in accordance with Delaware law. However, in light of the demand and to ensure against any future question as to the validity of the Certificate of Amendment, on June 3, 2022, the Company filed a Certificate of Correction with the Delaware Secretary of State, which renders the Certificate of Amendment null and void and of no further force or effect. The Company expects at a future meeting of stockholders to seek stockholder approval of a decrease in the number of authorized shares of the Company's Common Stock, which the Company expects will result in a modest Delaware franchise tax savings. About ClearPoint Neuro ClearPoint Neuro formerly MRI Interventions, Inc. -- http://www.clearpointneuro.com-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. Applications of the Company's current product portfolio include deep-brain stimulation, laser ablation, biopsy, neuro-aspiration, and delivery of drugs, biologics, and gene therapy to the brain. Clearpoint Neuro reported a net loss of $14.41 million for the year ended Dec. 31, 2021, a net loss of $6.78 million for the year ended Dec. 31, 2020, a net loss of $5.54 million for the year ended Dec. 31, 2019, and a net loss of $6.16 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $61.77 million in total assets, $16.04 million in total liabilities, and $45.73 million in total stockholders' equity. As of Dec. 31, 2021, the Company had $65.58 million in total assets, $16.79 million in total liabilities, and $48.79 million in total stockholders' equity. CLEARY PACKAGING: 4th Circ. Says Discharge Exceptions Applicable ---------------------------------------------------------------- Corporate debtors taking advantage of a relatively new, streamlined type of bankruptcy filing are subject to a bankruptcy law that limits certain debts from being wiped out, the Fourth Circuit ruled. Section 523(a) of Chapter 11 of the US Bankruptcy Code spells out certain types of debt that individual debtors can't discharge through bankruptcy, such as those incurred from fraud or malicious misconduct. These exceptions also apply to business entities that file bankruptcy under "Subchapter V" of Chapter 11, the US Court of Appeals for the Fourth Circuit said in a ruling June 7, 2022 in 211981.P Cantwell-Cleary, Co., Inc. v. Cleary Packaging, LLC. When Cleary Packaging, LLC, filed a petition in bankruptcy under Subchapter V of Chapter 11 as a "small business debtor," seeking to discharge a $4.7 million judgment that Cantwell-Cleary Co., Inc. had obtained against it for intentional interference with contracts and tortious interference with business relations, Cantwell-Cleary opposed the effort. It argued that 11 U.S.C. Sec. 1192(2), which falls within Subchapter V, provides that small business debtors are not entitled to discharge "any debt . . . of the kind specified in section 523(a) of this title," id. Sec. 1192(2), and that Sec. 523(a) in turn lists 21 categories of debt that are non-dischargeable, including debts "for willful and malicious injury by the debtor to another entity or to the property of another entity," id. Sec. 523(a)(6). Cleary Packaging argued, however, that because Sec. 523(a)'s list of exceptions to dischargeability is applicable only to "individual debtor[s]," its $4.7 million debt as the debt of a corporation was not covered by the exception contained in Sec. 1192(2) and therefore was indeed dischargeable. Cantwell-Cleary responded that because the language of Sec. 1192(2) incorporates only the list of debts -- debts "of the kind specified in section 523(a)" -- and not the class of debtors addressed by Sec. 523(a), the $4.7 million debt is non-dischargeable as a debt for willful and malicious injury. "The bankruptcy court, in a nicely crafted opinion, agreed with Cleary Packaging and concluded that its $4.7 million debt was indeed dischargeable, reasoning that the exceptions to dischargeability that were incorporated into § 1192(2) from § 523(a) applied only to individual debtors. The court relied heavily on the reasoning of Gaske v. Satellite Restaurants Inc. Crabcake Factory USA (In re Satellite Restaurants Inc. Crabcake Factory USA), 626 B.R. 871 (Bankr. D. Md. 2021), which was dismissed on appeal. While the question is a close one, we nonetheless disagree with the bankruptcy court. Accordingly, we reverse the court's ruling and remand, said an opinion written by Judge Niemeyer, and joined by Judge Motz and Judge King. Cleary Packaging's Subchapter V Filing Cantwell-Cleary is a Maryland corporation engaged as a wholesaler of office-related products, particularly packaging supplies, janitorial and sanitation supplies, and paper products. Vincent Cleary Jr., who was on the board of directors of Cantwell-Cleary and its former president and CEO, left the company in June 2018 following a long-running family dispute involving divorce proceedings and internal disagreements over control of the company. He thereafter formed Cleary Packaging, LLC. He took with him numerous employees covered by noncompetition agreements and sensitive customer information and began the new business in competition with Cantwell-Cleary. Shortly thereafter, Cantwell-Cleary commenced an action in the Circuit Court for Anne Arundel County, Maryland, for intentional interference with contracts, tortious interference with business relations, and related claims. On the jury's verdict in favor of Cantwell-Cleary, the state court entered judgment in January 2021 against Cleary Packaging and Vincent Cleary Jr. in the aggregate amount of $4,715,765. Cleary Packaging thereafter filed a petition under Chapter 11 of the Bankruptcy Code, electing to proceed under Subchapter V as a small business enterprise. In its plan for reorganization, it proposed to pay Cantwell-Cleary 2.98 percent of its judgment in biannual installments over a period of five years, for a total of $140,490. If the plan were to be approved, the remainder of Cleary Packaging's debt to Cantwell-Cleary would be discharged. Cantwell-Cleary filed a complaint in the bankruptcy court, seeking a declaratory judgment that the $4.7 million judgment is not dischargeable under 11 U.S.C. Sec. 1192(2) and 523(a). It also sought, by motion for summary judgment, a judgment giving preclusive effect in the bankruptcy court to its state judgment. On Cleary Packaging's motion, the bankruptcy court dismissed Cantwell-Cleary's declaratory judgment action, finding that the discharge exceptions in Sec. 1192(2) and Sec. 523(a) do not apply to corporate debtors because of limiting language in Sec. 523(a). Specifically, it held that the Sec. 523(a) list of exceptions to dischargeability applies only to individual debtors. Because Cleary Packaging was not an individual, but rather a corporation (in this case, a limited liability company), its debt was therefore not excepted from discharge under Sec. 523(a). Consequently, the court also dismissed Cantwell-Cleary's motion for summary judgment as moot. On Cantwell-Cleary's motion, the bankruptcy court certified a direct appeal to the Court of Appeals for the 4th Circuit of its "Section 523 Opinion and Order," pursuant to 28 U.S.C. Sec. 158(d)(2)(A)(i), and the Court of Appeals authorized the appeal by order dated September 8, 2021. The sole question on appeal, therefore, is whether Cleary Packaging, as a Subchapter V corporate debtor, can discharge its $4.7 million debt to Cantwell-Cleary "for willful and malicious injury." 4th Circuit Ruling While we recognize a certain lack of clarity in the relationship between Sec. 1192(2) and Sec. 523(a), we conclude, based on our textual review, the provisions' context in the Bankruptcy Code, and practical and equitable considerations, that Cantwell-Cleary makes the more persuasive argument, Judge Niemeyer said. "And as to fairness and equity, it should be recognized that a Subchapter V proceeding involves a non-consensual plan — i.e., a "cram-down" proceeding — in which stakeholders in the bankruptcy estate are treated differently than they would be in traditional Chapter 11 proceedings under the absolute priority rule. Under a Subchapter V plan, owners of a debtor can retain ownership interests to continue conducting the reorganization at the expense of and over the objection of creditors. Given the elimination of the absolute priority rule, Congress understandably applied limitations on the discharge of debts to provide an additional layer of fairness and equity to creditors to balance against the altered order of priority that favors the debtor. To this end, all Subchapter V debtors are textually subject to the discharge limitations described in Sec. 523(a), not just individual Subchapter V debtors. To make a distinction between individuals and corporations for how Subchapter V is applied would not only undermine that balance, but would also make no sense and indeed would create perverse incentives. But most importantly, it would violate the text of § 1192(2)," Judge Niemeyer stated. "At bottom, while we recognize that the relationship between § 523(a) and § 1192 might be a bit discordant — or perhaps more accurately, clumsy — we find more harmony from following a close textual analysis and contextual review of § 1192(2) and thus conclude that it provides discharges to small business debtors, whether they are individuals or corporations, except with respect to the 21 kinds of debts listed in § 523(a). We would find it difficult to conceive of giving § 523(a) the additional role of defining the debtors covered by § 1192(2) in conflict with § 1192(2)'s own language. That function is actually and better carried out by § 1192, which is the specific provision governing discharges in Subchapter V proceedings and which applies to individual and corporate debtors alike. Finally, we conclude that our interpretation serves fairness and equity in circumstances where a small business corporate debtor in particular is given greater priority over creditors than would ordinarily apply and thus should not especially benefit from the discharge of debts incurred in circumstances of fraud, willful and malicious injury, and the other violations of public policy reflected in § 523(a)'s list of exceptions." About Cleary Packaging Cleary Packaging, LLC is a wholesale distributor of packaging and janitorial supplies. The company sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-10765) on Feb. 7, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor tapped Yumkas, Vidmar, Sweeney & Mulrenin as its legal counsel and George S. Magas CPA, PC as its accountant. Scott W. Miller has been appointed as Subchapter V Trustee for the Debtor. CLEVELAND-CUYAHOGA COUNTY PA: S&P Affirms BB+ Rating on 2018 Bonds ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' long-term rating on Cleveland-Cuyahoga County Port Authority, Ohio's $75 million series 2018 fixed-rate cultural facility revenue and refunding bonds, issued for Playhouse Square Foundation (PSF) and subsidiaries. "The revision to stable outlook reflects our view that PSF has managed operations well through the pandemic such that both fiscal years 2021 and 2020 resulted in full accrual operating surpluses, though with the help of government funding and grants," said S&P Global Ratings credit analyst Gauri Gupta. At the same time, theatre operations, which make up a significant portion of revenues, have resumed and management expects that revenues will meet budgeted expectations such that fiscal 2022 will also yield an operating surplus. Furthermore, S&P also expect PSF to return to historical numbers with its members and attendees as performances and Broadway shows are resumed for fiscal 2023 season. The Playhouse Square Foundation, located in downtown Cleveland, is the "world's largest theater restoration project," and the country's largest performing arts center outside New York City. Since its founding, Playhouse Square's role in the community has evolved from show casing traditional entertainment and education programming to providing development services for the district. Accordingly, PSF has two primary businesses: Playhouse Square Foundation that is the traditional theatre operations and the Playhouse Square Real Estate Services that focuses on the property management business. CONSOL ENERGY: S&P Alters Outlook to Positive, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Consol Energy Inc. to positive from stable and affirmed its 'B-' issuer credit rating on the company. S&P said, "Concurrently, we raised our issue-level rating on the company's second-lien debt to 'B-' from 'CCC' and revised our recovery rating on the debt to '4' from '6' on improved collateral availability following first-lien debt reduction. A '4' recovery rating indicates our expectation of average (30%-50%; rounded estimate: 40%) recovery in default. "Our 'B+' issue-level rating and '1' recovery rating on the senior secured debt are unchanged." The positive outlook reflects the potential for an upgrade in the next 12 months if Consol demonstrates access to capital markets by completing the refinancing of upcoming revolver maturities due March 2023. Strong industry tailwinds will continue to support robust EBITDA generation in 2022-2023. S&P Global Ratings expects Consol will achieve annual EBITDA of $600 million-$750 million in 2022 and 2023, representing about a 50%-85% improvement from the previous year, underpinned by a fully contracted position and improved thermal coal pricing for 2022We expect demand for thermal coal will remain robust in the next 12-24 months as natural gas prices remain elevated above $8 per mmBtu (/mmBtu). Domestic utility providers that used to rely mainly on natural gas are replenishing their thermal coal supplies amid market supply tightness leading to volume commitments of 16 million tons for 2023. S&P said, "We expect Consol will deliver 23 million–25 million tons of thermal coal annually over the next two years. In addition, Consol's renewed contracts with customers at higher prices are leading to about a 30% increase in average realized revenue per metric ton in 2022. As thermal coal prices remain elevated, we forecast further improvements in average realized revenue per metric ton in 2023." The coal industry has been plagued with transportation and delivery challenges due to staffing issues with rail service providers. Consol's access to two rail lines, CSX Corp. and Northfolk Southern Corp., from its Pennsylvania Mining Complex (PAMC) has partially mitigated the negative effects of freight disruptions to the Baltimore port. S&P Global Ratings' adjusted leverage will likely be below 2x in 2022 supported by lower debt levels. Rolling 12-month S&P Global Ratings' adjusted leverage declined to 2.8x as of March 31, 2022, from 3.3x as of Dec. 31, 2021, and 5.4x as of Dec. 31, 2020.The decline in adjusted leverage is due to improved earnings and a deliberate reduction of Consol's funded debt through the high amortization of the company's term loan A and voluntary debt repayments. The company repaid $101 million of debt in 2021 and $64 million in the first four months of 2022. S&P expects this trend will continue, supported by discretionary cash flows of $350 million-$400 million in 2022. S&P expects Consol will maintain a conservative financial policy that prioritizes pruning its capital structure in response to dwindling investor appetite for thermal coal. Consol has publicly declared its intention to continue optimizing its balance sheet in response to expectations of reduced access to capital markets. This includes accelerating debt repayments and liquidity preservation through healthy cash balances. S&P believes thermal coal companies will continue to face diminishing access to traditional sources of financing as major investors and financial companies commit to divest from the industry amid climate change concerns. The company has reduced S&P Global Ratings' adjusted debt by more than $500 million since 2018 and it has funded debt of $535 million as of March 31, 2022. It also had $223 million of unrestricted cash on hand as of March 31, 2022, and full availability under its $400 million revolving credit facility (RCF) due in March 2023. Consol intends to renew the RCF along with its asset securitization facility, which is also due in March 2023. S&P said, "We do not anticipate the need for the RCF based on Consol's robust cash balance and free operating cash flow projections of $800 million-$1 billion over the next 24 months. However, the refinancing of these facilities is key to alleviating what we consider risks related to the company's access to capital markets, which constrain our move to a higher rating currently warranted by the improving credit metrics." The positive outlook reflects the potential for a higher rating in the next 12 months if the company demonstrates access to capital markets by completing the refinancing of its upcoming revolver maturities due March 2023 while maintaining S&P Global Ratings' adjusted leverage below 2x. S&P could raise its ratings on Consol in the next 12 months if: -- The company sustains the recovery in its earnings such that we believe it will maintain S&P Global Ratings' adjusted leverage at 2x-3x; and -- S&P considers refinancing risk to be low, as demonstrated by a successful refinancing of upcoming maturities. S&P could revise its outlook on Consol to stable if: -- The company is unable to refinance its upcoming revolver maturities; or -- S&P Global Ratings' adjusted leverage were to spike above 5x due to thermal coal revenue per metric ton declining by 25%-30% from the current level. ESG credit indicators: E-5, S-3, G-2 S&P said, "Environmental factors are a very negative consideration in our credit rating analysis of Consol, since the company's U.S. utility customers are on a steady path to reaching net zero greenhouse gas emissions over the next couple of decades. Consol is a pureplay thermal coal producer in the U.S. selling thermal and crossover met coal to domestic and international utilities as well as industrial customers. We expect renewable and natural gas power generation will continue to displace coal-fired generation in the U.S. Furthermore, Consol could face limited access to capital markets because major financial and investment companies have decreased or committed to divest of their coal holdings." Partially offsetting the risk of credit deterioration over time is Consol's low-cost, high-quality asset base as well as a shift toward industrial customers and international coal markets. Social factors are a moderately negative consideration since the company has to comply with stringent environmental and safety regulations and is obligated to satisfy reclamation and other long-term obligations related to coal mining operations. CONSOLIDATED WEALTH: Ordinary Unsecureds Unimpaired in Plan ----------------------------------------------------------- Consolidated Wealth Holdings, Inc., et al., submitted a First Amended Joint Combined Chapter 11 Plan and Disclosure Statement. The Combined Plan and Disclosure Statement has two classes of unsecured creditors: investors in life insurance policies and the ordinary course creditors. With respect to the Investors, the Combined Plan and Disclosure Statement provides three options for each Investor that is a Current FLS Interest Holder. First, the Investor can cash out its FLS Interest by selling the interest to LOF-II, the plan sponsor. This Cash Out Option is the default option for an Investor that is a Current FLS Interest that (i) takes no action to vote on the Plan or (ii) has an Allowed Claim other than a claim based on a FLS Interest, e.g. an Allowed Claim for a tort. As an alternative to the Cash Out Option, each Current FLS Interest Holder may elect one of the following two treatments: * First, the Investors may "swap" their respective interests in the applicable life insurance policies for an interest in the Reorganized Debtor which in turn will contribute those interests in LOF-II, a pooled life settlement fund (the "FLS Swap Option"). The major advantage of the FLS Swap Option is that the Investors will no longer need to fund their periodic premium payments associated with the insurance policies. Another advantage is that the FLS Swap Option is proposed to be pooled with many insurance policies, thereby diversifying an Investor's investment across multiple policies. Electing the FLS Swap Option will require the Investor to pay an annual fee of $500 (subject to a cost-of-living adjustment). Investors should review the FLS Swap Option Supplemental Disclosure Document for additional disclosures regarding the FLS Swap Option. The FLS Swap Option Supplemental Disclosure Document will be included in a Plan Supplement. * Second, the Investors may elect to retain their existing fractionalized interest in the applicable life insurance policy. Electing this option will require the Investor to pay an annual fee of $500 (subject to a cost-of-living adjustment). With respect to ordinary course creditors, the Combined Plan and Disclosure Statement provides that these claims will be paid in full on the Effective Date or otherwise paid in the ordinary course by the Reorganized Debtor. Class 2 Unsecured Claims With respect to Class 2A FLS Interest Holder Claims, any party holding a FLS Interest Holder Claim shall receive on the Effective Date, unless such holder elects the FLS Swap Option or the Retention Option (each defined and described below), in full satisfaction, settlement, discharge and release of, its FLS Interest, a cash payment in the amount of the Conversion Cash Value multiplied by the FLS Interest Holders' Allowed Claim, plus any cash (if any) that is contributed or that represents prior funding by the FLS Interest Holders of premium calls not yet utilized to pay premiums on Policies, in full satisfaction, settlement, discharge and release of, and disposition and sale of its FLS Interest (the "Cash Out Option"). If a FLS Interest Holder has an Allowed Claim, other than the Allowed Claim on account of its FLS Interest, then such FLS Interest Holder will receive the Cash Out Option for such portion of its Allowed Claim over and above its claim on account of its FLS Interest. For example, if a FLS Interest Holder has an Allowed Claim in the amount of $100,000 that is over and above its claim for its FLS Interest then such $100,000 Allowed Claim will receive the Cash Out Option treatment which means that such FLS Interest Holder will receive the $100,000 Allowed Claim multiplied by the Conversion Cash Value. So if the Conversion Cash Value is 18%, then such holder will receive $18,000. In lieu of the Cash Out Option, a Current FLS Interest Holder may elect one of the following two options: (i) On the Effective Date, in full satisfaction, settlement, discharge and release of, and in exchange for contributing its FLS Interests, the FLS Interest Holder will receive a limited liability company membership interest (the "New Membership Interests") in the Reorganized Debtor with an initial capital account balance equal to the Assigned Swap Value of the FLS Interest contributed, as set forth in the Subscription and Contribution Agreement and further specified in the Plan Supplement, plus cash (if any) that is contributed or that represents prior funding by FLS Interest Holders of premium calls not yet utilized to pay premiums on the Policies (the "FLS Swap Option"). The FLS Swap Option will require the FLS Interest Holder to become a party to the limited liability company agreement of the Reorganized Debtor, which will include the Company Administration Fee per FLS Interest Holder per year. Each FLS Interest Holder that elects the FLS Swap Option will be required to execute a Subscription Agreement and a Life Settlement Interest Capital Contribution, Assignment and Transfer Agreement (the "Subscription and Contribution Agreement"). For avoidance of doubt, following the "swap," the FLS Interest Holder will no longer have a direct interest in the original FLS Interest, rather it will hold an equity interest in the Reorganized Debtor who in turn will hold an interest in the LOF-II fund. More information on the FLS Swap Option is set forth in the FLS Swap Option Supplemental Disclosure Document. (ii) On the Effective Date, an FLS Interest Holder may elect to retain the rights and obligations set forth in the existing FLS Interest purchase agreement between such FLS Interest Holder and the applicable Debtor, subject to the terms of a Restated Life Settlement Contract with a manager to be selected by the Reorganized Debtor, which manager may be the Reorganized Debtor, and which will include the Contract Administration Fee per FLS Interest Holder per year (the "Retention Option"). Each FLS Interest Holder that elects or receives the Cash Out Option or elects the FLS Swap Option is referred to as a "Contributing FLS Interest Holder." Each FLS Interest Holder that elects the Retention Option is referred to as a "Non-Contributing FLS Interest Holder." After the Effective Date, LOF-II will have full ownership of the policies of Non-Contributing FLS Interest Holder and will have the right to manage the policies and have the right to sell the policies to another buyer; provided that, in this event, the beneficial interest held by the Non-Contributing FLS Interest Holder who elects the Retention Option will be secured via absolute assignment at the securities intermediary and such Non-Contributing FLS Interest Holder will receive their full maturity amount from the securities intermediary once insurance proceeds have been received from the insurance company. Therefore, notwithstanding that LOF-II will have the right to manage and sell the Policies, if an FLS Interest Holder elects the Retention Option, then such FLS Interest Holders' FLS Interest will be preserved notwithstanding any sale of the underlying Policy. Non-Contributing FLS Interest Holders will execute documents as necessary to implement these provisions. Class 2A is impaired. With respect to Class 2B Ordinary Course Unsecured Claims, each holder thereof shall receive payment in full in cash, or such Allowed Class 2B Claim shall be reinstated and paid by the Reorganized Debtor according to its terms. Class 2B is unimpaired. Pursuant to Section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under this Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Equity Interests and controversies resolved pursuant to the Plan, among the Debtors, the Releasing Parties, the Released Parties, and the Holders of Claims and Equity Interests in Classes 1 through 3 of the Plan. Distributions made to Holders of Allowed Claims and Allowed Equity Interests in any Class are intended to be final. The Plan shall be deemed a motion to approve the good faith compromise and settlement of all such Claims, Equity Interests, and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors and their Estates. All distributions made to Holders of Allowed Claims and Allowed Equity Interests (as applicable) in any Class are intended to be and shall be final. On the Effective Date, and subject to the DIP Facility being repaid in accordance with any DIP financing agreement, the Debtors intend to enter into Subscription and Contribution Agreements, pursuant to which the Debtors will contribute to LOF-II (i) the FLS Interests and any other assets contributed by the FLS Interest Holders electing the FLS Swap Option pursuant to the Subscription and Contribution Agreement and (ii) the underlying life insurance policies owned and controlled by the Debtors (the "CWM Owned Policies"), which were "valued" as of the petition date by the Debtor and LOF-II at $1.38 million. In exchange for the Debtors' contributions pursuant to the Subscription and Contribution Agreements, LOF-II will issue to the Reorganized Debtor a limited partnership interest in LOF-II (a "Fund Interests"). The Confirmation Order shall authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the FLS Swap Option and the issuance of all securities, notes, instruments, certificates, operating agreements, and other documents required to be issued pursuant to the restructuring contemplated herein, in each case in a manner acceptable to LOF-II (collectively, the "Restructuring Transactions"). On the Effective Date, the Debtors, as applicable, shall issue all securities, notes, instruments, certificates, operating agreements, and other documents required to be issued pursuant to the Restructuring Transactions. The Restructuring Transactions contemplated by the Plan shall be approved and effective as of the Effective Date, without the need for any further state or local regulatory approvals or approvals by any non-Debtor parties. Counsel to the Debtors: Lenard M. Parkins PLLC Charles M. Rubio P.C. PARKINS & RUBIO LLP Pennzoil Place, 700 Milam Street, Suite 1300 Houston, Texas 77002 Tel: (713) 715-1660 E-mail: lparkins@parkinsrubio.com crubio@parkinsrubio.com A copy of the Plan and Disclosure Statement dated June 8, 2022, is available at https://bit.ly/3zyhY54 from Epiq11, the claims agent. About Consolidated Wealth Consolidated Wealth Holdings Inc. -- https://consolidated-wealth.com/investor-login/ -- is a holding company based in Houston, Texas. The company and its affiliates manage a portfolio of roughly 28 life settlement contracts with 380 investors. Consolidated Wealth is no longer engaged in the sale of new life insurance today. Consolidated Wealth and affiliates filed for Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90013) on April 7, 2022. In the petition filed by Deanna Osborne, owner, Consolidated Wealth listed up to $500,000 in assets and up to $50,000 in liabilities. The case is assigned to Judge David R. Jones. Perkins, Lee and Rubio, LLP is the Debtor's legal counsel. Epiq Bankruptcy Solutions is the claims agent. CREATIVE ENCOUNTERS: Case Summary & 11 Unsecured Creditors ---------------------------------------------------------- Debtor: Creative Encounters, LLC 17 Rosemary Drive Schenectady, NY 12304 Business Description: Creative Encounters is primarily engaged in renting and leasing real estate properties. The Debtor is the fee simple owner of residential rental properties located in New York having an aggregate current value of $1.3 million. Chapter 11 Petition Date: June 9, 2022 Court: United States Bankruptcy Court Northern District of New York Case No.: 22-10533 Debtor's Counsel: Elizabeth Fairbanks-Fletcher, Esq. FAIRBANKS FLETCHER LAW PLLC 3257 Route 9, Suite 5 Saratoga Springs, NY 12866-0000 Tel: (518) 581-8600 Fax: (518) 874-0806 Email: info@fairbanksfletcher.com Total Assets: $2,477,032 Total Liabilities: $1,802,797 The petition was signed by Barbara Johnston as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WMX72BY/Creative_Encounters_LLC__nynbke-22-10533__0001.0.pdf?mcid=tGE4TAMA CS GROUP: Owner of Rental Properties Starts Subchapter V Case ------------------------------------------------------------- CS Group LLC filed for chapter 11 protection in the Southern District of Texas. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor owns these three rental properties in Galveston County, Texas: a. 912 Church St., Galveston, Texas; b. 918 Winnie St., Galveston, Texas; and c. 732 1st Ave. N., Texas City, Texas. The Church Property consists of 13 units with rents consisting of 9,158 square feet of net rentable area. The Church Property was purchased "As-Is" from Walter Alvarez, Alecs Young, and Ryan Kasemeyer (the "Church Lenders") on May 6, 2021 for $950,000. On April 20, 2022, the Ambrose Group prepared an appraisal of the Church Property for Apex Mortgage Corp. that valued the Church Property at $1,900,000 based on full occupancy at the time. The Winnie Property consists of 13 units with a total of 8,870 square feet of net rentable area. The Winnie Property was purchased "As-Is" from Walter Alvarez, Alecs Young, and Rodolfo Ruiz (the "Winnie Lenders") on May 6, 2021. On April 20, 2022, the Ambrose Group also prepared an appraisal of the Property for Apex Mortgage Corp. that valued the Winnie Property at $1,800,000 based on full occupancy at the time. The Texas City Property consists of 8 apartments. The Texas City Property was purchased” from Jet Lending, LLC on March 5, 2021, for $357,000. No appraisal of the Texas City Property has been prepared, but the Debtor estimate the value of the Texas City Property at $420,000. The Debtor had made all payments due under both the Church Loan and the Winnie Loan as renegotiated. In addition, in March 2022, the Debtor, the Church Lenders, and Winnie Lenders had an agreement of deferment until third party financing was secured. In April 2022 the Debtor was on the verge of refinancing the Church and Winnie Properties through Apex Mortgage Corp. This would have resulted in the complete payoff of the Church and Winnie Lenders. On March 31, 2022, the Lenders sent a notice of foreclosure for both the Church and Winnie Properties along with a letter alleging non-monetary defaults for failure to carry insurance. Both the Winnie Property and the Church Property were posted for foreclosure on May 3, 2022. On April 22, 2022, the Debtor filed a petition and application or temporary restraining order and temporary and permanent injunction to halt the foreclosure sale. Although a temporary restraining order with a bond of $1,000 was obtained, the Debtor did not move forward on obtaining a temporary injunction. The Chapter 11 case was filed so that the Debtor might have a chance to relet the empty units in the Properties and either refinance the Church and Winnie Loans or otherwise sell the properties to pay those properties' lenders in full. The Debtor currently intends to retain the Texas City Property going forward. The Debtor has filed two first day motions in this case seeking use of cash collateral to maintain all three properties, and permission to maintain a bank account to allow it to continue to collect rents from tenants. * * * Court filings reveal that CS Group LLC has estimated creditors of between 1 and 49. The petition states funds will be available to unsecured creditors. A teleconference meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 15, 2022, at 10:00 A.M. at the Office of UST. About CS Group LLC CS Group LLC owns three rental properties in Galveston County, Texas. CS Group LLC sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-80112) on June 6, 2022. In the petition filed by Carolina Dupuis, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge Jeffrey P Norman. Vianey Garza, of Dore Rothberg McKay, P.C., is the Debtor's counsel. Melissa A Haselden has been appointed as Subchapter V trustee. DAVE & BUSTER: Moody's Raises CFR to B1, Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded Dave & Buster's, Inc.'s corporate family rating to B1 from B2, its probability of default rating to B1-PD from B3-PD and affirmed its existing senior secured note rating at B1. At the same time Moody's assigned a B1 rating to the company's planned senior secured bank credit facility. The company's speculative grade liquidity rating of SGL-1 is unchanged. The outlook is stable. The planned bank credit facility consists of a $500 million 5-year senior secured revolver and $850 million 7-year senior secured term loan B. Proceeds from the planned term loan B and cash on hand will be used to finance acquisition of Main Event Entertainment Inc. ("Main Event", Caa1 stable), an owner and operator of 51 leisure family entertainment centers, from Ardent Leisure Group Limited and RedBird Capital Partners. "The upgrade to B1 reflects Dave & Buster's good credit metrics – Moody's forecasts the company's debt/EBITDA and interest coverage will be approximately 4.3x and 2.2x, respectively, at the end of 2022 (January 2023) – despite the incremental debt raised to fund the acquisition," stated Pete Trombetta, Moody's VP-Senior Analyst. "Risks to the downside of our forecast include integration risk related to the acquisition and risks associated with rising commodity and labor costs." Upgrades: Issuer: Dave & Buster's, Inc. Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B3-PD Affirmations: Issuer: Dave & Buster's, Inc. Senior Secured 1st Lien Regular Bond/Debenture, Affirmed B1 (LGD3) from (LGD2) Assignments: Issuer: Dave & Buster's, Inc. Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B1 (LGD3) Gtd Senior Secured 1st Lien Term Loan B, Assigned B1 (LGD3) Outlook Actions: Issuer: Dave & Buster's, Inc. Outlook, Remains Stable RATINGS RATIONALE Dave & Buster's B1 corporate family rating is supported by its aforementioned good credit metrics, very good liquidity, leading position in the niche combined food & entertainment industry, strong brand recognition, and diverse geographic footprint. Moody's notes that Main Event will continue to operate under its own brand, which along with the increased scale and geographic diversification mitigates the integration risk associated with the transaction. Dave & Buster's has limited overlap with Main Event's locations which enables the company to extend its reach to families with young children. Challenges to the company's credit profile include the high wage and commodity inflation made worse by the supply chain pressures felt across the industry, the highly capital intensive nature of its business model, and its correlation to trends in discretionary consumer spending. The stable outlook reflects the company's very good liquidity and Moody's expectation that the acquisition will be integrated successfully while maintaining solid credit metrics. The B1 senior secured rating, the same as the corporate family rating, reflects the use of a 50% family recovery rate given the elimination of financial maintenance covenants and the fact that secured debt makes up the preponderance of the capital structure. The SGL-1 reflects Dave & Buster's very good liquidity including modest cash balances and full availability under its recast $500 million revolving credit facility which expires in June 2027. Pro forma for the transaction, Dave & Busters will have roughly $100 million of cash and full availability of its revolver. The revolver has a springing covenant upon 35% usage of the credit facility. Moody's expects the company to maintain adequate cushion with respect to the covenant over the next 12-18 months. Moody's forecasts that the company will use its free cash flow to continue to grow its restaurant base and shareholder returns as opposed to absolute debt repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if leverage was sustained below 4.5x with EBIT/interest coverage of about 2.5x. An upgrade would also require a balanced financial strategy and the successful integration of Main Event. Ratings could be downgraded if operations deteriorated resulting in debt/EBITDA sustained above 5.25x or EBIT/interest coverage below 2.0x. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of $533 million and 100% of EBITDA on a Pro Forma Basis, plus (i) any amounts of pari passu debt subject to a maximum net first lien leverage ratio of 3.5x, (ii) subordinated secured debt subject to a maximum net secured leverage ratio 4.0x, (iii) unsecured debt subject to a minimum fixed charge coverage ratio of 2.0x or a maximum net total leverage ratio of 4.0x. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which include a prohibition on (x) the transfer (including by way of sale, investment or exclusive license) by Dave & Buster's, Inc. and its restricted subsidiaries of material intellectual property to any unrestricted subsidiary and (y) the transfer of legal or beneficial ownership of, or an exclusive license to, material intellectual property from the borrower or any guarantor to holdings or any non-guarantor restricted subsidiary (including by way of sale or investment). Non-wholly-owned subsidiaries are not required to provide guarantees. The proposed terms and the final terms of the credit agreement may be materially different. The principal methodology used in these ratings was Restaurants published in August 2021. Headquartered in Dallas, Texas, Dave & Buster's, Inc. is a leading operator of large format, high volume specialty restaurant entertainment complexes. As of May 1, 2022, the company owned 145 stores in 42 states, Puerto Rico and Canada. Revenues for the twelve months ended May 1, 2022 were approximately $1.5 billion. Dave & Buster's is listed on the NASDAQ exchange under "PLAY". Main Event Entertainment Inc. owns and operates 50 leisure family entertainment centers concentrated in the Southern United States. Main Event Entertainment Inc., headquartered in Plano Texas, owns and operates 51 leisure family entertainment centers in the United States and is a wholly owned subsidiary of Ardent Leisure US Holding, Inc. whose ultimate Parent is Ardent Leisure Group Limited ("Ardent"), a publicly traded leisure and entertainment company based in Australia. For the twelve months ended December 31, 2021, revenue was about $400 million, inclusive of its Summit acquisition. DAYBREAK OIL: Gaelic Resources Reports 41.85% Equity Stake ---------------------------------------------------------- Gaelic Resources Ltd. disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of May 25, 2022, it beneficially owns 160,964,489 shares of common stock of Daybreak Oil and Gas, Inc., representing 41.85 percent based on 384,656,468 shares of Issuer's common stock outstanding as of May 26, 2022, as reported in Issuer's Current Report on Form 8-K filed with the SEC on May 26, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1164256/000192374222000001/schedule13d.htm About Daybreak Daybreak Oil and Gas, Inc. is an independent crude oil and natural gas company currently engaged in the exploration, development and production of onshore crude oil and natural gas in the United States. The Company is headquartered in Spokane Valley, Washington with an operations office in Friendswood, Texas. Daybreak owns a 3-D seismic survey that encompasses 20,000 acres over 32 square miles with approximately 6,500 acres under lease in the San Joaquin Valley of California. The Company operates production from 20 oil wells in our East Slopes project area in Kern County, California. Daybreak reported a net loss of $512,265 for the 12 months ended Feb. 28, 2021, compared to a net loss of $754,644 for the 12 months ended Feb. 29, 2020. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated May 27, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. DEBOER AGRICULTURAL: Seeks to Hire Whitley Penn as Tax Preparer --------------------------------------------------------------- DeBoer Agricultural Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Whitley Penn, LLP to prepare its income tax return for the period ending Dec. 31, 2021. The hourly rates charged by the firm for its services are as follows: Mike Wischkaemper, CPA $325 per hour Assistant $200 per hour As disclosed in court filings, Whitley Penn is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mike Wischkaemper, CPA Whitley Penn, LLP 225 E. Bender Blvd. Hobbs, NM 88240 Phone: 575-393-2171 Email: Mike.Wischkaemper@whitleypenn.com About DeBoer Agricultural Holdings DeBoer Agricultural Holdings, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-40633) on March 27, 2022, listing up to $10 million in both assets and liabilities. Scott M. Seidel serves as Subchapter V trustee. Judge Edward L. Morris oversees the case. The Debtor tapped Vickie L. Driver, Esq., at Crowe & Dunlevy, PC as legal counsel; Ivan Kahn Consultants as controller and business consultant; and Whitley Penn, LLP as tax preparer. DR. R'KIONE BRITTON: UST Appoints Tamar Terzian as PCO ------------------------------------------------------ Peter C. Anderson, the United States Trustee for Region 16, appointed Tamar Terzian as Patient Care Ombudsman for Dr. R'Kione Britton Chiropractic Corporation. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Central District of California approving a stipulation for the appointment of a Patient Care Ombudsman. The United States Trustee is authorized to appoint a patient care ombudsman in this case under Section 333(a)(1) of the Bankruptcy Code. In the PCO's investigation, the PCO discovered no known connections with the Debtor, principles of the Debtor, insiders, the Debtor's creditors, any other party or parties-in-interest, and their respective attorneys or accountants or any person employed in the Office of the United States Trustee. A copy of the notice is available for free at https://bit.ly/3aL5k8q from PacerMonitor.com. The Court's order to appoint comes after consideration of the Stipulation by and between the Debtor, Dr. R'Kione Britton Chiropractic Corporation on the one hand, and the United States Trustee on the other hand, for the appointment of a PCO. The Ombudsman may review confidential patient records as necessary and appropriate to discharge the Ombudsman's duties and responsibilities, provided however, that the Ombudsman protects the confidentiality of the records as required under applicable non-bankruptcy law and regulations including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 and the federal HIPAA privacy regulations at 45 Code of Federal Regulations. A copy of the order is available for free at https://bit.ly/39grWxt from PacerMonitor.com. About Dr. R'Kione Britton Dr. R'Kione Britton Chiropractic Corporation is a healthcare company offering chiropractic, spinal and joint care; neuropathy treatment; spinal decompression; soft tissue rehabilitation and pain relief; muscle and joint injury rehabilitation; chronic pain relief care; posture restoration; laser therapy; peak performance and sports injury treatment; and scar tissue treatment. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13004) on May 31, 2022. In the petition signed by Dr. R'Kione Britton, president, the Debtor disclosed $226,317 in assets and $1,308,118 in liabilities. Judge Deborah J. Saltzman oversees the case. Steven E. Cowen, Esq., at S.E. Cowen Law is the Debtor's counsel. EAGLE BEAR: Seeks to Hire Crowley Fleck as Special Legal Counsel ---------------------------------------------------------------- Eagle Bear Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Crowley Fleck PLLP as its special legal counsel. The firm will represent the Debtors relative litigation in the Montana U.S. District Court, Eagle Bear Inc. et al. vs. The Blackfeet Indian Nation et al., Cause NO. 4:21-cv-00088 and in other disputes and proceedings between the Debtor as lessee and the Blackfeet Indian Nation as lessor. The firm will be paid at these rates: Uriah J Price, Esq. $315 per hour Neil G. Westensen $345 per hour Griffin B. Stevens $280 per hour Crowley Fleck represents no interest adverse to Debtor or the estate in the matters upon which it is to be engaged, and is a "disinterested person" as defined in 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Uriah J. Price, Esq. Crowley Fleck PLLP 490 N 31st St #500 Billings, MT 59101 Phone: (406) 252-3441 Fax: (406) 256-8526 About Eagle Bear Eagle Bear Inc. operates RV (Recreational Vehicle) Parks and recreational camping ground resort. Eagle Bear filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-40035) on May 23, 2022. In the petition signed by Susan Brooke, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Benjamin P. Hursh oversees the case. Patten, Peterman, Bekkedahl, and Green, PLLC serves as the Debtor's legal counsel. EAGLE BEAR: Seeks to Hire Johnson, Berg & Saxby as Special Counsel ------------------------------------------------------------------ Eagle Bear Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Johnson, Berg & Saxby, PLLP as its special legal counsel. The firm will provide general counseling services with regard to the litigation with the Blackfeet Indian Nation and the Blackfeet Tribal Court. The firm will charge $225 per hour for its services. As disclosed in the court filings, Johnson Berg is a "disinterested person(s)" as defined in 11 U.S.C. 101(14). The firm can be reached through: Thane P. Johnson, Esq. JOHNSON BERG & SAXBY, PLLP 221 1st Avenue East Kalispell, MT 59901 Phone: 406-755-5535 Fax: 406-756-9436 Email: jbslaw@jbsattorneys.com About Eagle Bear Eagle Bear Inc. operates RV (Recreational Vehicle) Parks and recreational camping ground resort. Eagle Bear filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-40035) on May 23, 2022. In the petition signed by Susan Brooke, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Benjamin P. Hursh oversees the case. Patten, Peterman, Bekkedahl, and Green, PLLC serves as the Debtor's legal counsel. EDGEWATER HOLDINGS: Seeks to Hire Gallaher Valuation as Appraiser ----------------------------------------------------------------- Edgewater Holdings Miami, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Robert E. Gallaher, MAI CRE, of Gallaher Valuation, as its appraiser. The firm will appraise the Debtor’s real property located at 432 NE 26th Street, Miami, FL 33137. The Debtor’s principals, Michael Cosculluela and Daniel Marzano, have paid the appraiser's retainer of $2,500 and will also pay the remainder of its fee of approximately $5,000 to $6,000. Gallaher Valuation does not represent any interest that is adverse to the matters upon which it is to be employed, and is a "disinterested person" as that term is defined by 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Robert E. Gallaher, MAI CRE Gallaher Valuation 9225 SW 158th Ln suite c Palmetto Bay, FL 33157 Phone: +1 305-663-1140 About Edgewater Holdings Edgewater Holdings Miami, LLC is the owner of the Fortuna House apartments in Miami, Fla. Edgewater Holdings filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-10882) on Feb. 2, 2022, listing $5,037,200 in assets and $3,695,403 in liabilities. Tarek Kirk Kiem serves as Subchapter V trustee. Judge Laurel M. Isicoff oversees the case. Carlos de Zayas, Esq., at Lydecker, LLP and Cosculluela & Marzano, P.A. serve as the Debtor's bankruptcy counsel and special counsel, respectively. EDWARD ZENGEL: Wins Cash Collateral Access ------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, authorized Edward Zengel & Son Express, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to pay ordinary and necessary business expenses. Synovus Bank is the Debtor's pre-petition senior secured lender. As adequate protection for the extent of the Debtor's use of cash collateral, Synovus will have a perfected post-petition lien against the Prepetition Collateral to the same extent and with the same validity and priority as the alleged prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. Additionally, the Debtor will remit to Synovus $12,254 and provide an actual budget on a biweekly basis to Synovus. A further hearing on the matter is scheduled for June 29, 2022 at 10 a.m. A copy of the order and the Debtor's budget for the period from January 15 to June 25, 2022 is available at https://bit.ly/3xzHwxh from PacerMonitor.com. The Debtor projects $6,444,070 in total income and $1,085,481 in total cost of goods sold. About Edward Zengel & Son Express Edward Zengel & Son Express, Inc., a company in Fort Myers, Fla., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00001) on Jan. 1, 2022, listing up to $500,000 in assets and up to $10 million in liabilities. Edward Zengel, Jr., president, signed the petition. Judge Caryl E. Delano oversees the case. The Debtor tapped Mike Dal Lago, Esq., at Dal Lago Law as legal counsel; AG Employment Law, PLLC as special labor counsel; and The Spires Group, PA as accountant. EVOKE PHARMA: Regains Compliance With Nasdaq Listing Requirement ---------------------------------------------------------------- Evoke Pharma, Inc. received written notice from the Listing Qualifications Department of the Nasdaq Stock Market on June 7, 2022, stating that the Company has regained compliance with the Nasdaq minimum bid price continued listing requirement and the matter is now closed. The Company was previously notified by Nasdaq on Dec. 29, 2021 that it was not in compliance with the minimum bid price requirement because its common stock had failed to maintain a minimum bid price of $1.00 or more for 30 consecutive business days. To regain compliance, the Company's common stock was required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive trading days, which was achieved on June 6, 2022 subsequent to the Company's 1-for-12 reverse stock split. About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adult women. Evoke Pharma reported a net loss of $8.54 million for the year ended Dec. 31, 2021, compared to a net loss of $13.15 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $10.57 million in total assets, $7.02 million in total liabilities, and $3.56 million in total stockholders' equity. San Diego, California-based BDO USA, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 8, 2022, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. FAIRMONT ORTHOPEDICS: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Fairmont Orthopedics & Sports Medicine, P.A. 717 S St St Fairmont, MN 56031 Business Description: The Debtor is a provider of medical services. Chapter 11 Petition Date: June 9, 2022 Court: United States Bankruptcy Court District of Minnesota Case No.: 22-30926 Judge: Hon. Katherine A. Constantine Debtor's Counsel: Kenneth C. Edstrom, Esq. SAPIENTIA LAW GROUP 120 S 6th St Ste 100 Minneapolis, MN 55402 Tel: 612-756-7100 Fax: 612-756-7101 Email: kene@sapientialaw.com Debtor's Special Counsel: WARTCHOW LAW OFFICE, LLC Total Assets: $1,891,368 Total Liabilities: $4,889,972 The petition was signed by Corey Welchlin MD as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R6FY64A/Fairmont_Orthopedics__Sports__mnbke-22-30926__0001.0.pdf?mcid=tGE4TAMA FLAVA WORKS: Unsecured Creditors to be Paid in Full in 5 Years -------------------------------------------------------------- Flava Works, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Second Amended Plan of Reorganization dated June 7, 2022. The Debtor is a for Profit Corporation formed on April 16, 2015, under the laws of the State of Illinois. The Debtor is the sole owner of a library which consist of the ownership of several internet domain sites and web sites. Quarterly Payments in specific amounts to be distributed per capital first to Administrative Clams and Secured Claims, and then to Priority Claims, per capita, and then to General Unsecured Creditors, per capita. (It is estimated that the distribution to unsecured creditors will be made over a 5 year period in varying installment amounts totaling approximately 100%). Through the Plan, the Debtor proposes to continue operating its business and, over time, make Distributions to its creditors from cash-on-hand, outstanding accounts receivable, and future operating revenue as well as 50% net proceeds of any Copywrite Infringement claim. The Plan provides for three classes of claims. The first class consists of the secured claims of which the Debtor proposes to pay in full over a 5 year period. The second class of claims consists of all priority unsecured claims, which the Debtor proposes to pay in full over a 5 year period. The third class consists of all general unsecured claims, which the Debtor proposes through the plan a pro rata payment until the claims are paid in 5 year period. Class 1 consists of the Secured portion of the Internal Revenue Service estimated secured claim, $150,000, the claims of Marques Rondale Gunter and Salsa Indy LLC., for $118,000, and the claim of A4A Reseau, Inc., for $81,959. The Class 1 Claim is unimpaired under the Plan in an amount to be determined on or before the Effective Date. Secured Claims will receive, in full satisfaction of the secured portion, payment in full in equal monthly payments over a period not to exceed 60 months after the Petition Date, with interest accruing from the Effective Date. The Debtor shall pay all Class 2 Priority Claims over a period not to exceed 60 months after the Petition Date, in monthly installments, which will commence the effective date of the plan. Class 2 consists of all Allowed Priority Claims. Class 2 Claims are unimpaired under the Plan. Payment of the Class 2 Claim of the IRS will include interest accruing from the Effective Date. Class 3 consists of all Allowed General Unsecured Claims. This Class includes the claims of the Internal Revenue Service ($572,449.61); and Illinois Department of Revenue ($5,877.81). General Unsecured Claim will be paid in full. Holders of Class 3 Claims are no impaired under the Plan. Total payments under the 5 year plan is $1,616,562.24 Class 3 consists of Shareholder Interest. The Debtor is a closely held corporation. Phillip Bleicher is the sole shareholder of the Debtor and is the holder of the Allowed Class 3 Interests. Under the Plan Phillip Bleicher will retain his stock interests in the Debtor. Class 3 is not impaired under the Plan. After Confirmation of the Plan, the Debtor will continue to operate its business in the ordinary course. Payments to creditors pursuant to the Plan will be made from funds realized from continued business in. The Plan is self-executing. The Debtor shall not be required to execute any newly created documents to evidence the Claims, Liens, or terms of repayment to the holder of any Allowed Claim. The terms of this Plan will exclusively govern payments to creditors and any other rights of creditors as against the Debtor and its property. Furthermore, upon the completion of the payments required under this Plan to the holders of Allowed Claims, such Claims, and any Liens and Security Interests that may support such Claims, shall be deemed released and discharged. A full-text copy of the Second Amended Plan dated June 7, 2022, is available at https://bit.ly/3QpX4LJ from PacerMonitor.com at no charge. Attorney for the Debtor: Robert J. Adams Robert J. Adams & Associates 540 W. 35th Street, Chicago Illinois, 60616 312-346-010 About Flava Works Inc. Flava Works, Inc., filed a petition for Chapter 11 protection (Bankr. N.D. Ill. Case No. 21-08585) on July 17, 2021, listing up to $50,000 in assets and up to $1 million in liabilities. Judge Donald R. Cassling oversees the case. The Law Office of Robert J. Adams & Associates Inc. and Blaise and Nitschke, P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. FRONT SIGHT MANAGEMENT: Hires Stretto as Claims and Noticing Agent ------------------------------------------------------------------ Front Sight Management LLC received approval from the U.S. Bankruptcy Court for the District of Nevada to employ Stretto, Inc. as claims, noticing, and solicitation agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Sheryl Betance, a senior managing director at Stretto's Corporate Restructuring, disclosed in court filings that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: Sheryl.betance@stretto.com About Front Sight Management LLC Front Sight Management LLC specializes in providing courses in gun training, self-defense martial arts training, and personal safety -- with firearms or without. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-11824) on May 24, 2022. In the petition signed by Ignatius Piazza, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Steven T. Gubner, Esq. at BG Law LLP is the Debtor's counsel. FS DIP, LLC, as DIP agent, is represented by: Samuel A. Schwartz, Esq. Bryan A. Lindsey, Esq. Schwartz Law, PLLC 601 East Bridger Avenue Las Vegas, NV 89101 Tel: 702-385-5544 Email: saschwartz@nvfirm.com FRONT SIGHT: Get OK to Hire Stretto as Claims and Noticing Agent ---------------------------------------------------------------- Front Sight Management LLC received approval from the U.S. Bankruptcy Court for the District of Nevada to hire Stretto as its claims, noticing and solicitation agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Prior to the petition date, the Debtors provided Stretto an advance retainer in the amount of $10,000. Sheryl Betance, a senior managing director at Stretto's Corporate Restructuring, disclosed in court filings that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: Sheryl.betance@stretto.com About Front Sight Management LLC Front Sight Management LLC specializes in providing courses in gun training, self-defense martial arts training, and personal safety -- with firearms or without. Front Sight sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-11824) on May 24, 2022. In the petition signed by Ignatius Piazza, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Steven T. Gubner, Esq., at BG Law LLP is the Debtor's counsel. FS DIP, LLC, as DIP agent, is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at Schwartz Law, PLLC. GLATFELTER CORP: Moody's Lowers CFR to B1 & Alters Outlook to Neg. ------------------------------------------------------------------ Moody's Investors Service downgraded Glatfelter Corporation's corporate family rating to B1 from Ba2, probability of default rating to B1-PD from Ba2-PD, senior unsecured notes rating to B2 from Ba2, and speculative grade liquidity rating to SGL-3 from SGL-1. At the same time, Moody's has affirmed the company's senior secured first lien (formally senior unsecured) revolving credit facility and term loan ratings at Ba2. Moody's has also changed the ratings outlook to negative from stable. "The downgrade of the CFR reflects our expectation that Glatfelter's credit metrics will likely remain weak for the next 12-24 months as cost inflation and other implications from the Russian invasion of Ukraine will limit internally generated cash flows needed to deleverage below 5x" said Aziz Al Sammarai, Moody's analyst. Downgrades: Issuer: Glatfelter Corporation Corporate Family Rating, Downgraded to B1 from Ba2 Probability of Default Rating, Downgraded to B1-PD from Ba2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-1 Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD5) from Ba2 (LGD4) Affirmations: Issuer: Glatfelter Corporation Senior Secured 1st Lien Bank Credit Facility, Affirmed Ba2 (LGD2) from (LGD4) Outlook Actions: Issuer: Glatfelter Corporation Outlook, Changed To Negative From Stable RATINGS RATIONALE Glatfelter (B1 CFR) is constrained by high leverage at around 7.4x at LTM Q1 2022 pro forma for recent acquisitions; lack of meaningful backward integration and exposure to volatile input prices and cost inflation (market pulp, synthetic fibers, and energy costs) mainly at its composite fibers business; competitive end markets (such as feminine hygiene and single-serve coffee filters) with large competitors and buyers; adequate liquidity; and potential integration and financial challenges as the company pursues growth through acquisitions and/or greenfield expansion projects. Glatfelter benefits from leading market positions in several niche segments of the composite fibers and airlaid materials forest products subsectors; global diversity, with operating platforms in Europe and North America; and decent demand growth rate for its products. Glatfelter's has adequate liquidity (SGL-3) with about $245 million of available liquidity (after minimum $50 million liquidity requirement) to cover about $55 million of uses over the next four quarters. At March 2022, sources include about $80 million of cash and $165 million of availability (after minimum $50 million liquidity requirement and pro forma for May 9, 2022 credit agreement amendment) under its committed $400 million revolving credit facility, which matures in September 2026. Uses include Moody's estimate of about $30 million of free cash flow consumption over the next 4 quarters and $25 million of term loan amortization. The company was in compliance with its financial covenants (the most restrictive is a net leverage ratio covenant of 6.75x at March 2022, with step-down to 4x after December 2023) at March 2022 and Moody's expect continuing compliance. Glatfelter's next significant debt maturity is in February 2024 when its EUR195 million (outstanding) term loan is due. The negative outlook reflects Moody's expectation that the company's leverage will likely remain elevated through 2023. In addition, the company's February 2024 term loan maturity and tightening of the credit facility net leverage covenant to 4x from 6.75x in 2024 could further constrain the company's liquidity position. The affirmation of the senior secured revolving credit facility and term loan at Ba2 reflects the credit agreement amendment dated May 9, 2022, whereby Glatfelter pledged substantially all domestic assets as security. Following the credit agreement amendment, the revolving credit facility and term loan are now secured and rank ahead of the unsecured obligations. The Ba2 ratings on Glatfelter's $400 million senior secured revolving credit facility and EUR195 million term loan are two notches above the B1 CFR, reflecting the first lien security on substantially all domestic assets of the company and their priority over the company's senior unsecured obligations. The B2 rating on the company's $500 million senior unsecured notes are one notch below the CFR, reflecting the noteholders' subordinate position in the company's capital structure behind the secured obligations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade Glatfelter would need to improve and sustain its leverage below 4.5x and EBITDA margins sustained above 15% based on Moody's forward view Improve and sustain good liquidity Maintain conservative financial policies. Factors that could lead to a downgrade Inability to timely address upcoming debt maturities Persistent negative free cash flow or further deterioration in operating performance Adjusted debt/EBITDA exceeds 5.5x for a sustained period of time and EBITDA margins sustained below 10% Headquartered in Charlotte, North Carolina, Glatfelter is a manufacturer of fiber-based engineered materials. The company's sales LTM March 2022 were about $1.2 billion. The principal methodology used in these ratings was Paper and Forest Products published in December 2021. GROWLIFE INC: To Acquire Bridgetown Mushrooms --------------------------------------------- GrowLife, Inc. has entered into a definitive agreement to acquire Bridgetown Mushrooms, a grower of functional mushroom. The Company aims to elevate Bridgetown from being the dominant player in the Pacific Northwest into a National brand. The acquisition is set to close in late June and underscores Grow Life's commitment to move in a new direction. Founded in 2018 by preeminent mushroom farmer Trevor Huebert, Bridgetown Mushrooms quickly grew to prominence in Portland by producing and offering an exquisite variety of functional and gourmet mushrooms to local restaurants, bakeries and farmers markets. The Company soon added mushroom based products into their offering and then extended its product lineup to include mushroom grow kits for the home and mycology supplies which are sold to commercial mushroom farmers. Along with product expansion came increased channel distribution which today also includes an online store, a burgeoning commercial wholesale business, and most recently a flagship retail location (www.bridgetown-mushrooms.com) Instagram @btshrooms. "The acquisition of Bridgetown perfectly aligns with the new ethos of GrowLife," said newly appointed CEO Dave Dohrmann. "It was very important to me that we needed to not just enter the mushroom business but do so by controlling our own supply chain and product quality. With Bridgetown I found exactly what I was looking for. While we are announcing the acquisition today, Grow Life and Bridgetown have been working on our expansion strategy for months now and have made great progress already. I am humbled that Trevor and his team decided to join forces with us over many other suitors. Bridgetown is an amazing company with a wonderful brand and Trevor is one of the most sought after and respected mushroom farmers in the United States. Bridgetown is perfectly positioned to become the dominant player in this market and our coming together is going to allow the Company to accelerate their growth plans." "After five years of building the Bridgetown organization and growing our brand, I had been looking for a partner who could not only accelerate our ambitious growth plans with expansion capital, but one who also understood the diversity and potential within this booming sector," said Trevor Huebert. "There are so many synergies I see between Dave and the new team he has been assembling at GrowLife. They have taken the time to understand the depth and size of this market opportunity and together we now have the combined expertise and experience needed to give Bridgetown a nationwide presence. As Dave mentioned, we have been working together already these past few months and our go forward growth and execution plan is well underway." Consideration The total purchase price for the Assets will be the following: (i) $500,000 in cash, (ii) 15,000,000 shares of Purchaser Stock payable as follows: (i) The Company has delivered an Initial Deposit in the amount of $40,000 to the Seller on June 2, 2022. (ii) At the Closing, Purchaser shall pay to Seller: (a) the Closing Cash Consideration, as adjusted, in immediately available funds, less any extension fees; and, (b) 15,000,000 restricted common stock shares of Company, as adjusted, cost basis of approximately $.0233 per share, payable, to Executive at Closing which shall be placed in an Escrow Account managed by the Escrow Agent. Distributions of any Consideration Shares from the Escrow Account shall be governed by the terms and conditions of the Escrow Agreement with PNC Bank, which shall include, among other terms and conditions, the release to Executive of (i) 50% of any Consideration Shares after any applicable offset, upon the one-year anniversary of the Closing Date, and (ii) all Consideration Shares then-remaining in the Escrow Account, after any applicable offset, upon the two-year anniversary of the Closing Date, provided, in each case, that Executive remains an employee in good standing with the Purchaser from the Closing Date through each applicable Escrow Release Date, unless Executive's employment is earlier terminated by Purchaser without Cause. 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. GrowLife reported a net loss of $5.47 million for the year ended Dec. 31, 2021, compared to a net loss of $6.38 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $3.56 million in total assets, $9.16 million in total current liabilities, $243,929 in total long- term liabilities, and a total stockholders' deficit of $5.85 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. GT BIOPHARMA: Incurs $5.4 Million Net Loss in First Quarter ----------------------------------------------------------- GT Biopharma, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $5.44 million on zero revenue for the three months ended March 31, 2022, compared to a net loss of $29.68 million on zero revenue for the three months ended March 31, 2021. As of March 31, 2022, the Company had $27.44 million in total assets, $9.65 million in total liabilities, and $17.79 million in total stockholders' equity. The Company's current operations have focused on business planning, raising capital, establishing an intellectual property portfolio, hiring, and conducting preclinical studies. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future. It anticipates that cash utilized in the twelve months following this filing date for selling, general and administrative expenses will range between $5 and $6 million and research and development expenses will range between $14 and $16 million. The Company reported cash and cash equivalents of $7.3 million, and short-term investments of $19.5 million as of March 31, 2022. Management believes that the Company has sufficient cash and cash equivalents, and short-term investments to funds its operations for more than twelve months from the date of this filing. Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include but are not limited to: public offerings of equity or debt securities, payments from potential strategic research and development, licensing or marketing arrangements with pharmaceutical companies. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/109657/000149315222013539/form10-q.htm About GT Biopharma Headquartered in Brisbane, Calif., GT Biopharma, Inc. is a clinical stage biopharmaceutical company focused on the development and commercialization of novel immuno-oncology products based off its proprietary Tri-specific Killer Engager (TriKE) technology platform. Its TriKE platform generates proprietary therapeutics designed to harness and enhance the cancer killing abilities of a patient's own natural killer cells, or NK cells. Once bound to an NK cell, its moieties are designed to enhance the NK cell, and precisely direct it to one or more specifically-targeted proteins expressed on a specific type of cancer cell or virus infected cell, ultimately resulting in the targeted cell's death. TriKE is composed of recombinant fusion proteins and interleukin 15 (IL-15), can be designed to target any number of tumor antigens on hematologic malignancies, sarcomas or solid tumors and do not require patient-specific customization. GT Biopharma reported a net loss of $58.01 million in 2021, a net loss of $28.30 million in 2020, and a net loss of $38.65 million in 2019. H&S ALANG: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- H&S Alang, LLC asks the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, for authority to use cash collateral and provide adequate protection. The Debtor has an immediate need to use the cash collateral of Gulf Stream Capital Loan Servicing, LLC and U.S. Small Business Administration, the Debtor's secured creditors claiming liens on the Debtor's personal property including accounts receivables. The cash collateral will be used to continue the Debtor's ongoing operations. The Debtor intends to rearrange its affairs and needs to continue to operate in order to pay its ongoing expenses, generate additional income and to propose a plan in the case. The Debtor can adequately protect the interests of the Secured Lenders by providing the Secured Lenders with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. A copy of the motion and the Debtor's monthly budget is available at https://bit.ly/3zEdFFg from PacerMonitor.com. The Debtor projects $83,086 in gross income and $64,565 in total expenses. About H&S Alang, LLC H&S Alang, LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E. D. Tex. Case No. 22-40712) on June 6, 2022. In the petition filed by Jaspreet S. Alang, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. H&S ALANG: Hampton Inn, in Pearsall, TX, Files for Chapter 11 ------------------------------------------------------------- H&S Alang, LLC, d/b/a Hampton Inn Pearsall, filed for chapter 11 protection in the Eastern District of Texas. The Debtor has filed motions to use cash collateral, and pay prepetition wages and benefits of 10 employees. The Debtor says it intends to rearrange its affairs and needs to continue to operate in order to pay its ongoing expenses, generate additional income and to propose a plan in this case. According to court filings, H&S Alang LLC estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 8, 2022, at 10:30 AM at Telephonic Hearing. Proofs of Claims are due by Oct. 4, 2022. About H&S Alang, LLC H&S Alang, LLC, owns the Hampton Inn Pearsall, in Pearsall, Texas. H&S Alang, LLC, filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40712) on June 6, 2022. In the petition filed by Jaspreet S. Alang, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Joyce Lindauer, of Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. HAIL MARY: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- Hail Mary, LLC asks the U.S. Bankruptcy Court for the District of Massachusetts for authority to use cash collateral and provide adequate protection. Cash collateral in the case consists of income generated from the operation of the Debtor's rental property located at 49 Red Barn Road, Nantucket MA, in the regular course of business. The rents generated from operation of the Debtor's Property are to be used for payment of necessary and appropriate operating expenses of the Property and administrative expenses in the case. The acquisition of the Property was funded by a loan from QS Private Lending, LLC. The Debtor has signed a Promissory Note and Mortgage on July 20, 2021, in the amount of $1,458,000. The manager of the LLC guaranteed payment of the loan. The Debtor possesses $18,500 in cash collateral, currently being held in the manager's personal bank account at Hingham Savings Institution for Savings on Nantucket, MA. Most of the Debtor's income, and future cash collateral, will come from the operation of the Property, and will be realized only by the Debtor's continued operation of the Property. The Debtor says it must employ cleaners to clean the Property in between renters and must pay cleaning fees of approximately $800 to $1,000 for each cleaning. Household supplies such as toiletries and paper towels, along with trash removal must be paid and costs vary depending on the length of stay of the renter. Additionally, the Property requires regular maintenance and repairs and the Debtor estimates this will cost between $27,000 and $42,000 over the course of the rental season. The required repairs is dependent on circumstances outside the Debtor's control such as storms and strong winds which are common on Nantucket as it is an Island. As adequate protection for the use of cash collateral, QS Lending will retain its lien and be paid its regular monthly loan payments once the Debtor is able to resume payments. QS Lending's administrative expense claim will be subject to and subordinate to the payment of allowed professional's fees and expenses and quarterly fees due the U.S. Trustee. A copy of the motion is available at https://bit.ly/3Q9Zwpi from PacerMonitor.com. About Hail Mary LLC Hail Mary, LLC is Single Asset Real Estate. Hail Mary, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-10740) on May 26, 2022. In the petition signed by Patrick S. Keating, as manager, Hail Mary LLC listed estimated assets between $500,000 to $1 million and estimated liabilities up to $50,000. The case is assigned to Honorable Chief Bankruptcy Judge Christopher J. Panos. The Law Office of Peter M. Daigle, P.C., serves as the Debtor's counsel. HOLLY POND: Case Summary & Two Unsecured Creditors -------------------------------------------------- Debtor: Holly Pond Partners, LLC 43 Van Sant Road New Hope, PA 18938 Chapter 11 Petition Date: June 9, 2022 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 22-11506 Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Daniel S. Siedman, Esq. CIARDI CIARDI & ASTIN 1905 Spruce Street Philadelphia, PA 19103 Tel: 215-557-3550 Email: dsiedman@ciardilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eric Kretschman as managing member. A copy of the Debtor's list of two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O7BLMMA/Holly_Pond_Partners_LLC__paebke-22-11506__0001.2.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OVYGDQY/Holly_Pond_Partners_LLC__paebke-22-11506__0001.0.pdf?mcid=tGE4TAMA IDAHO HOUSING: Moody's Gives Ba1 Underlying Rating to 2022A Bonds ----------------------------------------------------------------- Moody's Investors Service has assigned Ba1 underlying and Aa2 enhanced ratings to the Idaho Housing and Finance Association's Nonprofit Facilities Revenue Bonds (Connor Academy Project), Series 2022A (Credit Enhancement). The bonds will be issued in the expected par amount of $17.9 million. Concurrently, Moody's has assigned a stable outlook on the underlying rating. Following issuance, the Series 2022A bonds will be Connor Academy's only outstanding debt. RATINGS RATIONALE The initial Ba1 rating is based on the school's small scope of operations that will grow as it completes an additional building and increases enrollment through drawing on its waitlist and competitive position within the regional market. The rating considers the school's adequate liquidity that will decline in fiscal 2022 through the use of reserves for financing construction but is expected to rebound in the following years due to strong operating margins. The charter school's high leverage is a negative consideration and though debt service coverage is healthy at present it will require growth to be maintained following the projected decline of one-time revenue such as philanthropic support. Governance is a key consideration for initial rating actions. Considerations include the school's experienced and varied board that provides strong governance as well as significant financial planning and management support provided by an outside organization; these factors mitigate the risk of future charter nonrenewal. The Aa2 enhanced rating reflects the credit quality of the State of Idaho (Aaa stable) and its moral obligation pledge under the provisions of the Idaho Public Charter School Facilities Program. The program's strengths include statutory requirements that the Idaho Housing and Finance Association and the Governor request the legislature to make an appropriation to replenish the bonds' debt service reserve fund in the event of a draw on that fund. The rating also reflects the essentiality of charter schools in the state's K-12 education system and the state's established track record of making appropriation-backed debt payments under certain financing agreements for state projects. The two-notch distinction between the programmatic rating and the state's issuer rating reflects the weaknesses inherent in the contingent, subject-to-appropriation nature of the state's support. RATING OUTLOOK The stable outlook on the underlying rating reflects Moody's expectation that Connor Academy will maintain its market position and financial performance, leading to stable liquidity over the next several years. The school's satisfactory waitlist and strong academic offerings are expected to support necessary enrollment growth needed over the next few years to achieve debt service coverage above 1.0 times. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Financial trends that outpace projections and lead to materially improved days cash on hand and/or debt service coverage -- Reduction in leverage relative to liquidity and revenue FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Erosion of competitive profile that prevents the school from reaching planned full enrollment -- Budgetary deterioration that reduces liquidity or causes unexpected deterioration of debt service coverage LEGAL SECURITY The bonds are payable from payments received pursuant to a loan agreement between Connor Academy and the Idaho Housing and Finance Association. The association serves as the issuer of the debt. Under the loan agreement, Connor Academy has pledged to make payments from a pledge of gross revenues. The revenues are primarily comprised of state funding, though the agreement does also include any other revenues derived from operation of the school. A deed of trust on the school facility backs the loan in the event of nonpayment. The school has been approved and intends to use the Idaho Public Charter School Facilities Program. A key requirement of the program is a direct-pay arrangement for debt service, whereby all state per pupil payments to the school are sent directly to the bond trustee to set aside funds in accordance with the bond indenture. The bonds will also benefit from a debt service reserve funded at the lesser of the standard three-prong test and at least twelve months of debt service. USE OF PROCEEDS Bond proceeds will be used to refinance the school's current indebtedness and to fund the construction of a new middle school campus. PROFILE Connor Academy is a public charter school located in Chubbuck, Idaho, which is within the Pocatello metropolitan area. The single-site K-8 school has grown to serve an enrollment of 540 students since its first year of operations in 2006. METHODOLOGY The principal methodology used in the underlying rating was US Charter Schools published in September 2016. The principal methodology used in the enhanced rating was Lease, Appropriation, Moral Obligation and Comparable Debt of US Local Governments Methodology published in March 2022. IMAGEWARE SYSTEMS: Gets $550K Upsized Draw Loan From Nantahala -------------------------------------------------------------- ImageWare Systems, Inc. entered into a Term Loan and Security Agreement on Dec. 29, 2021, with certain funds and separate accounts managed by Nantahala Capital Management, LLC, as lenders, and other lenders, pursuant to which the Lenders will provide to the Company a secured term loan credit facility in an aggregate amount of up to $2.5 million. All loans under the Credit Facility will bear interest at a rate of 12% for the initial six months after the Closing Date, and at 17% thereafter until the maturity date of 12 months from the Closing Date. All amounts borrowed by the Company under the Credit Facility are secured by a first-priority lien on all the assets of the Company. On the Closing Date, the Company received in initial draw-down on the Credit Facility of $0.6 million. The Company expects to use the proceeds from the Credit Facility for working capital requirements and corporate purposes. On June 3, 2022, ImageWare entered into an Exchange Agreement, Amendment and Waiver with certain funds and separate accounts managed by Nantahala Capital Management, LLC, which amended and supplemented that certain Term Loan and Security Agreement, dated Dec. 29, 2021, by and between the Company and Nantahala, pursuant to which Nantahala was to provide to the Company a secured term loan credit facility in an aggregate amount of up to $2,500,000. Pursuant to the Exchange Agreement, the Company received an upsized Delayed Draw Loan in the amount of $550,000, increasing the outstanding principal amount due under the Loan Agreement to $2,600,000, in exchange for, among other things, a fee payable to Nantahala in the amount of $150,000 (the "PIK Fee"), to be paid-in-kind by increasing the total outstanding principal amount under the Credit Facility to approximately $2,857,895, which Principal reflects all Loans to date under the Credit Facility, the 5% original issue discount, the Upsized Draw Loan and the payment of the PIK Fee. As further consideration for the Upsized Draw Loan and the waiver of certain minimum cash requirements required under the terms of the Loan Agreement, Nantahala exchanged certain shares of the Company's Series D Convertible Preferred Stock, par value $0.01 per share, held by Nantahala, with a stated value equal to $2,600,000 (plus all accrued and unpaid dividends on such Series D Preferred), for additional loans under and pursuant to the terms of the Loan Agreement. As a result, the aggregate Principal due and owing to Nantahala under the Loan Agreement is approximately $5,480,895, payable on or before Dec. 29, 2022. As required by the Loan Agreement, the remaining beneficial owners of Series D Preferred will be offered the ability to exchange their shares of Series D Preferred for additional loans under the terms of the Loan Agreement on a pro-rata basis, up to a maximum principal amount of $1,113,000, in consideration for making loans to the Company in an amount equal to the stated value of Series D Preferred exchanged by such Other Holders. About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- provides defense-grade biometric identification and authentication for access to data, products, services or facilities. The Company's products are used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. As of March 31, 2022, the Company had $5.73 million in total assets, $14.21 million in total liabilities, $10.48 million in mezzanine equity, and a total shareholders' deficit of $18.96 million. Irvine, California-based Baker Tilly US, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. INFOW LLC: Sandy Hook Families Want Jones to Pay for Legal Fees --------------------------------------------------------------- Rob Ryser of NewsTimes reports that Sandy Hook families defamed by Alex Jones want him to pay their legal fees fighting his 'sham' bankruptcy. From the start, Sandy Hook families who won three defamation cases against Alex Jones in Connecticut and Texas said his effort to seek federal bankruptcy protection was a "calculated stunt" to avoid jury trials that will decide how much in damages he has to pay them. Now that Jones has been bounced from bankruptcy protection, and three trials to award defamation damages are back on track, families here and in Texas want state judges to make Jones pay their legal costs for the 45 days they had to fight his "sham" filing in federal court. "(Jones') counsel knowingly misled the court ... and then later embarked on a fraudulent removal for the purpose of disrupting a trial and gaining advantage in litigation through frivolous forum shopping," wrote the Texas attorneys representing the parents of two slain Sandy Hook children who won two defamation cases against Jones last year. "[T]he bankruptcy scheme was not a legitimate use of the Subchapter V reorganization process, but a calculated stunt to use the bankruptcy court to deny the (families) their day in court and compel claims liquidation." In Connecticut, where an FBI agent and eight Sandy Hook families who lost loved ones in the 2012 mass shooting won a third defamation case against Jones last 2021, lawyers agreed that Jones' Chapter 11 filing served "no valid bankruptcy purpose," filing their own motion this week with state Superior Court Judge Barbara Bellis. "[N]ot content to waste this court's time and ignore this court's rulings, Jones expanded his bad faith abuse of process to bankruptcy," wrote the Connecticut families' attorneys in a motion on Tuesday, June 7, 2022. "The tactical advantage (Jones) sought was ... disruption and delay of the (families) cases and interference with their rights to proceed to trial through abuse of the judicial process." The families are not asking for specific costs at the moment but are asking judges to rule that Jones acted in bad faith by seeking bankruptcy protection in mid-April for three of his "shell" companies, without filing for bankruptcy protection himself. The "shell" companies had a combined monthly income of $38,000, according to Jones' representatives in bankruptcy court. In contrast, Jones himself made at least $76 million in 2019 selling merchandise on his conspiracy broadcasting platform, Infowars, his representatives said. Jones didn't file for bankruptcy himself because he feared it would diminish his brand name, which his representative likened to "the Coca-Cola of the conspiracy theory community." Should the judges rule Jones filed for bankruptcy in bad faith and consider sanctions, the families' attorneys would submit their legal costs to the court. 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 and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. Melissa A. Haselden serves as Subchapter V trustee. In the petition filed by W. Marc Scwartz, chief restructuring officer, InfoW listed up to $50,000 in assets and up to $10 million in liabilities. Judge Christopher M. Lopez oversees the cases. Kyung S. Lee, Esq., is the Debtor's legal counsel. JCB TRUCKING: Seeks to Hire Heath CPA & Associates as Accountant ---------------------------------------------------------------- JCB Trucking Enterprises, LLC and JKM Storage & Rentals, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire Heath CPA & Associates as their accountant. The firm's services include: a) assisting the Debtors in developing forecasts and other analyses to support the assessment of value for their assets; b) assisting the Debtors in the preparation of financial-related disclosures as may be required by the court, including monthly operating reports; c) assisting the Debtors in the preparation of budgets and projections; d) preparing annual tax returns for the Debtors; e) consulting with the Debtors, as needed; and f) rendering other necessary services for the Debtors. The firm will be compensated on a flat fee basis in the total amount of $2,500 per month. As disclosed in court filings, Heath CPA & Associates is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tressa L. Heath, CPA Heath CPA & Associates 325 S Earl Ave #2a Lafayette, IN 47904 Phone: +1 765-448-4100 Email: tressa@heath-cpa.com About JCB Trucking Enterprises JCB Trucking Enterprises, LLC is a privately held company operating in the general freight trucking industry. The company is based in Lafayette, Ind. JCB Trucking Enterprises and its affiliate, JKM Storage & Rentals, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 22-40047) on March 18, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Douglas R. Adelsperger serves as Subchapter V trustee. Judge Robert E. Grant oversees the cases. Sarah L. Fowler, Esq., at Overturf Fowler, LLP and Heath CPA & Associates serve as the Debtors' legal counsel and accountant, respectively. JNF INVESTMENTS: Seeks Approval to Hire Miguel Salvat as Realtor ---------------------------------------------------------------- JNF Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Miguel Salvat, PA, a Florida licensed realtor. Mr. Salvant will render these services: a. list the property located at 8340 SW 155 the Terrace, Palmetto Bay, Florida 33157; b. coordinate the showing of the property to prospective buyers; c. hold open houses to prospective buyers and realtors; and d. obtain and secure the most favorable contract. Mr. Salvat assured the court that he does not represent any interest adverse to the Debtor and is a disinterested person as required by 11 U.S.C. Sec. 327(a). The firm can be reached through: Miguel Salvat, PA 8125 SW 120th St Pinecrest, FL 33156 Phone: 305-974-1376 Email: miguel@miguelsalvat.com About JNF Investments JNF Investments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14005) on May 22, 2022, listing up to $1 million in both assets and liabilities. Jaymet Alvarez, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. Kathy L. Houston, Esq., at The Houston Law Firm, PA serves as the Debtor's counsel. JOG'S LLC: Seeks Approval to Hire C. Conde & Assoc. as Counsel -------------------------------------------------------------- Jog's LLC seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ C. Conde & Assoc. to serve as its legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor with respect to its duties, powers and responsibilities in the bankruptcy case under the laws of the U.S. and Puerto Rico; b. advising the Debtor to determine whether a reorganization is feasible and, if not, helping the Debtor in the orderly liquidation of its assets; c. assisting the Debtor in negotiations with creditors for the purpose of arranging the orderly liquidation of assets and proposing a viable plan of reorganization; d. preparing legal papers; e. appearing before the bankruptcy court or any court in which the Debtor asserts a claim interest or defense directly or indirectly related to the bankruptcy case; f. provide all notary services; g. performing other necessary legal services; and h. employing other professionals, if necessary. The firm's hourly rates are as follows: Carmen Conde Torres, Esq. $350 per hour Associates $300 per hour Junior Attorney $275 per hour Clerical Services $150 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. The retainer fee is $15,000. Carmen Conde Torres, Esq., a partner at C. Conde & Assoc., disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. C. Conde & Assoc. can be reached at: Carmen D. Conde Torres, Esq. C. Conde & Assoc. 254 San Jose Street, 5th Floor Old San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 Email: condecarmen@condelaw.com About Jog's LLC Jog's LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-01525) on May 27, 2022, listing as much as $100,000 in both assets and liabilities. Carlos G. Garcia Miranda serves as Subchapter V trustee. Carmen D. Conde Torres, Esq., at C. Conde & Assoc. serves as the Debtor's counsel. JONES SODA: Terminates LOI Over Unfavorable Market Conditions ------------------------------------------------------------- Simply Better Brands Corp. and Jones Soda Co. disclosed that, due to current market conditions, they have terminated the previously announced letter of intent. "We are disappointed that due to current market conditions we are unable to move forward with our intended transaction at this time. The Jones Soda brand is one we felt confident would add tremendous value to our existing platform and ultimately be accretive to shareholder value. We wish Jones management and their board much success in their future," said Kathy Casey, CEO of Simply Better Brands. "Due to the decline in current market conditions, we regrettably are unable to continue with the proposed transaction with SBBC. We are certain that Simple Better Brands and Jones will continue to find successful business opportunities in the future, despite this shift in direction for both companies," said Mark Murray, CEO of Jones Soda. About Jones Soda Headquartered in Seattle, WA, Jones Soda Co. -- www.jonessoda.com -- is a craft soda manufacturer with a subsidiary dedicated to cannabis products. The company markets and distributes premium craft sodas under the Jones Soda and Lemoncocco brands, and a variety of cannabis products under the Mary Jones brand. Jones' mainstream soda line is sold across North America in glass bottles, cans and on fountain through traditional beverage outlets, restaurants and alternative accounts. The company is headquartered in Seattle, Washington. Jones Soda reported a net loss of $1.81 million for the year ended Dec. 31, 2021, a net loss of $3 million for the year ended Dec. 31, 2020, and a net loss of $2.78 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $19.02 million in total assets, $6.51 million in total liabilities, and $12.51 million in total shareholders' equity. JRC INVESTMENT: Willow Park, TX Hotel Starts Subchapter V Case -------------------------------------------------------------- JRC Investment Corporation, d/b/a Quality Inn and Suites, filed for chapter 11 protection in the Northern District of Texas. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor owns the hotel property at 5080 E Interstate 20 Service Rd S, Willow Park, TX 760. The Debtor disclosed $1.80 million in assets against $1.75 million in liabilities in its schedules. Secured creditors Ready Capital and World Business Lenders, LLC, are owed $1,350,000 and $365,000, respectively. According to court documents, JRC Investment Corporation estimates between 1 and 49 unsecured creditors. The petition states funds will be available to unsecured creditors. About JRC Investment JRC Investment Corporation owns the Quality Inn and Suites in Willow Park, Texas. JRC Investment Corporation filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41280) on June 6, 2022. In the petition filed by Chirag Patel, as president, the Debtor estimated assets and liabilities between $1 million and $10 million each. Donald Nemec, of the Law Office of Donald C. Nemec, is the Debtor's counsel. Behrooz P. Vida has been appointed as Subchapter V trustee. KAMAN CORP: S&P Downgrades ICR to 'BB-', Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Kaman Corp. to 'BB-' from 'BB'. The outlook is stable. The stable outlook reflects S&P's expectation that debt to EBITDA is likely to remain above 3x for several years. The downgrade reflects debt to EBITDA briefly rising above 4x before settling between 3x and 4x thereafter. We expect Kaman to fund the $440 million acquisition with its revolving credit facility, significantly increasing debt. While we view the acquisition as a positive for the business, the increased debt weakens credit ratios considerably. We previously expected debt to EBITDA to be 2x-2.4x in 2022 and 2023, but now expect it to be 4x-4.4x in 2022 and drop to 3.5x-3.9x in 2023 as Kaman actively works to decrease leverage. The stable outlook reflects that debt to EBITDA will be in the low-4x area through 2022 due to the acquisition but should remain between 3x and 4x thereafter. S&P could lower the rating if debt to EBITDA remained above 4x for an extended period. This could occur if: -- Joint Programmable Fuze (JPF) sales deteriorated more rapidly than expected, -- There were integration issues with the new acquisition, or -- Future share repurchases or acquisitions are above expected levels. S&P could raise the rating if debt to EBITDA declined below 3x, and S&P expected it to remain there. This could occur if: -- Commercial build rates grew faster than expected, -- EBITDA margins expanded beyond our expectations, and -- The company committed to maintaining credit ratios at this level. ESG credit indicators: E-2 S-2 G-2 KB HOME: Moody's Affirms 'Ba2' CFR & Alters Outlook to Positive --------------------------------------------------------------- Moody's Investors Service changed the outlook for KB Home to positive from stable and affirmed all ratings of the company, including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and Ba2 ratings on senior unsecured notes. The SGL-1 Speculative Grade Liquidity Rating is maintained. Moody's also assigned a Ba2 rating to KB Home's proposed senior unsecured notes due 2030. "The positive outlook reflects Moody's expectations of KB Home's robust expansion in revenue scale in the next 12 months, supported by favorable demographic trends, the company's focus on first-time home buyer for over half of home closings, and its strong backlog position of $5.7 billion at February 28, 2022," says Natalia Gluschuk, Moody's Vice President Senior Credit Officer. "We also expect continued strengthening in credit metrics, including a decline in leverage through a build in net worth and repayment of revolver borrowings, and maintenance of solid gross margins." The proceeds from KB Home's proposed $350 million senior unsecured notes due 2030 will be used to retire its $350 million senior unsecured notes due September 2022. The transaction benefits the company's liquidity profile by extending its debt maturities while being leverage neutral. The following rating actions were taken Assignments: Issuer: KB Home Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) Affirmations: Issuer: KB Home Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4) Outlook Actions: Issuer: KB Home Outlook, Changed To Positive From Stable RATINGS RATIONALE KB Home's Ba2 Corporate Family Rating is supported by: 1) the company's conservative financial policy focused on balance sheet strength and deleveraging through earnings retention and debt reduction, and its long-term leverage target of 30% to 40% total debt to cap; 2) the company's large scale and position as the sixth largest homebuilder by homes closed and the seventh largest homebuilder by revenue in the US; 3) the focus on the first-time homebuyer segment, for 55% of total home deliveries, which will benefit from the demand of millennials; and 4) the company's largely built-to-order strategy, which provides visibility into revenue and reduces inventory risk. At the same time, KB Home's credit profile is constrained by: 1) the company's concentration of 45% of revenue and 30% of home closings in California; 2) shareholder friendly activities, including dividends and share repurchases; 3) a supply of owned land of nearly four years, which could be subject to impairments in the event of a market weakening; and 4) the cyclicality of the homebuilding sector and exposure to significant volatility in results, and input cost pressures faced by the industry. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation that KB Home will maintain very good liquidity in the next 12 to 15 months, supported by its $240 million of cash balance at February 28, 2022, ample availability under its $1.09 billion unsecured revolving credit facility expiring in February 2027, good cushion under financial covenants, and generally positive cash flow from operations. The Ba2 rating on senior unsecured notes, at the same level with the company's Corporate Family Rating, reflects the capital structure that is composed of one class of debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company significantly increases size, scale and geographic diversity, and maintains conservative financial policies, while sector conditions remain favorable. Maintenance of strong credit metrics, including debt to book capitalization below 35%, homebuilding EBIT to interest coverage above 6.0x, gross margin above 20%, along with strong cash flow and very good liquidity would also be important considerations for an upgrade. The ratings could be downgraded if the company's financial policies grow more aggressive or operating results weaken meaningfully. Specifically, the ratings could be downgraded if homebuilding debt to book capitalization increases toward 45%, homebuilding EBIT to interest coverage declines below 5.0x, gross margin declines significantly, or liquidity weakens. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. KB Home, headquartered in Los Angeles, is one of the country's largest homebuilders, with presence in 45 markets in nine states and four geographic regions. In the LTM period ended February 28, 2022, KB Home generated about $6.0 billion in homebuilding revenue and $600 million in consolidated net income. KISSIMMEE CONDOS: Gets OK to Hire Dream Builders as Listing Agent ----------------------------------------------------------------- Kissimmee Condos Partnership, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Tim Weisheyer and Dream Builders Realty as its broker and listing agent. The firm will market, list and lease to a tenant, one unit of the Debtor's real property located at 1850 Houston St., Kissimmee, FL 34743. The firm will be entitled to a commission equal to one month's rent. The firm will also receive a lease prep fee in the amount of $45. Dream Builders represents no interest adverse to the Debtor in the matters upon which it is to be engaged. The firm can be reached through: Tim Weisheyer Dream Builders Realty 1101 Miranda Ln Suite 131 Kissimmee, FL 34741 Phone: +1 407-847-5428 Email: tim@dreambuildersrealty.com About Kissimmee Condos Partnership Kissimmee Condos Partnership, LLC is a Florida limited liability company formed on Dec. 10, 2016, to hold and develop two parcels of real property in Osceola County, Fla. Pre-petition, the company developed and initiated the project, which includes the Soho at Lakeside and Tribeca at Lakeside, which are both residential townhome developments to be built over several phases. Kissimmee Condos filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00994) on March 21, 2022, listing as much as $10 million in both assets and liabilities. Robert Altman serves as Subchapter V trustee. Judge Grace E. Robson oversees the case. R. Scott Shuker, Esq., at Shuker and Dorris, PA is the Debtor's legal counsel. L.E.E. PROPERTY: July 27 Hearing on Disclosure Statement -------------------------------------------------------- The Court will conduct a hearing on July 27, 2022 at 2:00 p.m. in Tampa, FL - Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue to consider the adequacy of the Disclosure Statement of L.E.E. Property Enterprises, LLC, and to consider any other matter that may properly come before the Court at that time. Any party having an objection to the Disclosure Statement must file and serve the objection no later than 7 days before the Disclosure Statement Hearing. About L.E.E. Property Enterprises L.E.E. Property Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-00705) on Feb. 23, 2022, listing as much as $1 million in both assets and liabilities. Judge Michael G. Williamson oversees the case. The Debtor is represented by David W. Steen, P.A. LADDER CAPITAL: Fitch Affirms LT IDR & Unsecured Debt at 'BB+' -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) and senior unsecured debt ratings of Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation, subsidiaries of Ladder Capital Corp (collectively Ladder), at 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS IDRS AND SENIOR DEBT The rating affirmations reflect Ladder's established platform as a commercial real estate (CRE) lender and investor; conservative underwriting culture through time and overall solid risk management; granular, diverse portfolio; continued adherence to leverage targets commensurate with the firm's risk profile of its assets; and the declining proportion of secured financing subject to mark-to-market provisions. Rating constraints include Ladder's meaningful, albeit declining, proportion of secured debt funding; the absence of a track record as a standalone entity through a traditional credit cycle; a lack of sustained, consistent earnings coverage of the common dividend over recent periods; and reliance on wholesale funding. From inception in October 2008 through March 31, 2022 (1Q22), Ladder has originated over $44 billion of CRE investments and incurred losses of less than 0.1% of investments. While the firm's level of impaired loans increased materially in the middle of the pandemic and remain elevated compared to historical norms, loss rates are nominal due to strong underwriting standards. Moreover, the majority of Ladder's mortgage book has been originated since the pandemic with fresh valuations that reflect current business plans and economic expectations. Thus, Fitch expects credit quality will remain strong over the Rating Outlook horizon. Through 1Q22, Ladder's TTM distributable earnings totaled $90 million, up 48.3% from the year prior. This equates to a distributable earnings to average assets ratio of 1.6%; which is within Fitch's 'bb' benchmark range for high balance sheet usage finance and leasing companies in 'a' category operating environments. Earnings have been aided by relatively higher rates, a reduced cash drag and gains from asset sales, namely net leased properties. While Fitch does not consider the realization of $29 million in gains in TTM 1Q22 to be a core part of earnings, Ladder has shown an ability to generate periodic gains from asset sales historically. Ladder's leverage (gross debt to tangible equity) was 3.0x at 1Q22; up from 2.6x in 1Q21. Ladder seeks to manage its adjusted leverage ratio, which excludes nonrecourse borrowings related to securitizations, within 2.0x-3.0x. On this basis, Ladder's leverage was 2.2x at 1Q22 and 1.9x net of cash. Fitch views Ladder's targeted range as commensurate with the firm's rating. Ladder had just over $1 billion of nonrecourse collateralized loan obligation (CLO) debt outstanding as of 1Q22. While this debt is excluded from the adjusted leverage ratio, Fitch views CLO debt as a funding source for one of Ladder's core businesses, and primarily evaluates leverage on a consolidated basis. Ladder's funding profile remains relatively strong compared to peers, albeit still reliant on wholesale sources. Ladder has made progress diversifying its funding sources over time including CLO issuances and unsecured note offerings. Importantly, since the beginning of 2020 and the onset of the pandemic, the firm has reduced more market sensitive funding sources such as repurchase obligations. Mark-to-market funding represented 21% of total financing at 1Q22, down from nearly 60% pre-pandemic. Fitch expects the level of mark-to-market debt will remain below pre-pandemic levels going forward, thus reducing margin call risk, a positive for ratings. Unsecured debt represented 38% of total debt at 1Q22, which was within Fitch's 'bb' category benchmark range for balance sheet heavy finance and leasing companies with operating environment scores in the 'a' category. Ladder's ability to economically access unsecured funding, such that it exceeds 50% of total debt, would be viewed favorably by Fitch. Ladder's liquidity position remains constrained by its REIT tax election, as REITs must distribute at least 90% of their net taxable income, excluding capital gains, to shareholders each year. Even after it substantially cut its dividend in 2Q20, the firm was unable to cover dividends with distributable earnings for a number of quarters. Still, Fitch expects distributable earnings to improve as rates rise and excess cash is used to fund originations while higher cost funding is reduced. Longer term, Fitch expects Ladder to manage its dividend at a level that reflects the earnings power of the portfolio and would view the firm underearning its dividend for a sustained period negatively. The Stable Outlook reflects Fitch's view that Ladder's leverage will be managed in a manner consistent with the risk profile of the portfolio, credit losses will remain low, that unsecured funding will remain above 35% of total debt and that Ladder's earnings will grow as a result of increased originations and rising interest rates. The equalization of the senior unsecured debt rating with Ladder's IDR reflects the availability of unencumbered assets, suggesting average recovery prospects for debtholders under a stressed scenario. RATING SENSITIVITIES IDRS AND SENIOR DEBT Factors that could, individually or collectively, lead to positive rating action/upgrade: -- A sustained increase in the proportion of unsecured debt at or above 50% of total debt, accompanied by a sustained reduction in shorter term, secured repurchase facilities and other debt subject to margin calls; -- A demonstrated ability to maintain leverage within the targeted range through market cycles and commensurate with the risk profile of the portfolio; -- Improved earnings and dividend coverage metrics without material influence from asset sales; -- Maintenance of sufficient liquidity and unencumbered assets in excess of the amount required under the covenant; and -- Continued stable credit performance. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A sustained reduction in the proportion of unsecured debt funding below 35%, particularly if due to the firm's inability to refinance existing debt ahead of stated maturities; -- A sustained increase in adjusted leverage above 3.0x and/or an inability to manage leverage at a level that provides sufficient cushion to covenants; -- An inability to maintain sufficient liquidity relative to near-term debt maturities, unfunded commitments to portfolio companies and/or the potential for margin calls; -- An inability to maintain unencumbered assets at a level that provides sufficient cushion to the covenant; -- A material increase in credit losses; and -- Weak distributable earnings coverage of the dividend on a sustained basis. The unsecured debt rating is sensitive to changes to Ladder's IDR and the level of unencumbered balance sheet assets relative to outstanding debt. An increase in secured debt and/or a sustained decline in the level of unencumbered assets, which weakens recovery prospects on the senior unsecured debt, could result in the unsecured debt ratings being notched down from the IDR. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- Ladder Capital Finance Holdings LLLP LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed BB+ Ladder Capital Finance Corporation LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed BB+ LD HOLDINGS: Moody's Lowers CFR to B2 & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service has downgraded to B2 from B1 LD Holdings Group, LLC's (loanDepot) corporate family rating and downgraded to B3 from B2 its backed senior unsecured bond rating. loanDepot's outlook was changed to negative from stable. Downgrades: Issuer: LD Holdings Group, LLC Corporate Family Rating, Downgraded to B2 from B1 Backed Senior Unsecured Regular Bond/Debenture, Downgraded to B3 from B2 Outlook Actions: Issuer: LD Holdings Group, LLC Outlook, Changed To Negative from Stable RATINGS RATIONALE The downgrade of loanDepot's CFR reflects the company's weak first quarter profitability along with its expectation that it will only return to profitability toward the end of the year at the earliest. The company reported a significant decline in profitability as measured by net income to average managed assets, with a net loss of of -3.3% for the first quarter of 2022 driven by lower origination volumes and lower gain on sale margins. loanDepot's capitalization, as measured by tangible common equity (TCE) to adjusted tangible managed assets (TMA) (which excludes Ginnie Mae loans eligible for repurchase from the denominator), was 14.4% as of March 31, 2022. However, Moody's expects the company's capitalization to decline modestly over the next 12-18 months with a decline in retained earnings only somewhat offset by a decrease in tangible managed assets as a result of an expected decline in origination volumes. Furthermore, the yield on the company's unsecured debt is very high, both on an absolute basis as well as compared to peers. Thereby, the company's access to the unsecured debt market is weaker than peer average, a credit negative for the company's liquidity profile. loanDepot's negative outlook reflects Moody's expectation that the company's profitability will remain very constrained over the next 12-18 months, leading to a modest erosion in its capitalization. Moody's said governance considerations were a key driver in the downgrade. The company's ownership is concentrated and only three of the eight members on the company's board of directors are independent. In addition, the company has key person risk with respect to the company's founder and chairman Anthony Hsieh, who continues to own a large stake in the company. Furthermore, the company has a track record of sacrificing profitability for the sake of market share growth, and has had limited success to date in significantly reducing costs to align with the sector's weaker operating environment. loanDepot's B3 long-term senior unsecured bond rating is a notch below its B2 CFR, based on the application of Moody's Loss Given Default for Speculative-Grade Companies methodology and is reflective of its priority ranking in loanDepot's capital structure. The one notch lower unsecured bond rating incorporates Moody's expectation that the company will not materially increase its reliance on secured corporate debt, whereby the ratio of secured debt associated with mortgage service rights (MSRs) and secured corporate debt to total corporate debt will remain below 50%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, it is unlikely that a ratings' upgrade will occur over the next 12 to 18 months. However, the CFR and unsecured bond ratings could be upgraded if the company's financial performance improves materially. This could be evidenced by improved profitability with pre-tax income (excluding mortgage servicing rights' fair value marks) reaching and expected to remain above 2.5% and the TCE to TMA ratio reaching and expected to remain above 15%, while demonstrating resilient franchise strength as a top 10 US mortgage originator. The ratings could be confirmed at their existing levels and the company's outlook returned to stable if it is able to return to sustained profitability and with TCE to TMA above 13.0%. The CFR and unsecured bond rating could be downgraded if the company is not expected to end the year at a profitable run-rate or if TCE to TMA sustainably declines and is expected to remain below 12.0%. In addition, loanDepot's unsecured bond rating could be downgraded if the ratio of unsecured debt to total corporate debt decreases and is expected to remain below 50%. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. LEAR CAPITAL: Agrees to Creditors Committee in Subchapter V Case ---------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that creditor committees are rare in Subchapter V bankruptcies. But coin dealer Lear Capital Inc. agreed to a deal allowing the appointment of a formal creditors' committee in its small business bankruptcy case, giving customers more leeway to investigate allegations of predatory business practices. Lear's settlement is unusual because the company filed for bankruptcy under Subchapter V of Chapter 11 -- part of a 2020 law to help small businesses -- and creditor committees are nearly non-existent in the relatively new option. Subchapter V was added to the bankruptcy code through the Small Business Restructuring Act. About Lear Capital Lear Capital Inc. is a silver and gold coin dealer based in Los Angeles, Calif. Lear Capital filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10165) on March 2, 2022, to weather possible future legal claims associated with its sales practices as well as customer disclosures. Jami B. Nimeroff serves as Subchapter V trustee. As of Feb. 28, 2022, Lear Capital had assets of $34,449,619 against liabilities of $22,355,066. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Shulman Bastian Friedman & Bui, LLP as general bankruptcy counsel; Morris James, LLP as local counsel; Mitchell Silberberg & Knupp, LLP and The Cook Law Firm, P.C. as special counsels; Paladin Management Group as financial advisor; and Baker Tilly US, LLP as accountant. BMC Group, Inc., is the claims, noticing and administrative agent. LIFE CENTER CHURCH: Amends Cadles of Grassy Claims Pay Details -------------------------------------------------------------- Life Center Church of God in Christ submitted a Second Amended Plan of Reorganization dated June 7, 2022. The Debtor is the proponent and disbursing agent of this Plan. This Plan provides for distribution to the holders of allowed claims from the continued operation of the Debtor's Business. The Debtor has also worked diligently to market its worship services, continually increasing weekly attendance and revenues. The foregoing are modest estimates based on gradual phased in return to full-service operations, and barring any further government restrictions imposed by the potentially re-surging pandemic. Class 1(a) consists of Allowed Secured Claim of Cadles of Grassy Meadows II LLC that holds a first priority mortgage on two the churches properties, located at 5500 S. Indiana Avenue. Chicago, IL 60637 and the 119 East Garfield Chicago Illinois respectively. The debtor proposes to restructure and recast the Loan on the terms. The Debtor proposes to bifurcate the claim of Cadles. Cadles has a secured claim as valued by its collateral in the amount of $1,440,000. The Debtor proposes to pay a $25,000 down payment to and the balance of the secured claim in the amount of $1,415,000 amortized over 30 years at an interest rate of 3.75% with a balloon payment of the balance due on or before June 31, 2032. Debtor shall pay to Cadles the sum of $6,533 per month that will continue for 30 months, or until such earlier time as the secured claim of Stolat Financial, LLC has been paid in full under the Plan. After the earlier of (a) completion of Plan payments towards the secured claim of Stolat, or (b) the expiration of 30 months from the effective date of the Plan, the debtor payment to Cadles will increase by $1,000 for a monthly total payment thereafter of $7,533 per month which payment shall continue thereafter for the duration of the Plan. Class 1(b) consists of the Claim of Stolat Financial, LLC. Stolat Financial, LLC., holds a first priority mortgage on property located at 8126 S. Merrill Chicago, IL 60617. Stolat Financial, LLC has a secured claim in the estimated amount of $30,000. The Debtor shall pay Stolat monthly payment of $1,000 for 32 months or until such time as the claim is paid in full under the Plan. Like in the prior iteration of the Plan, allowed nonpriority unsecured claims in Class 2a in the total amount of $407,384 includes the unsecured portion of the claim of Cadles of Grassy Meadows, LLC in the amount of $390,990. These claims will be paid at 10% of the total claim in the aggregate amount of $ 40,738 in monthly payments of $678.31 without interest. This Plan is self-executing. The Debtor shall not be required to execute any newly created documents to evidence the claims, liens or terms of repayment to the holder of any Allowed Claim. Furthermore, upon the completion of the payments required under this Amended Plan to the holders of Allowed Claims. A full-text copy of the Second Amended Plan dated June 7, 2022, is available at https://bit.ly/3Hi63dG from PacerMonitor.com at no charge. Attorney for the Debtor: William E. Jamison, Jr., Esq. LAW OFFICE WILLIAM E. JAMISON 53 W. Jackson Blvd., Suite #309 Chicago, IL 60604 Tel: (312) 226-8500 About Life Center Church of God in Christ Life Center Church of God in Christ, a tax-exempt religious organization based in Chicago, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-10661) on Sept. 15, 2021, listing as much as $10 million in both assets and liabilities. T.L. Barrett, Jr., president of Life Center Church, signed the petition. Judge Carol A. Doyle oversees the case. William E. Jamison, Jr., Esq., at William E. Jamison & Associates, serves as the Debtor's legal counsel. LIMETREE BAY: Seeks to Hire Deloitte Tax as Tax Services Provider ----------------------------------------------------------------- Limetree Bay Services, LLC and its affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas to hire Deloitte Tax LLP as its tax services provider. The firm's services include: (a) assisting Limetree Bay Refining Holdings, LLC (LBRH) and Limetree Bay Services, LLC (LBS) in the preparation and filing of the 2021 federal and state tax returns, and assisting LBRH and LBS in the calculation of the amounts of extension payments and preparation of the extension requests for the 2021 federal and state tax returns; (b) assisting LBRH and LBS in the calculation of 2022 quarterly estimated tax payments as needed and preparation of the quarterly federal and state estimated income tax payment vouchers; and (c) rendering such other tax services as may from time to time be agreed upon by the Debtors and Deloitte. Deloitte Tax will be compensated for federal tax return preparation and related services (including preparation of extension requests and quarterly estimates) in the amount of $20,000. Of this amount, $15,000 will be for such tax services performed for LBRH and $5,000 will be for tax services performed for LBS. These fees are subject to adjustment under certain limited circumstances, including if Deloitte Tax performs services outside the scope of the Engagement Letter, or retroactive changes in applicable laws necessitate the filing of amended tax returns. Subject to Court approval, Deloitte Tax will bill 50 percent of the fees for the services, and the remainder will be billed every four weeks as the services progress. For each stand-alone state tax return for LBRH and LBS, Deloitte Tax will bill the Debtors $2,000 per return. Additionally, Deloitte Tax also anticipates billing the Debtors for fee application preparation and certain aspects of the retention processes. The Debtors will reimburse Deloitte Tax for all reasonable out-of-pocket expenses incurred. Deloitte Tax is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Stephen W. Ober DeloitteTaxLLP 200 Berkeley Street Boston, MA 02116 Tel: +1 617 437 2000 Fax: +1 617 437 2111 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 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. LTL MANAGEMENT: Claimants Committee Asks Court to Expedite Appeal ----------------------------------------------------------------- HarrisMartin reports that the Official Committee of Talc Claimants has filed a motion asking the 3rd Circuit U.S. Court of Appeals to consolidate and expedite appeals relating to LTL Management's bankruptcy proceedings, explaining that nearly 40,000 claims of tort victims "hang in the balance." In a May 27, 2022 brief filed with the 3rd Circuit, the Committee also asked the appellate court to set briefing deadlines. In a May 11, 2022 order, the 3rd Circuit granted several petitions for permission to appeal orders in which the Bankruptcy Court rejected efforts to dismiss the Chapter 11 bankruptcy proceedings of Johnson & Johnson's subsidiary LTL Management. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. LTL MANAGEMENT: Maune Raichle Represents Mesothelioma Claimants --------------------------------------------------------------- In The Chapter 11 Cases of LTL Management LLC, the law firm of Maune Raichle Hartley French & Mudd, LLC submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing certain Mesothelioma Claimants. As of June 9, 2022, each Clients and their disclosable economic interests are: Maria NJ 07442 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Robert K. NJ 08003 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Janice S. RI 02852 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Judith W. FL 33830 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Joann L. SC 29407 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Giovanni A. NY 11414 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Amanda OK 74347 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Connie W. MN 55414 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Michelle M. WI 53172 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Mario A. NJ 07974 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Judith L. NC 27239 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated Harish TX 76022 * Nature of Claim: Personal Injury * Amount of Claim: Unliquidated These clients engaged MRHFM, and where as designated in Exhibit A, Levy Konigsberg as co-counsel, in connection with their personal injuries and wrongful death. All of MRHFM's clients listed in Exhibit A have malignant mesothelioma. MRHFM does not hold any claim against or interest in the Debtor or its parent company. Counsel for Claimant and Appellant Katherine Tollefson and Certain Mesothelioma Claimants can be reached at: MAUNE RAICHLE HARTLEY FRENCH & MUDD, LLC Clayton L. Thompson, Esq. Suzanne M. Ratcliffe, Esq. 150 W. 30th Street, Suite 201 New York, NY 10001 Telephone: (800) 358-5922 E-mail: cthompson@mrhfmlaw.com sratcliffe@mrhfmlaw.com - and - 659 Eagle Rock Avenue, Suite 28 West Orange, NJ 07052 A copy of the Rule 2019 filing is available at https://bit.ly/3Q7ji4O at no extra charge. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. MALLINCKRODT PLC: Plan Altered for Opioid Creditors --------------------------------------------------- Mallinckrodt Plc on June 8, 2022, won approval of the Bankruptcy Court to modify its Fourth Amended Joint Plan of Reorganization. At the behest of the Debtors' the Court determined that further disclosure and resolicitation of votes on the Amended Plan are not required. The Confirmed Plan currently provides that the Bankruptcy Court shall retain exclusive jurisdiction to "adjudicate, decide, or resolve any and all matters related to Causes of Action." Confirmed Plan, Art. X.F; see also Confirmation Order ¶ 320. Causes of Action is defined broadly enough to include all Causes of Action being assigned to the Opioid MDT II (collectively, the "Relevant Claims") including Assigned Third-Party Claims (which are defined as "all Causes of Action arising out of Opioid Claims."), Share Repurchase Claims and Assigned Insurance Rights. Confirmed Plan Art. I.A.57, 68. Accordingly, the Confirmed Plan may be read to support an argument that it seeks to provide the Bankruptcy Court with exclusive jurisdiction with regards to the adjudication of all Relevant Claims after the Effective Date. The Debtors submit that this outcome is inconsistent with the intent of the opioid creditors with whom the Plan was negotiated in these cases. Since entry of the Confirmation Order, the Debtors have made substantial progress towards consummating the Confirmed Plan and emerging from bankruptcy. The Debtors are now only a few days away from the expected Effective Date. Prior to being able to go effective, however, certain opioid related creditors have requested that the Debtors seek an order of the Bankruptcy Court modifying the Confirmed Plan to clarify that the Bankruptcy Court shall retain concurrent jurisdiction (if such jurisdiction resides in the Bankruptcy Court in the first place), rather than exclusive jurisdiction, with respect to the Relevant Claims. Given the requirements of section 1127(b) of the Bankruptcy Code, and the anticipation that the Confirmed Plan may go effective later this week, it is imperative that the Debtors seek such relief on an expedited basis. The Modification, which is set forth in the Blackline, specifically modifies Article X.F. of the Confirmed Plan to read as follows: Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, except to the extent set forth herein or under applicable federal law, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code, including jurisdiction to: . . . adjudicate, decide, or resolve any and all matters related to Causes of Action; provided, however, that the Bankruptcy Court shall retain concurrent jurisdiction, with any other court of competent jurisdiction, over all matters related to any Causes of Action assigned to the Opioid MDT II hereunder (emphasis added to Modification). The Confirmed Plan provides that the Debtors may "amend or modify the [Confirmed] Plan after the entry of the Confirmation Order in accordance with section 1127(b) of the Bankruptcy Code and the Restructuring Support Agreement upon order of the Bankruptcy Court; and . . . remedy any defect or omission or reconcile any inconsistency in the [Confirmed] Plan in such manner as may be necessary to carry out the purpose and intent of the Plan upon order of the Bankruptcy Court." Confirmed Plan Art. XI.A (emphasis added). 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. MATT HUTCHENS TIRE: Starts Chapter 11 Subchapter V Case ------------------------------------------------------- Matt Hutchens Tire & Auto, Inc., d/b/a Mark's Automotive, filed for chapter 11 protection in the Middle District of Georgia. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. According to court documents, Matt Hutchens Tire & Auto estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 12, 2022 at 10:00 a.m. at U.S. Trustee Teleconference. Proofs of claims are due by Aug. 15, 2022. About Matt Hutchens Tire & Auto Matt Hutchens Tire & Auto, Inc., doing business as Mark's Automotive, is in the General Automotive Repair Shops business. It filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. Matt Hutchens Tire & Auto filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 22-50616) on June 6, 2022. In the petition filed by Matthew G. Hutchens, as president and CEO, the Debtor reports estimated assets and liabilities between $100,000 and $500,000. The case is assigned to Honorable Bankruptcy Judge James P. Smith. Christopher W. Terry, of Boyer Terry LLC, is the Debtor's counsel. Robert M. Matson has been appointed as Subchapter V trustee. MICROVISION INC: All Four Proposals Passed at Annual Meeting ------------------------------------------------------------ MicroVision, Inc. held its Annual Meeting of Shareholders at which the shareholders: (1) elected Simon Biddiscombe, Robert P. Carlile, Judith M. Curran, Jeffrey A. Herbst, Seval Oz, Sumit Sharma, Mark B. Spitzer, and Brian V. Turner as directors; (2) approved the 2022 MicroVision Equity Incentive Plan; (3) approved, on an advisory basis, the named executive officer compensation; and (4) ratified the appointment of Moss Adams LLP as MicroVision's independent registered public accounting firm for the fiscal year ending Dec. 31, 2022. About MicroVision MicroVision -- http://www.microvision.com-- is a pioneering company in MEMS based laser beam scanning technology that integrates MEMS, lasers, optics, hardware, algorithms and machine learning software into its proprietary technology to address existing and emerging markets. The Company's integrated approach uses its proprietary technology to provide solutions for automotive lidar sensors, augmented reality micro-display engines, interactive display modules and consumer lidar modules. MicroVision reported a net loss of $43.20 million for the year ended Dec. 31, 2021, a net loss of $13.63 million for the year ended Dec. 31, 2020, a net loss of $26.48 million for the year ended Dec. 31, 2019, and a net loss of $27.25 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $117.77 million in total assets, $14.30 million in total liabilities, and $103.47 million in total shareholders' equity. MIND TECHNOLOGY: Incurs $2.4 Million Net Loss in First Quarter -------------------------------------------------------------- Mind Technology, Inc. reported a net loss of $2.42 million on $9.09 million of total revenues for the three months ended April 30, 2022, compared to a net loss of $3.98 million on $4.19 million of total revenues for the three months ended April 30, 2021. As of April 30, 2022, the Company had $37.78 million in total assets, $10.65 million in total liabilities, and $27.13 million in total stockholders' equity. Rob Capps, MIND's president and chief executive officer, stated, "We were pleased with our first quarter results. We believe the significant improvement in revenues is an indication of the trajectory of our business. As we have discussed previously, we see robust interest, improved customer optimism, increased order flow and backlog. In fact, when our current backlog is combined with new orders received subsequent to April 30, 2022, and other pending orders we are confident we will obtain, we believe our total book of pending business is approximately $23 million. We expect essentially all of these orders will be completed in the current fiscal year. The fundamental trends within our primary market areas are, we think, positive for us. Global energy prices are driving increased activity among our exploration customers, as evidenced by recent and pending order activity. We believe some of our recent orders are directly associated with the current security situation in Europe. These developments highlight the ongoing need for maritime security, not only in Europe but also in the rest of the world." "As we discussed in connection with our fiscal 2022 year end results, we have taken certain steps recently to streamline our operations and control costs. Unfortunately, the effects of those actions are not yet reflected in our results of operations. In fact, we incurred some incremental costs in the first quarter of fiscal 2023 associated with the implementation of those steps. Accordingly, we do not believe selling, general and administrative costs in the first quarter are indicative of ongoing costs," concluded Capps. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/0000926423/000143774922014603/ex_370702.htm About Mind Technology Mind Technology, Inc. -- http://mind-technology.com-- provides technology and solutions for exploration, survey and defense applications in oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND Technology has a global presence with key operating locations in the United States, Singapore, Malaysia and the United Kingdom. Its Klein and Seamap units design, manufacture and sell specialized, high performance sonar and seismic equipment. Mind Technology reported a net loss of $15.08 million for the year ended Jan. 31, 2022, a net loss of $20.31 million for the year ended Jan. 31, 2021, compared to a net loss of $11.29 million for the year ended Jan. 31, 2020. As of Jan. 31, 2022, the Company had $42.02 million in total assets, $11.76 million in total liabilities, and $30.26 million in total stockholders' equity. Houston, Texas-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 29, 2022, citing that the Company has suffered recurring losses from operations and has continued to rely on sale of preferred stock and leasepool equipment to sustain operations. The Company's inability to generate positive cash flows from operations combined with the limited amount of leasepool equipment remaining to be sold raise substantial doubt about its ability to continue as a going concern. NATIONAL MENTOR: S&P Downgrades ICR to 'B-' on Lower Cash Flow -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based National Mentor Holdings Inc. (d/b/a Sevita) to 'B-' from 'B', our senior secured credit facility to 'B-' from 'B', and second-lien debt to 'CCC' from 'CCC+'. S&P said, "The outlook is stable, reflecting our expectation that Sevita's operations will improve in 2023, generating free cash flow in the $20-$30 million range, with fewer disruptions from the pandemic, continued strong demand for services, and the potential for favorable Medicaid reimbursement hikes." Sevita, a provider of home- and community-based health services, is facing a tight labor market, slow-moving reimbursement adjustments, and rising interest rates while also executing on an aggressive growth strategy. S&P said, "The downgrade reflects thin free cash flow in 2022 due to rising operating cost and interest expense. Sevita's business model is very labor intensive and requires many relatively low-wage support staff in its facilities and for home care. We expect that revenue and EBITDA will be dampened by hiring and retention challenges due to the very tight labor market and the stressful nature of the work at Sevita. During the pandemic, the company has relied on higher wage agency workers to temporarily fill positions of sick staff, especially during periods of high transmission. Although we expect operational disruptions from the pandemic to moderate, we believe Sevita will have to raise wages to better meet demand, burdening margin and cash flow, especially given Medicaid rate increases are slow to take effect. "Primarily due to the challenging labor market and disruptions from the pandemic, we expect adjusted EBITDA margins to contract about 60 basis points in 2022 but expand about 150 basis points in 2023. We believe ramp-up costs associated with the 2021 de novo facilities, an aggressive pace of acquisitions, and rising interest rates are further pressuring cash flow. As a result, we expect $5-$10 million reported cash flow for 2022, which is lower than our previous forecast of $20 million-$30 million. We do not expect persistent cash flow deficits because of the temporary nature of some recent working capital changes and other elevated expenses. "The rating also reflects Sevita's aggressive growth strategy, and our expectation for the company to continue spending on opportunistic growth opportunities. Given recent debt-financed acquisitions and three large dividend distributions within the past two years, we expect leverage to remain very high. We project adjusted debt to EBITDA in the mid-8x area (11x excluding leases) in 2022 and above 7x for the next two years (over 9x without the lease adjustment). Given limited cash flow generation, we expect the company to issue incremental debt or require sponsor equity contribution to fund future acquisitions. M&A expenses burden EBITDA, and we expect them to continue, given the company's growth strategy. That said, we think M&A transaction expenses would be reduced in a time of stress." The company also invests in new startup programs, typically within its current geographic footprint, which require capital expenditures as well as operating expenses prior to corresponding revenue. It usually takes a couple of years to ramp up these programs, so the near-term burden on financial metrics would remain even if the company slows its de novo strategy. The company has a narrow focus in the highly fragmented behavioral health and developmental disability-related services and a concentration in Medicaid reimbursement. S&P said, "We view the company as narrowly focused, primarily treating individuals with disabilities and special needs. Community Support Services is by far its largest segment (about 67% net revenues) and holds low single-digit market share in a highly fragmented market. Although the industry is growing at a low- to mid-single-digits rate given community and home-based care is less expensive than traditional institutional setting, we believe there is very little differentiation between the services among the peers." Sevita's related service offerings are likely grouped together during reimbursement rate decisions, so the narrow focus concentrates its risk to an unfavorable change in reimbursement. Although the company operates with a diverse payor mix by state, with the top five representing less than 50% of total revenues, it generates about 85%-90% of its revenues from government payors (primarily Medicaid) and 10%-15% from nongovernment. Medicaid typically reimburses at a low rate compared with other payers and rate increases can be delayed due to state budgetary constraints. Partly offsetting the above risks, the company's long history of serving the market (more than 40 years), sticky customer base, flexible cost structure, and economies of scale will help it to compete with other newcomers. Given the company serves a vulnerable population (e.g., people with intellectual and/or developmental disabilities), it is politically challenging for the government to cut services for this population group. S&P Said, "We also believe that families would prefer to choose a service provider with a business track record over a new-comer for their loved ones. Moreover, the company's cost structure is somewhat flexible because relatively low-wage headcount is the largest expense, allowing the company to reduce headcount to control expenses during challenging times. We believe the company enjoys economies of scale because it can share overhead costs with more centers as it makes more acquisitions and competes with many independent facilities." S&P said, "The stable outlook on Sevita reflects S&P Global Ratings' expectation that its operations will improve in 2023 driven by better staffing and continued demand. Additionally, we expect Medicaid reimbursement rates will remain broadly stable and potentially more favorable, leading to positive free operating cash flow (FOCF). "We could lower the rating if we consider the company's capital structure unsustainable over the long term. This could occur if we expect FOCF generation to be insufficient to cover its fixed charges for a sustained period. In this scenario, we would expect adjusted debt to EBITDA 8.5x, potentially due to additional acquisitions amidst continued labor challenges and slow-to-change reimbursement rates. "We could consider a higher rating if we believe Sevita can maintain adjusted FOCF of more than 5.5% of debt (including lease adjustment) or approximately 2.5-3% reported free cash flow to debt. In this scenario, we would expect better staffing levels, continued demand, and stable reimbursement rates." ESG credit indicators: E-2; S-2; G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." NATIONAL REALTY: In Chapter 11 After Probe by Regulators -------------------------------------------------------- Steven Church of Bloomberg News reports that luxury-home developer National Realty Investment Advisors filed for bankruptcy protection in its home state of New Jersey on Tuesday, June 7, 2022, saying it was under investigation by state and federal securities regulators. The filing comes six weeks after Rey Grabato stepped down as chief executive officer and an independent manager took over and discovered a host of financial woes, according to court documents. "I quickly determined that the debtors' explosive growth over the past several years was unsustainable and that actions needed to be taken to bring the company's operations into line with its financial performance," the independent manager, Brian J. Casey said. East Coast real estate investment and development firm National Realty Investment Advisors and affiliates have filed for Chapter 11 protection in a New Jersey bankruptcy court with more than $500 million in liabilities. The company filed bankruptcy petitions for it and its affiliates Tuesday, June 7, 2022 saying it entered Chapter 11 to prevent a "disorderly liquidation" as a result of investors who have put $540 million into the fund seeking to redeem their interest. "By filing these chapter 11 cases, the debtors will benefit by gaining additional time needed to sell completed properties, complete construction on unfinished properties, terminate or otherwise cease construction." About National Realty Investment National Realty Investment Advisors is a luxury-homes developer based in Secaucus, New Jersey. National Realty Investment Advisors, LLC, and 102 affiliates, including NRIA Partners Portfolio Fund I, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-14539) on June 7, 2022. In the petition filed by Brian Casey, as independent manager of NRIA LLC, National Realty Investment Advisors estimated less than $50,000 in assets and debt. NRI Partners Portfolio estimated assets between $50 million and $100 million and liabilities between $500 million and $1 billion. The cases are assigned to Honorable Bankruptcy Judge John K. Sherwood. S. Jason Teele, of Sills Cummis & Gross P.C., is the Debtors' counsel. Omni Agent Solutions is the claims agent. NATIONAL REALTY: June 17 Deadline Set for Panel Questionnaires -------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of National Realty Investment Advisors, LLC, et al.. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3xudQka and return by email it to Tina L. Oppelt -- Tina.L.Oppelt@usdoj.gov -- and Niedy Fuentes -- Neidy.Fuentes@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 1:00 p.m., on June 17, 2022. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About National Realty National Realty Investment Advisors, LLC are real estate developers in Secaucus, New Jersey. National Realty filed a Chapter 11 bankruptcy petition (Bankr. D. NJ Case No. 22-14539) on June 7, 2022. The Debtor disclosed $0 to $50,000 in assets against $0 to $50,000 in liabilities. The Hon. John K. Sherwood is the case judge. The petitions were signed by Brian Casey as independent manager. The Debtor tapped Sills Cummis & Gross P.C. as counsel; and Omni Agent Solutions as notice claims and balloting agent and case administrator. NB HOTELS DALLAS: Seeks Approval to Hire TS Worldwide as Appraiser ------------------------------------------------------------------ NB Hotels Dallas, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ TS Worldwide, LLC d/b/a HVS Consulting & Valuation as its appraisers. The firm will appraise and perform a market analysis of its primary asset which is real property located at 13042 Noel Road, Dallas, TX 75240. The appraiser shall receive as compensation $6,500 total with a retainer fee of $4,875. The appraiser does not presently hold or represent any interest adverse to the interest of the Debtor or its estate and is disinterested within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Luigi Major HVS Los Angeles 8430 Santa Monica Blvd., Suite 200 West Hollywood, CA 90069 Email: lmajor@hvs.com Phone: +1 (310) 270-3240 About NB Hotels Dallas NB Hotels Dallas, LLC owns and operates the Le Meridien Hotel Dallas located at 13402 Noel Road, Dallas, Texas. NB Hotels Dallas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-30681) on April 18, 2022. In the petition signed by Nadir Badruddin, its president, the Debtor listed as much as $100 million in both assets and liabilities. Judge Harlin Dewayne Hale oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's legal counsel. NORDIC AVIATION: Completed $6-Bil Restructuring Effective June 1 ---------------------------------------------------------------- Nordic Aviation Capital Designated Activity Company announced June 1, 2022, that it has successfully exited from the Chapter 11 restructuring process, having received confirmation of its Plan of Reorganization from the Bankruptcy Court on April 19, 2022. The Company emerges well-positioned for the future having eliminated nearly $4.1 billion of debt, while significantly enhancing its liquidity, with access to approximately $537 million in additional capital to fund operations and growth opportunities. Since September 2021, NAC has focused on four key strategic initiatives, including right sizing the balance sheet, driving organizational change, stabilizing the portfolio and pivoting towards growth. Progress has been made across all initiatives and the Company is on track for recovery and growth, supporting its aim to remain the global leader in regional aircraft leasing and expand into adjacent single-aisle areas by leveraging its world-class asset management platform. As outlined in NAC's Plan of Reorganization, NAC has appointed a new board of directors effective immediately. The board will be led by Chairman Klaus Heinemann and President & CEO Norman C.T. Liu with the support of non-executive directors Justin Bickle, Patrick Blaney, Martin Cooke, Paul O'Donnell, Catherine Duffy and Dermot Mannion. Klaus Heinemann, Chairman of the Board, said, "I am delighted to join the NAC Board at this pivotal time in the Company's history. I would like to thank the outgoing NAC Board for their diligent guidance through what has been a complex and challenging process. Today we begin a new chapter at NAC with a strategy focused on growth and I look forward to working with the NAC team to help drive the Company's strategic plan and achieve sustainable, long-term success." Norman C.T. Liu, President & CEO of NAC said, "Substantial progress has been made to ensure that we are moving forward with a solid financial foundation, a leaner and more efficient operating model and access to growth capital to invest in our business. I look forward to the months ahead as we reposition ourselves for growth. I want to thank our employees, customers and business partners for their steadfast support, which allowed us to maintain normal operations throughout this process." The exit follows recent rating announcements for the Company. S&P assigned Issuer Credit Ratings of 'B' to Nordic Aviation Capital DAC and Nordic Aviation Capital 29 and a 'B' issue-level rating to Nordic Aviation Capital 29 Senior Secured Notes and Senior Secured Term Loan B, with a stable outlook. Moody's assigned a Corporate Family Rating of 'B2' to Nordic Aviation Capital DAC and a 'B2' issue-level rating to Nordic Aviation Capital 29 Senior Secured Notes and Senior Secured Term Loan B, with a stable outlook. Kirkland & Ellis LLP served as the Company's restructuring counsel, Clifford Chance and William Fry LLP served as legal counsel, Ernst & Young served as restructuring advisor, and Rothschild & Co acted as investment banker. Norton Rose Fulbright (NRF), Weil, Gotshal & Manges and Dillon Eustace advised an ad hoc secured creditors group with USD 1 billion in combined claims, which included Deutsche Bank, Development Bank of Japan, Export Development Canada, Investec, JPMorgan, Korea Development Bank, MUFG and New York Life, and a number of other lenders with syndicated involvement. Milbank acted for a syndicate of secured lenders led by BNP Paribas. NRF used a team led by its London and Paris offices. Global head of aviation Duncan Batchelor advised, with additional local law input from the Luxembourg, New York and Singapore offices. Weil Gotshal used a London and New York team. Dillon Eustace advised on Irish law issues. London-based partners James Cameron and Karen McMaster led Milbank's input, with support from a number of associates. About Nordic Aviation Capital Nordic Aviation Capital is the leading regional aircraft lessor serving almost 70 airlines in approximately 45 countries. Its fleet of 475 aircraft includes ATR 42, ATR 72, De Havilland Dash 8, Mitsubishi CRJ900/1000, Airbus A220 and Embraer E-Jet family aircraft. On Dec. 17, 2021, Nordic Aviation Capital Pte. Ltd., NAC Aviation 17 Limited, NAC Aviation 20 Limited, and Nordic Aviation Capital A/S each filed petitions seeking relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va.). On Dec. 19, 2021, Nordic Aviation Capital Designated Activity Company and 112 affiliated companies also filed petitions seeking Chapter 11 relief. The lead case is In re Nordic Aviation Capital Designated Activity Company (Bankr. E.D. Va. Lead Case No. 21-33693). Judge Kevin R. Huennekens oversees the cases. The Debtors tapped Kirkland & Ellis and Kutak Rock, LLP as bankruptcy counsel and the law firms of Clifford Chance, LLP, William Fry, LLP and Gorrissen Federspiel as corporate counsels. N.M. Rothschild & Sons Limited, Ernst & Young, LLP and PricewaterhouseCoopers, LLP serve as the Debtors' financial advisor, restructuring advisor and tax advisor, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. NORTHERN ENERGY: Court OKs Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey in Newark authorized Northern Energy Solutions, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor requires immediate authority to use cash collateral in order to continue its business operations without interruption toward the objective of formulating an effective plan of reorganization. The U.S. Small Business Administration has asserted a secured claim against the Debtor in the approximate amount of $475,000 as of the Petition Date. The Court order acknowledges that the Secured Creditor holds or may hold a properly perfected lien on the Debtor's personal property (including proceeds) at the commencement of the case, including the Debtor's accounts, inventory and other collateral which is or may result in cash collateral. The Debtor is permitted, for the periods and in accordance with the cash collateral budget, to use cash collateral up to the aggregate amount of $62,681, for these purposes: a. maintenance and preservation of its assets; b. the continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs; c. the completion of work-in-process; and d. the purchase of replacement inventory. As adequate protection for use of cash collateral, the Secured Creditor is granted a replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the Secured Creditor's cash collateral is used by the Debtor, to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that the Secured Creditor held in the Debtor's pre-petition collateral. The replacement lien and security interest granted is automatically deemed perfected upon entry of the Order without the necessity of the Secured Creditor taking possession, filing financing statements, mortgages or other documents. Within 14 days of the entry of the Order, the Debtor will provide monthly periodic adequate protection payments to Secured Creditor in the amount of $1,450, and monthly accountings to the Secured Creditor setting forth the cash receipts and disbursements made by the Debtor under the Order. A final hearing on the matter is scheduled for July 7, 2022, at 11 a.m. A copy of the order is available at https://bit.ly/3zuQWvq from PacerMonitor.com. About Northern Energy Solutions, LLC Northern Energy Solutions, LLC operates an electrical installation, management and maintenance business located at 79 4th Avenue, Hawthorne, New Jersey 07506. Northern Energy Solutions does not own the real property. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 22-14449) on June 3, 2022. In the petition filed by Evangelo G. Petropoulos, owner and president, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Stacey L. Meisel oversees the case. Brian G. Hannon, Esq., at Norgaard, O'Boyle & Hannon is the Debtor's counsel. NRP LEASE: July 19 Disclosure Statement Hearing Set --------------------------------------------------- Judge Jerry A. Funk has entered an order within which July 19, 2022 at 11:30 AM, in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida is the hearing to consider and rule on the disclosure statement of NRP Lease Holdings, LLC. In addition, objection to the proposed disclosure statement shall be filed and served 7 days before the hearing date. A copy of the order dated June 7, 2022, is available at https://bit.ly/3HbYYeH from PacerMonitor.com at no charge. Attorneys for the Debtors: Richard R. Thames, Esq. Thames Markey & Heekin, P.A. 50 North Laura Street, Suite 1600 Jacksonville, FL 32202 Phone: (904) 358-4000 E-mail: rrt@tmhlaw.net About NRP Lease Holdings NRP Lease Holdings, LLC, and its debtor-affiliates are privately held companies based in Jacksonville Beach, Florida. NRP Lease Holdings and its affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-04607) on Dec. 5, 2019. The petition was signed by Henry P. Woodburn III, manager. At the time of filing, NRP Lease and Adventure Holdings each estimated $50,000 in assets and $1 million to $10 million in liabilities. Richard R. Thames, Esq. at THAMES MARKEY & HEEKIN, P.A., is serving as counsel to the Debtors. NXT ENERGY: All Four Proposals Passed at Annual Meeting ------------------------------------------------------- NXT Energy Solutions Inc. held its Annual Meeting of Stockholders at which the stockholders: (1) elected incumbent directors George Liszicasz, Charles Selby, John Tilson, Thomas E. Valentine, Bruce G. Wilcox, Frank Ingrisellim, and Gerry Sheehan to the Company's Board of Directors to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed; (2) approved the reappointment of KPMG LLP as the auditor of the Company for the next year at a remuneration to be determined by the Board of Directors; (3) approved the Company's Stock Option Plan for an additional three years; and (4) approved the Company's Deferred Share Unit Plan for an additional three years. About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions Inc. provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$3.12 million for the year ended Dec. 31, 2021, compared to a net loss and comprehensive loss of $6.03 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had C$19.66 million in total assets, C$3.31 million in total liabilities, and C$16.35 million in shareholders' equity. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position are not expected to be sufficient to meet its obligations that raises substantial doubt about its ability to continue as a going concern. OAKVIEW FARMS: Hits Chapter 11 Bankruptcy ----------------------------------------- Oakview Farms, LLC, filed for chapter 11 protection in the Southern District of Texas, without stating a reason. According to court filing, Oakview Farms LLC estimates between 1 and 49 unsecured creditors. The bare-bones petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 12, 2022 at 2:00 PM at US Trustee Houston Teleconference. Proofs of claims are due by Oct. 11, 2022. About Oakview Farms Oakview Farms, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31588) on June 7, 2022. In the petition filed by Travis Hudson, president and manager of The Texas Mortgage, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Honorable Bankruptcy Judge Eduardo V Rodriguez. Susan Tran Adams, of Tran Singh LLP, is the Debtor's counsel. PANBELA THERAPEUTICS: All Four Proposals Passed at Annual Meeting ----------------------------------------------------------------- Panbela Therapeutics, Inc. held an annual meeting of stockholders on June 8, 2022, at which the stockholders: (1) elected Arthur J. Fratamico and Jeffrey S. Mathiesen to serve as directors for a three-year term ending at the annual meeting of stockholders to be held in 2025; (2) ratified the selection of Cherry Bekaert LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2022; (3) approved, for purposes of complying with Nasdaq Listing Rule 5635(a), the issuance of shares of common stock as partial consideration for the Company's acquisition of Cancer Prevention Pharmaceuticals, Inc.; and (4) approved the adjournment of the annual meeting to a later date or dates if necessary to solicit additional proxies if there were insufficient votes at the time of the annual meeting to approve Proposal 3. Although Proposal 4 was approved, adjournment of the annual meeting was not necessary or appropriate because the Company's stockholders approved Proposal 3. Completion of the mergers and other transactions contemplated by the merger agreement is subject to customary closing conditions. Assuming such conditions are satisfied, a closing is expected to occur on or about June 15, 2022. In connection with the mergers, the Company will be renamed "Panbela Research, Inc." and will become a wholly owned subsidiary of Canary Merger Holdings, Inc., which will be renamed "Panbela Therapeutics, Inc." About Panbela Headquartered in Waconia, Minnesota, Panbela Therapeutics, Inc. -- www.Panbela.com -- is a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with cancer. Its product candidate, SBP-101, is a proprietary polyamine analogue designed to induce polyamine metabolic inhibition, a metabolic pathway of critical importance in multiple tumor types. Panbela reported a net loss of $10.13 million for the year ended Dec. 31, 2021, a net loss of $4.77 million for the year ended Dec. 31, 2020, and a net loss of $6.20 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $11.09 million in total assets, $4.51 million in total current liabilities, and $6.58 million in total stockholders' equity. Tampa, Florida-based Cherry Bekaert, the Company's auditor since 2014, issued a "going concern" qualification in its report date March 24, 2022, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. PEGASUS SERVICES: Seeks to Hire Adam Law as Bankruptcy Counsel -------------------------------------------------------------- Pegasus Services Group LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Adam Law Group, P.A. as its general counsel. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the Local Rules of this Court; c. prepare motions, pleadings, orders, applications, disclosure statements, plans of reorganization, commence adversary proceedings, and prepare other such legal documents necessary in the administration of this case; d. protect the interest of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiations with its creditors and in preparation of the disclosure statement and plan of reorganization. The firm received a retainer in the amount of $8,162. As disclosed in court filings, Adam Law Group does not have interests adverse to the Debtor or the estate in any of the matters upon which it is to be engaged. The firm can be reached through: Thomas C. Adam, Esq. Adam Law Group, P.A. 326 N. Broad St. #208 Jacksonville, FL 32202 Phone: (904) 329-7249 Fax: (904) 615-6561 Email: tadam@adamlawgroup.com About Pegasus Services Group Pegasus Services Group LLC -- http://www.pegasussupport.com/-- belongs to the Defense and Space Manufacturing. It provides Facilities Operations & Maintenance (O&M) and Logistics Support Services to a wide range of Government customers. It is based in Woodstock, GA and provides services nationwide. Pegasus Services Group sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01043) on May 23, 2022. In the petition filed by CRO Neil Metzger, Pegasus Services Group estimated assets up to $50,000 and estimated liabilities between $100,000 and $500,000. Thomas C Adam, of Adam Law Group, P.A., is the Debtor's counsel. PETCO HEALTH: S&P Upgrades ICR to 'B+', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on San Diego, Calif.-based Petco Health and Wellness Co. Inc. to 'B+' from 'B', reflecting its expectation that it will maintain this good operating performance. S&P said, "We also raised our rating on the company's term loan to 'B+' from 'B', concurrent with the higher issuer credit rating; the '3' recovery rating is unchanged and indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. "The stable outlook reflects our expectation for sustained improved operating performance and good free operating cash flow (FOCF) generation, translating to leverage in the low 4x area in 2022. "The upgrade reflects our view that Petco will continue to maintain a good market position given the prolonged, elevated pet adoption environment since the pandemic, and we expect the company will build on this recent good performance. Pet ownership has increased since the start of the COVID-19 pandemic. This has contributed to solid sales growth for Petco in 2021 and through the first quarter of 2022. The company reported a comparable sales increase of 5.1% in the first quarter, driven by continued strong demand and growth in the services business. We believe that the industry tailwinds will continue through 2022, albeit at a lower rate, as sales of hard goods and specialty merchandise (such as leashes and pet beds) moderate in an uncertain consumer spending environment. However, we believe secular changes in customers' attitude toward their pets, such as an increasing willingness to spend more to improve their animals' living conditions, will support long-term growth for Petco. "We expect Petco will sustain debt to EBITDA in the low 4x area over the next 12 months. Following the successful IPO and refinancing in 2021, the company addressed its debt-maturity issues and improved their leverage through debt reduction from IPO proceeds. We forecast S&P Global Ratings-adjusted leverage in the low 4x area in 2022, reflecting modest top-line growth and offset by supply-chain and inflationary pressures on margins. Although the company is still majority-owned by financial sponsor CVC Capital Partners Advisory and Canada Pension Plan, we believe public minority interest ownership could limit a re-leveraging event, such as debt issuance for dividends or shareholder returns. Our assessment incorporates our view of the financial policies of most financial sponsor-owned companies, which focus on generating investment returns over short time horizons and typically operate with high debt. "Petco's business initiatives should mitigate competitive threats in the highly fragmented and competitive pet retail industry. We believe Petco's leading position in pet supply retail could be challenged by increased penetration from e-commerce retailers and a potential disruption from traditional mass retailers (given they have strengthened their merchandise offerings to include premium products previously sold primarily through specialty retailers). However, Petco has made progress in its business-transformation initiatives, which should help defend against imminent market threats. Petco's digital business continues to grow and was up 11% in the first quarter of 2022 compared to the same period in 2021. The growth in digital business drives higher customer retention rates and recurring revenue. We believe Petco's initiatives--such as leveraging its brick-and-mortar stores as mini distribution centers (to supplement its omni-channel operations) and its commitment to offer healthy food and general merchandise--should drive foot traffic. In our view, Petco's expansion in the pet health care area will help the company navigate changes in the competitive landscape in the medium to long term." The stable outlook reflects our expectation for sustained operating performance and good free operating cash flow (FOCF) generation translating to leverage in the low 4x area in 2022. S&P could take a negative rating action if: -- Operating performance deteriorated significantly. This could occur if increased competition and a weaker macroeconomic environment led to significantly negative trends in same-store sales; and -- The company pursues a more aggressive financial policy leading to leverage sustained above 5x. S&P could raise its rating on Petco if: -- The company's operating performance is consistent with our expectations; and -- S&P expects the sponsor to exit its investment in the company or reduce its ownership position to less than 40%; and -- S&P expects S&P Global Ratings-adjusted leverage to be maintained below 4x. E-2, S-2, G-2 PHOENIX OF ALBANY: Owner Blum Files Suit Against Albany County -------------------------------------------------------------- Steve Hughes of Times Union reports that Central Warehouse owner, Evan Blum, has filed a federal lawsuit against Albany County, NY. The Central Warehouse owner recently filed a $1.5 million federal lawsuit against the county, claiming his due process rights were violated. It is the second lawsuit Blum filed against the county this year alleging the county did not follow the proper steps as it tries to seize the 11-story warehouse through tax foreclosure earlier this year. Blum's attorney alleges that the county's finance director failed to file a certificate of reinstatement in the docket for the property as required under state law. That meant Blum was never properly notified the county was seeking to seize his property through the foreclosure proceeding, the lawsuit states. An attorney for the county said the county had not been served with the lawsuit as of Monday, June 6, 2022. Blum is seeking $500,000 in compensatory damages and $1 million in punitive damages. He has owned the property since August 2017 and owes more than $550,000 in past due property taxes. A hearing is set for August 2022. Blum also has a pending lawsuit filed in state Supreme Court in Albany that makes similar claims to his federal lawsuit that the county made procedural missteps as it sought to take over the property. If the county is successful in seizing the property from Blum it intends to transfer the building for $50,000 to CW Skyway, a redevelopment company controlled by Redburn Development and Columbia Development. The developers have a large-scale redevelopment planned that includes apartments, retail and commercial space. Full plans have not been released but they have said they intend to seek public financing to help assist with the project. In addition to two lawsuits, Blum has twice filed for bankruptcy in an attempt to maintain control of the property. His first bankruptcy filing ended after a judge refused to approve his proposed plan to pay off the property tax debts. A second bankruptcy filing was thrown out earlier this 2022. About Phoenix of Albany Phoenix of Albany, LLC is a limited liability company organized under the laws of the State of New York. Its sole member is Evan Blum. It owns real property and improvements at 143 Montgomery St., and adjacent lots in Albany, N.Y., commonly known as the "Central Warehouse". Phoenix owns no other assets and is not currently conducting any business. Phoenix of Albany filed a voluntary Chapter 11 petition (Bankr. N.D.N.Y. Case No. 21-10584) on June 10, 2021. Judge Robert E. Littlefield Jr. oversees the case. Justin A. Heller, Esq., at Nolan Heller Kauffman, LLP is the Debtor's legal counsel. POMMEL MEADOWS: Best Western Seabrook Files for Chapter 11 ---------------------------------------------------------- Pommel Meadows Hospitality, LLC, filed for chapter 11 protection in the Southern District of Texas. The Debtor operates a Best Western Plus Seabrook Suites located at 5755 Bayport Blvd., Seabrook, TX 77586. The hotel features 85 rooms with a restaurant on-site, complimentary breakfast, a cocktail lounge, an outdoor pool, and an exercise facility. The hotel is located 2.0 miles from the Kemah Boardwalk, 5.0 miles from the Johnson Space Center and 6.8 miles from the Pasadena Convention Center. The property was built in 2008. The Debtor acquired the property in 2018. The Debtor has 19 employees in the hotel. The Debtor has three principal secured creditors who may assert an interest in cash collateral: a. The Harris County taxing authorities are owed $89,000 for ad valorem taxes; b. DCR Mortgage 10 Sub 3, LLC holds two mortgages on the Debtor's real property located at 5755 Bayport Blvd., Seabrook, TX 77586 in the amount of roughly $5.2 million; and c. The U.S. Small Business Administration extended an EIDL loan in the amount of $500,000, which is secured by all the Debtor's property. The Debtor has faced cash-flow difficulties related to the effects of the Covid-19 pandemic. Consequences of this included the Debtor falling behind on certain obligations, the Debtor needing to enter into a forbearance agreement with DCR, and two of the Debtor's vendors obtaining judgments against the Debtor. In this regard, the Harris County Constable levied upon the Debtor's real property located at 5755 Bayport Blvd., Seabrook, TX 77586 and had scheduled an execution sale for June 7, 2022. The Debtor was not able to successfully reach agreements with its affected creditors and elected to file bankruptcy to deal with all its creditors in one forum, as opposed to allowing a sale to effectively shut down operations. According to court documents, Pommel Meadows Hospitality estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Pommel Meadows Hospitality Pommel Meadows Hospitality, LLC, operates a Best Western Plus known as Best Western Plus Seabrook Suites located at 5755 Bayport Blvd., Seabrook, TX 77586. Pommel Meadows Hospitality filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31579) on June 6, 2022. In the petition filed by Danish Khan, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million each. The case is assigned to Honorable Bankruptcy Judge Jeffrey P Norman. The Debtor tapped Stephen Wayne Sather of Barron Newburger, P.C., and Paul J. Hammer as its attorneys. PROFESSIONAL DIVERSITY: All 3 Proposals Passed at Annual Meeting ---------------------------------------------------------------- Professional Diversity Network, Inc. held its Annual Meeting of Stockholders at which the stockholders: (1) elected Michael Belsky, Xianfang (Scott) Liu, Grace Reyes, Courtney Shea, and Hao (Howard) Zhang as directors to serve until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualified; (2) voted to ratify the appointment of Ciro E. Adams, CPA, LLC as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2022; and (3) voted to ratify the compensation of the Company's named executive officers. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to recruit diverse employees. Its mission is to utilize the collective strength of its affiliate companies, members, partners and unique proprietary platform to be the standard in business diversity recruiting, networking and professional development for women, minorities, veterans, LGBT and disabled persons globally. Professional Diversity reported a net loss of $2.76 million for the year ended Dec. 31, 2021, a net loss of $4.35 million for the year ended Dec. 31, 2020, compared to a net loss of $3.84 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $8.15 million in total assets, $5.56 million in total liabilities, and $2.59 million in total stockholders' equity. Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor since 2018, in its report dated March 31, 2022, 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. PWM PROPERTY: Unsecureds be Paid in Full or be Reinstated --------------------------------------------------------- PWM Property Management LLC, and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Chapter 11 Plan of Reorganization dated June 9, 2022. The Debtors own premier commercial office towers located at: (a) 245 Park Avenue in New York City ("245 Park Avenue"); and (b) 181 West Madison Street in Chicago, Illinois ("181 West Madison," and, together with 245 Park Avenue, collectively, the "Properties"). A number of factors have contributed to the decline in the Park Avenue Debtors' earnings and liquidity, one of which is the COVID 19 pandemic, which has significantly impacted the global economy and the Debtors' businesses and made these Chapter 11 Cases a necessary step to maximize the value of the Debtors' estates. In light of these circumstances, on October 31, 2021, each of the Debtors filed a petition with the Bankruptcy Court under chapter 11 of the Bankruptcy Code to provide the Debtors with the opportunity to restructure their debt in an orderly and value maximizing manner under the auspices of a chapter 11 proceeding. Houlihan Lokey Capital, Inc.—at the direction of the Debtors' independent fiduciaries—commenced a comprehensive process to solicit sale, financing, and plan sponsor proposals for 245 Park Avenue and 181 West Madison. The overriding goal of that process is to maximize value (whatever the form of that value) for all stakeholders. The best way to maximize value is to schedule an auction where all potentially interested parties—including S.L. Green—can bid in an open, transparent manner. An auction will best maximize stakeholder value by providing a structured process and definitive Court-mandated timeline that will not place the Debtors' confirmation schedule and emergence from chapter 11 at risk. Class 6 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive at the option of the Park Avenue Plan Sponsor, either on or after the Effective Date: (i) payment in full in Cash of the unpaid portion of such Holder's General Unsecured Claim on the Effective Date or as soon thereafter as reasonably practicable (or if payment is not then due, payment shall be made in accordance with its terms in the ordinary course); (ii) Reinstatement of such Holder's Allowed General Unsecured Claim; or (iii) such other treatment rendering such Holder's Allowed General Unsecured Claim Unimpaired. The allowed unsecured claims total $5,935,644. This Class will receive a distribution of 100% of their allowed claims. Class 7 consists of Intercompany Claims. Each Intercompany Claim shall, at the option of the Park Avenue Plan Sponsor, either on or after the Effective Date, be: (i) Reinstated; (ii) set off, settled, distributed, contributed, cancelled, or released, without any distribution on account of such Claims; or (iii) otherwise treated as determined by the Park Avenue Plan Sponsor in its sole discretion. Class 8 consists of Intercompany Interests. Each Intercompany Interest shall, at the option of the Park Avenue Plan Sponsor, either on or after the Effective Date, be: (i) Reinstated; (ii) set off, settled, distributed, contributed, cancelled, or released, without any distribution on account of such Interests; or (iii) otherwise treated as determined by the Park Avenue Plan Sponsor in its sole discretion. The Park Avenue Plan Sponsor Cash Amount shall be used to fund the distributions to Holders of Allowed Claims against the Park Avenue Debtors in accordance with the treatment of such Claims and subject to the terms provided in the Plan. Except as to the Park Avenue Plan Sponsor Cash Amount, and unless otherwise agreed in writing by the Debtors and the Park Avenue Plan Sponsor, distributions required by the Plan shall be the sole responsibility of the Park Avenue Plan Sponsor to the extent such Claim is Allowed against the Park Avenue Debtors. Cash on hand of 181 West Madison Property LLC shall be used to fund the distributions to Holders of Allowed Claims against 181 West Madison Property LLC in accordance with the treatment of such Claims and subject to the terms provided in the Plan. A full-text copy of the Disclosure Statement dated June 09, 2022, is available at https://bit.ly/3NOljkP from Omni Agent Solutions, the claims agent. Counsel to the Debtors: Bojan Guzina, Esq. Jason N. Zakia, Esq. Gregory F. Pesce, Esq. White & Case, LLP 111 South Wacker Drive Suite 5100 Chicago, IL 60606-4302 Tel: (312) 881-5400 Fax: (312) 881-5450 Email: bojan.guzina@whitecase.com jzakia@whitecase.com gregory.pesce@whitecase.com -and- WHITE & CASE LLP Thomas E Lauria (admitted pro hac vice) Fan B. He (admitted pro hac vice) 200 South Biscayne Boulevard, Suite 4900 Miami, Florida 33131 Telephone: (305) 371-2700 Edmon L. Morton, Esq. Kenneth J. Enos, Esq. Allison S. Mielke, Esq. Young Conaway Stargatt & Taylor, LLP 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: emorton@ycst.com kenos@ycst.com amielke@ycst.com About PWM Property Management PWM Property Management LLC, et al., are primarily engaged in renting and leasing real estate properties. They own two premium office buildings, namely 245 Park Avenue in New York City, a prominent commercial real estate assets in Manhattan's prestigious Park Avenue office corridor, and 181 West Madison Street in Chicago, Illinois. On Oct. 31, 2021, PWM Property Management LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11445). PWM estimated assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing. The cases are pending before the Honorable Judge Mary F. Walrath and are being jointly administered for procedural purposes under Case No. 21-11445. The Debtors tapped White & Case LLP as restructuring counsel; Young Conaway Stargatt & Taylor, LLP as local counsel; and M3 Advisory Partners, LP as restructuring advisor. Omni Agent Solutions is the claims agent. QUANTUM CORP: Incurs $32.3 Million Net Loss in 2021 --------------------------------------------------- Quantum Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $32.28 million on $372.83 million of total revenue for the year ended March 31, 2022, compared to a net loss of $35.46 million on $349.58 million of total revenue for the year ended March 31, 2021. As of March 31, 2022, the Company had $201.64 million in total assets, $328.32 million in total liabilities, and a total stockholders' deficit of $126.68 million. The Company generated negative cash flows from operations of approximately $33.7 million, $0.8 million and $1.2 million for the fiscal years ended March 31, 2022, 2021 and 2020, respectively. The Company has funded operations through the sale of common stock, term debt borrowings, revolving credit facility borrowings and proceeds from the Paycheck Protection Program Loan. Quantum said, "Management believes that it has the ability to obtain additional debt or equity financing, if required, and has historically been able to do so. Management also believes that current working capital, borrowings available under the revolving credit facility and future equity financing (including the April 22, 2022 sale of 30 million shares of the Company's common stock for gross proceeds of $67.5 million) or debt financing will provide the Company with sufficient capital to fund operations for at least one year from the consolidated financial statement issuance date. There is no assurance that the Company would be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000709283/000070928322000019/qtm-20220331.htm About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com-- provides technology and services that stores and manages video and video-like data delivering streaming for video and rich media applications, along with low cost, high density massive-scale data protection and archive systems. The Company helps customers capture, create and share digital data and preserve and protect it for decades. REVLON INC: Reportedly Nearing Chapter 11 Filing ------------------------------------------------ As widely reported, Ron Perelman's Revlon is said to be preparing for a Chapter 11 bankruptcy filing. Lauren Coleman-Lochner and Katherine Doherty of Bloomberg News report that according to people with knowledge of the matter, cosmetics giant Revlon Inc. is preparing to file for Chapter 11 bankruptcy as early as this week as it battles supply chain problems and a heavy debt load. Revlon is talking with creditors and equity ownership of the firm is likely to change, one of Bloomberg's sources said. The Wall Street Journal also reported on Revlon's preparations for a Chapter 11 filing. It notes that a bankruptcy filing could end Mr. Perelman's control of Revlon. Distressed debt news provider Reorg first reported on the potential bankruptcy. Revlon's shares plunged 53%, the biggest one-day drop on record, on Friday to close at $2.05. According to Bloomberg News, New York-based Revlon, owned by billionaire Ron Perelman's MacAndrews & Forbes, struggled amid competition from Estée Lauder Cos. and a host of smaller companies using social media to lure customers. Sales had been declining years before the pandemic, which also hit the company hard. Revlon's chief executive officer Debra Perelman said in a May call to discuss quarterly results that demand for the company's products was strong, but "supply chain challenges are putting pressures on our ability to meet this demand" and inflation was denting margins. The company has more than $3 billion of long-term debt, and has narrowly averted multiple defaults by cutting debt deals with creditors. Its annual interest expense was nearly $248 million last year, and it reported $132 million of liquidity as of March 31. About Revlon Revlon, Inc., manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products. Revlon has more than 15 brands, including Elizabeth Arden and Elizabeth Taylor, which it markets in nearly 150 countries. Revlon, Inc., conducts its business exclusively through its direct wholly-owned operating subsidiary, Revlon Consumer Products Corporation, and its subsidiaries. Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated, a corporation beneficially owned by Ronald O. Perelman. Revlon reported a net loss of $206.9 million for the year ended Dec. 31, 2021, a net loss of $619 million for the year ended Dec. 31, 2020, and a net loss of $157.7 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, Revlon had $2.43 billion in total assets, $787.6 million in total current liabilities, $3.30 billion in long-term debt, $147.3 million in long-term pension and other post-retirement plan liabilities, $206.2 million in other long-term liabilities, and a total stockholders' deficiency of $2.01 billion. RIDER HOTEL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Rider Hotel, LLC 500 West Florida Street Milwaukee, WI 53204 Business Description: Rider Hotel, LLC is part of the traveler accommodation industry. Chapter 11 Petition Date: June 9, 2022 Court: United States Bankruptcy Court District of Delaware Case No.: 22-10522 Judge: Hon. John T. Dorsey Debtor's Counsel: Mark Minuti, Esq. SAUL EWING ARNSTEIN & LEHR LLP 1201 N. Market Street, Suite 2300 Wilmington, DE 19801 Tel: 302-421-6800 Email: mark.minuti@saul.com Debtor's Financial Advisor: RILEY FINANCIAL, INC. Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Timothy J. Dixon as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YDPYLLA/Rider_Hotel_LLC__debke-22-10522__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Florida Lofts, LLC Contract Claim Unknown 122 W Washington Ave., Suite 350 Madison, WI 53703 Tel: 414-271-7100 C.J. Krawczyk - cjk@kravitlaw.com Stuart J. Check - sjc@kravitlaw.com 2. U.S. Small Business Administration EIDL Loan $2,000,000 Office of Disaster Assistance 14925 Kingsport Road Fort Worth, TX 76155 Tel: 833-853-5638 3. Arnall Golden Gregory LLP Professional $234,347 171 17th Street, NW Suite 2100 Services Atlanta, GA 30363 Tel: 404-873-8500 Email: info@agg.com 4. ABM Parking Services Contract $262,594 PO Box 74008829 Chicago, IL 60674 Tel: 414-269-7749 5. Cade Law Group LLC Professional $56,000 PO Box 170887 Services Milwaukee, WI 53217 Nathaniel Cade Jr. Tel: 414-225-3802 Email: nate@cade-law.com 6. Wegner CPAs LLP Professional $46,368 PO Box 150 Services Baraboo, WI 53913 Tel: 608-356-3966 Email: info@wegnercpas.com 7. Clark Hill PLC Professional $38,887 PO Box 3760 Services Pittsburgh, PA 15230 Tel: 312-985-5900 8. Dornbrook Construction Inc. Services $38,560 N91 W20980 Hillview Drive Menomonee Falls WI 53051 Lawrence Brinkman Tel: 414-333-0642 Email: brinkman.lawrence@gmail.com 9. FE Equus LLC Services $33,374 W6609 Pine Hill Trail Cascade WI 53011 Timothy J. Dixon Email: tim@feequus.com 10. Employers Assurance Company Contract $32,080 10375 Professional Circle Reno NV 89521 Tel: 888-682-6671 Email: customersupport@employers.com 11. Terry & Nudo LLC Services $6,260 4003 80th St Kenosha, WI 53142 Tel: 262-842-2338 Email: info@lawmidwest.com 12. Just Mechanical Services $6,260 16200 W Glendale Dr New Berlin WI 53151 Tel: 262-886-2365 Email: gregjustmechanical@gmail.com 13. Badger Liquor Wine and Spirits Supplies $5,271 PO Box 1137 Fond Du Lac WI 54936 Tel: 414-548-2060 Email: shensel@badgerliquor.com 14. Sysco Eastern Wisconsin LLC Supplies $3,822 One Sysco Drive Jackson WI 53037 Tel: 262-677-1100 15. Coakley Brothers Company Goods $3,730 400 South Fifth Street Milwaukee WI 53204 Tel: 866-478-1645 Email: arbc@coakleybrothers.com 16. JR's Fabrication @ Welding Services $3,692 19167 W Main Street Lannon WI 53046 Warren Heir Tel: 715-342-0300 Email: chprs4life@hotmail.com 17. Guest Supply Supplies $3,171 PO Box 6771 Sommerset NJ 08875 Tel: 732-868-2200 Email: info@guestworldwide.com 18. Fortune Wisconsin LLC Services $2,888 PO Box 288 Windsor WI 53598 Tel: 608-846-1160 Email: tech@fortunefishco.net 19. Alan Di Leo Services $2,651 12418 Piazzo Street Las Vegas NV 89141 Email: adileo@theironhorsehotel.com 20. WMarchese Inc. Goods $2,528 600 S Jake Marchese Way Milwaukee WI 53204 Tel: 414-289-0995 Email: info@vmarchese.com RIOT BLOCKCHAIN: CFO to Retire in August ---------------------------------------- Riot Blockchain, Inc. announced that, after a twenty year tenure with the Company, Jeff McGonegal will retire from his position as chief financial officer and move into a new role as senior advisor to Riot as of Aug. 15, 2022. Colin Yee, currently head of corporate and financial operations, has been selected by the Company's Board of Directors to succeed Mr. McGonegal as CFO as of Aug. 15, 2022, in accordance with Riot's succession planning process. Mr. McGonegal is expected to remain employed by the Company through the term of his employment agreement ending Feb. 7, 2023 to ensure a smooth transition. At the end of his employment term, Mr. McGonegal and Riot expect to enter into a consulting agreement where he will continue supporting the Company's strategic growth and operations. Mr. Yee joined Riot as head of corporate and financial operations in April 2022. He is currently responsible for the overall coordination and scalability of the Company's corporate and financial functions, including risk management, information technology, human resources and financial planning. Mr. Yee is an experienced business partner and team builder, having successfully grown businesses by working collaboratively to implement key processes, reporting tools and internal controls. Prior to joining Riot, Mr. Yee was the CFO of a mid-market private equity firm specializing in renewable energy and infrastructure, the CFO of a publicly traded real estate company in Canada, and most recently, the COO and CFO of a family office with controlling interests in companies focused on construction and geothermal systems. He is a Chartered Professional Accountant and holds Bachelor of Science and Bachelor of Commerce degrees from the University of Calgary. Riot also announced that Ryan Werner, formerly vice president, finance, has been promoted to senior vice president and chief accounting officer of the Company. Mr. Werner is a career financial professional, serving in leadership positions at UDR Inc., a S&P 500 multifamily real estate investment trust, and in the audit practice of Ernst and Young, specializing in publicly traded companies. He is a Certified Public Accountant and holds a Master of Accounting & Information Systems degree and a Bachelor of Science in Accounting & Business Administration degree, both from the University of Kansas. "Jeff McGonegal is our longest-serving employee and has contributed greatly to the Company over the years," said Jason Les, CEO of Riot. "He has served as a mentor to our entire executive team, and has been a critical part of our transformative growth. We are pleased that he will remain a Senior Advisor to the Company to ensure a smooth and orderly transition, and continue to be a part of our team. We are also pleased that Riot's current operational momentum will continue unabated as Colin Yee steps in as our new CFO to help the Company achieve and exceed its strategic goals." About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. The Company is expanding and upgrading its mining operations by securing the most energy efficient miners currently available. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility operates out of upstate New York, under a co-location hosting agreement with Coinmint. Riot Blockchain reported a net loss of $7.93 million for the year ended Dec. 31, 2021, a net loss of $12.67 million for the year ended Dec. 31, 2020, a net loss of $20.30 million for the year ended Dec. 31, 2019, and a net loss of $60.21 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $1.55 billion in total assets, $162.07 million in total liabilities, and $1.38 billion in total stockholders' equity. RUDRA INVESTMENTS: June 15 Hearing on Continued Cash Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, authorized Rudra Investments, LLC to use cash collateral, in which the secured creditor Channel Partner Capital LLC, has or claims a lien or security interest, on an interim basis in accordance with the budget, with a 10% variance, through the date of any continued hearing. The continued hearing is scheduled for June 15, 2022 at 10:30 a.m. As previously reported by the Troubled Company Reporter, CPIF California LLC, Access Point Financial, Ascentium Capital, and the United States Small Business Administration assert an interest in the Debtor's cash collateral. The Court said the Secured Creditors will receive a lien and security interest consistent with the terms of their respective loan documents and security agreements in all of the Debtor's assets acquired after the Petition Date as adequate protection, provided that the Replacement Lien will have the same validity, enforceability and priority as it had prior to the Petition Date. As further adequate protection, the Debtor is authorized to make payments to CPIF California, LLC of $30,000 per month on an interim basis, and $15,000 to Access Point Financial or its successor. CPIF does not concede that the $30,000 payment is adequate for reasons set forth in its objection and on the record. CPIF and the Debtor are in discussions concerning the matter. The Debtor will also provide weekly reporting to CPIF and Access Financial of its actual occupancy rate and average daily room rates. A copy of the order is available at https://bit.ly/3ttkaXC from PacerMonitor.com. About Rudra Investments, LLC Rudra Investments, LLC owns and operates a 98-room hotel in Santa Rosa, California dba Holiday Inn Express Santa Rosa. The Hotel operates under a license agreement with Holiday Inn Express. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-30275) on June 1, 2022. In the petition signed by Hitesh Patel, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Stephen D. Finestone, Esq., at Finestone Hayes LLP is the Debtor's counsel. RVR GENERAL: Future Disposable Income to Fund Plan -------------------------------------------------- RVR General Construction, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Chapter 11 Plan of Reorganization under Subchapter V dated June 9, 2022. The Debtor is a licensed California Contractor that works primarily in framing. The only significant single asset is a piece of equipment (a Manitou rotating forklift) that is financed and secures a debt essentially equal to the value of the machinery. This plan will enable the Debtor to pay its obligations as much as possible over a 36- month plan, and continues beyond that point to allow for the payment of the nondischargeable debt on a dynamic payment arrangement whereby the payments increase as the income of the Debtor increases, and declines if the revenue declines somewhat like a royalty arrangement. This is a reorganization plan. In other words, the Proponent seeks to accomplish payments under the Plan by restructuring the financial affairs of the Debtor and paying the creditors with post-petition earnings derived from revenue earned by the Debtor. The Effective Date of the proposed Plan is fifteen (15) days after entry of the order confirming the plan. Class 2 consists of the Secured claim of PNC Equipment Finance, LLC. The amount of the allowed secured claim of PNC Equipment Finance, LLC (hereinafter "PNC") secured by the First Lien on the Manitou Forklift shall be in the amount of $266,233.80 (hereinafter the "PNC Claim"). The PNC Claim will be paid on the terms currently existing between the parties, without modification, except that in addition to payment of the PNC Claim, PNC will also receive an immediate payment of $500 on the Effective Date. Class 4 consists of General Unsecured Claims. Class 4 consists of only one creditor—Ford Motor Credit Company, LLC, with a claim of $4,047.45. Class 4 consists of only one creditor—Ford Motor Credit Company, LLC, with a claim of $4,047.45. The Class 4 claim shall be paid as follows: All documents relating to the indebtedness owing to the Class 4 Creditor shall remain in full force and effect in accordance with their express written terms. As such, Class 4 shall remain entirely unimpaired, except that if, and only if, Class 4 votes in favor of confirming the Plan, Class 4 will also be paid an additional $250 within 30 days of the Effective Date. Class 5 Potentially Nondischargeable Obligations consisting of fines and/or penalties owed to Government Agency. There is one claim filed in the case by the California Department of Industrial Relations/Labor Commissioner, Claim Number 4 on the Docket for the case, that is potentially non-dischargeable. The filed claim is for the amount of $7,600,650.52. The amount of the claim is disputed by the Debtor and will likely be addressed by a claim objection, but this claim could potentially result in the Debtor having a non-dischargeable obligation in the full amount of the filed claim. The Class 5 treatment is dynamic, meaning that it adjusts to amount equal to 10% of the Debtor's Total Income. As such, payment to Class 5 is very much like a royalty payments: in those years where the Debtor's Total Income increases, the payments to Class 5 increase as well; in years where the Debtor's Total Income decreases, the payments to Class 5 will decrease. The payments for each year shall be based upon the Debtors Total Income from the prior year's Federal Tax Return, except for Year 1 which is provided for directly hereinafter within the treatment for Class 5. Class 7 consists of Interest Holders. In this proceeding, the Debtor is a corporation and therefore the interest holders are the shareholders. There is one interest holder of the Debtor -- Rafael Rivas. The funding of the Plan will be accomplished through available cash on the Effective Date of the Plan and future disposable income obtained through the Debtor's business operations. The Debtor projects a gross annual income from its business operations in the amount of $2,121,733 for each year of the plan. The income projection was calculated by using the average for gross sales of the Debtor from years 2020 and 2021 as shown on its federal tax return. The gross sales reported on the Debtor's 2020 federal tax return was $1,810,876 and the gross sales from 2021 reported on the Debtor's 2021 tax return was $2,432,590. By averaging these two numbers, the Debtor in good faith calculates an average gross sales of $2,121,733 while performing under the plan. A full-text copy of the Subchapter V Plan dated June 09, 2022, is available at https://bit.ly/3MGjl4v from PacerMonitor.com at no charge. Debtor's Counsel: Michael Jones, Esq. M. Jones and Associates, PC 505 N Tustin Ave, Suite 105 Santa Ana, CA 92705 Tel.: (714) 795-2346 Fax: (888) 341-5213 Email: mike@MJonesOC.com About RVR General RVR General Construction, Inc., is a foundation, structure and building exterior contractor in Fontana, California. RVR General Construction filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10891) on March 12, 2022, listing $1,253,217 in assets and $4,584,498 in liabilities. Caroline Djang serves as Subchapter V trustee. Judge Magdalena Reyes Bordeaux oversees the case. The Debtor tapped M. Jones & Associates, PC, as legal counsel. SALINE LODGING: Unsecureds to Get Nothing in Creditor's Plan ------------------------------------------------------------ Creditor, Your Enterprise Solutions, LLC ("YES"), filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Liquidating Combined Plan and Disclosure Statement dated June 7, 2022. The Debtor is a Michigan corporation formed on February 4, 2017. The Debtor is the corporate structure for a company in Saline, Michigan that began with the concept of a hotel and restaurant at 1250 E. Michigan Ave., Saline, Michigan. The Debtor filed the Chapter 11 with the intent and purpose to secure lending and/or investment to continue and complete the construction of the hotel and start operations and maintain a reorganized corporate structure of Saline Lodging Group, LLC. Debtor has been unable to secure post-petition lending or investment required to complete the hotel and reorganize the Debtor. This Plan provides for transfer of the Debtor's assets, including but not limited to, the real property and hotel project at 1250 E. Michigan Ave., Saline, Michigan ("the Property") to YES in satisfaction of YES's secured claim. In exchange, YES and/or its assignees shall make a $25,000.00 payment to the Debtor for application to administrative claims under Class 1 and shall pay or escrow funds for payment of superior lien claims in Classes 2 and 3. Class 3 consists of claims of holders of construction liens which statutorily attached to the Property at 1250 E. Michigan Ave., Saline, Michigan in the aggregate amount of $579,089.70. * The claim of Chelsea Lumber Company in the sum of $75,789.00 shall be paid in full by YES or its assignee on or before the Effective Date. * The lien claims of Hoffman Plastering, LLC, in the sum of $115,040.00 and Quality Roofing, Inc., in the sum of $53,136.70 were acquired pre-petition by YES and may be paid in full as and when YES may deem appropriate. * The lien claim of Tri-County Electric Company of Washtenaw County ("TriCounty"), is asserted in the sum of $335,124.00. That claim is disputed and an objection to that claim is pending. There is also pending Adversary Proceeding, Case No. 22-04037, by YES against Tri-County challenging the claim. The Allowed Claim shall be paid in full on the later of (i) the Effective Date, (ii) 10 days after the entry of a Final Order determining the Allowed Claim of Tri-County, or (iii) such date as YES and Tri-County provide in an agreement between them as to the amount of such claim. Class 4 consists of a third priority secured claim of YES in the sum of $4,311,382. The Debtor has valued its assets at approximately $2,720,000 based on an October 2020 appraisal. Based on that valuation, YES holds a secured claim of $2,011,009 and an unsecured claim of approximately $2,300,000. On or before the Effective Date, at such time as YES tenders or has tendered (i) payment to the Debtor of the $25,000 provided for treatment of Class 1 and (ii) payments as required under Classes 2 and 3 above, the Debtor shall deliver to YES or its assignee a deed in lieu of foreclosure to the Property and such other bills of sale and /or assignment documents as YES may reasonably request to convey all such property of the Debtor as YES may request. Such transfers of title to YES shall be in full satisfaction of YES' secured claim, but YES shall retain its unsecured claim. Class 4 Claimant YES' secured claim is impaired and it is entitled to vote. Class 5 consists of a fourth priority secured claim, subordinate to the claims of property taxes in Class 2, construction lien claims in Class 3, and YES in Class 4. William Long holds a mortgage against the Property to secure an obligation in the original amount of $460,000. Superior claims total approximately $5,020,000. There will be NO PAYMENT on account of the Class 5 claim. The lien of the Class 5 creditor on the Property shall be discharged on or before the date upon which YES makes the payments required above for the treatment of the Claims of Classes 1, 2 and 3. Class 6 consists of the claims of all unsecured creditors, including under-secured creditors, if and when allowed. The information disclosed by the debtor lists these as totaling $877,863, in addition to YES' unsecured claim estimated to be $2,300,000, for a grand total of approximately $3,177,863. The holders of allowed Class 6 claims will receive NO PAYMENT on account of their claims. Class 6 Claimants are impaired and are entitled to vote. Class 7 consists of the Members of Saline Lodging Group. The membership (equity) interests of the Debtor shall be cancelled and the members shall receive NO PAYMENT on account of their interests. This class is impaired and the members of the Debtor are entitled to vote. A full-text copy of the Creditor's Disclosure Statement dated June 07, 2022, is available at https://bit.ly/3O25uGU from PacerMonitor.com at no charge. Attorneys for Your Enterprise: FINKEL WHITEFIELD FELDMAN Geoffrey L. Silverman (P34011) Melinda B. Oviatt (P56101) 32300 Northwestern Highway, Suite 200 Farmington Hills, Michigan 248-855-6500 gsilverman@fwf-law.com moviatt@fwf-law.com About Saline Lodging Group Saline, Mich.-based Saline Lodging Group is a Michigan corporation formed on February 4, 2017, to own and run a hotel and restaurant at 1250 E. Michigan Ave., Saline, Michigan. The hotel and restaurant is a three story, 63-room hotel, with 40 double queen suites, 10 king room suites, and three long-term suites. Saline Lodging Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-47210) on Sept. 6, 2021, listing as much as $10 million in both assets and liabilities. Judge Maria L. Oxholm presides over the case. Donald Darnell, Esq., at Darnell Law Office represents the Debtor as legal counsel. SANITYDESK INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: SanityDesk, Inc. 501 Congress Ave. Suite 150 Austin, TX 78701 Business Description: The Debtor provides computer systems design and related services. Chapter 11 Petition Date: June 10, 2022 Court: United States Bankruptcy Court District of Delaware Case No.: 22-10527 Debtor's Counsel: Michael Busenkell, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 1201 N. Orange Street Suite 300 Wilmington, DE 19801 Tel: 302-425-5812 Fax: 302-425-5814 E-mail: mbusenkell@gsbblaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Zollner, interim CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YXAJN4I/SanityDesk_Inc__debke-22-10527__0001.0.pdf?mcid=tGE4TAMA SCHULTE PROPERTIES: Disclosures Inadequate, Fifth Third Says ------------------------------------------------------------ Fifth Third Mortgage Company, secured creditor of Schulte Properties, LLC ("SPLLC") and Melani Schulte, object to approval of Schulte Properties LLC's Amended Chapter 11 Disclosure Statement and confirmation of Amended Chapter 11 Plan. Fifth Third notes that as the Court is aware, the Debtor confirmed a Chapter 11 Plan in the First Case in 2011. Thereafter, the Debtor defaulted under the terms of the First Plan, prompting many creditors to exercise appropriate default remedies under state law. A t the onset of the instant Bankruptcy Case, Debtor alleged it did not intend to modify the terms of the First Plan from the First Case. Rather, Debtor alleged it filed the instant Bankruptcy Case to enforce compliance with the First Plan and determine the amounts owed on each secured claim. Three years later, the Debtor has done little to nothing to determine the amounts owed on each claim, or move this case towards a successful reorganization. The current Plan now proposes to drastically alter the terms of the First Plan by modifying the principal balances, interest rates, loan terms, payment amounts, payment frequency, maturity dates, escrow provisions, default provisions, and other material terms. At the same time, Debtor alleges the amounts listed in the Plan are merely "estimates" as Debtor intends to file Claim Objections to determine the claim amounts at some time after the Effective Date of the Plan. Although the Debtor has had three years to file timely claim objections, Debtor now proposes to prolong the claim issues until after confirmation of the Plan. Accordingly, Creditor has no method for determining the amount of its Claim or how the Claim will be treated post-confirmation to allow Creditor to make an informed decision to accept or reject the Plan. As a result, the Disclosure Statement contains inadequate information, according to Fifth Third. Further, the Plan and Disclosure Statement contain conflicting and inaccurate information, Fifth Third points out. While the Debtor suggests the First Plan from the First Case will continue to bind creditors, the current Plan contains inconsistent and confusing statements suggesting otherwise. The treatment of the Claim is unclear and the amount of the Claim listed in the Plan is grossly understated. Although the Debtor alleges all properties contain equity and secured claims will be paid in full, the Plan proposes to reduce the principal balances and zero out all prior defaults under the First Plan. In addition, the Plan requires the Parties to execute (i) a new Promissory Note in the form proposed by the Debtor; (ii) a new Deed of Trust in the form proposed by the Debtor; and (iii) a new Bi-Weekly Payment Rider (See Plan, Exhibits 1-3). Creditor asserts the proposed documents lack adequate information, fail to include protective provisions from the original loan documents, contain conflicting information from the Plan and Disclosure Statement, and fail to comply with applicable law governing uniform promissory notes and security agreements. Finally, the Disclosure Statement fails to include cash flow analysis, budget, history of income/expenses, projected income/expenses, rent rolls, feasibility analysis, or a discussion of the Debtor's prior defaults under the Confirmed Plan from the First Case. In sum, the Plan and Disclosure Statement contain inaccurate, incomplete, and contradictory statements. The Plan terms are unclear, making compliance impossible. Rather than proposing a clear and concise Plan of reorganization, the current Plan creates further confusion and ambiguity, which will only fuel allegations of non-compliance and litigation for years to come. Based on the foregoing, the Disclosure Statement contains inadequate information. The Plan is patently unconfirmable and approval of the Disclosure Statement must be denied, Fifth Third tells the Court. Attorney for Creditor Fifth Third Mortgage Company: Eddie R. Jimenez, Esq. ALDRIDGE PITE, LLP 7220 South Cimarron Road, Suite 140 Las Vegas, NV 89113 Telephone: (858) 750-7600 Facsimile: (619) 590-1385 E-mail: ejimenez@aldridgepite.com Mailing Address: 4375 Jutland Drive, Suite 200, P.O. Box 17933 San Diego, California 92177-0933 About Schulte Properties Schulte Properties, LLC, is the fee simple owner of various real properties in Las Vegas and Henderson, Nev. The Debtor first sought protection from creditors (Bankr. D. Nev. Case No. 17-12883) on May 31, 2017. Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. Judge Laurel E. Babero oversees the case. In the petition signed by Melani Schulte, managing member, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as its bankruptcy counsel and Matthew Carlyon, Esq., an attorney practicing in Chicago, as its special litigation counsel. SCHULTE PROPERTIES: Disclosures Inadequate, Wells Fargo Says ------------------------------------------------------------ Wells Fargo Bank, N.A., a secured creditor of Schulte Properties, LLC, objects to Debtor's the Disclosure Statement to Accompany Plan of Reorganization filed by Debtor. While the Debtor's proposed Plan and pleadings filed in the instant Bankruptcy Case contain conclusory allegations against the creditor body as a whole, the Debtor has yet to file a single action, motion, or complaint against Wells Fargo. Nor has the Debtor objected to Wells Fargo's Proof of Claim related to the Splinter Rock Loan. The ongoing dispute between the creditor body and the Debtor has encompassed multiple bankruptcy cases spanning well over a decade, and unfortunately, the Debtor has yet to engage in or take any other action to resolve its dispute with Wells Fargo or the overwhelming majority of the creditors. Instead, the Debtor has allowed this Bankruptcy Case to languish for over four years, with little chance of confirming a plan. The current Disclosure Statement fails to provide adequate information to enable Wells Fargo, or any other creditor, to make an informed judgement about the proposed Plan #3, which alone should result in denial. Indeed, the Debtor states its intention is to force compliance with the Confirmation Order entered in 2011 in the previous bankruptcy case filed by the Debtor's principal, Melani Schulte, while simultaneously proposing terms that are inconsistent with the Confirmation Order and understating the amount owing to Wells Fargo. The Disclosure Statement is also objectionable because it is filed in support of a patently unconfirmable plan. To avoid the waste and futility of moving forward with soliciting votes from creditors on the proposed unconfirmable Plan #3, the Court should decline to send the Plan to creditors because it is unconfirmable. Specifically, the Debtor has presented no evidence as to how the Plan is feasible, it has provided no projections, budget, cash flow analysis, rent rolls, or even a discussion of any of these items. Attorneys for Wells Fargo Bank, N.A.: Amy F. Sorenson, Esq. Blakeley E. Griffith, Esq. Jennifer L. McBee, Esq. SNELL & WILMER L.L.P. 3883 Howard Hughes Parkway, Suite 1100 Las Vegas, NV 89169 Telephone: (702) 784-5200 Facsimile: (702) 784-5252 E-mail: asorenson@swlaw.com bgriffith@swlaw.com jmcbee@swlaw.com About Schulte Properties Schulte Properties, LLC, is the fee simple owner of various real properties in Las Vegas and Henderson, Nev. The Debtor first sought protection from creditors (Bankr. D. Nev. Case No. 17-12883) on May 31, 2017. Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge Laurel E. Babero oversees the case. The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as its bankruptcy counsel and Matthew Carlyon, Esq., an attorney practicing in Chicago, as its special litigation counsel. SCHULTE PROPERTIES: Plan Disclosures Insufficient, Shellpoint Says ------------------------------------------------------------------ NewRez LLC d/b/a Shellpoint Mortgage Servicing objects to debtor Schulte Properties, LLC's Disclosure Statement to accompany Debtor's Plan of Reorganization. Shellpoint points out that the Disclosure Statement is insufficient under 11 U.S.C. Sec. 1125(a)(1): * Insufficient information is contained within the disclosure statement and plan to evaluate the prior bankruptcy and the debtor's default under the confirmed plan in that case. Schulte Properties remains in substantial default under the terms of the prior confirmation plan to this day. The disclosure statement fails to provide any substantive explanation for this breach, much less explain how a new plan would appropriately address the contractual arrears or similar issues going forward. Schulte Properties' complete silence on these issues is telling. * The Disclosure Statement and Plan fail to address the violation of Section 1127, which prohibits a chapter 11 debtor from modifying the terms of a substantially consummated plan. * The Disclosure Statement contains no explanation regarding how Schulte Properties is entitled to modify a loan in which it lacks privity of contract. Any plan which proposes to modify the subject loan would violate 11 U.S.C. Sec. 524(e) as it would effectively modify the liability of nonfiling parties in bad faith. As best Shellpoint can discern, Schulte Properties believes it can somehow circumvent this issue by impermissibly forcing creditors to enter into new or modified contractual loan documents with the LLC entity. Schulte Properties provides no explanation for this proposed requirement or how these new unilaterally proposed contracts would interact with the prior confirmation plan. This alone highlights the lack of clarity in the disclosure statement. * The Disclosure Statement and Plan fail to address the violation of the absolute priority rule. Shellpoint further points out that the previously confirmed Plan was substantially consummated: * Schulte Properties has yet again failed to demonstrate any "extraordinary" or "unforeseen" change in circumstances that greatly impaired performance under the confirmed plan to warrant the modification of the plan through this third bankruptcy filing. While Schulte Properties alleges the new case is justified based on vague allegations of creditor non-compliance with the first confirmed plan, the proper remedy is to reopen the earlier case to enforce the plan—not file a new case. Schulte Properties' own opposition to the previously filed motion to dismiss states "Debtor would have had no reason to file the 2017 Bankruptcy or the instant proceeding if lenders had honored this Court's Confirmation Order." Schulte Properties, LLC's statement acknowledges the second case is not necessary as debtors could have sought to reopen the first case and enforce the plan should there have been grounds to take such an action. * While Schulte Properties, LLC attempts to blame creditors for the new filing, debtors take no responsibility for their own admitted (and substantial) defaults under the confirmed plan. As all of the same issues are present in the prior and new case, it is highly unlikely any post confirmation issues could be described as significant or unforeseen. Shellpoint asserts that Schulte has not proposed the Plan in good faith: * This is the third bankruptcy filing involving effectively the same parties and the same real property. The prior court entered a confirmed plan, which modified the subject loan. Debtors failed to comply with the obligations on the loan and the confirmed plan. The transfer of the property into the LLC days before the second bankruptcy filing only serves to highlight that the LLC is merely a shell entity. This strongly suggests Schulte knew she could not individually file a new case. The original borrowers on the loan is not a party to the case. The terms of the deed of trust prohibited the original borrowers from transferring an interest in the property without consent. Despite this, the borrowers transferred the property, and the debtors transferred it numerous times without consent. There is no contractual relationship between Schulte Properties, LLC and Shellpoint or its secured creditor. The multiple bankruptcy filings and unauthorized transfers have prevented Shellpoint from lawfully exercising its state law remedies with regard to the property. * In evaluating the good faith of the proposed plan, the court must investigate Schulte Properties' motives for commencing a bankruptcy case without the "attendance" of the original borrowers or debtors. Schulte Properties, LLC has sought recourse to chapter 11 protection as an illegitimate means to restructure the loans to their increased benefit—yet again. It is axiomatic that adjusting one's obligation in a bankruptcy proceeding requires one be part of the bankruptcy case. * The debtors already filed bankruptcy and received their discharge. The debtors transferred their interest in the property to Schulte Properties, LLC for filing a new petition for the improper purpose of allowing debtors to benefit from chapter 11 without being subjected to the disclosure and investigation integral to the chapter 11 process, at the creditors' expense. This is easily demonstrated by the fact that the proposed plan deprives Shellpoint and its secured creditors of their ongoing rights without subjecting the borrowers or debtors from being involved in the chapter 11 process or responsible for the defaults. This plan fails to treat the creditors with the fundamental fairness required by the code. Shellpoint asserts the debtors have acted in bad faith by filing multiple bankruptcy cases, transferring interest in the property without Shellpoint's consent, failing to make substantial payments, and failing to comply with the prior confirmed plan. Further, Schulte Properties continues to attempt to reduce the creditors' presumptively valid claims without explanation. Under the totality of the circumstances, this treatment is not proposed in good faith, and the plan is thus not confirmable pursuant to section 1129(a)(3). There is no need to approve a disclosure statement that will not support a confirmable plan of reorganization. Shellpoint complains that the parties lack privity of contract: * If the court concludes Schulte Properties is a separate party with the ability to modify the confirmed plan from the prior case, Shellpoint maintains the parties lack privity of contract. Schulte Properties is not an obligor under the loan, and the creditor has never endeavored to enter into a contractual relationship with Schulte Properties. Schulte Properties was not a party to the confirmed plan from the prior case. Schulte Properties lacks standing to modify the terms of the loan. Shellpoint thus objects to the disclosure statement and propose confirmation plan as it violates 11 U.S.C. section 524(e) in seeking to discharge the liability of a non-filing party. * Schulte is not a party to this case. Despite this infirmity, Schulte Properties is proposing to substantially modify the terms of the loan and confirmed plan from the prior bankruptcy. Such treatment of the loan amounts to a drastic modification of the obligation under the loan and confirmed plan. If Schulte Properties is permitted to modify the loan and the prior plan, it will result in substantial confusion as to the rights and obligations between Melani Schulte, Schulte Properties, LLC, Shellpoint, and its secured creditors. This would result in conflicting obligations under competing plans and loan contracts. Assuming Schulte Properties' plan proposes to eliminate the lender-borrower relationship-as it seemingly seeks to do-it violates Section 524(e) seeking to discharge liability of a non-debtor under the loan. According to Shellpoint, the Plan fails to cure contractual arrears: * Pursuant to Shellpoint's Proof of Claim, the outstanding balance owed as of the day of the petition was $135,528.95, including pre-petition arrears of $25,322.92. As Schulte Properties concedes the value of the property exceeds the amount of Shellpoint's lien, the claim must be treated as fully secured in the plan, including the cure of all contractual arrears. Yet the disclosure statement and proposed plan inexplicably state the cure amount for Shellpoint's arrearages shall be zero. * As Schulte defaulted under the terms of the confirmed plan from the first case, and Schulte Properties remains in default under that plan, the prepetition arrears totaling $25,322.92 must be cured upon the effective date of the plan. The disclosure statement and plan fail to provide for the cure of the arrears and should not be approved. Shellpoint points out that the Plan violates the absolute priority rule: * The alleged "new value" fails to satisfy the five-part exception. Allowing old equity to retain an interest does not violate the absolute priority rule if the form equity holders provide new value to the reorganized debtor, under the "new value corollary" to the absolute priority rule. The new value corollary requires that former equity holders offer equity under the Plan that is (1) new, (2) substantial, (3) in money or money's worth, (4) necessary for successful reorganization, and (5) reasonably equivalent to the value or interest received. * The alleged new value contribution of $100,000 from an insider (Melani Schulte), the holder of 100% of the Debtor's membership interest, is not "new" money. Further, the contribution fails to satisfy the remaining prongs of the new value test. Schulte Properties has the burden of demonstrating the plan complies with the absolute priority rule or, in the alternative, satisfies each prong of the new value exception. Schulte Properties has failed to do so. Accordingly, approval of the disclosure statement must be denied. Attorneys for the NewRez LLC d/b/a Shellpoint Mortgage Servicing: Ariel E. Stern, Esq. Natalie L. Winslow, Esq. Nicholas E. Belay, Esq. AKERMAN LLP 1635 Village Center Circle, Suite 200 Las Vegas, NV 89134 Telephone: (702) 634-5000 Facsimile: (702) 380-8572 E-mail: ariel.stern@akerman.com natalie.winslow@akerman.com nicholas.belay@akerman.com About Schulte Properties Schulte Properties, LLC is the fee simple owner of various real properties in Las Vegas and Henderson, Nev. The Debtor first sought protection from creditors (Bankr. D. Nev. Case No. 17-12883) on May 31, 2017. Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. Judge Laurel E. Babero oversees the case. In the petition signed by Melani Schulte, managing member, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as its bankruptcy counsel and Matthew Carlyon, Esq., an attorney practicing in Chicago, as its special litigation counsel. SCHULTE PROPERTIES: Secured Creditors Say Plan Not Confirmable -------------------------------------------------------------- U.S. Bank Trust National Association, in its capacities as Trustee of Lodge Series III Trust, Trustee of Chalet Series III Trust, and Trustee of Bungalow Series IV Trust, objects to approval of the Disclosure Statement filed by debtor Schulte Properties LLC. Secured Creditors claim that the Debtor's Disclosure Statement paints the blame of default on the 2009 Bankruptcy Plan on creditors. While Secured Creditors, among others, have attempted to resolve within the 2009 Bankruptcy case, Debtor blindly pushes all into this new case so that it may not only cramdown claim amounts but also further adjust the interest rate downward. Secured Creditors states that the claims asserted regarding inaccuracies in the application of payments are more appropriately asserted as part of the Second 2009 Bankruptcy Case, but moreover, given that Debtor was unwilling and/or unable to comply with the payment requirements in the Second 2009 Bankruptcy Case, there is no explanation as to why or how this bankruptcy case is likely to be any different. Furthermore, the Disclosure Statement and Plan fail to address the violation of §1127, which prohibits a Chapter 11 debtor from modifying the terms of a substantially consummated Plan. In light of the inability of the loans to be modified, Secured Creditors lack information in order to allow them to be able to ascertain the likelihood that the reorganization will be effective and feasible. As the Disclosure Statement both fails to provide this information, and because the Plan cannot be confirmed in its current state anyway, the Disclosure Statement cannot be approved. Secured Creditors also object to any modification of their Claims to the extent the terms of this Plan conflict with the terms of the Confirmed Plan from the Second 2009 Bankruptcy. Secured Creditor asserts that Debtor's current Plan proposes to drastically alter the terms of the prior Plan. Specifically, the current Plan indicates incorrect Claim amounts, principal and interest payment amounts, interest rates, payment schedules, and escrow treatment. Secured Creditor is not agreeable to the bi-weekly payment structure, which will surely be more difficult to keep track for both Debtor and Melani Schulte. Secured Creditor is not agreeable to de-escrowing the accounts. Debtor entered into stipulations regarding plan treatment in the 2009 case specifically outlining that tax and insurance would be paid through the respective escrow accounts (save one). Secured Creditors asserts that Debtor claims confusion with escrow was one of the main causes of this new petition. Debtor has given no grounds as to why paying insurance and tax directly for thirty five properties would be less confusing than individualized escrow accounts. Further, the interest rate proposed by Debtor is unreasonably low. Thus, the Plan cannot be confirmed, as it is not proposed in good faith. A full-text copy of Secured Creditors' objection dated June 07, 2022, is available at https://bit.ly/3xEhp8H from PacerMonitor.com at no charge. Attorneys for Secured Creditors: Kevin S. Soderstrom, Esq. GHIDOTTI | BERGER, LLP 7251 West Lake Mead Blvd., Suite 470 Las Vegas, NV 89128 About Schulte Properties Schulte Properties, LLC is the fee simple owner of various real properties in Las Vegas and Henderson, Nev. Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. The Debtor first sought protection from creditors (Bankr. D. Nev. Case No. 17-12883) on May 31, 2017. Judge Laurel E. Babero oversees the case. In the petition signed by Melani Schulte, managing member, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as its bankruptcy counsel and Matthew Carlyon, Esq., an attorney practicing in Chicago, as its special litigation counsel. SCHULTE PROPERTIES: Servicer Selene Says Plan Not Confirmable ------------------------------------------------------------- Selene Finance LP filed an objection to confirmation of the Amended Chapter 11 Plan of Reorganization and Disclosure Statement dated April 29, 2022 filed by Schulte Properties LLC. Selene Finance LP is the loan servicer of four real properties (the "Properties") in this case. The addresses for the loans are (1) 9521 Sierra Summit, (2) 2290 Surrey Meadows, (3) 276 Manzanita Ranch, and (4) 4710 Brently Place. Selene Finance LP asserts that the Amended Plan and Disclosure Statement propose to modify the subject loans in a manner inconsistent with the Proofs of Claims that Creditor filed. Melani Schulte and William R. Schulte previously filed a petition for bankruptcy relief on October 11, 2009, which was assigned case number 09-29123-mkn (the "Prior Case"). A Chapter 11 Plan of Reorganization was confirmed on March 8, 2011 (the "Prior Plan"). The Prior Plan re-amortized each of the loans and provided terms for the interest rate and monthly payments. The table below describes the terms of the loan in the Prior Plan, the amount set forth in the Proofs of Claim filed in this new case, the amount proposed in the Amended Plan, and the alleged value of each Property, as set forth in the Debtors' Schedules. Each of the proposed amounts in the Amended Plan and Disclosure Statement is less than the amount set forth in the Proofs of Claim and is substantially less than the value for each of the Properties as set forth in the Schedules. Moreover, the cure amount for post-petition arrears in the Amended Plan is zero. To date, Debtor has not objected to any of the Creditor's filed Claims. Notably, the Amended Plan proposes to change each loan to a 10-year loan, changing the periodic payments from monthly to bi-weekly, requiring the execution of a new promissory note, eliminating escrow payments to the lenders, and requiring a monthly statement be sent to the Debtor describing how each payment was made. The Amended Plan is not confirmable because (1) it violates 11 U.S.C. section 1127 as the Original Plan has been substantially consummated; (2) Debtor is not a party to the loan contracts and cannot modify the loans as proposed; (3) it violates 11 U.S.C. Sec. 506 as it seeks to reduce the claim of each loan below the fair market value of each Property; (4) it fails to cure contractual arrears; (5) it violates the Absolute Priority Rule; and (6) it de-escrows the accounts without consent of the Creditor. Finally, the Disclosure Statement fails to provide adequate information as required under 11 U.S.C. Sec. 1125 because it does not disclose adequate information regarding the treatment of claim under the Plan, identify who are the unsecured creditors, provide an adequate summary of the Amended Plan, and provide adequate financial information. Attorney for Selene Finance, LP, as servicer and attorney-in-fact for Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, not individually but as Trustee for Pretium Mortgage Acquisition Trust and Community Loan Servicing, LLC f/k/a Bayview Loan Servicing, LLC: Darren T. Brenner, Esq. Ramir M. Hernandez, Esq. WRIGHT, FINLAY & ZAK, LLP 7785 W. Sahara Ave., Ste. 200 Las Vegas, NV 89117 Tel: (702) 475-7964 Fax: (702) 946-1345 E-mail: rhernandez@wrightlegal.net About Schulte Properties Schulte Properties, LLC, is the fee simple owner of various real properties in Las Vegas and Henderson, Nev. The Debtor first sought protection from creditors (Bankr. D. Nev. Case No. 17-12883) on May 31, 2017. Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. Judge Laurel E. Babero oversees the case. In the petition signed by Melani Schulte, managing member, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as its bankruptcy counsel and Matthew Carlyon, Esq., an attorney practicing in Chicago, as its special litigation counsel. SK GLOBAL: Unsecureds Owed $700K to Get $40K in Plan ---------------------------------------------------- SK Global Trading Inc. submitted a Fourth Amended Disclosure Statement. The Plan also provides that general unsecured creditors will receive their pro rata share of a lump sum payment of $40,000, which the Debtor projects will equate to approximately 5 percent of each allowed claim, an amount which is reduced from earlier versions of the Plan due to the impact of the Covid-19 pandemic on the Debtor's operations. Under the Plan, holders of Class 3 Allowed General Unsecured Claim will receive a pro rata share of $40,000, payable in a lump sum payment on the Effective Date of the Plan in full satisfaction of all prepetition claims and causes of action that exist or may exist against the Debtor by any Class 3 creditor. Scheduled and filed claims of non-insider general unsecured creditors total $794,180. The Debtor estimates that the $40,000 payment will result in a dividend equal to 5% of each Allowed General Unsecured Claim. Although Mr. Shamim has a prepetition general unsecured claim, that claim will not be included in the distribution to Class 4 creditors. The Plan fixes a deadline of the hearing on confirmation for the Debtor to object to any claims; however, the Debtor has reviewed the claims and does not anticipate filing any objections. There are no releases being given to the Debtor's sole Equity Interest Holder, Abdul Shamim, for any personal liability he may have to any Class 3 creditor. Class 3 is impaired. The Plan shall be implemented by the Debtor based on funds available from current operations. Attorneys for the Debtor: J. Ted Donovan, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway 22nd Floor New York, New York 10036 A copy of the Disclosure Statement dated June 8, 2022, is available at https://bit.ly/3O1ijBa from PacerMonitor.com. About SK Global Trading Organized in 2013, SK Global Trading Inc. operates a wholesale business selling perfume products, fragrances and watches. SK Global generated total sales revenues of approximately $2.14 million in 2016 and approximately $2.37 million in 2017. SK Global Trading filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10793) on March 23, 2018. In the petition signed by Abdul Shamim, president, the Debtor disclosed $554,500 in total assets and $2.22 million in total liabilities. The case is assigned to Judge James L. Garrity Jr. J. Ted Donovan, Esq., and Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, serve as the Debtor's counsel. T.G. UNITED: Seeks Approval to Hire Ward Damon as Attorney ---------------------------------------------------------- T.G. United Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Ward Damon, P.L. as its attorneys. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as debtor-in-possession in the continued management of its business operations; b. advice the debtor on its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents; d. protect the interest of the Debtor in all matters pending before the court; e. represent the Debtor in negotiation with its creditors in the preparation of a plan. The firm received a retainer in the amount of $17,000, plus a cost deposit of $2,000. Steven E. Wallace, Esq. and Mahra Sarofsky, Esq., attorneys responsible of this case, each have a standard hourly rate of $500. Ward Damon neither holds nor represents any interest adverse to the Debtor and is a "disinterested person" within the meaning if 11 U.S.C. Sec. 101(14), as disclosed in the court filing. The firm can be reached through: Steven E. Wallace, Esq. Mahra Sarofsky, Esq. Ward Damon P.L. 4420 Beacon Cir West Palm Beach, FL 33407 Phone: +1 561-220-0904 About T.G. United Inc. T.G. United Inc. -- http://www.tgunited.com/-- manufactures a wide range of solid dose products including tablets and capsules in compliance with the OTC monograph. T.G. United Inc. sought Chapter 11 protection in the Middle District of Florida (Case No. 22-01831) on May 6, 2022. In the petition filed by Andrew Wittman II, as CEO, T.G. United estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. TALEN ENERGY: Law Firm of Russell Represents Utility Companies -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Firm of Russell R. Johnson, III PLC submitted a verified statement to disclose that it is representing the utility companies in the Chapter 11 cases of Talen Energy Supply, LLC, et al. The names and addresses of the Utilities represented by the Firm are: a. AEP Texas Inc. Melissa A. Gage, Esq. Associate General Counsel 400 West 15th Street, Suite 1520 Austin, Texas 78701-1677 b. Atlantic City Electric Company Baltimore Gas and Electric Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, PA 19103 c. Pennsylvania Electric Company Metropolitan Edison Company Attn: Kathy M. Hofacre FirstEnergy Corp. 76 S. Main St., A-GO-15 Akron, OH 44308 d. NStar Electric Company d/b/a Eversource Attn: Honor S. Heath, Esq. Eversource Energy 107 Selden Street Berlin, CT 06037 e. Public Service Electric and Gas Company Attn: Matthew Cooney, Bankruptcy Department 80 Park Plaza, T5D Newark, New Jersey 07102 The nature and the amount of claims of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: AEP Texas Inc., Atlantic City Electric Company, Baltimore Gas and Electric Company, Pennsylvania Electric Company, Metropolitan Edison Company, NStar Electric Company d/b/a Eversource and Public Service Electric and Gas Company. b. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the (i) Objection of Certain Utility Companies to the Emergency Motion of Debtors for Order (I) Approving Debtors' Proposed Form of Adequate Assurance of Payment to Utility Companies; (II) Establishing Procedures for Resolving Objections by Utility Companies; (III) Prohibiting Utility Companies from Altering, Refusing, or Discontinuing Service; (IV) Authorizing Debtors to Honor Obligations to Third Party Servicer in Ordinary Course of Business; (V) Authorizing Debtors to Continue Remitting Transmission and Distribution Costs in Ordinary Course of Business; and (VI) Granting Related Relief, and (ii) the Joinder of Public Service Electric and Gas Company to the Objection filed in the above-captioned, jointly-administered, bankruptcy cases. The Law Firm of Russell R. Johnson III, PLC was retained to represent the foregoing Utilities in May and June 2022. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Telephone: (804) 749-8861 Facsimile: (804) 749-8862 E-mail: russell@russelljohnsonlawfirm.com A copy of the Rule 2019 filing is available at https://bit.ly/3xCInNG at no extra charge. About Talen Energy Supply Talen Energy Supply, LLC and its affiliates are energy and power generation companies in North America, owning or controlling approximately 13,000 megawatts of generating capacity in wholesale U.S. power markets in the mid-Atlantic, Massachusetts, Texas, and Montana. In addition to geographic diversity, Talen's generation fleet reflects significant technological and fuel diversity including nuclear, natural gas, oil, and coal, with certain of its facilities capable of utilizing multiple fuel sources. Talen and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90054) on May 9, 2022. In the petitions signed by Andrew M. Wright, general counsel and secretary, the Debtors disclosed $10 billion to $50 billion in both assets and liabilities on a consolidated basis. Judge Marvin Isgur oversees the cases. The Debtors tapped Weil, Gotshal & Manges ,LLP as legal counsel; Evercore Group, LLC as investment banker; Alvarez and Marsal North America, LLC as financial advisor; and Kroll Restructuring Administration, LLC as claims agent. TALEN ENERGY: Weldon Moore Represents Utility Companies ------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Weldon L. Moore, III of Sussman & Moore, LLP submitted a verified statement to disclose that it is representing the utility companies in the Chapter 11 cases of Talen Energy Supply, LLC, et al. The names and addresses of the Utilities represented by the Firm are: a. AEP Texas Inc. Melissa A. Gage, Esq. Associate General Counsel 400 West 15th Street, Suite 1520 Austin, Texas 78701-1677 b. Atlantic City Electric Company Baltimore Gas and Electric Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, PA 19103 c. Pennsylvania Electric Company Metropolitan Edison Company Attn: Kathy M. Hofacre FirstEnergy Corp. 76 S. Main St., A-GO-15 Akron, OH 44308 d. NStar Electric Company d/b/a Eversource Attn: Honor S. Heath, Esq. Eversource Energy 107 Selden Street Berlin, CT 06037 e. Public Service Electric and Gas Company Attn: Matthew Cooney, Bankruptcy Department 80 Park Plaza, T5D Newark, New Jersey 07102 The nature and the amount of claims of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: AEP Texas Inc., Atlantic City Electric Company, Baltimore Gas and Electric Company, Pennsylvania Electric Company, Metropolitan Edison Company, NStar Electric Company d/b/a Eversource and Public Service Electric and Gas Company. b. For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the (i) Objection of Certain Utility Companies to the Emergency Motion of Debtors for Order (I) Approving Debtors' Proposed Form of Adequate Assurance of Payment to Utility Companies; (II) Establishing Procedures for Resolving Objections by Utility Companies; (III) Prohibiting Utility Companies from Altering, Refusing, or Discontinuing Service; (IV) Authorizing Debtors to Honor Obligations to Third Party Servicer in Ordinary Course of Business; (V) Authorizing Debtors to Continue Remitting Transmission and Distribution Costs in Ordinary Course of Business; and (VI) Granting Related Relief, and (ii) the Joinder of Public Service Electric and Gas Company (Docket No. 368) to the Objection filed in the above-captioned, jointly-administered, bankruptcy cases. Sussman & Moore, LLP was retained to represent the foregoing Utilities in May and June 2022. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Weldon L. Moore, III, Esq. Sussman & Moore, LLP 2911 Turtle Creek Blvd., Ste. 1100 Dallas, TX 75219 Tel: (214) 378-8270 Fax: (214) 378-8290 E-mail: wmoore@csmlaw.net A copy of the Rule 2019 filing is available at https://bit.ly/3xCInNG at no extra charge. About Talen Energy Supply Talen Energy Supply, LLC and its affiliates are energy and power generation companies in North America, owning or controlling approximately 13,000 megawatts of generating capacity in wholesale U.S. power markets in the mid-Atlantic, Massachusetts, Texas, and Montana. In addition to geographic diversity, Talen's generation fleet reflects significant technological and fuel diversity including nuclear, natural gas, oil, and coal, with certain of its facilities capable of utilizing multiple fuel sources. Talen and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90054) on May 9, 2022. In the petitions signed by Andrew M. Wright, general counsel and secretary, the Debtors disclosed $10 billion to $50 billion in both assets and liabilities on a consolidated basis. Judge Marvin Isgur oversees the cases. The Debtors tapped Weil, Gotshal & Manges ,LLP as legal counsel; Evercore Group, LLC as investment banker; Alvarez and Marsal North America, LLC as financial advisor; and Kroll Restructuring Administration, LLC as claims agent. TEDESCHI & SONS: Seeks Cash Collateral Access --------------------------------------------- Tedeschi & Sons Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral and provide adequate protection to the U.S. Small Business Administration. The Debtor operates an accounting and tax business that is seasonal following with tax filing deadlines. The Debtor has suffered cash flow and financial issues due in part to seasonal fluctuations in business. The Debtor has also suffered financial difficulties due to a dispute with a former business associate, which is being litigated in the case styled, Limelight Production Management Services v. Tedeschi & Sons Inc., pending in the Supreme Court of the State of New York. The Debtor filed a petition under Subchapter V of Chapter 11 to implement a comprehensive restructuring and to propose a mechanism to efficiently address and resolve all claims. The filing of the Chapter 11 Case is not the end result of any strategy or attempt to avoid any lawful responsibilities or obligations. Rather, the Debtor commenced the Case after a comprehensive review of all realistic alternatives and the consideration and balancing of a variety of factors. As of the Petition Date, Debtor has approximately $14,007 in cash and cash equivalents, and the Debtor is owed approximately $0.00 in accounts receivable. The Debtor's other personal property (consisting of office machinery, and equipment) is valued at approximately $750. The Debtor's earnings going forward may arguably be subject to creditors' alleged liens. There is only one UCC Statement that has been filed against the Debtor, which UCC was filed by Creditor. As adequate protection for the use of the Creditor's cash collateral (if any), the Debtor proposes to grant creditors a replacement lien with the same validity, extent, and priority as their respective prepetition lien(s), if any. A copy of the motion is available at https://bit.ly/3xFvHpg from PacerMonitor.com. About Tedeschi & Sons Inc. Tedeschi & Sons Inc. provides a full range of accounting, bookkeeping, consulting, outsourcing, payroll, and business services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:22-bk-02046) on June 8, 2022. In the petition signed by Michael G. Tedeschi, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC is the Debtor's counsel. TIPPITT'S TRUX: Seeks Approval to Hire Knutson Law as Counsel ------------------------------------------------------------- Tippitt's Trux Transportation, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Knutson Law Firm as its counsel. The firm will render these services: a. advise and consult with applicant concerning questions arising in the conduct of the administration of the estate and concerning the Debtor's rights and remedies with regard to the estate’s assets and the claims of secured, preferred and unsecured creditors and other parties in interest; b. appear for, prosecute, defend and represent the Debtor's interest in suits arising in or related to this case; c. investigate and prosecute preference and other actions arising under the debtor's avoiding powers; d. assist in the preparation of such pleadings, motions, notices and orders as are required for the orderly administration of this estate; and to consult with and advise the Debtor in connection with the operation of or the termination of the operation of the business of the debtor. The firm will charge $250 per hour for its services. Knutson Law does not represent any interest adverse to the Debtor, and is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Gregg A. Knutson, Esq. KNUTSON LAW FIRM 2119 Highway 35 S Benton, AR 72015 Phone: (501) 224-2928 Email: gak@knutson-law-firm.com About Tippitt's Trux Transportation Tippit's Trux Transportation LLC is a Jacksonville, Arizona-based carrier company. Tippitt's Trux Transportation sought Chapter 11 bankruptcy protection (Bankr. E.D. Ark. Case No. 22-11013) on April 20, 2022. In the petition filed by Randy Tippitt, as member, Tippitt's Trux Transportation estimated assets between $50,000 and $100,000 and estimated liabilities between $50,000 and $100,000. Gregg A. Knutson, of Knutson Law Firm, is the Debtor's counsel. TM GRACE: Colorado Construction Company Files for Chapter 11 ------------------------------------------------------------ T M Grace Builders, Inc., filed for chapter 11 protection in the District of Colorado. The Debtor is a Colorado corporation engaged as a construction contractor and residential home builder operating in the Denver Metro and surrounding areas. According to court filings, T M Grace Builders Inc. estimates between 100 and 199 unsecured creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 7, 2022 at 9:00 a.m. The Debtor's Chapter 11 Plan and Disclosure Statement are due by Oct. 4, 2022. About T M Grace Builders T M Grace Builders, Inc. -- https://www.tmgrace.com/ -- is a Colorado-based construction company. T M Grace Builders, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 22-12026) on June 6, 2022. In the petition filed by Anton Shafer, as president, the Debtor estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Kimberley H. Tyson. Jeffrey S. Brinen, of Kutner Brinen Dickey Riley, P.C., is the Debtor's counsel. TNBI INC: Wins Cash Collateral Access, $500,000 DIP Loan -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized TBNI, Inc. to, among other things, use cash collateral on a final basis and obtain postpetition financing. The Debtor is authorized to borrow from Aisling Investments LP, up to $500,000 in postpetition debtor-in-possession financing. The first $125,000 has been and will only be authorized and treated as a general unsecured non-priority position, subordinated to all allowed non-priority unsecured claims against the Debtor. The DIP Facility will incur interest at a rate of 5% per annum through the Maturity Date. The DIP Facility will mature on the earlier to occur of the Effective Date of the Plan and the expiration of any Remedies Notice Period. The Court said the DIP Facility may be used during the Specified Period by the Debtor to: (a) finance its working capital needs and for any other general corporate purposes; and (b) pay related transaction costs, fees, liabilities and expenses and other administration costs incurred in connection with and for the benefit of the Chapter 11 Case. Nothing in the Second Interim Order will authorize (A) any disposition of any assets of the Debtor or its estate, including, without limitation, any disposition of its interests or rights in any intellectual property or software assets, or (B) the Debtor's use of any DIP Facility proceeds except as permitted in the Interim Order and in accordance with the Budget. As adequate protection, the Prepetition Secured Parties are granted valid, binding, continuing, enforceable, fully perfected, first priority senior replacement liens on and security interests in any and all tangible and intangible pre- and post-petition property of the Debtor. The DIP Liens are deemed duly perfected and recorded under all applicable federal or state or other laws as of the date thereof. The Debtor will maintain insurance on all insurable property now or hereafter owned against such risks and to the extent customary in its industry. The Debtor will further maintain or cause to be maintained general liability and worker's compensation insurance in amounts customary in its industry. A copy of the order is available at https://bit.ly/3treuNR from PacerMonitor.com. About TNBI Inc. TNBI Inc. is the creator of a mobile application for using the most advanced laundromat payment system. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10343) on April 14, 2022. In the petition signed by James Garrity, chief executive officer, the Debtor disclosed $717,963 in assets and $2,787,751 in liabilities. Judge J. Kate Stickles oversees the case. Ronald S. Gellert, Esq., at Gellert Scali Busenkell and Brown, LLC is the Debtor's counsel. TRANSOCEAN LTD: Announces $181 Million Contract Extension --------------------------------------------------------- Transocean Ltd. announced that Equinor Energy AS has awarded an additional nine wells plus two, one-well options to the contract for the harsh environment semisubmersible Transocean Spitsbergen for work offshore Norway. The firm part of the contract extension, with an estimated backlog of $181 million, is expected to begin in October 2023 and conclude in April 2025. The estimated firm backlog excludes revenue associated with performance incentives, additional services, and option periods provided for in the contract. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean reported a net loss of $591 million for the year ended Dec. 31, 2021, a net loss of $568 million for the year ended Dec. 31, 2020, and a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $20.36 billion in total assets, $1.35 billion in total current liabilities, $7.88 billion in total long-term liabilities, and $11.13 billion in total equity. * * * As reported by the TCR on July 12, 2021, S&P Global Ratings raised its issuer credit rating on Switzerland-based offshore drilling company Transocean Ltd. to 'CCC' from 'CCC-'. S&P said, "Our 'CCC' issuer credit rating reflects the potential that the company will undertake additional distressed transactions over the next year. Although Transocean has taken steps to improve its liquidity, it still has significant debt maturities and high capital spending requirements over the next two years." TRIPLE FIVE: American Dream Skips Interest Payment on $800M Bond ---------------------------------------------------------------- As widely reported, Triple Five Group, the developer of American Dream, the $6 billion mega-shopping mall in East Rutherford, N.J., has failed to make its semiannual interest payment for an $800 million municipal bond, according to a notice to bondholders Friday. The Wall Street Journal reported that bondholder trustee U.S. Bank NA said that developer Triple Five Group didn't deposit funds for an interest payment due Wednesday, June 8, 2022 and bondholders were paid from an $11.35 million debt service reserve account. But if Triple Five does not fork over what was due by the end of the grace period on June 16, it could be declared in default. The Real Deal notes that the money troubles are nothing new for the beleaguered $6 billion mall in East Rutherford. Last month, a securities filing revealed the property lost roughly $60 million last year, generating $173 million in revenue against $232 million in expenses. The extravagant retail complex recorded $305 million in sales last year, well below the $2 billion once forecasted for its first year of operation. Earlier this year, Triple Five began hunting for a four-year extension to pay off $1.7 billion in construction financing. The loans came from a group including JPMorganChase, including a $1.2 billion senior loan and $475 million mezzanine loan due to be repaid last year. In February, the mall needed to take $9.3 million from a reserve account to make a debt payment. A securities filing revealed there was only $820 left in the account after the payment was made. After years of delays, the star-crossed mall opened in 2019, around the same time the novel coronavirus began replicating in Hubei Province. Its first stores didn't open until October 2020, half a year into the pandemic’s onset in America. Cash flow problems quickly arose, leading senior construction loan holders to take minority stakes in other Triple Five properties, including the Mall of America and the West Edmonton Mall. The New Jersey property's near-term future has not come into focus, but East Rutherford Mayor Jeffrey Lahullier said Monday that the "mall's definitely in trouble," according to NorthJersey.com. Curiously, the mayor floated that the mall could be "too big to fail," noting taxpayer contributions to the complex. Mayor Lahullier said the mall is at least $5.5 million behind in payments in lieu of taxes. But the mall is clearly not systemically important to New Jersey's economy, and the vast majority of it was privately financed, making the possibility of a government bailout remote, according to The Real Deal. About Triple Five Group Triple Five Groups is a conglomerate that specializes in shopping centres, entertainment complexes, hotels, and banks, along with 3 indoor amusement parks. TRIPLET LLC: August 9 Disclosure Statement Hearing Set ------------------------------------------------------ Judge Lori S. Simpson has entered an order within which August 9, 2022 at 11:00 a.m. via Video Conference is the hearing to consider the approval of the Disclosure Statement of Triplet, LLC. In addition, July 7, 2022 is fixed as the last day for filing and serving in accordance with Federal Bankruptcy Rule 3017(a) written objections to the Disclosure Statement. A copy of the order dated June 7, 2022, is available at https://bit.ly/3aLzgBf from PacerMonitor.com at no charge. Counsel to the Debtor: McNamee Hosea, P.A. Steven L. Goldberg (Fed. Bar No. 28089) 6411 Ivy Lane, Suite 200 Greenbelt, Maryland 20770 T: 301-441-2420 About Triplet LLC Triplet, LLC, is a privately held company in the food service industry. Triplet, LLC, doing business as Mamma Lucia Italian Restaurant, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-24475) on Oct. 29, 2019. The petition was signed by Maria Lubrano, authorized representative. At the time of the filing, the Debtor disclosed assets under $50,000 and liabilities under $10 million. Judge Wendelin I. Lipp is assigned to the case. The Debtor is represented by Steven L. Goldberg, Esq. at McNAMEE, HOSEA, JERNIGAN, KIM, GREENAN & LYNCH, P.A. TRX HOLDCO: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ TRX Holdco, LLC and Fitness Anywhere LLC, dba TRX and TRX Training, ask the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, for authority to, among other things, use cash collateral and grant related relief. The Debtor requires the use of cash collateral to: (a) pay quarterly fees to the United States Trustee and any required court costs; (b) pay the expenses set forth in the Debtors' respective 13-week cash flow forecasts and cash collateral budgets setting forth all projected cash receipts and cash disbursements and the projected impacts on accounts receivables and inventory following the Petition Date, and all future budgets; (c) purchase inventory as needed to ensure that the Debtors do not suffer irreparable harm; and (d) in accordance with the terms and conditions set forth in the Motion. As adequate protection for the Debtor's use of cash collateral, Woodforest National Bank will be granted a replacement lien against the Debtors' post-petition assets (excluding any avoidance causes of action), to the extent of any post-petition diminution in the value of the Bank's collateral as a result of the Debtors' use of cash collateral; and a superpriority administrative claim pursuant to Section 507(b) of the Bankruptcy Code to the extent of any post-petition diminution in the value of the Bank's prepetition collateral as a result of the Debtors' use of cash collateral. It became apparent in late 2021 that the Debtors would require additional capital to fund the Debtors' long-term operations and growth, and satisfy the Debtors' secured debt obligations owed to Woodforest National Bank of more than $19 million and unsecured debt obligations in the current estimated amount of $17,000,000. Pre-petition, the Debtors hired Kroll Securities, LLC and Integrity Square LLC to, among other things, identify prospective investors and seek to obtain additional investments in the Debtors' business to further capitalize the Debtors and meet the Debtors' operational and growth needs, or engage in a sale transaction. The Debtors' pre-petition efforts to raise capital to pay down debt or engage in a strategic merger/acquisition with/by a buyer or investor did not result in a consummated transaction. The Debtors' current financial situation is precarious in that the Debtors estimate that unless they can consummate a transaction or obtain additional financing the Debtors will not have sufficient liquidity to replenish inventory, impairing future customer sales and thereafter negatively impacting the Company's good will. The Debtors believe that if there was a shutdown of their business with a resulting liquidation, it would be a disastrous result for creditors, including the Bank. Despite these challenges, the Debtors believe (i) the TRX brand is well-regarded and its products and services have significant demand; (ii) TRX has a compelling business model with growth opportunities; (iii) TRX is well-positioned to capitalize on growth in the fitness industry; and (iv) the Debtors' business is extremely valuable, especially when considering its substantial intellectual property portfolio that enables the Debtors to protect it against imitators of its famous Suspension Trainer product and the significant goodwill it has amassed with its consumers and qualified TRX trainers throughout its history. Moreover, the pre-petition marketing process undertaken by Kroll and Integrity Square was designed to result in a recapitalization of the Debtors' business and was not marketed as a distressed free-and-clear asset sale. The Debtors are continuing to analyze, in consultation with Kroll, whether obtaining post-petition financing is necessary in order for the Debtors to have an adequate time period to conduct this free and clear asset sale process and to consummate an asset sale transaction. If the Debtors conclude that obtaining such post-petition financing is necessary, a decision the Debtors expect to make in the coming days, the Debtors will be coming before the Court seeking Court approval of such post-petition financing. As adequate protection for the Debtors' use of cash collateral, the Debtors propose to provide to the Bank a replacement lien against their post-petition assets (excluding any avoidance causes of action), to the extent of any post-petition diminution in the value of the Bank's prepetition collateral as a result of the Debtors' use of cash collateral. Further, the Bank will be granted a superpriority administrative claim pursuant to Section 507(b) of the Bankruptcy Code to the extent of any post-petition diminution in the value of the Bank's prepetition collateral as a result of the Debtors' post-petition use of cash collateral. A copy of the motion is available at https://bit.ly/3mxkOQ4 from PacerMonitor.com. About TRX Holdco, LLC TRX Holdco, LLC and Fitness Anywhere LLC, dba TRX and TRX Training, provide sporting and athletic goods. They sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 22-10948) on June 8, 2022. In the petition signed by Brent Leffel, chairman of the Board of Managers of TRX Holdco, LLC, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Scott C. Clarkson oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchick LLP, is the Debtor's counsel. TWO ROCKS: Case Summary & Four Unsecured Creditors -------------------------------------------------- Debtor: Two Rocks of Two Rock, LLC 245 Paula Lane Petaluma, CA 94952 Business Description: Two Rocks of Two Rock, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 9, 2022 Court: United States Bankruptcy Court Northern District of California Case No.: 22-10229 Judge: Hon. Charles Novack Debtor's Counsel: Chris Kuhner, Esq. KORNFELD, NYBERG, BENDES, KUHNER & LITTLE P.C. 1970 Broadway, Suite 600 Oakland, CA 94612 Fax: 510-763-1000 Tel: 510-273-8669 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kim Gardner as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7P4RCIA/Two_Rocks_of_Two_Rock_LLC__canbke-22-10229__0001.0.pdf?mcid=tGE4TAMA TWO ROCKS: Case Summary & Four Unsecured Creditors -------------------------------------------------- Debtor: Two Rocks of Two Rock, LLC 245 Paula Lane Petaluma, CA 94952 Business Description: Two Rocks of Two Rock, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 9, 2022 Court: United States Bankruptcy Court Northern District of California Case No.: 22-10229 Judge: Hon. Charles Novack Debtor's Counsel: Chris Kuhner, Esq. KORNFELD, NYBERG, BENDES, KUHNER & LITTLE P.C. 1970 Broadway, Ste 600 Oakland, CA 94612 Fax: 510-763-1000 Tel: 510-273-8669 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kim Gardner as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7P4RCIA/Two_Rocks_of_Two_Rock_LLC__canbke-22-10229__0001.0.pdf?mcid=tGE4TAMA US INTERNATIONAL REALTOR: Taps Rosenberg Musso as Legal Counsel --------------------------------------------------------------- US International Realtor LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Rosenberg Musso & Weiner L.L.P as its counsel. The firm will render these services: a) give debtor legal advice with respect to its powers and duties as debtor-in-possession in the continued operation of its business and management of its property; b) prepare necessary petitions, pleadings, orders, reports and other legal papers; c) perform all other legal services. The firm received a retainer fee of $15,000. Rosenberg Musso neither represents nor holds any interest adverse to the Debtor or its estate, according to a court filing. The firm can be reached through: Robert J. Musso, Esq. Rosenberg, Musso & Weiner 26 Court Street Suite 2211 Brooklyn, NY 11242 Telephone: (718) 855-6840 About US International Realtor US International Realtor LLC is a Brooklyn-based realtor. On May 10, 2022, US International Realtor LLC filed for chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-40998). In the petition filed by Samy Lasheen as managing member, US International Realtor disclosed liabilities of $1,166,611. The case is overseen by Honorable Bankruptcy Judge Nancy Hershey Lord. Bruce Weiner, of Rosenberg Musso & Weiner LLP, is the Debtor's counsel. WALKER HOSPITALITY: Seeks to Hire Jack N. Fuerst as Legal Counsel ----------------------------------------------------------------- Walker Hospitality LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Jack N. Fuerst, Attorney at Law as its counsel. The firm will represent the Debtor for all matters relating to the Chapter 11 proceedings. Jack N. Feurst, Esq., charges $350 per hour for this engagement. Paralegal at the firm bills at $80 per hour. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jack N. Feurst, Esq. Jack N. Fuerst, Attorney at Law 2500 Tanglewilde St. Suite 320 Houston, TX 77063 Tel: (713) 299-8221 Fax: (713) 789-2606 About Walker Hospitality Walker Hospitality LLC, doing business as Prohibition 52, filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-80095) on May 13, 2022. In the petition filed by M.P. Walker, as owner, Walker Hospitality estimated assets between $100,000 and $500,000 and estimated liabilities between $100,000 and $500,000. The case is overseen by Honorable Bankruptcy Judge Jeffrey P Norman. Erica Robin Aisner, of Kirby Aisner & Curley LLP, is the Debtor's legal counsel. WC BRAKER: Chapter 11 Trustee Seeks Cash Collateral Access ---------------------------------------------------------- Dawn Ragan, the Chapter 11 trustee of the WC Braker Portfolio, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authority to use cash collateral and provide adequate protection for 14 days. On February 28, 2019, the Debtor, as borrower and JPMorgan Chase Bank, National Association, as lender, entered into a Loan Agreement and the Debtor, as borrower, executed a Promissory Note, pursuant to which JPMorgan agreed to make a $71 million loan to the Debtor. The Debtor used the proceeds of the Mortgage Loan to refinance 13 low-rise office buildings and a nearby retail center that it owned, all located in Austin, Texas. On April 29, 2022, ATX Braker Sr., LLC acquired the Mortgage Loan from JPMorgan. ATX Braker asserts that all obligations under the Mortgage Loan Agreement, the other Loan Documents, and the Mortgage Promissory Note are secured by first-priority liens on the Properties and pursuant to a cash management agreement, a first-priority security interest in all rents deposited into a lockbox account. As of the Petition Date, the aggregate principal amount outstanding under the Mortgage Loan Agreement, together with all other amounts due under the Loan Documents, including the amount of accrued and unpaid interest, was scheduled as not less than approximately $73 million. The Properties were insured against loss as of the Petition Date by an insurance policy agented by SwingleCollins & Associates. The policy was underwritten as a group policy that covers not only the Debtor's Properties, but also a significant number of non-debtor properties owned by other World Class entities. The insurance premium, due before June 1, 2022, was not paid prior to the Trustee's appointment, and has lapsed and the Properties are not currently covered by insurance. The Trustee and the Mortgage Lender have been working diligently to arrange a stand-alone insurance policy to cover only the Debtor's Properties, and anticipate receiving a quote from SwingleCollins on or about June 10, 2022. The Properties represent the single most valuable assets of the Debtor. In order to prevent a catastrophic loss of value that would accompany fire, extreme weather or other source of damage, the Properties must be insured as soon as possible. The Trustee and the Mortgage Lender agree that obtaining insurance coverage immediately is of critical importance to preserving the value of the Properties, and inures to the benefit of all creditors and holders of equity interests. As such, each of these parties have agreed to entry of an order permitting the use of asserted cash collateral for the limited purpose of paying the insurance premium. The Trustee asks for authority to use asserted cash collateral in an amount up to and including $500,000, provided that the Trustee determines that the quote received is fair and appropriate in her business judgment. A copy of the motion is available at https://bit.ly/39i8AYM from PacerMonitor.com. About WC Braker Portfolio WC Braker Portfolio is primarily engaged in renting and leasing real estate properties. The Debtor filed Chapter 11 Petition (Bankr. W.D. Tex. Case No. 22-10293) on May 2, 2022. Hon. Tony M. Davis oversees the case. Todd Headden, Esq. of HAYWARD PLLC is the Debtor's Counsel. In the petition signed by Natin Paul, authorized signatory, the Debtor disclosed $100 million to $500 million in assets and $50 million to $100 million in liabilities. ATX Braker SR, LLC, as mortgage lender, is represented by: Liz Boydston, Esq. Stephen P. McKitt, Esq. POLSINELLI PC 2950 N. Harwood Street, Suite 2100 Dallas, Texas 75201 Tel: (214) 397-0030 Fax: (214) 397-0033 Email: lboydston@polsinelli.com smckitt@polsinelli.com -and- Mitchell A. Karlan, Esq. Keith R. Martorana, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, New York 10166 Tel: (212) 351-4000 Fax: (212) 351-4035 Email: MKarlan@gibsondunn.com KMartorana@gibsondunn.com Matthew G. Bouslog, Esq. 3161 Michelson Drive Irvine, California 92612 Tel: (949) 451-4030 Fax: (949) 475-4640 Email: MBouslog@gibsondunn.com WIRTA HOTELS: Continued Operations to Fund Plan Payments -------------------------------------------------------- Wirta Hotels, LLC filed with the U.S. Bankruptcy Court for the Western District of Washington a Second Amended Disclosure Statement for First Amended Chapter 11 Plan of Reorganization dated June 9, 2022. Debtor owns and operates a hotel commonly known as the "Quality Inn & Suites at Olympic National Park," located at 134 River Road, Sequim, Washington 98382 (the "Hotel"). The Plan is filed under chapter 11 of the Bankruptcy Code and proposes to pay creditors of Debtor from the proceeds of Debtor's operation of the Hotel in the ordinary course of business. The Plan provides for one class of Secured Claims, five classes of Unsecured Claims, and one class of Equity Interests. The principal purpose of the Plan is to position Debtor for long run success. The Plan embodies an entirely financial restructuring, and no material changes are anticipated to Debtor's key operations. The Hotel is an award-winning business that has suffered as a direct result of the COVID-19 pandemic and stalled negotiations with Wilmington prior to the Petition Date. Once the COVID-19 pandemic begins to recede, Debtor anticipates being able to capture the upside of the strong tourist appeal of the Olympic Peninsula and the thriving economy of Western Washington. Accordingly, the Principals will retain ownership of Debtor, and the Plan proposes to pay the holders of all Allowed Unsecured Claims in full over time out of the revenues generated by Reorganized Debtor's operation of the Hotel. Class 1 consists of Wilmington's Secured Claim, a secured claim asserted by Wilmington. On September 23, 2021, Wilmington filed a proof of claim in the amount of $5,221,554.36. The Plan show the payment of Wilmington's Secured Claim under the terms set forth in the Hypothetical Amount of $5,200,000 which, for the avoidance of doubt, Debtor is using solely to demonstrate the feasibility of the Plan. Debtor proposes an interest rate for payments on Wilmington's Secured Claim equal to the prevailing federal prime rate on the date that the Plan becomes effective plus one hundred (100) basis points, or 1.00%. Class 2 consists of State Trust Priority Tax Claims. The State Trust Priority Tax Claims set forth in the immediately preceding table shall be Allowed as of the Effective Date of the Plan. In full and final satisfaction of the State Trust Priority Tax Claims, Debtor shall pay the State Trust Priority Tax Claims in full on the Effective Date. Class 3 consists of the Other Priority Tax Claims. In full and final satisfaction of the Other Priority Tax Claims, Debtor shall pay the Priority Tax Claims in full by making equal annual payments over a period not to exceed five (5) years after the Petition Date together with simple interest at the applicable statutory rate. Class 4 consists of General Unsecured Claims which are currently filed or scheduled in the aggregate amount of $30,519.89. Debtor shall pay the Allowed Class 4 General Unsecured Claims in full by making equal annual payments as follows. If Class 4 votes to accept the Plan, such payments shall be on the same schedule as payments made to the Other Priority Tax Claims in Class 3, together with simple interest at the same statutory rate applicable to the Other Priority Tax Claims. If Class 4 does not vote to accept the Plan or rejects the Plan, such payments shall be made annually in five equal payments. Because Class 4 is Impaired under the Plan, the holders of Claims in Class 4 are entitled to vote to accept or reject the Plan. Class 7 consists of the Equity Interests in Debtor. All Equity Interests in Debtor set forth in the immediately preceding table shall be Allowed as of the Effective Date of the Plan, and the Principals shall retain their full Equity Interests in Debtor. Because Class 7 is Unimpaired under the Plan, the Principals are not entitled to vote to accept or reject the Plan. The payments required under the Plan shall be made primarily from the following sources: (a) the proceeds generated from the operation of Debtor's business; (b) the proceeds of any Causes of Action and Claims which Debtor and/or its Estates have brought and/or may elect to bring, including, without limitation, any proceeds of such Causes of Action; and (c) the proceeds of any sale transaction to be entered into by Debtor, including any sale of an Asset in accordance with the Plan. The proceeds of any such sale shall be distributed first to satisfy Wilmington's Secured Claim (if the Assets sold are subject to Wilmington's Lien) or to the Holder of any other valid Lien on such Assets. Any remaining proceeds of such sale shall be held by Debtor and used to satisfy their obligations in accordance with the Plan. A full-text copy of the Second Amended Disclosure Statement dated June 09, 2022, is available at https://bit.ly/3zxlbBZ from PacerMonitor.com at no charge. Counsel to Debtor: Tara J. Schleicher, Esq. Foster Garvey, PC 121 SW Morrison St, Suite 1100 Portland, OR 97204 Tel: (503) 228-3939 Email: tara.schleicher@foster.com About Wirta Hotels Wirta Hotels, LLC, owns and operates Quality Inn & Suites at Olympic National Park, a hotel located at 134 River Road, Sequim, Wash. Wirta Hotels filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 21-11556) on Aug. 13, 2021, listing $3,136,280 in assets and $5,193,377 in liabilities. Judge Christopher M. Alston oversees the case. Foster Garvey, PC and Premier Capital Associates, LLC serve as the Debtor's legal counsel and financial consultant, respectively. WITCHEY ENTERPRISES: Get OK to Hire William Owens as Accountant --------------------------------------------------------------- Witchey Enterprises, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ William Owens & Company, CPA as his accountant. The firm's services include: (a) preparation of monthly operating reports as required by the Bankruptcy Code and Rules and the Local Bankruptcy Rules; (b) preparation of state and federal tax returns; (c) preparation of financial statements and other such financial reports; and (d) investigation into prior accounting and financial affairs of the Debtor by prior offices and board members, if necessary and beneficial to the bankruptcy estate; and (e) assistance to the Debtor and Trustee in performing the other official functions. William Owens will perform services at the rate of $80 per hour for staff accountants and $115 to $150 per hour for Certified Public Accountants, plus reimbursement for all reasonable costs and expenses. The firm can be reached through: Anne Weaver, CPA, CFE William Owens & Company, CPA 5 John St. #2 Carbondale, PA 18407 Tel: (570) 281-9761 Email: info@wococpa.com About Witchey Enterprises Witchey Enterprises, Inc., a Wilkes-Barre, Pa.-based provider of courier and express delivery services, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-00645) on Feb. 14, 2019. Louis Witchey, president, signed the petition. At the time of filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Patricia M. Mayer oversees the case. The Debtor tapped Andrew Joseph Katsock, III, Esq., as legal counsel and David L. Haldeman as accountant. On March 1, 2022, the Court appointed John J. Martin as the Debtor's Chapter 11 Trustee. The Trustee tapped the Law Offices Of John J Martin as his counsel. WL HOUSTONS: Files Chapter 11 Subchapter V Case ----------------------------------------------- W L Houstons Business Investments LLC filed for chapter 11 protection in the Southern District of Texas without stating a reason. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. Court filing shows that WL Houstons Business Investments estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. Its Chapter 11 Plan is due Sept. 4, 2022. About W L Houstons Business Investments W L Houstons Business Investments LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). W L Houstons Business Investments LLC sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31575) on June 6, 2022. In the petition filed by Warren Houston, as managing member, the Debtor estimated assets and liabilities of up to $50,000 each. Samuel L Milledge, of The Milledge Law Firm, PLLC, is the Debtor's counsel. [*] Congress Temporarily Raises Subchapter V Debt Limit Again ------------------------------------------------------------- The National Law Review reports that a key temporary bankruptcy related response to the pandemic has been re-implemented and extended with the passage of the Bankruptcy Threshold Adjustment and Technical Corrections Act (the "Act") which extends the increase in the subchapter V debt limit for eligible businesses from $2.7 million to $7.5 million for another two years. Prior to the pandemic, the Small Business Reorganization Act that created subchapter V contained a maximum debt cutoff for eligibility of $2.7 million. As the COVID-19 pandemic raged, Congress made a significant change to subchapter V in an effort to provide relief to a greater number of businesses, specifically small businesses. As part of the CARES Act passed in 2020, Congress raised the debt limit for subchapter V eligibility from the original $2.7 million to $7.5 million. The increased debt limit expired in March. However, on April 7, 2022 the Senate passed the Act, followed by the House of Representatives on June 7, 2022. The Act now awaits President Biden's signature, confirming the increased subchapter V debt limit until its expiration two years from its enactment. As the pandemic tapers and interest rates rise, more companies may require the protection of chapter 11 to stave off collection efforts by creditors who become more aggressive as the need to collect overdue loans, back rent, and other outstanding obligations becomes more acute and government assistance programs, including eviction and foreclosure moratoriums, expire. In an effort to address this, Congress passed the bipartisan Act, reestablishing the increased debt limit at $7.5 million for small businesses electing to file for bankruptcy under subchapter V, and also raising the debt limit for individuals filing for bankruptcy protection under chapter 13 to $2.75 million. The increase of the subchapter V debt limit could have significant ramifications for creditors. Increasing the debt limit means that more small businesses will be able to avail themselves of the more debtor-friendly provisions of subchapter V of chapter 11, including the accelerated timeline of the cases and the ability to avoid the absolute priority rule. These, along with other provisions in subchapter V, greatly reduce creditors' ability to have a say in the chapter 11 proceedings of small businesses and underscore the importance for creditors to become actively involved as quickly as possible to protect their interests. Perhaps less significant -- but still impactful -- is the increase in the debt limit for individuals filing for chapter 13 protection. Like the change to subchapter V, the heightened debt limit under chapter 13 lowers the bar for eligibility. With more debtors fitting in under the new chapter 13 debt limit, there is the potential for fewer individual chapter 11 filings, causing creditors to find themselves increasingly involved in chapter 13 cases. Bankruptcy filings remained at historically low levels during the pandemic and under application of the CARES Act. Thus, increased eligibility alone is not likely to trigger additional case filings. However, increased eligibility coupled with the expiration of COVID-era subsidies and rising interest rates should have an effect. Whatever the future holds, subchapter V and chapter 13 cases can be expected to comprise a larger share of new filings. [^] BOND PRICING: For the Week from June 6 to 10, 2022 ------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Accelerate Diagnostics AXDX 2.500 66.100 3/15/2023 Accuray Inc ARAY 3.750 86.299 7/15/2022 American International Group Inc AIG 2.742 98.632 3/15/2037 BPZ Resources Inc BPZR 6.500 3.017 03/01/2049 Basic Energy Services BASX 10.750 3.399 10/15/2023 Basic Energy Services BASX 10.750 3.399 10/15/2023 BlackRock Capital Investment Corp BKCC 5.000 100.280 6/15/2022 Buckeye Partners LP BPL 6.375 81.344 1/22/2078 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/09/2022 Cardinal Health Inc CAH 1.596 99.907 6/15/2022 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 31.954 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 15.351 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 23.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 35.375 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 16.104 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 32.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 31.556 8/15/2026 Diebold Nixdorf Inc DBD 8.500 55.642 4/15/2024 EnLink Midstream Partners LP ENLK 6.000 69.880 N/A Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Transfer LP ET 6.250 81.707 N/A Enterprise Products Operating LLC EPD 4.875 83.391 8/16/2077 Envision Healthcare EVHC 8.750 30.924 10/15/2026 Envision Healthcare EVHC 8.750 30.878 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 35.026 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 65.217 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 34.768 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 65.217 7/15/2023 Federal Farm Credit Banks Funding Corp FFCB 2.530 99.452 6/17/2022 Federal Farm Credit Banks Funding Corp FFCB 3.090 99.450 6/13/2022 Federal Home Loan Banks FHLB 4.000 99.218 4/13/2027 Federal Home Loan Banks FHLB 0.060 99.814 6/14/2022 Federal Home Loan Mortgage Corp FHLMC 3.625 99.146 5/16/2025 Federal Home Loan Mortgage Corp FHLMC 3.450 99.688 11/15/2024 Florida Power & Light NEE 1.280 89.502 03/01/2071 GNC Holdings Inc GNC 1.500 0.876 8/15/2020 GTT Communications Inc GTTN 7.875 7.750 12/31/2024 GTT Communications Inc GTTN 7.875 9.000 12/31/2024 General Electric Co GE 4.200 78.750 N/A General Electric Co GE 4.000 72.387 N/A General Electric Co GE 4.350 99.894 6/15/2022 General Electric Co GE 5.150 99.771 6/15/2022 General Electric Co GE 3.350 99.870 6/15/2022 General Electric Co GE 3.100 99.862 6/15/2022 General Electric Co GE 5.000 99.833 6/15/2022 General Electric Co GE 3.250 99.897 6/15/2022 General Electric Co GE 3.150 99.759 6/15/2022 IntelGenx Technologies IGXT 8.000 85.000 6/30/2022 Lannett Co Inc LCI 4.500 28.446 10/01/2026 MAI Holdings Inc MAIHLD 9.500 29.743 06/01/2023 MAI Holdings Inc MAIHLD 9.500 29.743 06/01/2023 MAI Holdings Inc MAIHLD 9.500 29.743 06/01/2023 MBIA Insurance Corp MBI 12.304 11.436 1/15/2033 MBIA Insurance Corp MBI 12.304 11.436 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 95.460 10/01/2023 Morgan Stanley MS 1.800 77.078 8/27/2036 Nine Energy Service NINE 8.750 63.990 11/01/2023 Nine Energy Service NINE 8.750 63.403 11/01/2023 Nine Energy Service NINE 8.750 63.181 11/01/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.783 1/29/2020 Plains All American Pipeline LP PAA 6.125 77.000 N/A Renco Metals Inc RENCO 11.500 24.875 07/01/2003 Renewable Energy Group REGI 5.875 106.351 06/01/2028 Revlon Consumer Products Corp REV 6.250 9.282 08/01/2024 Rolta LLC RLTAIN 10.750 1.261 5/16/2018 Sears Holdings Corp SHLD 8.000 2.050 12/15/2019 Sears Holdings Corp SHLD 6.625 1.950 10/15/2018 Sears Holdings Corp SHLD 6.625 2.106 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 1.068 10/15/2027 Sears Roebuck Acceptance SHLD 7.000 1.126 06/01/2032 Sears Roebuck Acceptance SHLD 6.750 1.113 1/15/2028 Sears Roebuck Acceptance SHLD 6.500 1.119 12/01/2028 TPC Group Inc TPCG 10.500 50.708 08/01/2024 TPC Group Inc TPCG 10.500 50.125 08/01/2024 TS Contrarian Bancshares TSCONT 7.400 91.569 06/01/2027 TS Contrarian Bancshares TSCONT 7.400 91.569 06/01/2027 Talen Energy Supply LLC TLN 9.500 61.000 7/15/2022 Talen Energy Supply LLC TLN 9.500 70.000 7/15/2022 TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019 Wayfair Inc W 0.375 98.150 09/01/2022 Wesco Aircraft Holdings WAIR 8.500 51.748 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 30.828 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 51.167 11/15/2024 fuboTV Inc FUBO 3.250 33.250 2/15/2026 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***