/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220708.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, July 8, 2022, Vol. 26, No. 188 Headlines 10193 FLANDERS: Unsecureds Owed $326K to Get 3.22% in Plan 3200 MYERS: United States Trustee Says Disclosures Inadequate 327 HAYWOOD: Files for Chapter 11, Opposes Dismissal 5AAB TRANSPORT: Says Sale of Real Estate to Fund Holding's Plan 85 FLATBUSH RHO: Ohana Unit Takes Control of Hillary Hotel A.G. DILLARD: Unsecureds Owed $5-Mil. to Recover 15% in Plan AHERN RENTALS: S&P Cuts ICR to 'CC' on Announced Exchange Offer ALISAL WATER: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable ALL YEAR HOLDINGS: Zelig Weiss Says Disclosure Statemet Inadequate ALPHATEC HOLDINGS: L-5 Healthcare Reports 13.49% Equity Stake ANDOVER SENIOR: Wins Cash Collateral Access Thru Sept 30 ANDREW'S GARDEN: Unsecureds to Recover 100% via Quarterly Payments APOLLO ENDOSURGERY: Sharon O'Keefe Joins Board of Directors ARMSTRONG FLOORING: Extends Possible Workers Layoffs Deadline BARTLEY INDUSTRIES: Subchapter V Trustee Questions Fifth Plan BASIC ENERGY: Unsecureds Owed $158M to Get 0.4%-3.8% in Plan BEST VIDEO: Unsecured Creditors Will Get 51% Dividend in 60 Months BRAZIL MINERALS: CEO Fogassa Has 48.89% Stake as of June 29 BRAZIL MINERALS: Lancaster Brazil Reports 2.3% Equity Stake BRAZIL MINERALS: Roger Noriega Reports 5.8% Equity Stake BROOKLYN IMMUNOTHERAPEUTICS: Gets Noncompliance Notice From Nasdaq BUCKINGHAM TOWER: Condo Association Files Subchapter V Case BVM THE BRIDGES: Wins Interim Cash Collateral Access C&K ENTERPRISES: U.S. Trustee Opposes Plan Confirmation CANOPY GROWTH: S&P Downgrades ICR to 'SD' on Exchange Offer CAREVIEW COMMUNICATIONS: HealthCor Entities Report 39.5% Stake CENSO LLC: Case Summary & Five Unsecured Creditors CHARLES DEWEESE: Files for Chapter 11 Bankruptcy CHRIS PETTIT: U.S. Trustee Appoints Creditors' Committee CHULA FREIGHT: Case Summary & 17 Unsecured Creditors COLORTEK COLLISIONS: Seeks to Hire Walter Pikul as Accountant COPPER REALTY: Texas Properties Owner Files for Chapter 11 CORSICANA BEDDING: Seeks Approval of $125-Mil. Opening Bid COSI INC: Seeks to Reopen Case, File Prepack Plan CS GROUP: Wins Cash Collateral Access Thru July 31 CSI COMPRESSCO: Extends Credit Agreement Termination Date to 2025 DIOCESE OF ROCHESTER: Abuse Victims Balk at $148M. Victim Fund DIRECTVIEW HOLDINGS: WWC P.C. Replaces MaloneBailey as Auditor DIXIE CENTERS: Secured Creditor to Get Full Payment in 5 Years DOMTAR CORP: Moody's Puts 'Ba2' CFR on Review for Downgrade EAGLE LEDGE: Taps Jim Wren of Wren Kelly CPAs as Accountant EL ROD'S ON THE FRIO: Seeks Cash Collateral Access EVO TRANSPORTATION: Antara Capital Entities Hold 63.5% Equity Stake FIRST GUARANTY MORTGAGE: Faces Class Lawsuits Over Workers Layoffs FIRST GUARANTY: July 28 Final Hearing on LVS II SPE's DIP Loan FRONT SIGHT MANAGEMENT: FS DIP LLC's DIP Loan Wins Final OK GAUCHO GROUP: Inks Agreement to Cut Conversion Price to $0.30 GT REAL ESTATE: Creditors to Get Very Little, Says MBM Lawyer HAIL MARY: Seeks to Hire Nantucket Evaluation Group as Appraiser HAMMERTOWN LLC: Seeks Approval to Hire Lane Law Firm as Counsel HERITAGE POWER: Moody's Cuts Rating on Sr. Secured Loans to Caa2 HERO NUTRITIONALS: Case Summary & 20 Largest Unsecured Creditors IAA INC: Fitch Withdraws 'BB-' LongTerm IDRs IMERYS TALC: 3rd Circuit Approves Future Talc Claims In Chapter 11 INTEGRATED VENTURES: Signs 5-Year Hosting Deal With Compute North JAGUAR HEALTH: Appoints Dr. Anula Jayasuriya to Board of Directors JAKKS PACIFIC: To Sell 2 Million Common Shares JGR GROUP: Wins Cash Collateral Access Thru July 20 KEYS MEDICAL: Seeks Approval to Hire Rountree as Legal Counsel KLMKH INC: Two Unsecured Creditors Agree to Committee Appointment KLX ENERGY: Tontine Asset Entities Acquire 5.27% Equity Stake KOSSOFF PLLC: Chapter 7 Trustee Wants to Claw Back $1.4 Million LTL MANAGEMENT: UST Sides With Cancer Plaintiffs In Talc Appeal MADISON SQUARE: Aims Mediation for 150 Abuse Claims MALLINCKRODT PLC: NJ to Get $30 Mil. from Opioid Settlement MIC GLEN: Moody's Affirms 'B3' CFR & Alters Outlook to Stable MILLENNIUM SERVICES: Wins Cash Collateral Access Thru July 14 MIND TECHNOLOGY: Gets New Orders for Sonar Systems Worth $7.7M MORRISVILLE BOROUGH: S&P Lowers GO Bonds Rating to 'BB+' MOVIMIENTO PENTECOSTAL: Oriental Bank Says Plan Not Feasible NATIONAL REALTY: Federman & Sherwood Probes Chapter 11 Filing NATURALSHRIMP INC: CEO Issues Letter to Shareholders NATURALSHRIMP INC: Texas Water Treatment System Destroyed by Fire NATUS MEDICAL: Moody's Assigns B3 CFR, Outlook Stable NEKTAR THERAPEUTICS: Gil Labrucherie Quits as CFO, COO NEOVASC INC: Expands Direct Sales Operations in United Kingdom NORTH POINTE: Liquidators Seek US Approval of $22M SGG Settlement ONDAS HOLDINGS: Signs Term Sheet to Acquire Airobotics PARK WEST: Housing Complex to Default on Debt Payment PARKERVISION INC: Signs Deal to Sell $350K Convertible Notes PARRISH26 LLC: Court Orders Appointment of Patient Care Ombudsman POST OAK TX: Exclusivity Period Extended to July 15 PRECIPIO INC: Two Proposals Passed at Annual Meeting PRECISION AUTOMOTIVE: Car Dealership Files Subchapter V Case PRECISION AUTOMOTIVE: Files Emergency Bid to Use Cash Collateral PUNYAKAM PLLC: UST Appoints Susan N. Goodman as PCO PWM PROPERTY: SL Green Likely to Be Lead Bidder RED VENTURES: S&P Upgrades ICR to 'BB-' on Debt Reduction SAN ANTONIO SYMPHONY: Owes $10 Mil. to Musicians' Pension Fund SINTX TECHNOLOGIES: Acquires Technology Assessment and Transfer STIMWAVE TECHNOLOGIES: U.S. Trustee Appoints Creditors' Committee STORCENTRIC INC: Wins Continued Cash Access Thru July 13 SUGARHOUSE HSP: S&P Upgrades ICR to 'B', Outlook Stable TD HOLDINGS: Katie Ou Acquires 5.36% Equity Stake THE GATHERING PLACE: Church Files Subchapter V Case TROPICAL AQUACULTURE: Seeks Chapter 7 Bankruptcy VBI VACCINES: Falls Short of Nasdaq Minimum Bid Price Requirement VERITAS FARMS: Dave Smith Quits as Chief Operating Officer VERITAS FARMS: Majority Stockholder Reelect All Incumbent Directors WESLEY ENHANCED: Fitch Affirms 'BB' IDR & Alters Outlook to Stable WIRTA HOTELS: Wins Interim Cash Collateral Access [*] New Hampshire Set Another Bankruptcy Record Low in June 2022 [^] BOOK REVIEW: Performance Evaluation of Hedge Funds ********* 10193 FLANDERS: Unsecureds Owed $326K to Get 3.22% in Plan ---------------------------------------------------------- 10193 Flanders LLC submitted a Second Amended Disclosure Statement explaining its Chapter 11 Plan. The Debtor owns real property located at 10193 Flanders Street NE, Blaine, Minnesota 55449 which is legally described as Lot 3, Block 1, Zimmerman Industrial Park, Anoka County, Minnesota (the "Property"). The Property consists of 5 acres, 2.5 of which is wetlands protected by Rice Creek Watershed, and another 2.5 acres upon which there is a main kennel building which houses the dog boarding, a separate garage that allows for the dog training, and another storage container. The Property also has 16 fenced yards to exercise and train dogs. A related company, Blaine Kennels, Inc., is the sole tenant that operates the dog boarding and training business. The Debtor valued the Property in its Bankruptcy Schedules at $696,000 which is the value of the Property per Anoka County's tax records for the tax year 2021. Anoka County decreased the value for the tax year 2022 to $652,300. Through negotiations with MidwestOne Bank, the Debtor has agreed that the fair market value of the Property is $732,050.13. The Debtor has a lease with Blaine Kennels, Inc., whereby Blaine Kennels pays $6,000.00 per month in rent until it increases to $7,500 in August 2022 and forward. Blaine Kennels also pays for all utilities and maintenance, for approximately 9,500 square feet. Based on comparable space in the industries, the Debtor believes it is receiving fair market value under the existing lease. The current lease expires on March 31, 2036. Under the Plan, Class 6 General Unsecured Creditors total $326,702. Class 6 claims will be paid in full satisfaction of such claims, its pro rata share of $5,000 on the Effective Date, and 4 more payments on the first, second, third, and fourth year anniversaries of the Effective Date, for a total of five payments equaling $10,507. The percentage payment to each Class 6 creditor is approximately 3.22%. Class 6 is impaired under the Plan. The Debtor is collecting rent payments from the tenant in the building. As of the date of this Disclosure Statement, the balance of the Debtor's debtor-in-possession bank account was approximately $25,803.66 as of May 31, 2022. In addition to funds held in the debtor-in-possession account the Debtor anticipates funding the Plan by a contribution of $5,000.00 by the principal of the Debtor, along with continued rent payments by its tenant. A copy of the Disclosure Statement dated June 29, 2022, is available at https://bit.ly/3bIvQ2H from PacerMonitor.com. About 10193 Flanders 10193 Flanders LLC is a Minnesota Limited Liability Corporation formed for the purpose of holding a real estate asset. It has operated as a single asset real estate entity since inception. 10193 Flanders filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-41779) on Oct. 5, 2021. The Debtor estimated assets and debt of $500,001 to $1 million. The Debtor's counsel: John D. Lamey, III Lamey Law Firm, P.A. Tel: (651) 209-3550 E-mail: bankrupt@lameylaw.com 3200 MYERS: United States Trustee Says Disclosures Inadequate ------------------------------------------------------------- Peter C. Anderson, the United States Trustee for Region 16, objects to the proposed Disclosure Statement describing Chapter 11 Plan of 3200 Myers Street Partners, LLC. The United States Trustee assers that the DS fails to contain adequate information upon which the parties in interest will be able to make an informed judgment about the Plan as required by Section 1125 of the Bankruptcy Code, for the following reasons: First, the DS needs to provide an update on the sale of the Arkansas properties. The DS at 13:10-11, states that if the sale of the Arkansas properties closes then all Secured Claims in classes 1-7 will be eliminated. Accordingly, the DS should be revised to provide the status of the sale of the Arkansas properties. Second, the DS fails to provide the estimated professional fees owing on the Effective Date. The DS at 18:12-20, fails to provide the estimated amount of professional fees owing on the effective date. This makes it difficult to assess the potential distribution to Class 8 general unsecured creditors, which according to the DS were scheduled in an amount in excess of $6.4 million. Third, the DS fails to adequately describe the treatment of Class 8 General Unsecured Claims. The DS at 22:20-23:18, provides for the treatment of Class 8 general unsecured claims. However, the DS fails to provide the following information: (1) an estimate of the universe of allowed class 8 claims; and (2) the range of distribution to allowed class 8 claims in terms of both percentage of allowed claims and in absolute dollar amounts. Further, while the description of the treatment of Class 8 provides that an initial pro-rata distribution will be made within 120 days of the Effective Date, to the extent this initial payment does not pay allowed Class 8 claims in full, the timing of any further payments by the Debtor to allowed Class 8 claims will be within the discretion of the Debtor (see DS at 23:3-4). In other words, there does not appear to be an event of default for the remaining payment of funds owing to the allowed Class 8 claims. Fourth, the exculpation and release of parties is inconsistent with the Bankruptcy Code. The DS at 34:18-35:4, contains language that goes beyond the scope of the safe harbor provisions set forth in section 1125(e) of the Code. Accordingly, the language should be stricken. The same language can be found at the Plan at 34:20 35:5 and should also be stricken. A full-text copy of the United States Trustee's objection dated July 5, 2022, is available at https://bit.ly/3yPI7LO from PacerMonitor.com at no charge. About 3200 Myers Street Partners Costa Mesa, Calif.-based 3200 Myers Street Partners, LLC, owns commercial properties in Pennsylvania and Arkansas. It filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10057) on Jan. 14, 2022, listing as much as $10 million in both assets and liabilities. Robert P. Mosier, chief restructuring officer, signed the petition. Judge Scott C. Clarkson oversees the case. The Debtor tapped Goe Forsythe & Hodges, LLP as bankruptcy counsel; A. Lavar Taylor, LLP and Cross, Gunter, Witherspoon & Galchus, P.C. as special counsels; and Mosier & Company, Inc. as restructuring advisor. Robert Mosier, president and chief executive officer of Mosier & Company, serves as the Debtor's chief restructuring officer. On May 12, 2022, the Debtor filed its proposed Chapter 11 plan, which provides for the liquidation of its assets and the distribution of the proceeds and funds on hand to its creditors. 327 HAYWOOD: Files for Chapter 11, Opposes Dismissal ---------------------------------------------------- 327 Haywood Check The Deed! LLC has sought Chapter 11 bankruptcy protection in North Carolina. The Debtor is a single-asset real estate entity as defined in 11 U.S.C. Sec. 101(51B), as the Debtor's sole asset is a single tract of real estate at 327 Haywood Road, Asheville, NC, which the Debtor values at $1 million. The mortgage creditor, ALFIE Investments, LLC, has obtained an order in foreclosure against the Property. The sale is on-going, and the individual movants are currently, through 2MLD, LLC, the high bidders. As of the Petition Date, interested parties had another eight days -- through and including Friday, July 8 -- to file further upset bids. Each bid starts a new ten-day period. Certain individuals , Daniel Whisnant, Michele Whisnant, Michael Tamayo, and Lauren Tamayo, individually and on behalf of 2MLD, LLC, have immediately filed a motion to dismissing this case and annul the automatic stay. They claim that the case was not filed in good faith. They note that Johnson, the manager of the Debtor and 99% equity holder, has pled guilty to felony bank fraud in federal court. Johnson is awaiting sentencing, after a sentencing hearing initially set for July 7 was cancelled. He faces up to 30 years' incarceration. The Debtor is objecting to the movants' request. It notes that 2MLD, LLC, is not a party in interest in the case. It adds that it has a contract with Franny's Farm, Inc., who is conducting a Farmers Market on the Debtor's property. The funds obtained from Franny's are sufficient to pay any expenses in the Chapter 11 proceedings including potential adequate protection payments. About 327 Haywood Check The Deed! 327 Haywood Check The Deed! LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 327 Haywood Check The Deed! LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-10097) on June 30, 2022. In the petition filed by Shawn Thomas Johnson, as manager and member, the Debtor estimated assets between $500,000 and $1 million and liabilities between $100,000 and $500,000. Dirk W. Siegmund, of Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, is the Debtor's counsel. 5AAB TRANSPORT: Says Sale of Real Estate to Fund Holding's Plan --------------------------------------------------------------- 5AAB Holding, LLC, submitted a Plan of Liquidation and a Disclosure Statement. A separate Plan is being filed for debtor-affiliates SAAB Transport, LLC; SJS Transport, LLC and Heavy Diesel Service, LLC ("HDS"), which are small business debtors that have sought relief under Subchapter V of Chapter 11 of the Bankruptcy Code. 5AAB Holding ("Holding") is a real estate holding company that owns the real estate where HDS operates. During the initial months of the case, the Debtors continued to manage their affairs and operate as going concerns. However, in late 2021, the Debtors became aware of an opportunity to sell the assets owned by Transport for a substantial sum that was sufficient to pay their main creditor, First Financial Bank, in full. The Court approved the sale on December 16, 2021. In conjunction with the Sale Order, Transport sold its trucks and trailers, and paid the Debtors' main secured creditor, First Federal Bank, in full. Transport has now ceased operating. At the time that the Debtors engaged in a sale of the Transport trucks and trailers, there was pending an original set of reorganization plans. Those original plans were based on a complete restructuring of the affairs of the Debtors through retention of their assets; no sale of the Transport equipment was anticipated. Once the sale of the Transport equipment was completed, the Debtors determined it would be in their best interest to sell the Real Estate owned by Holding. They moved for the employment of a broker, sought the ability to withdraw their original plans, and asked the Court to extend a new deadline to file amended plans. On March 30, 2022, the Court entered the Order Granting Motion of Subchapter V Debtors to (1) Withdraw Plan and (2) Set an Extended Deadline for a New Plan to be Filed (Doc. 118), which permitted the withdrawal of the original plans and extended the plan deadline to June 29, 2022. Further, on April 4, 2022, the Court entered an order permitting the employment of a broker to sell the business of HDS and the Real Estate. Since then, the Debtors have been operating HDS and Holding in the ordinary course of business and have been working with the employed broker to find a buyer for HDS and the Real Estate. Holding has continued to pay all post-petition obligations in the ordinary course of business. The business and assets of HDS are listed for sale with the Broker and so is the Real Estate. The Subchapter V Debtors intend to continue with the operations of HDS until it is sold. Holding intends to continue to own and operate the Real Estate which will be used for the operations of the Subchapter V Debtors until such time as the Real Estate is successfully sold. The Debtors believe that their ongoing revenue generation will be sufficient to make the payments required by the Plans, and that all creditors will be paid in full upon the sale of the Real Estate. As to Class 4 general unsecured claims against Holding, there are no known Class 4 claims. All claims in this Class 4, if any, will be paid in full upon closing of the sale of the Real Estate. Class 5 is the class for intercompany claims by the Subchapter V Debtors that may be against Holding. The general unsecured claims of the Subchapter V Debtors were not paid from the sale of the Transport assets. Therefore, the Debtors will pay the creditors of the Subchapter V Debtors from the sale of the Real Estate, including all priority and administrative claim creditors. No payments will be made until the Real Estate is sold. The Debtors estimate that the amount of Class 5 claims is $232,382. This amount includes an estimated $60,000 for the preference claim of the DFC Liquidating Trust which is a disputed claim against SJS. It filed its claim, Proof of Claim No. 1 against SJS, for $201,916, which the Debtors believe is objectionable. The Debtors believe this is not a valid claim and should be disallowed, and reserve all rights to object in full but have estimated a possible outcome of an objection based on the analysis of the preference claims. This estimate also includes an anticipated $15,000.00 administrative expense claim of the Subchapter V Trustee for the Subchapter V Debtors. On a post-confirmation basis, the Subchapter V Debtors will fund the payments due under the Plans through revenues derived from the HDS repair businesses. Those revenues will also be used to fund the Holding Plan. Distributions under the Holding Plan, if any, will be made by the Subchapter V Debtors. Once the Real Estate is sold, the claims that will be paid from the sale of the Real Estate will be paid at closing if they are secured claims. Counsel for the Debtors: Thomas R. Allen, Esq. Richard K. Stovall, Esq. James A. Coutinho, Esq. ALLEN STOVALL NEUMAN & ASHTON LLP 17 South High Street, Suite 1220 Columbus, OH 43215 Tel: (614) 221-8500 Fax: (614) 221-5988 E-mail: allen@asnalaw.com stovall@asnalaw.com coutinho@asnalaw.com A copy of the Disclosure Statement dated June 29, 2022, is available at https://bit.ly/3OyYEJR from PacerMonitor.com. About 5AAB Transport SJS Transport, LLC, Heavy Diesel Service, LLC, and 5AAB Holding, LLC also simultaneously filed for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case Lead Case No. 21-52150) on June 21, 2021. 5AAB Holding, LLC, also filed a Chapter 11 petition but did not elect to proceed under Subchapter V. Judge John E. Hoffman, Jr. oversees the cases. In its petition, 5AAB Transport disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Each of its affiliates reported total assets of up to $500,000 and total debt of up to $10 million at the time of the filing. Navdeep Sidhu, member, signed the petitions. The Debtor tapped Allen Stovall Neuman & Ashton, LLP as bankruptcy counsel and RE/MAX Town Center Commercial as real estate broker. 85 FLATBUSH RHO: Ohana Unit Takes Control of Hillary Hotel ---------------------------------------------------------- Akiko Matsuda of The WallStreet Journal reports that a bankruptcy judge confirmed the chapter 11 exit plan proposed by the lender of The Tillary Hotel, a boutique lodging in Brooklyn, despite objections from the property's owner and a junior creditor. Judge Robert Drain of the U.S. Bankruptcy Court in White Plains, N.Y., on Thursday, June 30, 2022, cleared the way for the plan submitted by TH Holdco LLC, an affiliate of hospitality-focused Ohana Real Estate Investors LLC, that acquired a $70 million senior mortgage loan backed by the property in January 2022. TH Holdco, LLC, is indirectly owned by Ohana related entities. Ohana is a vertically integrated investment firm focused on full-service hotels. Ohana invests in both equity and credit opportunities through dedicated commingled fund vehicles. TH Holdco, LLC, currently holds debt secured by the assets of 85 RHO Hotel and 85 RHO Residential, which debt was acquired on January 28, 2022. As reported in the TCR, TH Holdco asked the Court to confirm its Plan over the plan proposed by the Debtors. TH Holdco claims that the TH Holdco Plan is superior to the Debtors' Plan. It noted that the Debtors' Amended Plan is subject to financing in the amount of $78 million, an no financing commitment has been filed to date. Furthermore, the Debtors' Amended Plan is subject to entry into a long-term agreement with the New York City Department of Homeless Services ("DHS"). TH Holdco added that if is the successful bidder, pursuant to its proposed plan, TH Holdco will pay Allowed General Unsecured Claims in Classes 6 (85 Flatbush RHO Hotel General Unsecured Claims) and 8 (85 Flatbush RHO Residential General Unsecured Claims) in full in Cash with interest. Unlike the Debtors Amended Plan, TH Holdco is funding an initial distribution pool for those unsecured creditors of $1.25 million so there will be an immediate and substantial distribution to those unsecured creditors. The remaining amount will be paid with interest within 12 months of the Effective Date including by funding from TH Holdco's ownership if needed to make sure there is sufficient funds to make that payment which payment will be guaranteed by a credit worthy affiliate of Ohana. A copy of the TH Holdco Disclosure Statement dated May 13, 2022, is available at https://bit.ly/3Nh5Wk8 from PacerMonitor.com. About 85 Flatbush RHO Mezz 85 Flatbush RHO Mezz LLC is the 100% owner of 85 Flatbush RHO Hotel LLC and 85 Flatbush RHO Residential LLC. RHO Hotel and RHO Residential collectively own the property located at 85 Flatbush Extension, Brooklyn, N.Y. The property is a 132,641-square-foot, 12-story, mixed use property consisting of a 174-room boutique hotel on the first six floors known as the Tillary Hotel Brooklyn, a 58,652-square-foot 64-unit luxury multi-family building and a 5,642-square-foot parking garage. The residential component of the property has nine studios, 26 one-bedroom units and 29 two-bedroom units. 85 Flatbush RHO Mezz and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-23280) on Dec. 18, 2020. In its petition, 85 Flatbush RHO Mezz disclosed between $50 million and $100 million in both assets and liabilities. Judge Robert D. Drain oversees the cases. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's legal counsel. A.G. DILLARD: Unsecureds Owed $5-Mil. to Recover 15% in Plan ------------------------------------------------------------ Judge Rebecca B. Connelly has entered an order approving the Second Amended Disclosure Statement of A.G. Dillard, Inc. August 4, 2022 at 11:00 am by videoconference is fixed as the date, time and place of hearing upon confirmation of said Plan. July 28, 2022 is fixed as the last date for filing and serving written objections to confirmation of the Debtor's Plan. Latest Plan and Disclosure Statement According to the Second Amended Disclosure Statement, the Debtor has reduced its overhead costs by approximately 40 percent and intends to focus its future business on local work with a smaller fleet of equipment. As such, the Debtor filed on May 26, 2022, a motion to sell 48 pieces of equipment. In addition, the Debtor has recently determined that another sale motion will be feasible for continued operation and allow the Debtor to maximize creditor recoveries. Importantly, the Debtor anticipates either (i) obtaining sufficient funds to pay off all secured lenders other than BRB through the Proposed Second Sale Motion, which the Debtor anticipates setting for hearing in conjunction with the Confirmation Hearing and (ii) consenting to relief from stay and surrendering certain Equipment. On June 14, 2022, the Debtor filed a motion seeking to enter into an agreement with the Lender, which will require the consent and agreement of BRB, to finance the Debtor's remaining collateral at 80% of the Lender's valuation of same ("Exit Financing"). As the only remaining secured creditor after the Sale Motions and consensual relief from stay, the proceeds of the Exit Financing Motion would be used primarily to pay down the Allowed Secured Claim of BRB, but also to fund the payment of administrative claims in the case. Class 2 General Unsecured Claims total $5,082,748. Holders of Class 2 Allowed Claims will share pro rata in 20 quarterly distributions in the amount of 40% of quarterly net income. Quarterly net income will be defined as funds remaining after payment of all ordinary and necessary business expenses and Plan payments (including payment in full of Administrative Claims) in a given 3-month period. In the Debtor's business judgement, it needs to maintain control of the remaining 60% of quarterly net income in order to maintain profitable business operations post-Effective Date and to account for unexpected business expenses and other unexpected business events, including investments of working capital. The extent of the recovery for Class 2 Allowed Claims is speculative, but is expected to be approximately 15%. The first payment to Class 2 will be paid within 60 days from the Effective Date and subsequent payments, every 3 months thereafter. To the extent Creditors in Class 2 have claims that have not yet been allowed due to anticipated payment from another source as a result of the Debtor's assumption or rejection of an Executory Contract, the Debtor will reserve for a distribution in the lesser of the full amount of the claim or any agreed undisputed amount. As identified in section II(E), supra, the Committee has received payment of $25,000 from the Breeden Order. Class 2 Allowed Claims will receive their pro rata share of this payment in the first distribution. Class 2 is impaired. Payments and distributions under the Plan will be funded by (i) the Sale Motions, (ii) proposed Exit Financing, (iii) sale of the Debtor's equity; and (iv) the Debtor's ongoing business operations. Counsel for the Debtor: Robert S. Westermann, Esq. Brittany B. Falabella, Esq. HIRSCHLER FLEISCHER, P.C. The Edgeworth Bldg. 2100 East Cary St., P.O. Box 500 Richmond, Virginia 23218-0500 Telephone: (804) 771-9500 Facsimile: (804) 644-0957 E-mail: rwestermann@hirschlerlaw.com bfalabella@hirschlerlaw.com A copy of the Order dated June 29, 2022, is available at https://bit.ly/3I3UVRX from PacerMonitor.com. A copy of the Disclosure Statement dated June 29, 2022, is available at https://bit.ly/3yyqakT from PacerMonitor.com. About A.G. Dillard, Inc. 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. A.G. Dillard 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. 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. AHERN RENTALS: S&P Cuts ICR to 'CC' on Announced Exchange Offer --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based equipment rental company Ahern Rentals Inc. to 'CC' from 'CCC'. At the same time, S&P lowered its issue-level rating on the second-lien notes to 'C' from 'CCC-'. The negative outlook reflects that we will lower our rating on Ahern to 'SD' (selective default) and our rating on the second-lien notes to 'D' (default) when the transaction closes. Ahern Rentals announced an exchange offer for its $550 million, 7.375% second-lien notes due in 2023. S&P views this transaction, when completed, as a distressed exchange and tantamount to a default because it believes creditors will receive less value than originally promised given a proposed three-year maturity extension. S&P said, "We view the proposed transaction as distressed and therefore, upon closing, tantamount to a default. In our view, the proposed exchange will result in bondholders receiving less value than promised, given that the maturity of the new notes will extend three years beyond the original May 2023 maturity. Additionally, given that its entire capital structure comes due over the next 6-12 months, we believe Ahern could face a conventional payment default without debt restructuring. "We believe the company's 2023 notes, after the exchange offer is completed, would have low recovery prospects. Any remaining notes outstanding after the exchange would be effectively subordinated to the new notes, and therefore creditors would receive low or no ultimate recovery in a default scenario. "The negative outlook reflects our expectation that we will lower the rating on Ahern to 'SD' if the company completes the exchange, given that we consider it distressed. We also expect to lower the issue-level ratings on its second-lien notes to 'D'." ESG Credit Indicators: E-2, S-2, G-3 ALISAL WATER: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Alisal Water Corporation (Alco)'s Long-Term Issuer Default Rating (IDR) at 'BB-' with a Stable Rating Outlook. Fitch has also affirmed Alco's senior secured rating at 'BBB-'/'RR2'. The 'RR2' rating for the senior secured bonds reflects Fitch's expectation of superior recovery for the debt security in an event of default. KEY RATING DRIVERS Small Operational Scale: The size of Alco's operation limits the utility's ratings as small changes in revenue and/or expenses can have a material impact on financial metrics. However, such changes have a limited downside given that Alco's regulatory rates include a 50% fixed charge cost recovery and the Purchased Power Expense Offset (PPEO) and Purchased Power Balancing Account (PPBA), both power cost recovery mechanisms. Fitch expects Alco's asset base and operations to generate an average annual operating EBITDA of around $2 million and an average annual FFO above $1 million during the forecast period. Improving Credit Metrics: Assuming normal usage patterns, Fitch expects FFO leverage to trend down towards 2.7x in 2024, compared to 3.5x at year-end 2021. 2021 benefitted from flat yoy water volumes, the successful recovery of prior period power costs and the recovery of previously assumed uncollectible customer accounts, through state (and other local government) programs. In addition, Alco benefitted from roughly $600,000 in Paycheck Protection Program loans that were forgiven in 2021. The expected improvement in credit metrics over the forecast period is the result of steady assumed water volumes and power cost recovery mechanisms leading to consistent financials results, along with a debt amortization schedule of approximately $600,000 to $800,000 annually over the forecast period. Regulatory Environment: Alco is regulated by the California Public Utilities Commission (CPUC) and is allowed to earn an above average 10.7% ROE on a below average 30% equity capital structure based on a 2011 General Rate Case (GRC) decision. Since 2011, as Alco's small size classifies it as a Class B utility in California, the company has been able to update rates for its cost of providing service through Tier 2 Advice Letters, a less arduous and time consuming process versus a full GRC. The company is exposed to varying customer water usage patterns since the revenues are not fully decoupled. Recent water conservation efforts have caused Alco to not meet its annual revenue requirement set in the 2011 GRC. Given that these water conservation efforts are within Alco's region, Fitch does not expect an increase in water volumes sold, unless the utility's service territory experiences significant growth. However, Alco's ability to recoup increasing power costs from customers has offset some of the downward pressure caused by reduced water volumes sold. Positive Free Cash Flow Generation: Alco is unique compared with the rest of Fitch's utilities coverage given its ability to directly collect costs from developers for new projects prior to commencing development. After the infrastructure is completed, Alco collects the costs to operate and maintain the new facilities through bills paid by the new customers, as well as recognize deprecation on the new assets. While the projects are added to Alco's balance sheet, they do not earn a rate of return nor are they added to the company's regulated rate base. The ability to funded growth externally, prior to construction, provides Alco the opportunity to be consistently free cash flow positive while still growing. Standalone C-Corp and Ownership: Alco is a private family-owned C-corporation, a member of which is also the president and CEO. Alco is the exclusive holder of the water utility assets and the issuer of all debt outstanding with no material operating subsidiaries. The legal structure is unlike most Fitch-rated utility peers, lacking the benefit of being part of a larger utility family and is not subject to private equity ownership. While unique, Alco's corporate structure, including ownership by the current president and CEO, does not have a material impact on Fitch's assessment of the credit. DERIVATION SUMMARY Alco's rating is primarily driven by the utility's small scale of operations, that generates annual operating EBITDA of $1.5 million - $2.0 million. Alco has a weaker business risk profile compared to peer Mountaineer Gas Company (MGC; BBB-/Stable), mainly due to its smaller size. MGC services approximately 220,000 natural gas customers in West Virginia compared to approximately 30,000 water customers at Alco. The two entities are similar on a regulatory front since they lack full revenue decoupling and weather normalization recovery mechanisms. Similarly, Alco has a weaker business risk profile than peers, The Berkshire Gas Company (BGC; A-/Stable) and The Southern Connecticut Gas Company (SCG; A-/Stable), due to its small size of operations and concentrated customer base. BGC and SCG also operate in more favorable regulatory environments that allow full revenue decoupling. BGC and SCG also benefit from their ownership by AVANGRID, Inc. (BBB+/Negative), which owns eight regulated electric and natural gas distribution utilities, while Alco is a stand-alone entity. Assuming normal usage patterns, Fitch expects Alco's FFO leverage to decline towards 2.7x in 2024, lower than peers BGC, MGC, and SCG. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Revenue remains relatively flat throughout the forecast period due to water conservation efforts placing downward pressure on volume of water sold; -- EBITDA margins average 23-24%, less than the EBITDA margin achieved in 2021; -- Capex of $2.5 million throughout the forecast period related to updating meters, main replacements, and pumping equipment; -- Secured debt repayments according to the amortization schedule assumed over the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- A positive rating action is not likely due to Alco's small scale of operations; however, Fitch would consider an upgrade if operating EBITDA were to reach $10 million while FFO leverage is maintained below 5.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- If Fitch were to expect FFO leverage to exceed 6.0x, on a sustained basis; -- An adverse regulatory decision that meaningfully reduces the stability and predictability of earnings and cash flow; -- Deterioration in liquidity. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Alco ended 2021 with $612,000 in available cash. Alco does not have a revolving credit facility, but the CEO and his family (founders of the company in 1932) have shown that they will support the company's liquidity position if needed. Alco is required to keep about $700,000 in restricted cash to meet funding needs related to the senior secured All State bond due in 2027. Debt amortization of approximately $2.6 million is expected over the forecast period. ISSUER PROFILE Alisal Water Corporation (Alco) is a privately owned public utility that began serving water in 1932. The utility was incorporated in 1950, and in the 1960s the area served was annexed to the City of Salinas, California. The company currently serves 30%-40% of the city of Salinas in Monterey County through roughly 9,100 service connections (approximately 30K people). 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 ---- ------ -------- ----- Alisal Water LT IDR BB- Affirmed BB- Corporation senior secured LT BBB- Affirmed RR2 BBB- ALL YEAR HOLDINGS: Zelig Weiss Says Disclosure Statemet Inadequate ------------------------------------------------------------------ Zelig Weiss objects to the motion of All Year Holdings Limited to approve the Disclosure Statement. Weiss originally developed and conceived of the William Vale and now owns the other half of the hotel alongside the Debtor through his 50% membership interest in Wythe Berry Member LLC ("Member LLC"), which is the sole owner of another entity, Wythe Berry Fee Owner, LLC ("Fee Owner"), which holds title to the property. Weiss asserts, in an adversary proceeding filed just prior to this Objection, that the William Vale Sale is unlawful because it seeks to sell the Debtor's interest in Member LLC (which the Debtor holds through a shell company subsidiary) to the Plan Sponsor without Weiss's consent as required under the Member LLC operating agreement, and also because YGWV has dissolved as matter of New York law. Weiss seeks a declaratory judgment on these issues and an injunction prohibiting the Debtor from consummating the William Vale Sale. A discussion of these issues should be added to the Disclosure Statement so that voting creditors are aware of Weiss's position, which, if accepted by the Court, will affect the ability of the Debtor to consummate the Plan in its current form. Weiss also objects to the adequacy of the Disclosure Statement insofar as it omits reference to the competing offer of $2.2 million that Weiss made for the Debtor's 50% interest in the William Vale. The Disclosure Statement should be modified to reflect both Weiss's earlier $2.2 million offer and his ongoing willingness to acquire the Debtors' interest in the William Vale for that same amount. Finally, the Disclosure Statement is inadequate to the extent it fails to sufficiently describe the circumstances surrounding the $37 million confession of judgment executed in favor of an affiliate of the Plan Sponsor on the eve of the chapter 11 filing. The Debtor proposes to allow the claim resulting from the confession of judgment in full as a general unsecured claim. Significant questions appear to exist, however, regarding the legitimacy of this judgment, including whether the Debtor is even liable on the debt that purportedly underlies the judgment, and the relationship between Yoel Goldman (the Debtor's former principal) and the Plan Sponsor. The Debtor must provide additional information sufficient to answer these questions. A full-text copy of Weiss' objection dated July 5, 2022, is available at https://bit.ly/3IlfqcO from PacerMonitor.com at no charge. Counsel to Zelig Weiss: Kristopher M. Hansen Nicholas A. Bassett Jason M. Pierce Will Clark Farmer PAUL HASTINGS LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 krishansen@paulhastings.com nicholasbassett@paulhastings.com jasonpierce@paulhastings.com willfarmer@paulhastings.com About All Year Holdings Limited All Year Holdings Limited is a real estate development company founded by American real estate developer Yoel Goldman. It operates as a holding company, which, through its direct and indirect subsidiaries, focuses on the development, construction, acquisition, leasing and management of residential and commercial income producing properties in Brooklyn, N.Y. The company's portfolio includes 1,648 residential units and 69 commercial units in Bushwick, Williamsburg, and Bedford-Stuyvesant. All Year Holdings sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021. At the time of the filing, the Debtor listed $1 billion to $10 billion in assets and liabilities. Judge Martin Glenn oversees the case. Weil, Gotshal & Manges LLP, led by Matthew Paul Goren, Esq., is the Debtor's bankruptcy counsel while Koffsky Schwalb, LLC and Bartov & Co. serve as special counsels. Donlin Recano & Company, Inc. Is the Debtor's administrative agent. ALPHATEC HOLDINGS: L-5 Healthcare Reports 13.49% Equity Stake ------------------------------------------------------------- L-5 Healthcare Partners, LLC disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of June 9, 2022, it beneficially owns 14,588,793 shares of common stock of Alphatec Holdings, Inc., representing 13.49 percent of the shares outstanding. Paul Segal also reported beneficial ownership of 14,927,618 Common Shares. The percentage calculation is based upon (i) 101,759,170 shares of Common Stock outstanding as reported in the Issuer's Form 10-Q filed on May 5, 2022, plus (ii) the shares of Common Stock issuable upon exercise of the Warrants. L-5 directly holds 8,242,761 shares of Common Stock reported in this Schedule 13D and 6,346,032 shares of Common Stock that will be issuable following the exercise of the Warrants held by L-5. As a result of his relationship with L-5, Paul Segal may be deemed the beneficial owner of all such shares of Common Stock. Mr. Segal, however, disclaims beneficial ownership of such shares, except to the extent of his indirect pecuniary interest. Mr. Segal also directly holds 338,825 shares of Common Stock reported in this Schedule 13D. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1350653/000114036122024353/brhc10039225_sc13da.htm About Alphatec Holdings Alphatec Holdings, Inc. (ATEC) (www.atecspine.com), through its wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC architects and commercializes approach-based technology that integrates seamlessly with the SafeOp Neural InformatiX System to provide real-time, objective nerve information that can enhance the safety and reproducibility of spine surgery. Alphatec reported a net loss of $144.33 million for the year ended Dec. 31, 2021, a net loss of $78.99 million for the year ended Dec. 31, 2020, a net loss of $57 million for the year ended Dec. 31, 2019, and a net loss of $28.97 million for the year ended Dec. 31, 2018. ANDOVER SENIOR: Wins Cash Collateral Access Thru Sept 30 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas authorized Andover Senior Care, LLC to continue using cash collateral for its operating expenses, on an interim basis from July 1 to September 30, 2022. The Debtor represented that, at the time of filing of the bankruptcy, it had accounts receivable valued at approximately $272,292 and deposit accounts having a balance of approximately $83,000. The accounts receivable and deposit account balances at the time of filing are Dwight Capital's cash collateral. Consistent with the Court's prior Order, the Debtor: (i) may not use the cash collateral to pay legal fees and U.S. Trustee fees; and (ii) will use cash collateral to escrow with Dwight Capital property and casualty insurance on a monthly basis in the amount of $4,016 for the property at 408 E. Central and the property at 224 E. Central. The Debtor's obligation to escrow with Dwight Capital the property and casualty insurance for the skilled nursing facility will continue until the time as the SNF is abandoned, sold, no longer subject to the Court's stay, or upon subsequent Order of the Court. As adequate protection for the Debtor's post-petition use of cash collateral as set forth therein, the Court grants in favor of Dwight a replacement lien in and against the Debtor's post-petition deposits and accounts receivable to the extent of cash collateral used. The Court denies Dwight's request to expand the scope of the replacement lien. After balancing the Housing and Urban Development regulations under section 232 of the National Housing Act applicable to residential health care facilities and the bankruptcy law applicable to the Chapter 11 case, the Court denies at this time HUD and Dwight's request to require Debtor to make ongoing Mortgage Insurance Premium escrow payments from cash collateral as additional adequate protection. The Debtor is authorized to pay additional accounting expenses of $6,750 incurred in June 2022 for preparing a cost report to Medicare and Medicaid required by the Center for Medicare Services. In July 2022, the Debtor expects to receive $118,580 from Home Community Based Services for payment of employee retention bonuses to its staff. The Debtor is authorized to disburse to its employees the HCBS Funds received for employee retention bonuses. A final hearing on the matter is scheduled for July 21, 2022 at 2 p.m. A copy of the order is available at https://bit.ly/3ymPCss from PacerMonitor.com. About Andover Senior Care, LLC Andover Senior Care, LLC owns and operates an assisted living facility in Andover, Kansas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-10139 ) on March 11, 2022. In the petition signed by Dennis L. Bush, managing member, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Mitchell H. Herren oversees the case. Mark Lazzo, Esq., at Mark J. Lazzo, Attorney At Law is the Debtor's counsel. ANDREW'S GARDEN: Unsecureds to Recover 100% via Quarterly Payments ------------------------------------------------------------------ Andrew's Garden, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a First Amended Plan of Reorganization dated July 5, 2022. The Debtor operates a retail florist and gift shop located at 131 West Wesley Street, Wheaton, Illinois ("Location"), pursuant to a lease. The Debtor's business consists of retail sales of custom floral arrangements and home decor and entertaining gifts, as well as providing full-scale floral services for weddings and other events. The shareholders are husband and wife, Andrew Parravano ("Andrew") and Tonya M. Parravano ("Tonya") (collectively, the "Parravanos"). Andrew, as President, is a 60% shareholder and Tonya, as Vice President, is a 40% shareholder. The Debtor required relief under the Bankruptcy Code to stem collection actions by one of its secured creditors and to reorganize its unsecured debt. Since the filing of the Chapter 11 case, the Debtor has been operating profitably and is paying its debts as they become due. The Debtor's business has been bolstered by a post-COVID resurgence of weddings and events as well as strong retail sales resulting in a sustained year-to-date growth trend of more than 20% over last year's revenue. Pursuant to Subchapter V of Chapter 11 of the Bankruptcy Code, Neema T. Varghese has been appointed Trustee to perform the duties required under the Bankruptcy Code. The Plan provides for 100% payment of all Allowed Unsecured Claims over a fifty one (51) month period. The Debtor is the proponent of the Plan. The Plan provides for distribution to creditors with Allowed Claims from funds realized from the continued operation of the Debtor's business by the Debtor. Class 6 consists of General Unsecured Claims. The Debtor estimates that approximately 24 creditors hold general Unsecured Claims aggregating approximately $148,000.00. Each holder of an Allowed Class 6 Claim shall receive a pro-rata share of 17 quarterly installments (51 months), beginning in the amount of $3,500.00 and increasing in the amounts described in the Cash Flow Projections, with the first installment payable on or before the end of the third full calendar month following the Effective Date, with each succeeding payment to be paid on or before the end of every third full calendar month period thereafter. Payments to Class 6 Creditors may be accelerated by the Debtor without penalty. Class 6 Claims are impaired under the Plan. Class 7 consists of Shareholder Interests. The Debtor is a closely held corporation. The Parravanos are the sole shareholders of the Debtor and are the holders of the Allowed Class 7 Interests. Under the Plan, Andrew will retain his 60% stock interest in the Debtor and Tonya will retain her 40% stock interest in the Debtor. Class 7 is not impaired under the Plan. Since the Unsecured Claims equal approximately $148,000.00, the 100% payment to the holders of the Allowed Unsecured Claims under the Plan represents more than unsecured creditors would ever receive in a liquidation, if anything. Furthermore, the existing trade debt to be paid according to ordinary business terms would also be included in the pool of Administrative Claims, thereby substantially increasing the total dollar amount due Administrative Claimants in a liquidation and further reducing the funds available for unsecured creditors. Distributions under the Plan shall be made from proceeds realized from the continued operation of the Debtor's business by the Debtor. The Debtor does not intend to borrow funds but reserves the right to borrow funds to make the Plan payments. The Debtor expects to generate cash to pay Administrative, Wage and Tax Claims and Allowed Claims in Classes 1 through 6 in full. 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 First Amended Plan dated July 5, 2022, is available at https://bit.ly/3RdLaVn from PacerMonitor.com at no charge. Debtor's Counsel: Scott R. Clar (Atty. No. 06183741) Crane, Simon, Clar & Goodman 135 South LaSalle St., Suite 3950 Chicago, Illinois 60603 (312)641-6777 sclar@cranesimon.com About Andrew's Garden Based in Wheaton, Ill., Andrew's Gardens, Inc. is a European-style flower shop and unique gift boutique specializing in couture floral design for everyday deliveries, weddings, and other celebrations. Andrew's Gardens sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-01249) on Feb. 3, 2022. In the petition signed by Tonya Parravano, vice president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge A. Benjamin Goldgar oversees the case. John Lynch, Esq., at Lynch Law LLC and Anne Marie Craighead at AMC Accounting Solutions, Inc. serve as the Debtor's legal counsel and accountant, respectively. APOLLO ENDOSURGERY: Sharon O'Keefe Joins Board of Directors ----------------------------------------------------------- Apollo Endosurgery, Inc. has appointed Sharon O'Keefe to its Board of Directors, effective July 6, 2022. "We are thrilled to welcome Sharon to the Apollo Endosurgery Board," said Chas McKhann, president and CEO of Apollo. "We believe that Sharon's extensive experience across the healthcare industry will help Apollo strengthen its position as a leader in therapeutic endoscopy and support the company's growth plans in the years ahead." Ms. O'Keefe was president of the University of Chicago Medical Center from 2011 to 2020, overseeing a network of physicians and clinics with 10,000 employees and annual operating revenue in excess of $2 billion. Previously, Ms. O'Keefe served in executive leadership roles at Loyola University Medical Center, Barnes Jewish Hospital, Johns Hopkins Hospital, Montefiore Medical Center, the University of Maryland Medical System, and Beth Israel Deaconess Medical Center. Ms. O'Keefe currently serves as a non-executive director at Convatec Group, a $2 billion global manufacturer of products for would care, critical care, and infusion devices, and at Adtalem Global Education, a $1.1 billion global educational services and workforce solutions provider that focuses on diversity and empowering individuals. Ms. O'Keefe previously served on the board of Vocera Communications, a $200 million healthcare technology company, which was acquired by Stryker in 2022. Ms. O'Keefe has an M.S. in Nursing Administration from the Loyola University of Chicago, and a B.S. in Nursing from Northern Illinois University. "Apollo Endosurgery offers unique and differentiated technologies that have a tremendous opportunity to positively impact patient care," said Ms. O'Keefe. "I look forward to working with the Board to expand the reach of Apollo's products for defect closure and endobariatric procedures to more patients, physicians and healthcare systems." Apollo also announced that Rick Anderson has retired from the Apollo Board of Directors, effective immediately. Mr. Anderson, Chairman of Revival Healthcare Capital, has served as a member of the Apollo Board of Directors since 2013. "The team at Apollo are indebted to Rick for his strategic leadership of the company over many years," said McKhann. "Rick is a passionate leader with an unwavering belief in the potential for Apollo's products to transform endoscopic procedures and improve patient care. We wish him all the best in his future endeavors." In connection with her appointment to the Board, and in accordance with the Company's Amended and Restated Non-Employee Director Compensation Policy, (i) Ms. O'Keefe will be granted, pursuant to the Company's 2017 Equity Incentive Plan, an initial restricted stock unit award to acquire the Company's common stock at a later date, to be valued at $230,000 in the aggregate, and (ii) the Company will pay Ms. O'Keefe an annual retainer of $45,000 for service as a member of the Board. About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $24.68 million for the year ended Dec. 31, 2021, a net loss of $22.61 million for the year ended Dec. 31, 2020, and a net loss of $27.43 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $125.02 million in total assets, $69.98 million in total liabilities, and $55.03 million in total stockholders' equity. ARMSTRONG FLOORING: Extends Possible Workers Layoffs Deadline ------------------------------------------------------------- Lisa Scheid of Lancaster Online reports that Armstrong Flooring has notified its United States workers, including 606 in Lancaster County, that they may remain employed as long as two weeks after the company expects to either have a buyer or announce a shutdown on July 7. The layoffs would come if the company is unable to complete a sale with a qualified bidder that would operate some or all of its facilities. In May, the East Lampeter Township-based Armstrong Flooring had told workers that layoffs could come as early as June 17 and as late as July 1, 2022 as it sought to sell the company. The company was scheduled to present the winning bid or bids in Delaware bankruptcy court on Wednesday but postponed a sale hearing until July 7, which is when its $24 million bankruptcy loan is supposed to be paid back. Armstrong Flooring said it would continue its auction of assets on Tuesday in hopes of getting "higher and better bids." It already has a qualified bidder for its Chinese and Australian assets. The company's communications team told LNP|LancasterOnline Thursday that it sent a "supplemental WARN Notice to employees on Wednesday indicating that conditional layoffs may occur between July 7-21 if the company is unable to execute a transaction with a qualified bidder that would operate some of all of the companies facilities as a going concern." The layoffs are not a certainty. A Worker Adjustment and Retraining Notification (WARN) notice filed with the state Department of Labor & Industry is required under federal law when a company anticipates a mass layoff is possible within 60 days. The company would likely need some workers for a wind down if it was not sold, it has indicated in court filings. Earlier this month the company asked the court to approve a bonus plan for 50 mid-level managers who were important to assist with the sale. A smaller subset would be needed for wind down, if the buyer was a liquidator and did not intend to operate the company. Asked if the company would have enough money to pay the workers, given that its loan is due July 7, 2022, Armstrong Flooring responded, "All employees will be paid for hours worked." Through its bankruptcy loan, Armstrong Flooring had sought leeway from the court and its lenders to focus on critical needs to keep the company going through bankruptcy. Its present finances aren't clear. At the end of May the company reported it had about $5 million cash balance. Its monthly payroll and benefits was $1 million and it spent about $800,000 for payroll taxes. It lost $28 million in May, according to the report. The company owes an estimated $318 million, including $160 million in long-term debt. It received court approval to sell off its assets it values at $517 million. Armstrong operates seven manufacturing plants in three countries. Two plants are in Pennsylvania, one in Lancaster city and one in Beech Creek Township, Clinton County. There are plants in Illinois, Mississippi, Oklahoma and one plant each in China and Australia. The plants in China and Australia are not part of the bankruptcy but are part of the sale. The assets also include trademarks and intellectual property. Armstrong Flooring said Wednesday that it had identified a lead bidder for its Australian and Chinese assets, both of which exceeded the starting bids following multiple rounds of bidding. There were at least three bids, according to court filings by creditors who are a party to the process. Approximately 289 manufacturing employees in Mississippi and Lancaster are represented by various unions including the United Steelworkers and International Association of Machinists and Aerospace Workers, the unions have said. Armstrong Flooring also hires full- and part-time independent contractors, and temporary employees. According to Armstrong, there are 215 employees at its facilities on Dillerville Road and Loop Road in Lancaster, and 391 are assigned to or report to the Greenfield Corporate Office on Hempstead Road. There are 35 employees at its Beech Creek facility who are not represented by a union. There are 81 workers in Mississippi and 128 in Oklahoma, according to WARN notices in those states. The company also has about 337 workers in Illinois, according to its WARN notice in that state. About American Flooring Armstrong Flooring, Inc. (NYSE: AFI) -- https://www.armstrongflooring.com/ -- is a leading global manufacturer of flooring products and one of the industry's most trusted and celebrated brands. The company continually builds on its resilient, 150-year legacy by delivering on its mission to create a stronger future for customers through adaptive and inventive solutions. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring safely and responsibly operates eight manufacturing facilities globally. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10426) on May 8, 2022. In the petition signed by Michel S. Vermette, president and chief executive officer, the Debtor disclosed $517,000,000 in assets and $317,800,000 in liabilities. Judge Mary F. Walrath oversees the case. Skadden, Arps, Slate, Meagher and Flom, LLP is the Debtor's counsel. Riveron Consulting, LP is the financial advisor, Houlihan Lokey is the investment banker, and Epiq Corporate Restructuring, LLC, is the claims and noticing agent and administrative advisor. BARTLEY INDUSTRIES: Subchapter V Trustee Questions Fifth Plan ------------------------------------------------------------- Stephen J. Moriarty, Subchapter V Trustee ("Trustee") objects to confirmation of debtor Bartley Industries, Inc.'s Fifth Amended Plan of Reorganization filed on June 16, 2022. The Subchapter V Trustee points out that based on "historical" performance it is unclear whether Debtor will be able to make the payments required by the Fifth Plan. The Debtor must give a clear and complete explanation of the change in its "historical" performance between the numbers reported in the Fourth Plan and the Fifth Plan. The Trustee further points out that Further, it would appear that the feasibility of the Fifth Plan is dependent on confirmation of the AK Plan of Reorganization. Valliance Bank is the sole creditor of AK and a plan cannot be confirmed unless they accept the plan treatment. 11 U.S.C. Sec. 1129(a)(10). These matters directly impact any determination of the feasibility of the Plan. The Trustee further asserts that under the Fifth Plan, Debtor will have significant cash requirements at or around the time of confirmation of the Fifth Plan. It is likely Debtor will not be able to fulfil those requirements. Attorney for the Subchapter V Trustee: Stephen J. Moriarty, Esq. FELLERS, SNIDER, BLANKENSHIP, BAILEY & TIPPENS, P.C. 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102 Tel: (405) 232-0621 Fax: (405) 232-9659 E-mail: smoriarty@fellerssnider.com About Bartley Industries Bartley Industries Inc., a company that offers electrical maintenance, repair and installation services based in Norman Okla., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 21-12565) on Sept. 25, 2021. In the petition signed by Donna Bartley, president, the Debtor listed $1,733,842 in total assets and $2,003,791 in total liabilities The Law Offices of B. David Sisson serves as the Debtor's legal counsel. Susan Regier, CPA of the firm Regier, Cox & Associates, PLLC is the Debtor's accountant and financial consultant. BASIC ENERGY: Unsecureds Owed $158M to Get 0.4%-3.8% in Plan ------------------------------------------------------------ Basic Energy Services, Inc., et al., submitted a Combined Disclosure Statement and Joint Plan of Liquidation. Pursuant to prior orders of the Bankruptcy Court, the Debtors sold substantially all of their assets. T he Plan provides for the distribution of certain proceeds from such sales, as well as the distribution of other cash, and the creation of a liquidating trust that will administer and liquidate all remaining property of the Debtors, including Causes of Action (which includes the D&O Actions, the Avoidance Actions, and the Other Litigation Matters), not sold, transferred or otherwise waived or released before the Effective Date of the Plan. The Plan further provides for the substantive consolidation of all of the Debtors, the termination of all Equity Interests in the Debtors, the dissolution and wind-up of the affairs of the Debtors, and the transfer of any remaining Assets to the liquidating trust referred to as the "Liquidation Trust." The Plan also provides for distributions to certain Holders of Administrative Expense Claims and Priority Claims and to other Holders of Claims and the funding of the Liquidation Trust. Under the Plan, Class 6 Non-Tax Priority Unsecured Claims total $473,378. Each Holder of an Allowed Priority Unsecured Claim shall receive the following treatment at the option of the Debtors (prior to the Effective Date) or the Liquidation Trustee (on or after the Effective Date): (A) payment in full in Cash; or (B) such other treatment as is necessary to render such Claim Unimpaired. Class 6 is unimpaired -- creditors will recover 100% of their claims. Class 8 General Unsecured Claims total $157.99 million. Each Holder of an Allowed General Unsecured Claim will receive its pro-rata share of any proceeds of the Liquidation Trust Assets on the applicable Distribution Date. In addition to their Plan treatment, holders of Allowed General Unsecured Claims are also entitled to their Pro Rata share of the GSO General Unsecured Creditor Reserve, as ordered by the GSO, which shall include the Liquidation Trust Loan General Unsecured Creditor Funding Amount's allocable portion of the Liquidation Trust Minimum Return. Creditors will recover 0.4% to 3.8% of their claims. Class 8 is impaired. "GSO General Unsecured Creditor Reserve" means the GUC Recovery Pool, comprised of $1,500,000 distributed to the holders of the Prepetition Secured Notes Claims on account of the Prepetition Secured Notes and currently being segregated and held in escrow by or at the direction of the Prepetition Secured Notes Trustee for the benefit of each holder of an Allowed General Unsecured Claim, pursuant to and in accordance with the GSO. "Liquidation Trust Loan General Unsecured Creditor Funding Amount" means $250,000 of cash which shall be carved out of the Make-Whole Notes Reserve, transferred to the GSO General Unsecured Creditor Reserve, and loaned from the GSO General Unsecured Creditor Reserve to the Liquidation Trust pursuant to the Liquidation Trust Loan. As a result of the sale process and competitive auction, the aggregate purchase price generated for the Debtors' assets was approximately $100 million (subject to adjustments provided therein) plus other valuable consideration as provided in the Asset Purchase Agreements (as that term is defined in the Pre GSO Sale Orders), including the purchase of certain accounts receivable of approximately $21.5 million, assumption of certain prepetition and postpetition accounts payable of approximately $8 million, commitments to employ employees, and the assumption of certain operating liabilities. On September 23, 2021, the Court authorized the Debtors' entry into the Asset Purchase Agreements and consummation of the Pre GSO Sale Transactions. The Pre GSO Sale Transactions closed on October 1, 2021. The Debtors repaid the DIP Facility in full with the proceeds from the Pre GSO Sale Transactions on October 4, 2021. Counsel for the Debtors: Bruce J. Ruzinsky, Esq. Matthew D. Cavenaugh, Esq. Veronica A. Polnick, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: bruzinsky@jw.com mcavenaugh@jw.com vpolnick@jw.com A copy of the Combined Disclosure Statement and Joint Plan of Liquidation dated June 25, 2022, is available at https://bit.ly/3a5gsND from PacerMonitor.com. About Basic Energy Services Basic Energy Services, Inc. -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Jackson Walker LLP as bankruptcy counsel, Gray Reed & McGraw LLP as special counsel, Alixpartners LLP as restructuring advisor, Lazard Freres & Company as investment banker, and Province, LLC as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsels. Riveron RTS, LLC is the committee's financial advisor. BEST VIDEO: Unsecured Creditors Will Get 51% Dividend in 60 Months ------------------------------------------------------------------ Best Video Studio, LLC, d/b/a IGOTOFFER, submitted a Revised Amended Disclosure Statement in connection with the Revised Amended Small Business Plan of Reorganization dated July 5, 2022. The sole insider of Best Video Studio, LLC is Svetlana Ustinova who serves as principal of the corporation and individually holds 100% of the issued and outstanding shares of the corporation. Svetlana Ustinova, as a Debtor's principal and the sole shareholder, will continue to be employed by the reorganized debtor, with the monthly compensation rate of $5,000.00. Svetlana Ustinova's sole source of income is the salary from Best Video Studio LLC. Svetlana Ustinova does not have other sources of income and does not expect to have other sources of income outside of Best Video Studio after the plan confirmation. The Disclosure Statement and Plan of Reorganization incorporate the terms of the Settlement agreement reached between the Debtor and Google LLC, which was approved by the Bankruptcy Court on February 25, 2022. The Plan contemplates the reorganization of the Debtor's debts over the course of a 5-year period in accordance with the proposed treatment of each class. The Plan proposes to pay 51% dividend of the allowed general unsecured claims. Class 2 consists of the Google LLC Claim in the amount of $58,457.39. This claim is paid in full pursuant to the terms of the Stipulation and consent order. Class 3 General Unsecured Claims: * Uline with a claim amount of $28,916.07. This claim shall be paid 51% dividend ($14,747.19) in 60 monthly installment payments in the amount of $245.78. * American Express National Bank with a claim amount of $107,702.19. This claim shall be paid 51% dividend ($54,928.11) in 60 monthly installment payments in the amount of $915.46. * Capital One Business with a claim amount of $30,000.00. Not allowed, non-priority, unsecured, disputed claim. * Chase Bank with a claim amount of $62,628.89. Not allowed, non-priority, unsecured, disputed claim. * Kabbage, Inc. with a claim amount of $50,000.00. Not allowed, non-priority, unsecured, disputed claim. On June 9, 2020, the Court issued an order granting the Debtor's motion for allowance and immediate payment of certain pre-petition consumer claims and post-petition consumer claims. To date, all of consumer, pre-petition and post-petition claims, have been satisfied through the return of inventory, or were paid in full pursuant to the Court order, and thereafter withdrawn. Class 5 consists of Svetlana Ustinova as the equity interest holder. The equity interest holder shall retain her interest in the Debtor following confirmation, in consideration of a new value contribution, being made by her as the equity holder toward the payment of general unsecured creditor claims. The Debtor's principal will contribute funds in installments over the life of the plan, on as needed basis up to the full amount of $127,322.87, representing the principal's new value contribution. The Plan will be financed by continuing the reorganized business operations of the Debtor, as well as funds accumulated in the Debtor in Possession bank account. The Debtor has no accounts receivables. A full-text copy of the Revised Amended Disclosure Statement dated July 5, 2022, is available at https://bit.ly/3NNUHQf from PacerMonitor.com at no charge. Attorney for the Debtor: ALLA KACHAN, ESQ. 3099 Coney Island Ave, 3rd Floor Brooklyn, NY 11235 Tel: (718)513-3145 Fax: (347)342-315 E-mail: alla@kachanlaw.com About Best Video Studio Best Video Studio, LLC -- https://igotoffer.com/ -- owns an online business providing the service for consumers to exchange their used Apple products, such as iPhone, iPad, MacPro, etc. for cash, through the company's virtual platform. Best Video Studio filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-45523) on Sept. 13, 2019. The Hon. Nancy Hershey Lord oversees the case. At the time of filing, the Debtor had $200,510 total assets and $1,143,830 total liabilities. Alla Kachan, Esq. of LAW OFFICES OF ALLA KACHAN, P.C., is the Debtor's counsel. BRAZIL MINERALS: CEO Fogassa Has 48.89% Stake as of June 29 ----------------------------------------------------------- Marc Fogassa disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of June 29, 2022, he beneficially owns 2,976,543,899 shares of common stock of Brazil Minerals, Inc., representing 48.89 percent of the shares outstanding. Fogassa has served as chief executive officer and director of the Issuer since Dec. 18, 2012. In a series of transactions effected from Feb. 4, 2013 to Feb. 16, 2017, the Issuer granted shares of Common Stock to Fogassa and Sainte Valiere, an entity controlled by Fogassa, to satisfy contractually owed but unpaid employment compensation or other obligations owed to Fogassa. The transactions pursuant to which Sainte Valiere received the shares of Common Stock have been reported by Fogassa on various Reports on Form 4 filed with the SEC from June 26, 2014 through June 20, 2016. The transactions pursuant to which Fogassa received shares of Common Stock have been reported by Fogassa on a Report on Form 4 filed with the SEC on June 17, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1540684/000149315222018229/formsc13d.htm About Brazil Minerals Brazil Minerals, Inc., together with its subsidiaries, is a mineral exploration company currently primarily focused on the development of its two 100%-owned hard-rock lithium projects. Its initial goal is to be able to enter commercial production of spodumene concentrate, a lithium bearing commodity. Visit http://www.brazil-minerals.comfor more information. Brazil Minerals reported a net loss of $4.03 million for the year ended Dec. 31, 2021, a net loss of $1.55 million for the year ended Dec. 31, 2020, a net loss of $2.08 million for the year ended Dec. 31, 2019, and a net loss of $1.85 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $1.86 million in total assets, $1.05 million in total liabilities, and $807,664 in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. BRAZIL MINERALS: Lancaster Brazil Reports 2.3% Equity Stake ----------------------------------------------------------- Lancaster Brazil Fund LP disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Oct. 26, 2017, it beneficially owned in the aggregate 25,000,000 shares of Common Stock of Brazil Minerals, Inc., representing approximately 21.41% of the Issuer's outstanding Common Stock on that date, which shares Marc Fogassa was deemed to beneficially own due to his ownership and control of the General Partner, Lancaster Gestora de Recursos Ltda. As of June 29, 2022, the Reporting Person beneficially owned in the aggregate 78,947,368 shares of Common Stock of the Issuer, representing approximately 2.34% of the Issuer's outstanding Common Stock on that date, which shares Fogassa was deemed to beneficially own due to his ownership and control of the General Partner. Mr. Fogassa has served as chief executive officer and director of the Issuer since Dec. 18, 2012. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1540684/000149315222018426/formsc13d.htm About Brazil Minerals Brazil Minerals, Inc. is a U.S. mineral exploration and mining company with projects and properties in essentially all battery metals to power the Green Energy Revolution - lithium, rare earths, graphite, nickel, cobalt, and titanium. Brazil Minerals reported a net loss of $4.03 million for the year ended Dec. 31, 2021, a net loss of $1.55 million for the year ended Dec. 31, 2020, a net loss of $2.08 million for the year ended Dec. 31, 2019, and a net loss of $1.85 million for the year ended Dec. 31, 2018. As of Dec. 31, 2021, the Company had $1.56 million in total assets, $1.11 million in total liabilities, and $456,866 in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. BRAZIL MINERALS: Roger Noriega Reports 5.8% Equity Stake -------------------------------------------------------- Roger Noriega disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of June 29, 2022, he may be deemed to beneficially own in the aggregate 201,453,396 shares of common stock, 110,398,396 of which are owned outright and 91,055,000 of which are issuable upon the exercise of Options and/or conversion of Series D Convertible Preferred Stock, representing approximately 5.80% of the Issuer's outstanding Common Stock on that date (3,385,151,300 outstanding shares of Common Stock as of June 28, 2022). The Reporting Person's principal business occupation is managing director of Vision Americas, a Latin America-focused consulting group that he founded. The address of Vision Americas is 1909 K Street NW, Suite 330, Washington, DC 20006. Mr. Noriega also serves as independent director of the Issuer. Pursuant to a verbal compensation arrangement, the Issuer has granted to the Reporting Person, as compensation for his services as a director, options to acquire Common Stock on a quarterly basis, at an exercise price based on the average of the closing prices of the Common Stock for such quarter, and in the amount of shares such as to compute a Black-Scholes value of $12,500 for such grant. All Options granted by the Issuer vest immediately upon the date of the grant. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1540684/000149315222018230/formsc13d.htm About Brazil Minerals Brazil Minerals, Inc., together with its subsidiaries, is a mineral exploration company currently primarily focused on the development of its two 100%-owned hard-rock lithium projects. Its initial goal is to be able to enter commercial production of spodumene concentrate, a lithium bearing commodity. Visit http://www.brazil-minerals.comfor more information. Brazil Minerals reported a net loss of $4.03 million for the year ended Dec. 31, 2021, a net loss of $1.55 million for the year ended Dec. 31, 2020, a net loss of $2.08 million for the year ended Dec. 31, 2019, and a net loss of $1.85 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $1.86 million in total assets, $1.05 million in total liabilities, and $807,664 in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. BROOKLYN IMMUNOTHERAPEUTICS: Gets Noncompliance Notice From Nasdaq ------------------------------------------------------------------ Brooklyn ImmunoTherapeutics, Inc. received a notice from the Nasdaq Stock Market LLC on June 27, 2022, stating that the Company's common stock, par value $0.005 per share, fails to comply with the $50 million market value of listed securities requirement for continued listing on the Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(A) based upon the Company's Market Value of Listed Securities for the 31 consecutive business days prior to the date of the Notice. The Notice has no immediate effect on the listing of the Company's common stock on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule, the Company's common stock will be subject to delisting from Nasdaq. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until Dec. 26, 2022, to regain compliance with the minimum Market Value of Listed Securities requirement. To regain compliance, the Company's Market Value of Listed Securities must meet or exceed $50 million for a minimum of ten consecutive business days prior to Dec. 26, 2022. If the Company is unable to satisfy Market Value of Listed Securities requirement prior to the expiration of the 180-day compliance period, the Company may be eligible to transfer the listing of its common stock to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). If the Company fails to regain compliance during the 180 calendar day compliance period (and it does not elect and otherwise qualify to transfer its listing to the Nasdaq Capital Market), then Nasdaq will notify the Company that its common stock is subject to delisting, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel. 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. BUCKINGHAM TOWER: Condo Association Files Subchapter V Case ----------------------------------------------------------- Buckingham Tower Condominium, Inc., filed for chapter 11 protection in the Southern District of New York. The Debtor, a condominium association, filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor is in the business of owning and managing the common areas of the premises at 615 Warburton Avenue, Yonkers, NY and also owning and managing 25 sponsored apartment buildings. Each apartment is worth approximately $165,000. The Debtor is in the process of converting from a cooperative corporation to a condominium association. Titan Capital ID, LLC, holds a judgment of foreclosure and sale against the Debtor by assignment. Titan's liens against the Debtor total $2,282,657. The Debtor has made numerous large "paydowns" to Titan through the sale of various units. Titan has been cooperative in the past and extended various forbearance agreements. Unfortunately, Titan is no longer willing to forbear. The Debtor's goal is to satisfy Titan either through (i) the sale of some or all of the apartments, (ii) common charges generated, and/or (iii) refinancing. The Debtor does not have any employees. According to court filings, Buckingham Tower 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 28, 2022, at 1:30 PM at Office of UST (TELECONFERENCE ONLY). About Buckingham Tower Condominium Buckingham Tower Condominium Inc., a condominium association, is in the business of owning and managing the common areas of the premises at 615 Warburton Avenue, Yonkers, NY and also owning and managing 25 sponsored apartment buildings . Each apartment is worth approximately $165,000. Buckingham Tower Condominium Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22403) on June 30, 2022. In the petition filed by Jose Guerrero, as president, the Debtor estimated assets and liabilities between $1 million and $10 million. Anne J. Penachio, of Penachio Malara LLP, is the Debtor's counsel. 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 the 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 August 17, 2022 at 10:30 a.m. A copy of the order and the Debtors' three-month budgets is available at https://bit.ly/3nL0L1j from PacerMonitor.com. The Bridges projects $964,545 in total income and $941,271 in total expenses for three months, from July to September. Coral Landing projects $469,095 in total income and $505,499 in total expenses for the same three-month period. 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. C&K ENTERPRISES: U.S. Trustee Opposes Plan Confirmation ------------------------------------------------------- Nancy J. Gargula, the United States Trustee for Region 10, objects to confirmation of Small Business Chapter 11 Plan of Liquidation of C & K Enterprises, Inc. The U.S. Trustee objects to the Plan's discharge provisions on the basis that they grant the Debtor a discharge on the effective date of the Plan in violation of Section 1141(d)(3) of the Bankruptcy Code. Although the Debtor, at times, uses the term "Reorganized Debtor," the Plan, at page 4, the Debtor appears to be a liquidating, corporate debtor. Section 1141(d)(3) provides that confirmation of a plan does not discharge a liquidating, corporate debtor who does not engage in business after consummation of the plan. The U.S. Trustee objects to the post-confirmation Subchapter V Trustee provisions on the basis that they appear to modify the term and duties of the Subchapter V Trustee in violation of Section 1183(c) and/or 1194(b) of the Bankruptcy Code. The U.S. Trustee points out that if the Plan is confirmed as a non-consensual plan, Section 1194(b) of the Bankruptcy Code provides that the Subchapter V Trustee makes the payments under the plan. The Plan language is not clear that the Subchapter V Trustee makes the payments if the plan is confirmed as nonconsensual. The Plan further appears to extend the services of the Subchapter V Trustee in a consensual plan in violation of Section 1183(c) of the Bankruptcy Code. The U.S. Trustee asserts that the Plan contains conflicting information about the impairment of Class 2. On Page 8, Class 2, Priority Federal Tax Claims, is listed as an impaired class entitled to vote for the Plan. Conversely, on page 10, Class 2 is listed as unimpaired and not entitled to vote. The U.S. Trustee further asserts that the Plan appears to provide a bar date for administrative claims of "June 24, 2022, or such other date as may be fixed by an order of the Bankruptcy Court." See Plan, "Other Administrative Claims and Bar Date," at page 8. It is unclear if sufficient notice and opportunity has been provided to potential administrative claimants to apply for their claims. The U.S. Trustee notes that the Plan provides for the payment of statutory fees to the U.S. Trustee under Section 1930 of the Bankruptcy Code. See Plan, at pages 8 and 16. Subchapter V Chapter 11 cases do not pay these statutory fees. A full-text copy of the United States Trustee's objection dated July 5, 2022, is available at https://bit.ly/3ynSPIb from PacerMonitor.com at no charge. About C&K Enterprises, Inc. C & K Enterprises, Inc. is a machining company established in 2015. ST Company LLCm the property holding company, is the fee simple owner of a real property located at 1910 N Wayne Street Angola, IN valued at $2.78 million. Mike Pahl purchased C & K Enterprises, Inc. and ST Company LLC in 2006. The company began to experience financial problems when Mr. Pahl ceded day-to-day operations to a non-owner manager. Mr. Pahl reasserted day-to-day control in 2019 but the effects of Covid and supply chain issues combined to blunt his reorganization efforts. The company negotiated a Forbearance Agreement with its principal lender, STAR Financial Bank and commenced a marketing process that resulted in two competing bidders for the companies. Precision Edge Surgical Products LLC was the prevailing bidder, but it preferred the sale to be completed as a 11 U.S.C. 363 sale in bankruptcy with the manufacturing company C & K Enterprises, Inc., and the property holding company ST Company LLC. C&K Enterprises, Inc., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 22-10143) on Feb. 25, 2022. The Debtor disclosed total assets of $4,826,988 and total liabilities of $6,789,797 as of the bankruptcy filing. ST Company LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ind. Case No. 22-10145) on Feb. 25, 2022. The Debtor disclosed total assets of $3,996,082 against total liabilities of $1,942,589. MAY OBERFELL LORBER is the Debtors' counsel. * * * C&K Enterprises sold substantially all assets to Precision Edge Surgical Products Company, LLC, for $4,072,000. CANOPY GROWTH: S&P Downgrades ICR to 'SD' on Exchange Offer ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Smiths Falls, Ont.-based Canopy Growth Corp. (CGC) to 'SD' (selective default) from 'CCC'. At the same time, S&P Global Ratings affirmed its 'CCC+' issue-level rating on the company's senior secured term loan. S&P's '2' recovery rating on the term loan facilities is unchanged. On June 29th and 30th, 2022, CGC consummated private exchange transactions for an aggregate principal value of about C$263 million of its C$600 million convertible senior unsecured notes due July 2023 for common equity and about C$3.2 million in cash for accrued and unpaid interest. In-line with S&P's criteria, it views the exchange of convertible notes to common equity (at a price significantly lower than original conversion price) as distressed and, hence, a de facto restructuring and a default on the company's obligations. S&P said, "We believe the transaction would constitute a distressed exchange because the noteholders will receive lower ranked common equity which are junior to the existing convertible notes. In addition, the noteholders will also have to accept the equity risks with the changing prices of CGC's stock in case the trading price drops below US $2.50 per share. The original conversion price on the convertible senior unsecured notes was C$48.18 per share as compared to current conversion price of US$2.50-US$3.50 per share. We believe CGC's existing capital structure remains unsustainable because the company has substantial debt burden and its operations are pressured, with profitability and cash flow expectations significantly delayed. We expect to reassess our issuer credit rating on the company once the exchange is completed by July 18, 2022." CAREVIEW COMMUNICATIONS: HealthCor Entities Report 39.5% Stake -------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of CareView Communications, Inc. as of June 30, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- HealthCor Management, L.P. 22,728,019 14% HealthCor Associates, LLC 22,728,019 14% HealthCor Hybrid Offshore Master Fund, L.P. 22,728,019 14% HealthCor Hybrid Offshore GP, LLC 22,728,019 14% HealthCor Group, LLC 22,728,019 14% HealthCor Partners Management, L.P. 24,930,229 15.2% HealthCor Partners Management GP, LLC 24,930,229 15.2% HealthCor Partners Fund, L.P. 24,930,229 15.2% HealthCor Partners L.P. 24,930,229 15.2% HealthCor Partners GP, LLC 24,930,229 15.2% Jeffrey C. Lightcap 61,143,572 30.5% Arthur Cohen 51,820,550 27.1% Joseph Healey 50,725,659 26.7% Collectively, the Reporting Persons beneficially own an aggregate of 91,101,304 shares of Common Stock, representing (i) 13,435,382 shares of Common Stock that may be acquired upon conversion of the Thirteenth Amendment Notes (including interest paid in kind on June 30, 2022), (ii) 2,449,156 shares of Common Stock that may be acquired upon conversion of the Twelfth Amendment Notes (including interest paid in kind through June 30, 2022), (iii) 8,145,801 shares of Common Stock that may be acquired upon conversion of the Tenth Amendment Notes (including interest paid in kind through June 30, 2022), (iv) 8,541,859 shares of Common Stock that may be acquired upon conversion of the 2018 Notes (including interest paid in kind through June 30, 2022), (v) 14,004,299 shares of Common Stock that may be acquired upon conversion of the 2015 Notes (including interest paid in kind through June 30, 2022), (vi) 32,545,898 shares of Common Stock that may be acquired upon conversion of the 2014 Notes (including interest paid in kind through June 30, 2022), (vii) 4,000,000 shares of Common Stock that may be acquired upon exercise of the 2014 Warrants, (viii) 1,916,409 shares of Common Stock that may be acquired upon exercise of the 2015 Warrants, (ix) 1,000,000 shares of Common Stock that may be acquired upon exercise of the Sixth Amendment Warrants, (x) 62,500 shares of Common Stock that may be acquired upon exercise of the 2018 Warrants, (xi) 2,000,000 shares of Common Stock that may be acquired upon exercise of the 2021 Warrants and (xii) 3,000,000 shares of Common Stock that may be acquired upon exercise of the 2022 Warrants. This aggregate amount represents approximately 39.5% of the Issuer's outstanding common stock, based upon 139,380,748 shares outstanding as of May 23, 2022, as reported in the Issuer's most recent Quarterly Report on Form 10-Q, and gives effect to the conversion of all 2014 Notes, 2015 Notes, 2018 Notes, Tenth Amendment Notes, Twelfth Amendment Notes and Thirteenth Amendment Notes held by the Reporting Persons into Common Stock and the exercise of all Warrants held by the Reporting Persons. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1343781/000110465922076802/tm2220222d1_sc13da.htm About CareView Communications CareView Communications, Inc. -- http://www.care-view.com-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. CareView is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally. The Company's corporate offices are located at 405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067. Careview Communications reported a net loss of $10.08 million for the year ended Dec. 31, 2021, compared to a net loss of $11.68 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $5.08 million in total assets, $117.78 million in total liabilities, and a total stockholders' deficit of $112.70 million. Dallas, Texas-based BDO USA, LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. CENSO LLC: Case Summary & Five Unsecured Creditors -------------------------------------------------- Debtor: Censo LLC 9811 W. Charleston Blvd. Suite 2-351 Las Vegas, NV 89117 Business Description: Censo LLC owns two single family residences located in Las Vegas, Nevada having a total value of $643,000. It also owns another real property in Las Vegas, Nevada valued at $369,000. Chapter 11 Petition Date: July 6, 2022 Court: United States Bankruptcy Court District of Nevada Case No.: 22-12369 Debtor's Counsel: Michael J. Harker, Esq. LAW OFFICES OF MICHAEL J. HARKER 2901 El Camino Ave Ste #200 Las Vegas, NV 89102 Tel: 702-248-3000 Fax: 702-425-7290 Email: notices@harkerlawfirm.com Total Assets: $1,015,000 Total Liabilities: $700,000 The petition was signed by Melani Schulte as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QK3YZVI/CENSO_LLC__nvbke-22-12369__0001.0.pdf?mcid=tGE4TAMA CHARLES DEWEESE: Files for Chapter 11 Bankruptcy ------------------------------------------------ Charles Deweese Construction, Inc. filed for chapter 11 protection in the Western District of Kentucky. The Debtor is a corporation organized under the laws of the Commonwealth of Kentucky. From its headquarters in Franklin, Kentucky, the Debtor has provided construction services on projects throughout Kentucky, Tennessee, Indiana, Virginia, Alabama, and North Carolina since 1994. The Debtor specializes in mass excavations, site development, roadway construction, underground utility installation, asphalt paving, and concrete and limestone aggregate production. The Debtor has filed motions to access DIP financing and pay prepetition employee wages. Charles Deweese Construction said it has arranged financing of up to $750,000 from Charles Weldon Deweese and Penny Ann Deweese or an affiliate to be created and wholly owned by either or both of them . The Debtor said it has immediate and critical cash needs to be met at this stage of its bankruptcy case. Prior to commencement of this case, the Debtor was unable to remit payment to certain suppliers and subcontractors on existing construction projects, and consequently is operating with constrained cash flow as its customers have withheld payments on outstanding invoices and secured creditors have demanded additional security and/or liquidated collateral. In order to maintain its operations—in particular, to cover payroll, insurance obligations, fuel expenses, and certain utilities—the Debtor requires approximately $500,000 to $1,000,000 per week, with the first tranche funded no later than the afternoon of July 7 to ensure that the Debtor can meet its payroll obligations timely. About Charles Deweese Construction Charles Deweese Construction -- https://www.charlesdeweeseconstruction.com/ -- is a construction and engineering company that provides clients with quality projects on time and within budget. Charles Deweese Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10355) on July 1, 2022. In the petition filed by Charles Weldon Deweese, as president, the Debtor reports estimated assets and liabilities between $50 million and $100 million. Tyler R. Yeager, of Kaplan Johnson Abate & Bird, LLP, is the Debtor's counsel. CHRIS PETTIT: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Chris Pettit & Associates, P.C. and its principal, Christopher John Pettit. The committee members are: 1. Frank and Emma Persyn Family Limited Partnership Contact: Loretta Persyn 10018 Tezel Rd. San Antonio, TX 78254 Phone: (210) 680-1916 Email: lorettapersyn@yahoo.com 2. Bruce Bengel 5502 Pioneer Creek San Antonio, TX 78245 Phone: (210) 823-0009 Email: bbengel@swbell.net 3. Richard Mylnar 796 S. Highway 16 Jourdanton, TX 78026 Phone: (210) 415-6810 Email: rmylnar@yahoo.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Chris Pettit & Associates Chris Pettit & Associates, P.C., is a personal injury law firm in Texas. Chris Pettit & Associates and principal Christopher John Pettit sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 22-50591 and 22-50592) on June 1, 2022. In the petition filed by Christopher John Pettit, as president, the firm estimated assets up to $50,000 and liabilities between $100,000 and $500,000. Judge Craig A. Gargotta oversees the case. Michael G. Colvard, Esq., at Martin & Drought, P.C. is the Debtors' counsel. CHULA FREIGHT: Case Summary & 17 Unsecured Creditors ---------------------------------------------------- Debtor: Chula Freight & Logistics, LLC 4196 Merchant Plaza, Suite 524 Woodbridge, VA 22192-5085 Chapter 11 Petition Date: July 7, 2022 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 22-10878 Debtor's Counsel: Steven B. Ramsdell, Esq. TYLER, BARTL & RAMSDELL, PLC 300 N. Washington St. Suite 310 Alexandria, VA 22314 Tel: (703) 549-5000 Fax: (703) 549-5011 Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rudy A. Archer as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RI45C7Y/Chula_Freight__Logistics_LLC__vaebke-22-10878__0001.0.pdf?mcid=tGE4TAMA COLORTEK COLLISIONS: Seeks to Hire Walter Pikul as Accountant ------------------------------------------------------------- Colortek Collisions and Customs, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Walter Pikul, a practicing accountant in Fayetteville, N.C. Mr. Pikul will perform bookkeeping and accounting work at the rate $350 per month. In court papers, Mr. Pikul disclosed that he does not hold any interest adverse to the Debtor or its estate. Mr. Pikul can be reached at: Walter J. Pikul, MBA, CPA, CFP Walter J. Pikul, MBA, CPA, CFP Firm 1000 Hope Mills Road Fayetteville, NC 28304 Phone: 910-424-1981 About Colortek Collisions and Customs Colortek Collisions and Customs, Inc. operates an autobody shop in Lindon, N.C. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-01178-5-PWM) on June 1, 2022, listing as much as $500,000 in both assets and liabilities. Judge Pamela W. Mcafee oversees the case. Travis Sasser, Esq., at Sasser Law Firm and Walter J. Pikul, CPA serve as the Debtor's legal counsel and accountant, respectively. COPPER REALTY: Texas Properties Owner Files for Chapter 11 ---------------------------------------------------------- Copper Realty, LLC, filed for chapter 11 protection in the Eastern District of Texas. The Debtor disclosed $2.832 million in assets against $2.687 million in liabilities in its schedules. The Debtor said it owns 15 properties in Dallas and Irving, Texas, valued at an aggregate of $2.789 million. The Debtor's secured debt totals just $1.369 million. According to court documents, Copper Realty LLC estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. In its statement of financial affairs, the Debtor disclosed just $21,650 in gross revenue for 2021. Revenue from Jan. 1 to June 30, 2022, was $54,490. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Aug. 5, 2022 at 10:30 AM at Telephonic Hearing. Proofs of claim are due by Oct. 31, 2022. About Copper Realty LLC Copper Realty LLC is a real estate agency. Copper Realty, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40820) on July 1, 2022. In the petition filed by Manish Shrivastava, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million each. Eric A Liepins, of Eric A. Liepins, P.C., is the Debtor's counsel. CORSICANA BEDDING: Seeks Approval of $125-Mil. Opening Bid ---------------------------------------------------------- Corsicana Bedding LLC is seeking court approval for an asset sale auction with Blue Torch Finance's $125 million offer as the opening bid. The auction aims to sell "substantially all" of its assets, Dallas-based Corsicana said in an approval request filed Wednesday in the US Bankruptcy Court for the Northern District of Texas. Blue Torch's stalking horse bid is a credit bid, allowing Corsicana to reduce its debt by $125 million. The Debtors seek approval of their entry into the Stalking Horse APA with Blue Torch's Corsicana Acquisition LLC (the "Stalking Horse Bidder"), or such alternative higher and/or better offer from a bidder that is the "Successful Bidder" at the conclusion of the Auction, which the Debtors propose to be held on Thursday, August 18, 2022. The Debtors have engaged Houlihan Lokey as their investment banker to assist them in conducting a marketing and sale process. After engaging in arm's length negotiation with representatives of the Stalking Horse Bidder, the Debtors have concluded that seeking approval of the Stalking Horse APA and the transactions contemplated thereunder will allow the Debtors to maximize value for their estates. To support this process, the Stalking Horse Bidder has agreed to (i) provide financing to fund the costs of these bankruptcy cases and post-petition operations and permit the Debtors to shop its bid for potential higher and better proposals. The terms of the Stalking Horse APA require that the Bidding Procedures Order be entered by July 30, 2022 (thirty-five days after the Petition Date), the Sale Order be entered by August 24, 2022 (sixty days after the Petition Date), and the transaction contemplated by the Stalking Horse APA close by September 8, 2022 (seventy-five days after the Petition Date). There won't be a break-up fee although there will be an expense reimbursement of up to $1 million in the event Blue Torch is outbid at the auction. About Corsicana Bedding Corsicana Bedding, LLC, is a U.S.-based manufacturer of mattresses and foundations. The Company is headquartered in Texas and operates manufacturing facilities located in Texas, Arizona, Connecticut, Florida, North Carolina, Tennessee, Washington, and Wisconsin. Corsicana Bedding and its affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 22-90016) on June 25, 2022. Corsicana Bedding disclosed total assets of $151 million against total liabilities of $260 million as of May 30, 2022. The Hon. Edward L. Morris is the case judge. The Debtors tapped Haynes and Boone, LLP as bankruptcy counsel; and Houlihan Lockey, Inc. and CR3 Partners, LLC, as financial advisors. Donlin Recano & Company, Inc., is the claims agent. COSI INC: Seeks to Reopen Case, File Prepack Plan ------------------------------------------------- Cosi Inc. is seeking to reopen its Chapter 11 case that the fast-casual restaurant operator was forced to abandon in order to seek government pandemic aid. Cosi filed Thursday, June 30, 2022, a request to reopen the case in the US Bankruptcy Court for the District of Delaware, and then quickly seek confirmation of a prepackaged reorganization plan. Cosi initially filed bankruptcy in February 2020. Just four weeks into the cases, the Covid-19 pandemic thrust the world into a lockdown, causing the Debtors' revenues to plummet by as much as 80% overnight. Faced with an existential threat to the entire restaurant industry, the Debtors were forced to sideline their original plans, and focused primarily on survival, rather than formulating a plan of reorganization. The Debtors initially thought that they had found a life-line in the Paycheck Protection Program (the "PPP"), only for the Small Business Administration (the "SBA") to shut the door to this program to those most in need of it -- chapter 11 debtors. The Debtors then proceeded to cut every conceivable expense, while seeking financing or capital infusions from any possible source. In early 2021, rescue again came tantalizingly close, in the form of the Restaurant Revitalization Fund (the "RRF"). Unlike the PPP, which provided that anyone "involved in a bankruptcy" need not apply,4 the SBA's published guidance accompanying the RRF provided that any debtor "operating under an approved chapter 11 plan" was eligible. Under the Debtors' calculations, they would have been entitled to approximately $10 million under the RRF program. This amount, combined with other limited sources of revenue, would have been adequate to fund and confirm a plan of reorganization. Buoyed with hope, the Debtors formulated a plan of reorganization centered on their anticipated receipt of $10 million in RRF funds, and filed it with the Court together with a disclosure statement. Once again however, rescue was not to be. Because the RRF was projected to run out of funds long before the Debtors would be able to obtain a confirmation order on a normal track, the Debtors filed a motion for "conditional" confirmation of their plan, which the Court set for an expedited hearing on May 11, 2021. However, four days prior to the hearing, the SBA informed the Debtors that it would refuse to permit them to apply for an RRF grant until they had obtained "final" confirmation. Having no other viable options, the Debtors asked the Bankruptcy Court on an emergency basis to dismiss their Chapter 11 Cases, so that they could promptly apply to the SBA for the grant. On May 11, 2021, the Court entered an order dismissing the Chapter 11 cases without prejudice, adding that if the Debtors were to file a motion seeking to reinstate the Chapter 11 Cases, it would hear the motion on five days' notice. In addition, the Dismissal Order approved the Debtors' pending disclosure statement on an interim basis as complying with section 1125(a)(1) of the Bankruptcy Code. Their cases dismissed, the Debtors promptly applied for the RRF grant. At the same time, they solicited votes on their plan from their impaired creditors, including those in Class 6 (general unsecured claimants). The outcome of the voting was unanimous in support of the plan. All that remained was for the Debtors to receive their RRF grant, and they would be in position to move to reinstate their cases and immediately present the Court with what would, in effect, be a pre-packaged plan. Unfortunately, fate again intervened to thwart the Debtors -- the RRF ran out of funding before the Debtors' application could be acted upon. Lobbying groups and various factions in Congress attempted to replenish the RRF, while the Debtors waited hopefully. These efforts were unsuccessful, and the RRF now appears to be dead-and-buried. Despite all of these setbacks, the Debtors persisted. Over the past few months, they began to explore other options to implement a plan of reorganization without government subsidy. After discussions with numerous potential plan sponsors, the Debtors were successful in entering into a restructuring support agreement (the "RSA") with a plan sponsor and their principal secured creditors, and with the support of their largest unsecured creditor. The Debtors and these same third parties agreed on the form of an amended plan of reorganization (i.e., the Second Amended Joint Prepackaged Plan of Reorganization of Cosi, Inc. and its Affiliated Debtors. Following a solicitation process, the Debtors are pleased to report that the Plan has the unanimous support of all voting creditors in the impaired classes. With a pre-packaged plan in hand, the Debtors now move to reinstate these Chapter 11 Cases, and, as described in the accompanying pleadings, are ready, willing, and able to move expeditiously towards a confirmation hearing. Despite all of their previous dashed hopes, the Debtors believe that their successful reorganization is finally at hand. Quick Plan Over the past few months, the Debtors began to explore other options to implement a plan of reorganization. After discussions with numerous potential plan sponsors, the Debtors were eventually successful in entering into the RSA with, among others, a third party, Posh Wich Technology LLC ("PWT") to provide financing for the Chapter 11 cases following reinstatement, and funding for an amended plan. The Debtors were also successful in negotiating the form of the Plan, as well as the accompanying disclosure statement, with these same parties, as well as with their largest unsecured creditor, Gordon Food. With Gordon Food's support, the Plan provides that general unsecured creditors will receive a recovery on their claims of 8.25%, and that unsecured claims arising between the entry of the Dismissal Order and the reinstatement of the Chapter 11 cases (to the extent not subject to any objection) will be treated as administrative expenses and paid in full. Following these parties' agreement on the form of the Plan and Disclosure Statement, the Debtors began the process of soliciting acceptances of the Plan from the three impaired classes of creditors. The Debtors sent solicitation packages to all members of Classes 1, 2, and 6 under the Plan, and every single vote that was cast on the Plan was an acceptance! Upon reinstatement, the Debtors will be in position to move expeditiously towards confirmation of the Plan. About Cosi Inc. Cosi, Inc. -- https://www.getcosi.com/ -- and its affiliates operate fast-casual restaurants under the COSI brand. COSI features flatbread made fresh throughout the day and specializes in a variety of made-to-order hot and cold sandwiches, salads, bowls, breakfast wraps, bagels, melts, soups, flatbread pizzas, snacks, desserts, and a large offering of handcrafted, coffee based, and specialty beverages. Cosi, Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10417) on Feb. 24, 2020. Cosi, Inc., was estimated to have $10 million to $50 million in assets and liabilities. Judge Brendan L. Shannon is the case judge. The Debtors tapped Cozen O'Connor as counsel. Omni Agent Solutions is the claims and noticing agent. CS GROUP: Wins Cash Collateral Access Thru July 31 -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Galveston Division, authorized CS Group LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance through July 31, 2022. The Debtor reserves all rights with respect to further use of cash collateral including the right to modify the Order. The final hearing on the matter is scheduled for July 27 at 11 a.m. As previously reported by the Troubled Company Reporter, the lenders are: -- Walter Alvarez, Alecs Young and Ryan Kasemeyer for the Church property; -- Alvarez, Young and Rodolfo Ruiz for the Winnie property; and -- Jet Lending, LLC for the Texas City property. CS Group argued it is essential to the continued operation of the Debtor's businesses for the Debtor to have the ability to utilize cash collateral to maintain insurance, clean and maintain the Properties, and otherwise repair individual units to relet them. The Debtor believes adequate protection will be provided through the maintenance of existing collateral levels or otherwise. The proposed utilization of cash collateral will not, in any event, impair the Lenders' position. The Debtor believes the Lenders' interests are adequately protected by equity cushions in the Properties and the continued insurance maintenance, repair and insurance of the collateral. A copy of the order and the Debtor's July 2022 budget is available at https://bit.ly/3bW5hXS from PacerMonitor.com. The Debtor projects $21,615 in total cash in and $22,565 in total disbursements for July 2022. About CS Group LLC CS Group LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-80112) on June 6, 2022. In the petition signed by Carolina Dupuis, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Vianey Garza, Esq., at Dore Rothberg McKay, PC is the Debtor's counsel. CSI COMPRESSCO: Extends Credit Agreement Termination Date to 2025 ----------------------------------------------------------------- CSI Compressco LP (the "Partnership"), CSI Compressco Sub Inc., a direct wholly owned subsidiary of the Partnership ("Compressco Sub"), and CSI Compressco Operating LLC, a direct wholly owned subsidiary of the Partnership ("Operating LLC"), and certain subsidiaries of the Partnership as guarantors, entered into that certain Fifth Amendment to Loan and Security Agreement with the Lenders party thereto, and Bank of America, N.A., in its capacity as administrative agent, collateral agent, letter of credit issuer and swing line lender. The Fifth Amendment amends and modifies that certain Loan and Security Agreement among the Borrowers, the Guarantors, the financial institutions from time to time party thereto as lenders and the Administrative Agent dated as of June 29, 2018 (as amended, restated). The Fifth Amendment provided for changes and modification to the Credit Agreement, which include, among other things, the extension of the Termination Date from June 29, 2023 to June 29, 2025. About Compressco CSI Compressco L.P. is a provider of compression services and equipment for natural gas and oil production, gathering, artificial lift, transmission, processing, and storage. CSI Compressco's compression and related services business includes a fleet of approximately 4,900 compressor packages providing approximately 1.2 million in aggregate horsepower, utilizing a full spectrum of low-, medium- and high-horsepower engines. CSI Compressco also provides well monitoring and automated sand separation services in conjunction with compression and related services in Mexico. CSI Compressco's aftermarket business provides compressor package reconfiguration and maintenance services. CSI Compressco's customers comprise a broad base of natural gas and oil exploration and production, midstream, transmission, and storage companies operating throughout many of the onshore producing regions of the United States, as well as in a number of foreign countries, including Mexico, Canada and Argentina. CSI Compressco is managed by Spartan Energy Partners. CSI Compressco reported a net loss of $50.27 million for the year ended Dec. 31, 2021, a net loss of $73.84 million for the year ended Dec. 31, 2020, and a net loss of $20.97 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $739.66 million in total assets, $88.12 million in total current liabilities, $658.30 million in total other liabilities, and a total partners' capital of ($6.76) million. DIOCESE OF ROCHESTER: Abuse Victims Balk at $148M. Victim Fund -------------------------------------------------------------- James Nani of Bloomberg Law reports that sex abuse victims of the Catholic Diocese of Rochester in New York called on the bankruptcy court to reject its proposed $148 million settlements with its insurers, concerned that the fund would be too low. The funds in the settlements, to be paid out from a trust, don't account for the insurers' full exposure and are a "step in the wrong direction," the official committee of unsecured creditors said in its objection filed on Thursday, June 30, 2022. The diocese and its affiliated organizations' $40.5 million contribution is also "woefully inadequate," the committee said. "One year ago, the Court denied the Diocese's attempt to enter into a low-value settlement with two of its insurers. Rather than try to negotiate an appropriate, fair settlement with survivors, the Diocese is doubling down on its efforts to force an unfair, unacceptable resolution of its chapter 11 case on survivors. The Diocese is asking the Court to approve settlements with all of its major insurers. The Court should not approve the settlement agreements because they are too low and do not provide sufficient consideration for the insurers' exposure based on the value of the claims and the amount of available insurance. Not content to present the low insurance settlements by themselves, the Diocese intends to file a plan that adds a woefully inadequate Diocesan contribution to a global settlement fund. The plan would provide a channeling injunction and releases for the benefit of non-debtor DOR Entities without obtaining fair consideration from such entities. The Committee expects, based on consultation with state court counsel representing more than two-thirds of survivors who filed a sexual abuse claim ("Sexual Abuse Claimants"), that a plan embodying the terms described in the 9019 Motion and the settlement agreements would be rejected by Sexual Abuse Claimants. Therefore, any effort to confirm such a plan and impose non-consensual non-debtor releases would be doomed to failure. Rather than allow the Diocese to embark on that course of action, the Court should deny the 9019 Motion," the Committee said in court filings. About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. DIRECTVIEW HOLDINGS: WWC P.C. Replaces MaloneBailey as Auditor -------------------------------------------------------------- The Board of Directors of DirectView Holdings, Inc. dismissed MaloneBailey as its independent registered public accounting firm on Jan. 31, 2022. During the period of MaloneBailey's engagement as the Company's independent registered public accounting firm through Jan. 31, 2022, there were no disagreements as defined in Item 304 of Regulation S-K with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused it to make reference in connection with any opinion to the subject matter of the disagreement. On Feb. 3, 2022, the Board of Directors appointed WWC, P.C., an independent registered public accounting firm which is registered with, and governed by the rules of, the Public Company Accounting Oversight Board, as the Company's independent registered public accounting firm. During the Company's two most recent fiscal years through Dec. 31, 2018, neither the Company nor anyone on its behalf consulted WWC regarding either (1) the application of accounting principles to a specified transaction regarding the Company, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). About Directview Holdings Headquartered in Boca Raton, Fla., DirectView Holdings, Inc. -- http://www.directview.com-- provides its customers with the latest technologies in surveillance systems, digital video recording and services. The systems provide onsite and remote video and audio surveillance. The Company generates revenue through the sale and installation of surveillance systems and the sale of maintenance agreements. Directview reported a net loss of $10.05 million for the year ended Dec. 31, 2018, compared to a net loss of $1.54 million for the year ended Dec. 31, 2017. As of Sept. 30, 2019, DirectView Holdings had $2.70 million in total assets, $33.72 million in total liabilities, and a total stockholders' deficit of $31.01 million. Assurance Dimensions, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company had a net loss and cash used from operations of approximately $10,058,000 and $1,854,000, respectively for the year ended of Dec. 31, 2018 and a working capital deficit of approximately $21,351,000 as of Dec. 31, 2018. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DIXIE CENTERS: Secured Creditor to Get Full Payment in 5 Years -------------------------------------------------------------- Dixie Centers, LLC, submitted an Amended Chapter 11 Plan and a corresponding Disclosure Statement. The Debtor's principals, post filing have been able to locate and negotiate with new equity partners such that they can propose a plan of repayment and continue with the development to profitably establish a timetable to sellout. Class 1 Secured Creditor Reiss Bros. LLC with a claim totaling $1,812,759 will be paid in full over the life of the Plan with 5.25% interest payable monthly based upon the foreclosure judgment amount of $1,812,758.82 payable $34,417.01 for a period of 60 months for a total of $2,065,020.57. Class 1 is impaired. The Plan does not identify any unsecured claim. Counsel for the Debtor: Michael A. Frank, Esq. LAW OFFICES OF FRANK & DE LA GUARDIA 2000 Northwest 89th Place Suite, 201 Doral, FL 33172 Telephone: (305) 443 4217 E-mail: mfrank@bkelawmiami.com A copy of the Amended Disclosure Statement dated June 29, 2022, is available at https://bit.ly/3OBX7mc from PacerMonitor.com. About Dixie Centers Dixie Centers, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is based in Pompano Beach, Fla. Dixie Centers filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-19343) on Sept. 28, 2021, listing $4,200,008 in assets and $1,857,120 in liabilities. Judge Peter D. Russin presides over the case. Michael A. Frank, Esq. at the Law Offices of Frank & De La Guardia represents the Debtor as legal counsel. DOMTAR CORP: Moody's Puts 'Ba2' CFR on Review for Downgrade ----------------------------------------------------------- Moody's Investors Service placed Domtar Corporation's Ba2 corporate family rating, Ba2-PD probability of default rating and instrument ratings under review for downgrade. The review follows the announcement by Domtar's owner, The Paper Excellence Group (not rated), that Domtar will acquire all of the outstanding common shares of Resolute Forest Products Inc. for $20.5 per share in a transaction that reflects an enterprise value of $2.7 billion, including pension liabilities. The transaction is subject to shareholder and regulatory approvals and is expected to close in the first half of 2023. "The placement under review for downgrade reflects the lack of information regarding the funding of the transaction and the ultimate capital structure, while both companies are expected to operate separately following the merger," said Anastasija Johnson, senior analyst at Moody's Investors Service. On Review for Downgrade: Issuer: Domtar Corporation Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD3) Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 (LGD3) Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba3 (LGD5) Outlook Actions: Issuer: Domtar Corporation Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The placement of the ratings under review for downgrade reflects a potential increase in Domtar's leverage (4.2x in the twelve months ended March 2022) if the majority of the $2.7 billion transaction is funded with debt as well as potential impact on the rating of existing instruments depending on the ultimate capital structure. The review will focus on the balance of funding sources between debt, cash, and equity as well as analysis of leverage in mid-cycle and trough conditions, given current strong Resolute earnings driven by high lumber, pulp, and paper prices and Moody's expectations for price declines in 2023. The review will also focus on future financial policy, capital expenditure needs and strategy of the combined company, and any potential divestitures required by the regulators given some overlap in pulp. The review will focus on Resolute's announced strategic review of its tissue business and the ultimate business structure that would support additional debt as a result of this transaction. The review will also focus on liquidity to support future operations. Domtar had $54 million of cash on hand as of March 2022 and $150 borrowings and $63 million of letters of credit outstanding on its $400 million asset-based revolver. In the second quarter, the company completed the sale of its Kamloops, BC, pulp mill for $300 million in cash, subject to customary adjustments. The acquisition reflects Paper Excellence's growth strategy to build a diversified North American forest products company. Paper Excellence acquired Domtar in November 2021. Other than pulp, there is no direct overlap and limited synergies between Domtar and Resolute's operations. The transaction will diversify Domtar's business profile but will also add earnings volatility through Resolute's lumber operations. Paper Excellence said it will support Resolute's existing growth strategy to invest in lumber and pulp businesses and maximizing the value of its paper and tissue businesses. Paper Excellence also said it plans to undertake a feasibility study for the eventual conversion of Resolute's newsprint mill to the production of packaging paper. Headquartered in Fort Mill, South Carolina, Domtar is North America's largest producer of uncoated freesheet (UFS) paper (used primarily for photocopying) and the third largest global producer of fluff pulp. Domtar is also in the process of entering the recycled containerboard market through its conversion of Kingsport, TN. Mill. Headquartered in Montreal (Quebec, Canada), Resolute produces lumber, newsprint and specialty paper, market pulp and tissue. As a Domtar subsidiary, Resolute will continue to operate under its name and its management team will remain in place at the company's existing headquarters. The principal methodology used in these ratings was Paper and Forest Products published in December 2021. EAGLE LEDGE: Taps Jim Wren of Wren Kelly CPAs as Accountant ----------------------------------------------------------- Eagle Ledge Foundation, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Jim Wren, CPA of Wren Kelly CPAs, LLP to provide accounting services. Mr. Wren charges an hourly fee of $250 for his services and a retainer fee of $5,000. In court papers, Mr. Wren disclosed that he and his firm are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Wren holds office at: Jim Wren, CPA Wren Kelly CPAs, LLP 10000 Stockdale Hwy # 150 Bakersfield, CA 93311 Phone: +1 661-325-5115 About Eagle Ledge Foundation Formed in 2009, Eagle Ledge Foundation, Inc. is a California not-for-profit religious corporation. ELF launched a loan fund focused on serving the small local church, which often lacked financing options with commercial lenders. ELF issued bond certificates to individuals who made, either directly or through their retirement accounts, contributions to ELF. Eagle Ledge Foundation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 22-90160) on May 18, 2022. In the petition signed by Chester L. Reid, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ronald H. Sargis oversees the case. Lubin Olson & Niewiadomski LLP and Bush Ross, P.A. represent the Debtor as legal counsels. Jim Wren, CPA of Wren Kelly CPAs, LLP is the Debtor's accountant. EL ROD'S ON THE FRIO: Seeks Cash Collateral Access -------------------------------------------------- El Rod's on the Frio, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio, Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to continue its business operations uninterrupted. The Debtor intends to use the cash collateral to pay employees, purchase supplies, pay service providers, pay administrative expenses incurred by the Debtor's Bankruptcy Estate, and pay other ongoing usual and necessary expenses incurred in the day-to-day operation of the practice. On December 14, 2021, the Debtor entered into a financing transaction with Infin8 the total sum of $1,850,542 pursuant to a loan Security Agreement and other loan documents. The Loan and Security Agreement granted a security interest in the Debtor's assets including, but not limited to, all accounts, accounts receivable, and land. Infin8 holds a first-priority security interest in the Collateral. As of the Petition Date, Infin8 held a secured claim in the approximate amount $1,991,752. Other unsecured debt is estimated to be approximately: $198,937. Infin8 will be granted a replacement lien in all post-petition property of the Debtor, of the same nature, to the same extent, and with the same priority as the lien existing as of the Petition Date. In addition, the Debtor proposes to make monthly interest payments, in the amount of $4,000. In the event that Infin8 fails to consent to the entry of an Order authorizing the use of cash collateral, the Debtor submits that Infn8 enjoys an equity cushion that constitutes "adequate protection" of its interest in the Collateral because the estimated value of the Collateral exceeds the total amount due on account of the secured claims. A copy of the motion is available at https://bit.ly/3IlGIQC from PacerMonitor.com. About EL Rod's on the Frio LLC EL Rod's on the Frio LLC is a newly renovated RV park situated on 14 acres along the Frio with exclusive river frontage. It is located two miles north of Garner State Park and its address is 1101 Cold Spring Ranch Rd, Concan, Texas. El Rod's currently offers 47 full hookup RV sites with 30 and 50 amp connections available at every site. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-50728) on July 4, 2022. In the petition signed by Eric Rodriguez, president, the Debtor disclosed $3,022,630 in assets and $2,190,689 in liabilities. Judge Craig A. Gargotta oversees the case. Heidi McLeod, Esq., at Heidi McLeod Law Office, PLLC is the Debtor's counsel. EVO TRANSPORTATION: Antara Capital Entities Hold 63.5% Equity Stake ------------------------------------------------------------------- Antara Capital LP, Antara Capital GP LLC, and Himanshu Gulati disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of June 30, 2022, they beneficially own 24,483,830 shares of common stock of EVO Transportation & Energy Services, Inc., representing 63.5% of the shares outstanding. The Reporting Persons filed the Amendment No. 9 to report that on June 30, 2022, EVO Transportation, certain specified subsidiaries of the Issuer, Antara Master Fund (the "Lender") and certain current and former executives of EVO, or funds affiliated with such executives, entered into a Second Extension Agreement pursuant to which, among other things, the stated maturity date of a loan in an initial principal amount of $9 million from Lender to EVO, borrowed pursuant a Senior Secured Loan and Executive Loan Agreement dated March 11, 2022, as amended by an Extension Agreement dated May 31, 2022, was extended from June 30, 2022 to July 8, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/728447/000119312522187061/d374819dsc13da.htm About EVO Transportation Headquartered in Peoria, AZ, EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service ("USPS") and other customers. The Company believes it is the second largest surface transportation company serving the USPS, with a diversified fleet of tractors, straight trucks, and other vehicles that currently operate on either diesel fuel or compressed natural gas. Tulsa, Oklahoma-based Grant Thornton LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 30, 2022, citing that the Company's current liabilities exceeded its current assets by $93.4 million and its total liabilities exceeded its total assets by $42.1 million as of Dec. 31, 2021. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FIRST GUARANTY MORTGAGE: Faces Class Lawsuits Over Workers Layoffs ------------------------------------------------------------------ Holly Barker of Bloomberg Law reports that First Guaranty Mortgage Corp., which filed for chapter 11 bankruptcy protections on Thursday, June 30, 2022, is facing multiple would-be federal class actions by former employees, after the lender laid off most of its workforce. Three lawsuits were filed in the US District Court for the Eastern District of Texas on Wednesday, along with a fourth in the US District Court for the District of Nevada, all alleging that FGMC violated the Worker Adjustment and Retraining Notification Act by failing to notify employees as soon as the June 24 layoffs were "reasonably foreseeable." About First Guaranty Mortgage First Guaranty Mortgage Corporation -- https://fgmc.com -- was a full service, non-bank mortgage lender, offering a full suite of residential mortgage options tailored to borrowers' different financial situations. It was one of the leading independent mortgage companies in the United States that originated residential mortgages through a national platform. Just before the bankruptcy filing, as a result of an extreme and unanticipated liquidity crisis and resultant inability to obtain additional capital, FGMC ceased all of its mortgage loan origination activity and separated nearly 80% of its workforce. FGMC and an affiliate commenced Chapter 11 Cases to evaluate their options, accommodate their customers, and maximize and preserve value for all stakeholders. First Guaranty Mortgage Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Case No. 22-10584) on June 30, 2022. Affiliate Maverick II Holdings, LLC also sought bankruptcy protection (Bankr. D. Del. Case No. 22-10583). In the petition signed by Aaron Samples, chief executive officer, FGMC disclosed up to $1 billion in both assets and liabilities. Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent the Debtor as counsel. Kurtzman Carson Consultants, LLC, serves as the Debtors' claims and notice agent. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an indirect subsidiary of a private investment managed by Pacific Investment Management Company LLC. B2 FIE IV LLC, an affiliate of the DIP Lender, owns 100% of the equity interests of FGMC. Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser. Barclays Capital Inc. serves as DIP MSFTA Counterparty. They are represented by Hunton Andrews Kurth LLP and Potter Anderson & Corroon LLP. FIRST GUARANTY: July 28 Final Hearing on LVS II SPE's DIP Loan -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized First Guaranty Mortgage Corporation and Maverick II Holdings, LLC to use cash collateral on an interim basis in accordance with the budget and obtain postpetition operational cash flow financing. The Debtors are permitted to borrow up to the aggregate principal amount of $11,000,000 from LVS II SPE XXXIV LLC out of the $22,000,000 Operating Amount, plus access to Mortgage Loan Funding Amounts and the Pipeline Sale Transaction Funding Amounts, all of which shall be used by the Debtors as permitted by the Cash Flow DIP Documents, including, without limitation, subject to the Approved Budget. The final hearing on the matter is scheduled for July 28, 2022 at 10 a.m. Pursuant to the Second Amended and Restated Secured Promissory Note, dated as of June 29, 2022, executed by FGMC, as borrower, B2 FIE XI LLC, as lender, extended certain loans and other financial accommodations to the Debtors. As of the Petition Date, the Prepetition Bridge Lender is owed on account of the Prepetition Bridge Loans the principal amount of $18,350,771. Pursuant to the Prepetition Bridge Loan Agreement, the Debtors pledged to the Prepetition Bridge Lender a senior secured lien on substantially all of their personal property assets. As adequate protection, the Prepetition Lenders are granted a perfected, first-priority security interest and lien the same property of the Debtors on which the Prepetition Lenders had a perfected, first-priority security interest and lien prior to the Petition Date. As further adequate protection, the Prepetition Lenders are granted a superpriority administrative expense claim against each of the Debtors solely to the extent of any Diminution in Value of the Prepetition Loan Collateral. These events constitute an "Event of Default:": a. The failure of the Debtors to perform, in any material respect, any of the terms, provisions, conditions, covenants, or obligations under the Interim Cash Flow DIP Order or any Final Cash Flow DIP Order; b. The consent of the Debtors to the standing of any party, including the Creditors' Committee, to pursue any claim or cause of action against any of the Released Parties that belongs to the Debtors or their estates, including, without limitation, any Challenge; c. Commencement of a Challenge by any party, including the Debtors or the Creditors' Committee; and d. An "Event of Default" as defined under the Cash Flow DIP Documents will have occurred and is continuing, unless waived pursuant to the Cash Flow DIP Documents. A copy of the order is available at https://bit.ly/3P6Al5T from PacerMonitor.com. About First Guaranty Mortgage Corporation First Guaranty Mortgage Corporation was a full service, non-bank mortgage lender, offering a full suite of residential mortgage options tailored to borrowers' different financial situations. It was one of the leading independent mortgage companies in the United States that originated residential mortgages through a national platform. First Guaranty Mortgage Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Case No. 22-10584) on June 30, 20222. In the petition signed by Aaron Samples, chief executive officer, the Debtor disclosed up to $1 billion in both assets and liabilities. Dentons US LLP and Pachulski Stang Ziehl, and Jones LLP represent the Debtor as counsel. Kurtzman Carson Consultants, LLC, serves as the Debtors' claims and notice agent. LVS II SPE XXXIV LLC, as Cash Flow DIP Lender, is represented by lawyers at Greenberg Traurig, LLP. The Cash Flow DIP Lender is an indirect subsidiary of a private investment managed by Pacific Investment Management Company LLC. B2 FIE IV LLC, an affiliate of the DIP Lender, owns 100% of the equity interests of FGMC. Barclays Bank PLC serves as DIP Repo Agent and DIP Repo Purchaser. Barclays Capital Inc. serves as DIP MSFTA Counterparty. Barclays is represented by Hunton Andrews Kurth LLP and Potter Anderson & Corroon LLP. FRONT SIGHT MANAGEMENT: FS DIP LLC's DIP Loan Wins Final OK ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Front Sight Management LLC, dba Front Sight Firearms Training Institute, to use cash collateral on a final basis in accordance with the budget and obtain post-petition financing from FS DIP, LLC. The Debtor is permitted to obtain credit and incur debt in the form of a multiple-draw secured credit facility in the aggregate commitment of up to $5,000,000, comprised of up to $5,000,000 in post-petition funding subject to the terms and provisions of the Interim Order and the Final Order. The Debtor is also authorized to use the proceeds of the DIP Financing and the Collateral in accordance with the terms of the Loan Documents, the Final Order, and any Approved Budget, subject to the Permitted Variance. The rate of interest to be charged on advances under the DIP Financing will be 9.5% per annum and will accrue as payment in kind except the DIP Lender's fees and costs, which will be paid as set forth in the Loan Documents. The Debtor does not have sufficient available sources of working capital and financing to carry on the operation of its business without the DIP Financing and authorized use of cash collateral. On May 31, 2022, the Debtor was authorized to obtain up to $600,000 on an interim basis. The Debtor may use the cash collateral to pay ordinary and necessary business and administrative expenses in accordance with, and limited by, an Approved Budget, subject to: (i) the rights of the DIP Lender upon the occurrence of an Event of Default; and (ii) the rights of the DIP Lender otherwise available to the DIP Lender under the Bankruptcy Code. As adequate protection, the Lender will have a superpriority administrative expense claim against the Debtor, in an amount not to exceed the amount of the Advance authorized under the Interim Order, with priority in payment over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the Debtor. As security for all DIP Obligations under the Final Order, the Lender is granted valid, priming, binding and fully perfected, security interests in and liens upon all present and after-acquired property of the Debtor. A copy of the order is available at https://bit.ly/3OZkZ2J from Stretto, the claims agent. 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. GAUCHO GROUP: Inks Agreement to Cut Conversion Price to $0.30 ------------------------------------------------------------- As previously reported on its Current Report on Form 8-K filed on Nov. 8, 2021, Gaucho Group Holdings, Inc., and the investors entered into that Securities Purchase Agreement, dated as of Nov. 3, 2021, and the Company issued to the Holders certain senior secured convertible notes. Also as previously reported on its Current Report on Form 8-K filed March 1, 2022, on Feb. 22, 2022, the Company entered into an exchange agreement with the Holders in order to amend and waive certain provisions of the Note Documents and exchange $100 in aggregate principal amount of each of the Notes. In addition, as previously reported on its Current Report on May 2, 2022, the Company and the Holders entered into a letter agreement pursuant to which the parties agreed to reduce the Conversion Price from $3.50 to $1.35 for the period beginning May 2, 2022 through May 13, 2022. As previously reported on its Current Report as filed with the SEC on May 13, 2022, on May 12, 2022, the Company and the Holders entered into a letter agreement pursuant to which the parties agreed to reduce the Conversion Price to $0.95 and the Holders have committed to converting up to 4.90% of the outstanding shares of common stock of the Company. On July 1, 2022, the Company and the Holders entered into a third letter agreement pursuant to which the parties agreed to reduce the Conversion Price to $0.30 for the Trading Days of July 5, 2022, through and inclusive of Sept. 5, 2022. Any conversion which occurs shall be voluntary at the election of the Holder. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. -- http://www.algodongroup.com-- was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly-owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Gaucho Group reported a net loss of $2.39 million for the year ended Dec. 31, 2021, a net loss of $5.78 million for the year ended Dec. 31, 2020, and a net loss of $6.96 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $25.16 million in total assets, $10 million in total liabilities, and $15.16 million in total stockholders' equity. GT REAL ESTATE: Creditors to Get Very Little, Says MBM Lawyer ------------------------------------------------------------- Andrew Dys of The Herald reports that in the case of the botched HQ project for the Carolina Panthers in Rock Hill, South Carolina, creditors may not recover much money from the Chapter 11 proceedings, said Michael Roeschenthaler, the lawyer who represents the project's general contractor Mascaro/Barton Malow (MBM). Creditors are owed as much as $90 million from the failed Carolina Panthers headquarters project in Rock Hill, bankruptcy court testimony and documents show. Mr. Roeschenthaler said in a federal bankruptcy court hearing Thursday, June 30, 2022, that he does not believe creditors -- including South Carolina taxpayers in Rock Hill and York County -- will recover much of the money. Thursday, June 30, 2022, was the second day of the federal bankruptcy hearing involving creditors and companies owned by Carolina Panthers owner David Tepper. The hearing was held via Zoom from Delaware. "I'm very confident that creditors are going to get very little in this case," Roeschenthaler said in his closing argument as he spoke against what he called a Tepper insider loan of $20 million to finance the bankruptcy. "I have no comfort we are going to see a recovery." Mr. Roeschenthaler said in court that every part of the bankruptcy was aimed to help David Tepper's companies, and not the people who spent millions. Documents show MBM is purportedly owed at least $26 million. The hearing through two days has focused largely on whether the bankruptcy court would allow DT Sports Holdings LLC, a Tepper company, to lend the money to GT Real Estate Holdings, another Tepper company. "This is the most incestuous case I have ever seen," Mr. Roeschenthaler said Thursday. "Every aspect of this case has the fingerprints of a David Tepper controlled entity." Jeffrey Schlerf, the lawyer for DT Sports Holding LLC, balked at any notion there was a problem with one Tepper company gaining anything by lending money to another. "These are conspiracy theories without evidence," Schlerf said. Schlerf said the bankruptcy is a "wind-down" to handle the property's assets in bankruptcy with no other motive. About GT Real Estate Holdings GT Real Estate Holdings is a real estate company owned by David Tepper. It was created to own and develop a mixed-use, pedestrian-friendly community, sports, and entertainment venue, that would also include a new headquarters and practice facility for the Carolina Panthers, a National Football League team, situated on a 234-acre site located in Rock Hill, South Carolina. The company suspended further development of the Project in March 2022. GT Real Estate Holdings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10505) on June 2, 2022. In the petition filed by Jonathan Hickman, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Hon. Karen B. Owens is the case judge. The Debtor tapped White & Case LLP as restructuring counsel; Farnan LLP, as Delaware counsel; and Alvarez & Marsal as financial advisor. Kroll Restructuring Administration LLC is the claims agent. HAIL MARY: Seeks to Hire Nantucket Evaluation Group as Appraiser ---------------------------------------------------------------- Hail Mary, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Nantucket Evaluation Group to conduct an appraisal of its residential property located at 49 Red Barn Road Nantucket, Mass. The firm's compensation for the appraisal is $1,000. Chip La Bonte, owner of Nantucket Evaluation, disclosed in a court filing that the firm neither holds nor represents an interest adverse to the Debtor's estate. The firm can be reached through: Chip La Bonte Nantucket Evaluation Group 100 S. Main Street Sherborn, MA 01770 Phone 508-325-3833 Email : ChipLaBonte@comcast.net About Hail Mary LLC Hail Mary, LLC, a single asset real estate, filed a petition under Chapter 11, Subchapter V of the 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. HAMMERTOWN LLC: Seeks Approval to Hire Lane Law Firm as Counsel --------------------------------------------------------------- HammerTown LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ The Lane Law Firm, PLLC as its counsel. The firm will render these services: a. assist, advise and represent the Debtor relative to the administration of its Chapter 11 case; b. assist, advise and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of secured creditors; d. assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before the bankruptcy court, the appellate courts, and other courts in which matters may be heard; and g. perform all other necessary legal services. The firm will charge these hourly fees: Robert C. Lane, Partner $550 Senior Associates $475 Associates Attorneys $350 - $400 Paralegals $125 - $175 Lane Law Firm received a retainer in the amount of $24,800. Robert Lane, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. The Lane Law Firm PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel.: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About HammerTown LLC HammerTown, LLC operates an interior design business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-41429) on June 28, 2022, disclosing up to $500,000 in both assets and liabilities. Judge Mark X. Mullin oversees the case Robert C. Lane, Esq., at The Lane Law Firm is the Debtor's counsel. HERITAGE POWER: Moody's Cuts Rating on Sr. Secured Loans to Caa2 ---------------------------------------------------------------- Moody's Investors Service, Inc downgraded Heritage Power, LLC's (HEP) senior secured credit facilities to Caa2 from B2, including its senior secured term loan due 2026, senior secured revolving credit facility due 2024, and a senior secured letter of credit facility due 2023. The outlook remains negative. RATINGS RATIONALE "Heritage Power's rating downgrade to Caa2 reflects our expectation that the power project portfolio will experience a substantial drop off in cash flow starting in June 2022 due to significantly lower capacity payments from recent PJM auctions", said Clifford Kim, Vice President – Senior Credit Officer. "This has increased the likelihood of a default on its debt obligations within the next 12 to 18 months without a large, unexpected liquidity infusion" added Kim. The rating action also considers HEP's near term refinancing risk that further increases default risk as well as the company's untenable capital structure given the recent fall in capacity prices and unfavorable hedges. Most immediately, HEP has a $46 million letter of credit facility maturing on July 30, 2023 under which approximately $43 million of letters of credit were outstanding as of March 31, 2022. Moody's expect that extending this facility will be challenging given HEP's likely distressed financial position going forward, raising the prospects of a default. If HEP were to default, senior secured lenders are exposed to the potential for substantial losses given Moody's expectations for negative operating cash flow during the 2023-2024 capacity period and considering the old age of the portfolio with a weighted average age exceeding 50 years. That said, the ultimate recovery for the company's senior secured debt will also depend on the pace and trajectory of future capacity prices after May 2024. Moody's expect greater clarity on future capacity prices in the next PJM capacity auction scheduled for January 2023 that will cover the 2024/2025 capacity period. To the extent that prices do not substantially improve in this auction, a further downgrade is likely. Furthermore, while power prices have risen sharply since mid-2021, Moody's do not incorporate an assumption that substantially higher energy margins will be sufficient to offset the capacity revenue loss. For example, HEP's Shawville and New Castle plants, which represent over 90% of the portfolio's historical power production, are fully or partially under heat rate call options (HRCOs) through the end of March 2024. Moody's view these HRCOs as a net negative given the significant basis exposure and the lack of a pass through of carbon costs. These two plants are subject to these costs as of July 1, 2022 unless a pending lawsuit challenging Pennsylvania's entry into the regional greenhouse gas initiative market (RGGI) and an associated injunction are successful. Additionally, HEP's assets typically operate as peaking assets with a historical capacity factor averaging less than 8% since 2020, severely limiting the prospect of higher energy margins. The main driver of the expected cash flow declines are lower weighted average capacity prices at around $86/MW-day that apply from June 1, 2022 through May 31, 2023 compared to $136/MW-day for the prior period. As capacity revenues decline, HEP may have to draw on its debt service reserve account within the next 12 months given the company's historically tight financial performance with a 2020-2021 average DSCR of 1.18x and Project CFO to Debt of 1.8%. The company could also violate its minimum 1.10x DSCR financial covenant requirement over this time as financial metrics decline after likely peaking in June 2022. Starting on June 1, 2023, the weighted average capacity prices are set to further decline by almost 50%, which Moody's view as unsustainable relative to HEP's leverage. Rating Outlook The negative outlook factors in the increased likelihood of a default over the next 12-18 months given Moody's expectation for rapidly declining cash flow leading to a likely financial covenant violation, potential depletion of the debt service reserve account, and ultimately a payment default. The negative outlook also considers heightened uncertainty regarding the refinancing of HEP's letter of credit facility in July 2023 and around lender recovery if HEP defaults. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING In light of the negative outlook, limited prospects exist for the rating to be upgraded in the short-term. The outlook could be revised to stable if HEP is able to implement a plan to address refinancing risk while also ensuring the sufficiency of cash flow to meet its obligations on a sustained basis or if the January 2023 PJM capacity auction results in a substantial improvement to prices that significantly enhances recovery prospects. The rating could be downgraded if the next PJM capacity auctions results in no material improvement in prices, the company experiences a major operating problem on any of its key assets or if Moody's debt recovery expectations decline. Corporate Profile HEP owns a 2,389 MW portfolio of 16 gas or oil-fired power plants located in New Jersey, Ohio, and Pennsylvania. The company is an indirectly, wholly owned subsidiary of GenOn. The principal methodology used in these ratings was Power Generation Projects Methodology published in January 2022. HERO NUTRITIONALS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Hero Nutritionals LLC 1900 Carnegie Ave Bldg A Santa Ana, CA 92705 Business Description: The Debtor is part of the pharmaceutical and medicine manufacturing industry. Chapter 11 Petition Date: July 7, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-11119 Judge: Hon. Theodor Albert Debtor's Counsel: Brett H. Ramsaur, Esq. Kelly A. Ramsaur, Esq. RAMSAUR LAW OFFICE 27075 Cabot Road Suite 110 Laguna Hills, CA 92653 Tel: (949) 2000-9114 Email: brett@ramsaurlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jennifer Hodges, CEO of Hero Nutritionals, Inc., the sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O5MT6HQ/Hero_Nutritionals_LLC__cacbke-22-11119__0001.0.pdf?mcid=tGE4TAMA IAA INC: Fitch Withdraws 'BB-' LongTerm IDRs -------------------------------------------- Fitch Ratings has affirmed IAA, Inc.'s Long-Term Issuer Default Ratings (IDR) at 'BB-' and has withdrawn the ratings due to commercial reasons. Fitch has also affirmed and withdrawn IAA's senior secured credit facility at 'BB+'/'RR1' and its senior unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Positive. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch has subsequently withdrawn IAA's IDR and Instrument ratings for commercial reasons. KEY RATING DRIVERS Leading Market Position: IAA has a strong market position in the relatively stable salvage vehicle auction industry, controlling a significant share of the North American market. Its largest competitor, Copart, Inc., holds a similar share. The remaining market is somewhat fragmented and made up of smaller regional companies. Fitch does not believe there is a material risk of disruption from another competitor entering the market due to the geographic footprint and established market presence of the two incumbents. However, the company derives approximately 40% of its revenue from cars sourced through three insurance companies, which exposes the company to risk from the loss of an important customer. High Profitability: Fitch attributes IAA's strong profitability to its asset-light business model and its investments in technology to support a shift towards online-only auctions. Actual EBITDA margins, based on Fitch's calculations, were approximately 29% in 2021, which was up from 28% in the prior year. Fitch expects margins to be in the 27% to 30% range over the next couple of years supported by further technology investments to reduce cycle times and administrative costs. Strong FCF Generation: Fitch expects IAA's FCF margin to be in the 10% to 12% range over the next couple of years. Fitch expects an increase in cash interest costs as a result of rising interest rates and a sizeable proportion of debt that is floating rate. Fitch notes IAA's acquisition of SYNETIQ was funded with revolver borrowings the cash interest costs is priced on a floating rate. IAA's actual FCF margin declined to 9% in 2021 from 16% in the prior year due an increase in working capital to support higher sales and an increase in working capital to support investments in technology. Fitch expects capital intensity (capex/revenue) to be in the range of 7% of revenue over the next several years. Moderating Adjusted Leverage: Fitch expects IAA's adjusted leverage (total lease adjusted debt/operating EBITDAR) to decline towards 3.5x by YE22 from approximately 3.7x at YE21. Lease-adjusted leverage is higher than gross EBITDA leverage (total debt/operating EBITDA, as calculated by Fitch) due to the company's relatively heavy use of operating leases. At YE 2021, gross EBITDA leverage was a Fitch-calculated 2.5x and Fitch expects IAA's gross leverage to be in the high-1x to low-2x range over the next couple of years. Fitch expects total debt to be about $1.1 billion throughout the forecast with debt reduction primarily as a result of term loan amortization. Positive Medium-Term; Long-Term Concerns: Fitch views positively the medium-term trends affecting IAA's business. Fitch expects the growing vehicle car parc in North America, increasing vehicle complexity, and rising vehicle repair costs to support demand for IAA's products and services as certain end-users increase their participation in auto auctions. However, longer-term rating concerns include the impact on the inbound supply of damaged and total loss vehicles as a result of new vehicles being equipped with Advanced Driver-Assistance Systems technologies which seek to increase vehicle safety potentially reducing the number of vehicle crashes. DERIVATION SUMMARY IAA's operating profile is similar to its largest competitor, Copart Inc., with comparable size and scale as well as a similar percentage of its revenue base tied to international markets. IAA's financial profile is relatively weaker than Copart's due to IAA's higher total debt outstanding as well as IAA's relatively heavy reliance on operating leases, which Fitch capitalizes at 8.0x and treats as debt. Compared with auto retailer AutoNation, Inc. (BBB-/Stable) the company has significantly higher operating margins but also has materially higher adjusted leverage and is much smaller. No parent/subsidiary linkage, country ceiling or operating environment constraints were in effect for these ratings. KEY ASSUMPTIONS -- Revenues rise in the range of 10% in 2022 due to benefits from volume, price, and inorganic acquisitions completed in the prior year. Revenue grows in the mid-single digits range thereafter due to a rising vehicle car parc and increasing vehicle complexity which supports both volume and pricing; -- EBITDA margins are in the 25% to 30% range throughout the forecast; -- Capex as a percentage of revenue is in the mid- to high-single digits throughout the forecast; -- FCF margins are in the low-teens throughout the forecast; -- Total debt is approximately $1.1 billion throughout the forecast. Debt reduction is in the form of term loan amortization; -- The company uses excess cash for acquisitions or shareholders return. RATING SENSITIVITIES Ratings Sensitivities are no longer applicable given the ratings withdrawal. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: IAA's liquidity as of April 3, 2022 consists of $136 million of cash and roughly $398 million of availability on its $525 million revolving credit facility. Fitch's revolver availability incorporates $121 million of revolver borrowings and approximately $6 million of LOCs outstanding as of April 3, 2022. Fitch believes the company's internal liquidity and significant cash flow will allow them to meet debt servicing costs, working capital needs and investment priorities without additional funding. Debt Structure: The company's capital structure consists of a $525 million revolving credit facility, a $650 million Term Loan B, and $500 million of unsecured notes. ISSUER PROFILE IAA, Inc. is leading provider of total loss solutions and digital salvage vehicles auctions. The company was spun-off of KAR Auction Services in June 2019. Approximately 88% of 2021 revenue was generated in the United States with the largest international markets being Canada and the UK. 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 ---- ------ -------- ----- IAA, Inc. LT IDR BB- Affirmed BB- LT IDR WD Withdrawn BB- senior secured LT WD Withdrawn BB+ senior secured LT BB+ Affirmed RR1 BB+ senior unsecured LT WD Withdrawn BB- senior unsecured LT BB- Affirmed RR4 BB- IMERYS TALC: 3rd Circuit Approves Future Talc Claims In Chapter 11 ------------------------------------------------------------------ The Third Circuit rejected a bid by insurers of Imerys Talc America's predecessors to boot an attorney serving as a representative for future asbestos claimants from the company's Chapter 11 case, reasoning that they waived conflict-of-interest concerns over his firm's representation of the insurers in a separate case. A three-judge panel held that Young Conaway Stargatt & Taylor LLP's representation of Continental Insurance Co. and National Union Fire Insurance Co. of Pittsburgh was not a basis to disqualify attorney James L. Patton Jr. from his role as a future claims representative. "In any event, the Bankruptcy Court carefully considered this issue. After it set out an appointment standard quite close in substance to that which we adopt today -- one centered on Patton's ability to serve the future claimants' interests effectively and impartially -- the Court requested additional disclosures concerning the particular matters it thought relevant to its determination of whether Patton met that standard. One of those matters was Patton's involvement in Young Conaway's previously disclosed representation of "many if not all of the Certain Excess Insurance companies in insurance coverage litigation related to environmental liabilities, including asbestos liabilities." JA 32. In response to that request, the Court received and considered not only Patton's disclosures, but also the unsolicited supplemental objection of the Insurers raising the Warren Pumps conflict, Patton's response to that objection, and several related declarations and exhibits. And what they revealed only bolstered the Court's confidence in Patton: that Young Conaway had implemented an ethical wall between its work on Warren Pumps and Patton's work as FCR in the Imerys bankruptcy, that Patton himself was never involved in the Warren Pumps matter at all, and that Young Conaway had billed only a handful of hours to the matter since 2016 and none since 2018. Given the state of the record on this issue and Patton's reputation and qualifications for the FCR role, the Bankruptcy Court did not abuse its discretion in concluding that the alleged conflict would not impair Patton's performance, and that his credentials, experience, and expertise would serve the future claimants' interests with the required degree of independence and loyalty," the U.S. Court of Appeals for the Third Circuit said in its precedential opinion entered June 30, 2022. A copy of the opinion is available at https://www2.ca3.uscourts.gov/opinarch/203485p.pdf About Imerys Talc America Imerys Talc America, Inc. and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling and distributing talc. Its talc operations include talc mines, plants and distribution facilities located in Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, Calif., and Roswell, Ga. Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as their legal counsel, Alvarez & Marsal North America, LLC as financial advisor, and CohnReznick LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of tort claimants in the Debtors' Chapter 11 cases. The tort claimants' committee is represented by Robinson & Cole, LLP. INTEGRATED VENTURES: Signs 5-Year Hosting Deal With Compute North ----------------------------------------------------------------- Integrated Ventures, Inc. has executed a 5-year collocation and hosting contract for cryptocurrency mining services with Compute North LLC, an industry leader in reliable and efficient data center infrastructure, with focus on institutional and large-scale clients, operating in cryptocurrency mining and high-performance computing. Steve Rubakh, CEO of Integrated Ventures adds the following commentary: "Starting on July 15th, Integrated Ventures plans to start shipping, 1575 of S19J Pro 100-104TH miners, which were recently purchased from Bitmain, to the Compute North newest facility, located in Wolf Hollow, Texas. This is a second transaction between, INTV and Compute North. INTV expects the full deployment to be completed by the middle of August. Between 3 hosting locations in NE, TX and PA, the Company expects to have over 3,000 miners online, utilizing over 10MW of power. To complete this 5MW hosting deal and to satisfy deposit requirements, INTV was able to secure an equity-based funding, in the amount of $500,000, from BHP Capital, LLC." About Integrated Ventures Inc. Integrated Ventures Inc. -- www.integratedventuresinc.com -- operates as technology holdings Company with focus on cryptocurrency sector. Integrated Ventures reported a net loss of $22.43 million for the year ended June 30, 2021, compared to a net loss of $1.08 million for the year ended June 30, 2020. As of March 31, 2022, the Company had $16.15 million in total assets, $787,303 in total liabilities, $1.13 million in series C preferred stock, $3 million in series D preferred stock, and $11.24 million in total stockholders' equity. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 24, 2021, citing that the Company has suffered net losses from operations in current and prior periods and has an accumulated deficiency, which raises substantial doubt about its ability to continue as a going concern. JAGUAR HEALTH: Appoints Dr. Anula Jayasuriya to Board of Directors ------------------------------------------------------------------ Jaguar Health, Inc. has appointed Anula Jayasuriya, M.D., Ph.D., M.B.A., to the company's Board of Directors, effective July 1, 2022. Dr. Jayasuriya is a highly experienced healthcare private equity executive and venture capitalist with broad clinical, industry, entrepreneurial, and investment experience. Jagua also has established a Business Development Advisory Committee to identify and assess opportunities for potential alliances, mergers, and acquisitions. "We are thrilled and honored that Dr. Jayasuriya has joined Jaguar's board," said Lisa Conte, Jaguar's founder, president, and CEO. "She brings a wealth of medical, clinical development, entrepreneurship, and investment experience to our team, and we believe her background and expertise will prove highly beneficial as we work to continue to focus on bringing novel, plant-based, sustainably derived gastrointestinal prescription medicines to people and animals in need around the globe." "With the completion of enrollment targeted for the end of Q2, 2023 for the OnTarget Phase 3 study of crofelemer for the prophylaxis of cancer therapy-related diarrhea," said Dr. Jayasuriya, "and the expectation that proof-of-concept data for crofelemer for the orphan indications of short bowel syndrome (SBS) and potentially congenital diarrheal disorders (CDD) may be available this year, it's an exciting time to join Jaguar's board, and I am delighted to be part of the team." Jaguar board member Greg Divis resigned from the company's board, effective July 1, 2022. "We are so thankful to Greg for serving on our board over the past four years and for his support for Jaguar," said Conte. Rachel Zolot Schwartz has been named Chair of Jaguar's Business Development Advisory Committee (BDAC). Ms. Schwartz is Vice President of Business Development and Commercial at Volastra Therapeutics, a New York-based drug discovery and therapeutics company pioneering novel approaches to treating cancer by exploiting chromosomal instability. "We are very happy to have a recognized business development leader of Rachel's caliber chairing our BDAC," Conte said. "We expect this committee to play a significant role in supporting our efforts to continue forging license and business development relationships in key markets around the globe for crofelemer, our pipeline within our product. Business development is a core focus at Jaguar, as evidenced by the crofelemer revenue sharing distribution and license agreement we entered this past April with Quadri Pharmaceuticals Store for multiple human target indications in Middle East markets, and by the exclusive license, commercialization, and services agreement we signed with SynWorld Technologies in June 2022 for Canalevia (crofelemer) for treatment of diarrhea in dogs in China." "The intersection of business development and commercial in the lifesciences field is my passion, and I am very enthusiastic about chairing Jaguar's BDAC," Ms. Schwartz said. "I am excited to bring my skills and experience to the table and work together with the other future members of this committee to help Jaguar identify good partners and structure alliances that not only build the business but have the potential to help significant numbers of patients in need." Ms. Schwartz has more than 15 years of commercial and business development experience both within the pharmaceutical industry as well as in consulting. Prior to joining Volastra, she worked in business development at Pfizer, where she led the commercial assessments for all oncology deals, notably including the $11B acquisition of Array BioPharma in 2019. During her time in business development, she also completed transactions to externalize medicines that had been deprioritized by Pfizer. In addition to business development, she held senior roles in commercial development and marketing, where she recently led the launch planning for ORGOVYX. She also spent time in Pfizer's Portfolio Decision Analysis group supporting R&D investment allocation decisions to optimize value and improve R&D productivity across Pfizer's portfolio. Before Pfizer, Rachel was an associate principal at Trinity Life Sciences consulting where she focused on licensing & acquisitions, brand strategy and portfolio optimization. She began her career in sales and marketing at Eli Lilly. Rachel received her MBA at the New York University Stern School of Business and holds an undergraduate degree from the University of Pennsylvania. Dr. Jayasuriya is the founder & managing director of EXXclaim Capital, an early-stage venture fund focused on catalyzing innovation, entrepreneurship and investment in Women's Health, and a Co-founder of Evolvence India Life Science Fund (EILSF), the very first fund in India to focus exclusively on health care and invest in Indian pharmaceutical, biotechnology, medical device and contract services companies. She has applied deep business, scientific, and medical knowledge in her career as a pharmaceutical company executive, private equity executive, and venture capitalist, providing her with a broad experience base spanning clinical, executive, entrepreneurial, and financial roles. In 2006, Dr. Jayasuriya co-founded EILSF, focusing exclusively on investment in Indian pharmaceutical, biotechnology, medical device and contract services companies. Dr. Jayasuriya was previously a partner with Skyline Ventures in Palo Alto, and prior to that with the German/US venture capital firm TVM, in San Francisco. Her prior positions include VP Business Development at Genomics Collaborative Inc., Vice President, Global Drug Development at Hoffman-La Roche for opportunistic infections in AIDS and Transplantation, and Director, Outcomes Research at Syntex Laboratories. Dr. Jayasuriya received a BA from Harvard summa cum laude, and an MD and PhD (in Microbiology and Molecular Genetics) from Harvard Medical School. She interned in Pediatrics at Boston Children's Hospital and received an MBA with distinction from Harvard Business School. She also holds a M. Phil. in pharmacology from the University of Cambridge, in England. Dr. Jayasuriya will participate in the standard compensation arrangements for the Company's non-employee directors, including the receipt of (i) a cash retainer equal to $40,000, and (ii) 128,851 restricted stock units under the Company's 2014 Stock Incentive Plan, the grant of which is contingent upon the Company having sufficient authorized shares of common stock under the Plan. The restricted stock units will vest in full on the one-year anniversary of the date of board approval, subject to Dr. Jayasuriya's continuous service through such vesting date. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss and comprehensive loss of $52.60 for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $33.81 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $38.54 million for the year ended Dec. 31, 2019, and a net loss of $32.15 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $52.91 million in total assets, $44.80 million in total liabilities, and $8.11 million in total stockholders' equity. Larkspur, California-based RBSM, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 11, 2022, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JAKKS PACIFIC: To Sell 2 Million Common Shares ---------------------------------------------- Jakks Pacific, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer, issue and sale, from time to time, of 2 million shares of common stock of the Company. The Company will provide the specific terms of the securities it sells in one or more supplements to this prospectus or other offering materials. The Company may offer and sell the securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The Company's shares of common stock are listed for trading on the NASDAQ Global Select Market under the symbol "JAKK." On June 27, 2022, the last reported sale price of the Company's shares of common stock was $13.10 per share. If any other securities offered hereby will be listed on a securities exchange, such listing will be described in the applicable prospectus supplement. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1009829/000143774922016465/jakkspacif20220629_s3.htm About Jakks Pacific JAKKS Pacific, Inc. -- www.jakks.com -- is a designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific's popular proprietary brands include Fly Wheels, Kitten Catfe, Perfectly Cute, ReDo Skateboard Co, X-Power, Disguise, Moose Mountain, Maui, Kids Only!; a wide range of entertainment-inspired products featuring premier licensed properties; and C'est Moi, a new generation of clean beauty. Jakks Pacific reported a net loss of $5.89 million for the year ended Dec. 31, 2021, a net loss of $14.14 million for the year ended Dec. 31, 2020, a net loss of $55.38 million for the year ended Dec. 31, 2019, compared to a net loss of $42.42 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $315.77 million in total assets, $259.14 million in total liabilities, $3.42 million in preferred stock, and $53.21 million in total stockholders' equity. JGR GROUP: Wins Cash Collateral Access Thru July 20 --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized JGR Group, Inc. to use cash collateral in accordance with the budget, with a 10% variance through July 20, 2022. The Court acknowledged that an immediate and critical need exists for the Debtor to use the cash collateral to continue operating its businesses in the ordinary course, pay wages, maintain business relationships with customers, vendors and suppliers, make payroll, pay professionals, make adequate protection payments and to generally conduct its business affairs so as to avoid immediate and irreparable harm to its estate and the value of its assets. The U.S. Small Business Administration provided the Debtor with a loan of $2,000,000 pursuant to the Amended Loan Authorization and Agreement among the Debtor and the SBA. As of the Petition Date, the Debtor owed the SBA not less than $2,000,000. The Debtor is authorized to continue its existing cash management system, and all of the Debtor's deposit accounts and amounts on deposit therein will be subject to the Prepetition Liens and the Adequate Protection Liens. The cash collateral provided by the Prepetition Lender to the Debtor will at all times be used in accordance with the Budget. Prior to entry of the Final Order there will be only one payment of $30,000 to RGS Consulting Group. No further payments to RGS will be made absent an order of the Court. As adequate protection, the Prepetition Lender is granted a first priority perfected security interest in, and lien and mortgage on, all prepetition and postpetition property of the Debtor, whether tangible or intangible, not subject to a valid, perfected, enforceable and unavoidable lien or security interest on the Petition Date. As further adequate protection, the Prepetition Lender is granted a junior perfected security interest in and lien and mortgage on all prepetition and postpetition property of the Debtor, whether tangible or intangible, that is subject to (i) a valid, perfected, enforceable and unavoidable consensual lien or security interest in existence on the Petition Date or (ii) a valid and unavoidable consensual lien or security interest in existence on the Petition Date that is perfected subsequent thereto as permitted by section 546(b) of the Bankruptcy Code. The Debtor will also make any scheduled payments pursuant to the Loan documents, if any. The final hearing on the matter is scheduled for July 19 at 12 p.m. A copy of the order and the July 2022 budget is available at https://bit.ly/3OM5mfx from PacerMonitor.com. The budget provides for $40,000 in total income and $121,781 in total expenses. About JGR Group, Inc. JGR Group, Inc. is a general contractor focused on residential renovation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10710) on June 3, 2022. In the petition signed by Gennadiy Sadykov, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lisa G. Beckerman oversees the case. Leo Jacobs, Esq., at Jacobs PC is the Debtor's counsel. KEYS MEDICAL: Seeks Approval to Hire Rountree as Legal Counsel -------------------------------------------------------------- Keys Medical Staffing, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Rountree Leitman Klein & Geer, LLC as its legal counsel. The firm will render these legal services: (a) give the Debtor legal advice with respect to its powers and duties in the management of its property; (b) prepare legal papers; (c) assist in the examination of the claims of creditors; (d) assist with the formulation and preparation of disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other necessary legal services for the Debtor. The hourly rates of the firm's attorneys and staff are as follows: William A. Rountree, Attorney $495 Will B. Geer, Attorney $450 Hal Leitman, Attorney $425 David S. Klein, Attorney $425 Alexandra Dishun, Attorney $425 Benjamin R. Keck, Attorney $425 Barret Broussard, Attorney $395 Ceci Christy, Attorney $350 Elizabeth A. Childers, Attorney $350 Caitlyn Powers, Attorney $275 Zach Beck, Law clerk $195 Sharon M. Wenger, Paralegal $195 Megan Winokur, Paralegal $150 Catherine Smith, Paralegal $150 The firm received a pre-bankruptcy security retainer in the amount of $20,000 from the Debtor. William Rountree, Esq., a partner at Rountree Leitman Klein & Geer, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William A. Rountree, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com About Keys Medical Staffing Keys Medical Staffing, LLC is a medical staffing company formed by Dr. Theresa Jones and Dr. Linnie Fletcher in 2016. Keys Medical Staffing filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20573) on June 28, 2022, disclosing up to $10 million in assets and up to $1 million in liabilities. Leon S. Jones serves as Subchapter V trustee. Judge James R. Sacca oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. KLMKH INC: Two Unsecured Creditors Agree to Committee Appointment ----------------------------------------------------------------- The U.S. Bankruptcy Administrator for the Western District of North Carolina disclosed in a court filing that two unsecured creditors of KLMKH Inc. have agreed to be appointed to the official committee of unsecured creditors in the company's Chapter 11 case. The creditors are: 1. Brian Bowers 9500 Belmont Lane Waxhaw, NC 28173 Email: brianbowers7@gmail.com 2. Robert J. Estave 43231 Highway 38 Franklinton, LA 70438 Email: bobeSTAVE@i-55.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About KLMKH Inc. Headquartered in Charlotte, N.C., KLMKH, Inc. is a public energy company focused on the oil, gas and solar industries. KLMKH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30232) on May 26, 2022, listing $45,448,970 in assets and $33,309,881 in liabilities. Judge Laura T. Beyer oversees the case. Brad Pearce, Esq., at Pearce Law, PLLC is the Debtor's legal counsel. KLX ENERGY: Tontine Asset Entities Acquire 5.27% Equity Stake ------------------------------------------------------------- Tontine Asset Associates, LLC, Tontine Capital Overseas Master Fund II, L.P., and Jeffrey L. Gendell disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of June 6, 2022, they beneficially own 615,664 shares of common stock of KLX Energy Services Holdings, Inc., representing 5.27% of the shares outstanding. This percentage was calculated based upon the 11,689,384 shares of Common Stock issued and outstanding as of May 6, 2022, as set forth in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2022 filed with the SEC on May 13, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1738827/000121465922008393/r628221sc13g.htm About KLX Energy Headquartered in Wellington, Florida, KLX Energy Services Holdings, Inc. is a provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission critical oilfield services focused on drilling, completion, intervention and production activities for the most technically demanding wells from over 60 service facilities located in the United States. KLXE's complementary suite of proprietary products and specialized services is supported by technically skilled personnel and a broad portfolio of innovative in-house research and development, manufacturing, repair and maintenance capabilities. KLX Energy reported a net loss of $93.8 million for the 11-month transition period ended Dec. 31, 2021, compared to a net loss of $332.2 million for the fiscal year ended Jan. 31, 2021. As of March 31, 2022, the Company had $379.5 million in total assets, $131.1 million in total current liabilities, $275.1 million in long-term debt, $29 million in long-term operating lease obligations, $11.1 million in long-term finance lease obligations, $400,000 million in other non-current liabilities, and a total stockholders' deficit of $67.2 million. * * * As reported by the TCR on Feb. 23, 2021, Moody's Investors Service completed a periodic review of the ratings of KLX Energy Services Holdings, Inc. and other ratings that are associated with the same analytical unit. KLX Energy Services Holdings, Inc.'s (KLXE) Caa1 Corporate Family Rating reflects the company's relatively small scale while providing a range of well completion, intervention, drilling and production services in a highly cyclical industry. As reported by the TCR on March 31, 2022, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on KLX Energy Services Holdings Inc. S&P said "Our 'CCC+' rating continues to reflect KLXE's unsustainable credit metrics." KOSSOFF PLLC: Chapter 7 Trustee Wants to Claw Back $1.4 Million --------------------------------------------------------------- Grace Dixon of Law360 reports that the trustee to now-defunct real estate law firm Kossoff PLLC sought to claw back $1.475 million from Valley National Bank, alleging sole member Mitchell Kossoff -- recently sentenced for defrauding clients -- drained firm funds with the bank's help to keep a family business afloat. Chapter 7 Trustee Albert Togut hit Valley National Bank, subsidiary VNB New York, Kossoff and his mother Phyllis Kossoff with an adversary action on Wednesday, June 29, 2022, alleging VNB issued the already insolvent firm loans and a line of credit that allowed Kossoff to shift Burton Packaging Co. Inc.'s burgeoning financial debts onto the firm. About Kossoff PLLC Kossoff PLLC is a real estate law firm based in New York City. It operated as a law firm with offices located at 217 Broadway in New York City. The firm held itself out as a law firm that provided full-service real estate legal services specializing in litigation and transactional matters, including leasing, sale and acquisition of real property, commercial landlord tenant matters, real estate litigation, and city, state and federal agency regulatory matters. Mitchell H. Kossoff, the firm's founder and only known managing member, is alleged to have failed to and/or refused to return millions of dollars of client funds when requested by clients. Since on or about April 1, 2021, Kossoff's whereabouts have been unknown, and Kossoffhas ceased all communications with the Debtor's clients and with the attorneys and staff who were employed by the Debtor. Kossoff PLLC is subject to an involuntary petition for Chapter 7 bankruptcy (Bankr. S.D.N.Y. Case No. 21-10699) by creditors on April 13, 2021. The case is handled by Honorable Judge David S. Jones. Gran Sabana Corp NV, Louis & Jeanmarie Giordano, and other former clients of the Debtor signed the involuntary petition. Carter Ledyard & Milburn LLP, led by Aaron R. Cahn, represents the petitioners. Veteran restructuring lawyer Albert Togut of Togut, Segal & Segal LLP, was named as Chapter 7 Trustee. He tapped his own firm as counsel in the case. LTL MANAGEMENT: UST Sides With Cancer Plaintiffs In Talc Appeal --------------------------------------------------------------- Dietrich Knauth of Reuters reports that the U.S. Department of Justice's bankruptcy watchdog said that Johnson & Johnson abused the bankruptcy system in order to halt multibillion-dollar litigation alleging that its baby powder causes cancer. DOJ's Office of the U.S. Trustee filed an amicus brief with the 3rd U.S. Circuit Court of Appeals, urging the court to dismiss a New Jersey bankruptcy case initiated by J&J subsidiary LTL Management. The U.S. trustee said J&J used its subsidiary's bankruptcy filing as "a weapon against tort claimants rather than a good-faith means of reorganization." J&J maintains that its Baby Powder and other talc products are safe. A company spokesperson said Thursday, June 30, 2022, that J&J was confident that the appellate review would keep the New Jersey bankruptcy case on track. "Unlike the tort system, the bankruptcy system has an established process to fairly and efficiently resolve all cases," J&J said in an emailed statement. J&J assigned its talc liabilities to a new subsidiary, LTL Management LLC, which it then placed into bankruptcy in October 2021, pausing 38,000 individual lawsuits that had been filed against J&J. That tactic was approved in February by U.S. Bankruptcy Chief Judge Michael Kaplan, who ruled that J&J's approach was "unquestionably" proper and offered a faster and more fair alternative to decades of litigation in other courts. Kaplan's decision not to dismiss the case was appealed by groups of cancer plaintiffs who have alleged that J&J talc products cause mesothelioma and ovarian cancer. Those plaintiffs also filed opening briefs in the 3rd Circuit on Thursday, June 30, 2022, reiterating their arguments that LTL's bankruptcy case was a "sham" designed to protect J&J. The U.S. trustee supported that position, saying that LTL "was created for the sole purpose of filing for bankruptcy," and that it filed for bankruptcy just two days after it was formed. The company was managed by J&J employees, and did not have any business or creditors to protect, other than J&J, according to the amicus brief. LTL has not yet filed a brief in the 3rd Circuit case, and its response is due by Aug. 15, 2022. The U.S. trustee frequently opposes efforts to use the bankruptcy courts to protect a non-bankrupt parent company or other owners, corporate affiliates or other allies of a bankrupt company. It successfully opposed Purdue Pharma's effort to protect its owners, members of the Sackler family, from opioid lawsuits, although that ruling is being reviewed in a further appeal. The case is In re LTL Management LLC, U.S. Court of Appeals for the Third Circuit, No. 22-2003. For LTL: Greg Gordon of Jones Day For Talc Claimants Committee: David Molton of Brown Rudnick, Melanie Cyganowski of Otterbourg, Daniel Stolz of Genova Burns, Brian Glasser of Bailey Glasser, Lenard Parkins of Parkins & Rubio and Jonathan Massey of Massey & Gail 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. MADISON SQUARE: Aims Mediation for 150 Abuse Claims --------------------------------------------------- Law 360 reports that Madison Square Boys & Girls Club told a New York bankruptcy judge Friday that it wants to get going with mediation on nearly 150 sexual abuse claims as soon as possible to stave off a potential liquidation, which is likely absent a negotiated settlement. During a virtual first-day hearing, debtor attorney Alan W. Kornberg of Paul Weiss Rifkind Wharton & Garrison LLP said the organization has virtually no debt and only filed for Chapter 11 to deal with the abuse claims arising from conduct that occurred between the 1940s and 1988. About Madison Square Boys & Girls Club Madison Square Boys & Girls Club Inc. -- https://www.madisonsquare.org -- is to save and enhance the lives of New York City boys and girls who by means of economic and/or social factors are most in need of its services. Madison Square Boys & Girls Club Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by Jeffrey Dold, as chief financial officer, the Debtor reports estimated liabilities between $50 million and $100 million against its estimated assets between $50 million and $100 million and Liabilities of $100M-$500M. Alan W. Kornberg, of Paul, Weiss, Rifkind, Wharton, is the Debtor's counsel. MALLINCKRODT PLC: NJ to Get $30 Mil. from Opioid Settlement ----------------------------------------------------------- Acting Attorney General Matthew J. Platkin announced that the State of New Jersey and its eligible subdivisions are to receive approximately $30 million dollars, assuming no prepayment by the company, as part of a multistate opioid settlement with global pharmaceutical maker Mallinckrodt PLC. The settlement addresses the company's role in helping foment the national opioid crisis. The bulk of the Mallinckrodt settlement dollars will be used to fund opioid abatement efforts across the state. Historically one of the nation's highest-volume opioid producers, Mallinckrodt manufactured more than 28.8 billion opioid pills between 2006 and 2012—nearly 38 percent of the opioid market share in the U.S. during that period. According to the states, Mallinckrodt aggressively marketed its various opioid products while downplaying the addiction and other risks associated with them. The company also funded ostensibly "independent" third-party groups and distributed purportedly “objective” literature that promoted opioid use while ignoring or minimizing the potential harms. Mallinckrodt filed for bankruptcy in October 2020. In February of this 2022, a U.S. Bankruptcy Court judge sitting in Delaware confirmed the company's Chapter 11 reorganization plan, which contains, among other items, the overall $1.725 billion opioid settlement announced today. Dublin-based Mallinckrodt also needed approval of its bankruptcy reorganization plan from the Irish courts, which has been granted. The reorganization plan became effective on June 16, 2022, allowing the opioid settlement to move forward. The State has elected to apply the Memorandum of Agreement Between the State of New Jersey and Local Governments on Opioid Litigation Recoveries ("the State Subdivision Agreement") to the Mallinckrodt bankruptcy plan, and will soon make a filing in the bankruptcy court to that effect. The State Subdivision Agreement establishes binding terms for the distribution and spending of funds from any national opioid litigation resolution, which may include a bankruptcy plan. In particular, the Agreement calls for the opioid funds to be divided with 50 percent directly to the State and 50 percent directly to the 262 New Jersey subdivisions eligible for distribution. "In its chase for profit above all else, Mallinckrodt showed reckless disregard for the law, and for the safety of countless consumers who were misled into believing no harm could come to them from using the company’s opioid products," said Acting Attorney General Platkin. "Now that the bankruptcy issues are resolved, Mallinckrodt will pay for the damage they’ve done and we will use the settlement funds to further combat the opioid epidemic." "This settlement rightfully holds Mallinckrodt responsible for providing financial resources needed to combat the far-reaching effects of illegal opioid marketing," said Kelly Levy, Acting Director of the Office of the New Jersey Coordinator for Addiction Responses and Enforcement Strategies (NJ CARES). "We will use the Mallinckrodt funds to abate the harmful impact the opioid crisis continues to have on the lives of New Jersey residents on a daily basis." "Mallinckrodt aggressively pushed its opioid products in the marketplace while using misleading and deceptive messaging about the safety of those products to gain consumer confidence," said Cari Fais, Acting Director of the Division of Consumer Affairs. "We cannot reverse the harm caused by Mallinckrodt’s saturation of the market with highly addictive painkillers, but this settlement holds them accountable for their irresponsible, greed-driven conduct." Mallinckrodt manufactured and sold two branded opioids – Xartemis and Exalgo. The bulk of its opioid sales, however, were generic oxycodone pills – pills that it knew were often being diverted into illicit channels. Despite this awareness, Mallinckrodt did regular business with rogue distributors that served so-called "pill mills," and in fact settled drug diversion claims brought against it by the U.S. Drug Enforcement Administration in 2017. Mallinckrodt was also a client of McKinsey & Company, the worldwide marketing firm that specialized in boosting opioid sales for its pharma clients through hard-charging – and often deceptive – promotional strategies aimed at creating new, larger, and more lucrative opioid markets. McKinsey agreed in 2021 to pay a total of $573 million to resolve a multistate investigation into its own role in fueling the opioid crisis. (New Jersey received $16 million from that settlement.) In addition to the monetary terms, Mallinckrodt has agreed under today’s settlement to a number of injunctive terms: Among other things, Mallinckrodt is barred going forward from promoting its opioid products, from either rewarding or disciplining employees on the basis of opioid sales, and from providing donations or grants to third parties. Mallinckrodt must share certain clinical data through a third-party data archive to increase the transparency of its clinical research. Mallinckrodt must provide for public access to its documents in perpetuity as part of an industry-wide document disclosure program. In addition, Mallinckrodt has retained an independent monitor who has been monitoring Mallinckrodt’s compliance with the settlement terms, and will continue to do so for at least five years from the October 12, 2020 petition date (the date Mallinckrodt’s Chapter 11 bankruptcy cases were filed). Owing to a required, post-filing waiting period and the need to complete certain logistical tasks related to fund distribution, New Jersey and the other states do not anticipate receiving the first installment of settlement funds until the fall. Deputy Attorneys General Lara Fogel, Patricia Schiripo and Jesse Sierant, of the Division of Law’s Affirmative Civil Enforcement Practice Group, and Assistant Attorney General Janine Matton handled the Mallinckrodt matter on behalf of the State. 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. MIC GLEN: Moody's Affirms 'B3' CFR & Alters Outlook to Stable ------------------------------------------------------------- Moody's Investors Service changed MIC Glen LLC's outlook to stable from positive. At the same time, Moody's affirmed all of MIC Glen's ratings, including its B3 corporate family rating and B3-PD probability of default rating. In addition, Moody's affirmed MIC Glen's B2 first lien senior secured term loan and revolving credit facility rating and Caa2 second lien term loan rating. The affirmation and outlook change to stable reflects the challenging operating environment for restaurant operators, including meaningful inflation in primary commodity costs and labor expenses. At the same time, inflationary pressures are also impacting consumers' disposable income. Should inflation pressures persist, margin contraction would lead to reduced operating cash flow, hampering the company's growth plans and targeted credit metric improvement. The stable outlook reflects the strength of the Taco Bell brand which supports a level of performance that would maintain at least the current level of credit metrics. The outlook also incorporates MIC Glen's good liquidity and that new restaurant additions will be financed through cash flow and will come at a measured pace. Affirmations: Issuer: MIC Glen LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Bank Credit Facility, Affirmed B2 (LGD3) Senior Secured Second Lien Bank Credit Facility, Affirmed Caa2 (LGD6) Outlook Actions: Issuer: MIC Glen LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE MIC Glen's B3 CFR is constrained by the difficult operating environment for restaurant operators due to meaningful inflation, as well as governance considerations including its high leverage related to its private equity ownership. Moody's adjusted debt / EBITDA is high at around 6.0x relative to the company's modest size and scale as measured by total number of restaurants and revenue. The company is also constrained by its concentration in predominantly one brand, and geographic concentration in the South Central region of the US, notably Oklahoma, Arkansas, and Missouri. The rating is supported by the strength, value proposition, and high level of awareness of the Taco Bell brand, which has helped drive a solid track record of same-store sales growth. Liquidity is good supported by excess cash balances, positive free cash flow, the ability to access the sale-leaseback market as an alternate source of liquidity, and ample covenant cushion, with no meaningful corporate refinancings before the revolver comes due in 2026. MIC Glen's private ownership is a rating factor given the potential implications from both a capital structure and operating perspective. Financial policies are always a key concern of privately-owned companies with regard to the potential for higher leverage, extractions of cash flow via dividends, or more aggressive growth strategies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could result in an upgrade include sustained improvement in credit metrics, and increased size, scale, and geographic diversification. An upgrade would also require adherence to more conservative financial policies, including a demonstrated willingness to achieve and maintain stronger credit metrics. Specific metrics include debt to EBITDA sustained under 5.5 times and EBIT coverage of interest expense over 1.75 times. A downgrade could occur if operating performance sustainably weakens or if financial strategies become more aggressive, such as through debt-financed dividends. Specific metrics include Debt/EBITDA sustained above 6.25x or EBIT to interest falling below 1.25x. MIC Glen LLC owns and operates approximately 320 Taco Bell and dual brand restaurants throughout the South Central region of the U.S. Revenue for the LTM period ending March 22, 2022 was approximately $535 million. MIC Glen is majority-owned by affiliates of private equity firm Mubadala Capital. The principal methodology used in these ratings was Restaurants published in August 2021. MILLENNIUM SERVICES: Wins Cash Collateral Access Thru July 14 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized Millennium Services of Florida, LLC to use cash collateral in accordance with the budget on an interim basis. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) such additional amounts as may be expressly approved in writing by Assurance Mezzanine Fund III, L.P., the Secured Creditor. Notwithstanding the amounts set forth in the budget, during the period from the Petition Date through July 14, 2022, the Debtor will not pay any of the following: a. salary or compensation to Affiliate Officers without Court Order; b. office/equipment yard rent; c. payments of any kind on any merchant cash advance/loan; d. capital or operating lease payments; and e. pre-petition debts other than wages as provided by the Court in a separate order. As adequate protection, the Secured Creditor will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as their respective prepetition liens, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property. A copy of the order and the Debtor's budget for June 20 to July 12, 2022, is available at https://bit.ly/3nJ6eWo from PacerMonitor.com. The Debtor projects $378,419 in total income and $94,035 in total expenses for the period. About Millennium Services of Florida Millennium Services of Florida, LLC -- http://www.millenniumservicesfl.com/-- provides residential and commercial landscaping services. Millennium Services of Florida filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02173) on June 20, 2022, listing up to $1 million in assets and up to $10 million in liabilities. Robert Altman is the Subchapter V trustee. Judge Tiffany P. Geyer oversees the case. Kenneth D. Herron, Jr., Esq., at Herron Hill Law Group, PLLC is the Debtor's counsel. MIND TECHNOLOGY: Gets New Orders for Sonar Systems Worth $7.7M -------------------------------------------------------------- MIND Technology, Inc. has received orders for sonar and source controller systems totaling approximately $7.7 million. In addition, the Company's Board of Directors has elected not to declare a quarterly cash dividend on its 9.00% Series A Cumulative Preferred Stock for the second quarter of its fiscal year ending Jan. 31, 2023. Rob Capps, MIND's president and chief executive officer, stated, "These new orders had been anticipated, but it is an important step to have them in hand. The equipment to be delivered includes multi-beam sonar systems, along with associated handling equipment, and seismic source controller systems. We expect all these orders to be completed and delivered in our current fiscal year. We believe these orders indicate the strength in military and exploration markets and we expect further orders in the near future. "Due to liquidity demands to complete these, and other, orders and the uncertainty as to the timing of certain cash flow, we feel it prudent to defer the payment of the second quarter dividend on our Series A Preferred Stock. The Company continues to have positive working capital and no funded debt." The Company may defer dividend payments on the Series A Preferred Stock, but the dividend is a cumulative dividend that accrues for payment in the future. During a deferral period, the Company is prohibited from paying dividends or distributions on its common stock, or redeeming any of those shares. Further, if the Company does not pay dividends on its Series A Preferred Stock for six or more quarters, the holders of Series A Preferred Stock will have the right to appoint two directors to the Company's board. About Mind Technology Mind Technology, Inc. -- http://mind-technology.com-- provides technology and solutions for exploration, survey and defense applications in oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND Technology has a global presence with key operating locations in the United States, Singapore, Malaysia and the United Kingdom. Its Klein and Seamap units design, manufacture and sell specialized, high performance sonar and seismic equipment. Mind Technology reported a net loss of $15.08 million for the year ended Jan. 31, 2022, a net loss of $20.31 million for the year ended Jan. 31, 2021, compared to a net loss of $11.29 million for the year ended Jan. 31, 2020. As of 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. 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. MORRISVILLE BOROUGH: S&P Lowers GO Bonds Rating to 'BB+' -------------------------------------------------------- S&P Global Ratings lowered its underlying rating to 'BB+' from 'BBB-' on Morrisville Borough School District, Penn.'s existing general obligation (GO) debt. The outlook is negative. "The lowered rating reflects the district's failure to improve its general fund balance position and its weakened liquidity position," said S&P Global Ratings credit analyst Jennifer Boyd. "We could lower the rating further if the district's fiscal 2022 general fund results are worse than estimated, if it produces another general fund drawdown in fiscal 2023, or if it turns to one-time tactics--such as refunding debt--for budgetary relief," Ms. Boyd added. The district's full faith and credit secures the bonds, subject to Act 1 Index limitations. The Act 1 Index under Pennsylvania commonwealth statute restricts a district's ability to raise the tax levy above a certain index, as determined by the Pennsylvania Department of Education. As a result of no limitations being placed on the fungibility of resources, S&P rates the bonds on par with its view of the district's general creditworthiness. The district is located 32 miles northeast of Philadelphia, across the Delaware River from Trenton, N.J. MOVIMIENTO PENTECOSTAL: Oriental Bank Says Plan Not Feasible ------------------------------------------------------------ Oriental Bank ("OB") objects to confirmation of the Small Business Plan of Movimiento Pentecostal Apostolico Cristiano Incorporado for the following reasons: * Debtor's proposed plan dated June 15, 2022 makes reference to a series of Exhibits regarding the treatment afforded to creditors which are not part of the plan. If the treatment of a particular creditor is provided in detail or supplemented by a particular Exhibit, that Exhibit must be included in Debtor's proposed plan or the plan is therefore incomplete. Therefore, the proposed plan should be amended to include the Exhibits to which it makes reference to. * The plan's language in section 9.03 is not acceptable to OB, as it provides an injunction barring any action against Debtor after confirmation. OB must retain the capability to pursue the foreclosure of its collateral, if Debtor defaults with its payments to OB under the terms of the plan, if confirmed. * Unlike the disclosure statement, the proposed plan filed by Debtor has a discharge language applicable to debtors who are individuals, not corporate entities like Debtor of caption. Therefore, the plan should be amended to be compatible with the disclosure statement and with the applicable provisions of the Bankruptcy Code. * Debtor's plan does not provide for the retention of OB's mortgage lien over Debtor's commercial real property located at 143 Urb. Villa Carolina, 401 Street, Block 143-7, Carolina, Puerto Rico after confirmation. It deprives OB of adequate protection under sections 361 and 362 of the Bankruptcy Code and fails to comply with the provisions of section 1129(a)(7) of the Bankruptcy Code. * Debtor's income is mostly comprised of its parishioner's donations, which can vary in amount per month or may cease at any moment. Therefore, Debtor's income is wholly speculative and cannot be reasonably relied upon on a monthly basis to adequately fund a Chapter 11 plan. Debtor's monthly operating reports clearly show that Debtor's plan is not feasible. * Refinancing of OB's commercial mortgage loan to make proposed balloon payment on the 60th month is highly speculative and makes the plan not feasible. Debtor's plan feasibility relies on its capability to refinance its commercial mortgage loan with OB. * Debtors income is insufficient to fund the plan, thus making the plan not feasible. Debtor's average income for the first four months of this year is merely $1,312.00 monthly, while the proposed plan calls for payments to creditors in the monthly amount of $1,428.00, without considering operating expenses. * The proposed plan does not reflect a feasible alternative to repay Debtor's creditors, as the financial information provided with the disclosure statement clearly shows. As such, it is quite evident that Debtor's proposed Chapter 11 plan does not comply with section 1129(a)(11), as it is not feasible and therefore is not confirmable. * Debtor's plan does not propose to keep OB's collateral adequately insured until OB is paid in full. Debtor does not proffer to continue paying the hazard and flood insurance for OB's collateral, which is required to provide adequate protection to OB as secured creditor pursuant to sections 361 and 362 of the Bankruptcy Code. A full-text copy of Oriental Bank's objection dated July 5, 2022, is available at https://bit.ly/3IiILot from PacerMonitor.com at no charge. Counsel for Oriental Bank: LUIS M. SUAREZ LOZADA LAW OFFICES Luis M. Suarez Lozada 35 Juan C. Borbon Street, STE 67-113 Guaynabo, Puerto Rico 00969-5375 Phone:(787)296-4299 E-mail: suarez@caribe.net About Movimiento Pentecostal Movimiento Pentecostal Apostolico Cristiano, Incorporado, is a non-profit corporation duly organized under the laws of the Commonwealth of Puerto Rico engaged in religious activities and in the managing of a church located at Urb. Villa Carolina 143, Calle 401, Apt. 7, Carolina, PR 00985-4022. Movimiento Pentecostal Apostolico Cristiano filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 21-02645) on Sept. 1, 2021, listing as much as $500,000 in both assets and liabilities. The Debtor is represented by Almeida & Davila, P.S.C. NATIONAL REALTY: Federman & Sherwood Probes Chapter 11 Filing ------------------------------------------------------------- The law firm of Federman & Sherwood has initiated an investigation into NRIA's Chapter 11 bankruptcy. The Company, which has real estate projects in Florida, Pennsylvania, New Jersey, and New York, said it had assets worth $50 million to $100 million and liabilities of $500 million to $1 billion. According to reports, NRIA, which purported to have $1.25 billion in assets under management in 2021, is under investigation by the FBI (Federal Bureau of Investigation), the SEC (Securities Exchange Commission), and state regulators in Illinois, New Jersey, Alabama. 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. NATURALSHRIMP INC: CEO Issues Letter to Shareholders ---------------------------------------------------- NaturalShrimp, Inc. issued a letter to shareholders from Gerald Easterling, CEO of NaturalShrimp. Dear Shareholders, As we reach the mid-point of 2022, our mission to produce fresh, land-based gourmet-grade shrimp without the use of antibiotics, probiotics or toxic chemicals continues to build momentum. We are pleased to see increasing production and sales, new developments for our Hydrogas and Electrocoagulation technologies' independent trials, and rising interest from the investment community. Production and Sales On July 3, 2022, the La Coste, Texas shrimp production facility experienced a fire that damaged the Water Treatment Plant (WTP) including the filtration equipment within the building. The initial investigation indicated that the fire started at an external source near the WTP building. No one was hurt and this did not cause any damage to the main production building containing the shrimp. The Company immediately engaged its Emergency Response Team (ERT) comprised of management, engineering, production, and sales personnel organized to quickly respond and deal with potential situations such as this. Fortunately, the Company has the necessary backup equipment to replace the damaged drum filters and EC equipment which will allow continued production and sales in Texas. Texas began selling live shrimp in late June, and Iowa has been selling since November of 2021. The initial live shrimp sales were limited in size to establish and train customers in shipping and handling procedures. These sales are targeted presently in the Chicago and San Antonio areas with expansion in the next six to nine months in the Austin, Houston and Dallas markets. The virtually untapped live market within the United States provides a greater profit margin than the fresh, refrigerated shrimp retail market at this time. However, we plan to service both markets in the future. Total sales have also recently included the selling of shrimp at the downtown Webster City, Iowa market for the local Chamber of Commerce. We expect these sales to increase every quarter reaching the following weekly production as presented on the Investors Relations page of the Company's web site (www.naturalshrimp.com) beginning in the first and second quarter of 2023 as the retrofit in Iowa is completed and the Texas expansion and Florida operation come on line: * Texas (40,000 sq ft, 6,000 lbs) * Iowa (250,000 sq ft, 18,000 lbs) * Texas expansion (80,000 sq ft, 12,000 lbs) * Florida (240,000 sq ft, 36,000 lbs) We have ramped our sales and have significantly increased our distribution footprint in Illinois and Texas and are driving an average margin above 40%. The live haul market certainly delivers very high return, and our customers support our strategy. We are focused on our key regional markets and the demand is strong. Our current Company projections foresee reaching $1million in cumulative sales by end of 2022. NaturalShrimp Outlet We are committed to establishing a NaturalShrimp Outlet and have identified a location of interest in the Dallas Fort Worth area. The outlet will enable us to receive and process our product for packaging and preparing shrimp for our online ordering and home delivery program. The Company is currently testing packaging of heads on fresh, frozen, and cooked shrimp. We are pleased to announce that Chef Douwe Iedema will be heading up our NaturalShrimp Outlet along with offering his unique NaturalShrimp sauces and spices. In addition, NaturalShrimp Outlet would make it possible for us to process thousands of pounds of shrimp not only for the home, but as a distribution hub for pickup and delivery to local chefs, as well as in-person purchasing and pick up to the general public. Norway Salmon Trial We recently completed a trial at the independent RAS testing center Marineholmen RASLab in Norway to evaluate how our Hydrogas and electrocoagulation technologies compared with the traditional method of using a biofilter when raising salmon. The study supports our success with early aquaculture partners using Hydrogas technology, such as Indiana-based Hanilu Farms, in commercial production to increase health and survival rates. Based on the results of this study, we expect technology licensing opportunities to salmon and finfish producers worldwide for additional revenue. Australia Wastewater Trial We have received approval to proceed with a trial in Australia later in 2022, under the direction of Christine Huynh, to use our Electrocoagulation technology to evaluate the removal of microalgae and total nitrogen in effluent water from prawn farms. Based on the results of these tests we anticipate licensing the technology for the treatment of aquaculture wastewater worldwide for additional revenue. Corporate Update Recently we attended the ROTH 8th Annual London Conference where we had the opportunity to sit down with a variety of existing and potential institutional investors, along with having the pleasure of serving our farm-to-table sushi grade shrimp to conference attendees. We also had the opportunity to meet with a qualified group of investors at the conference to discuss multiple U.K. production facilities in a joint venture business relationship. We look forward to sharing more details on this venture as they develop. Earlier in the year we filed an application to uplist from the OTCQB to the NASDAQ. We continue to work to complete all the necessary steps to successfully meet the requirements for listing on the NASDAQ and believe acceptance will help elevate the Company's public profile, expand our shareholder base, improve liquidity and enhance shareholder value. Today we have built the largest U.S. shrimp indoor Recirculating Aquaculture System using our patented platform technologies and have worked to test and independently validate these technologies to support potential joint venture and licensing opportunities. Looking ahead at the second half of 2022, we will continue to focus on the commercialization and ramp up of our farm-to-table sushi grade shrimp and fresh seafood. We thank all of our shareholders for your ongoing support as we are working diligently to build the short and long-term value of our company. Sincerely, Gerald Easterling, CEO of NaturalShrimp About NaturalShrimp NaturalShrimp, Inc. is a publicly traded aqua-tech Company, headquartered in Dallas, with production facilities located near San Antonio, Texas. The Company has developed a commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals. NaturalShrimp systems can be located anywhere in the world to produce gourmet-grade Pacific white shrimp. Naturalshrimp reported a net loss of $86.30 million for the year ended March 31, 2022, compared to a net loss of $3.59 million for the year ended March 31, 2021. As of March 31, 2022, the Company had $37.90 million in total assets, $24.88 million in total liabilities, $2.54 million in series E redeemable convertible preferred stock, $43.61 million in series F redeemable convertible preferred stock, and a total stockholders' deficit of $33.13 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2022, citing that the Company has suffered significant losses from inception and has a significant working capital deficit. These conditions raise substantial doubt about its ability to continue as a going concern. NATURALSHRIMP INC: Texas Water Treatment System Destroyed by Fire ----------------------------------------------------------------- At approximately 1:50 a.m. CST, NaturalShrimp Incorporated's building containing its water treatment and purification system in La Coste, Texas, was completely destroyed by fire. No one was injured as a result of the fire. While still too early to determine definitively, the Company believes such fire may have been caused by an electrical short external to the building. The Water Treatment Plant is a separate building consisting of approximately 8,000 square feet located apart from the production building which was not damaged. The Company is currently deploying its reserve equipment located in its Webster City, Iowa facility to the La Coste facility and is working to resume operational production status in La Coste within seven to ten days. About NaturalShrimp NaturalShrimp, Inc. is a publicly traded aqua-tech Company, headquartered in Dallas, with production facilities located near San Antonio, Texas. The Company has developed a commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals. NaturalShrimp systems can be located anywhere in the world to produce gourmet-grade Pacific white shrimp. NaturalShrimp reported a net loss of $86.30 million for the year ended Dec. 31, 2022, a net loss of $3.59 million for the year ended March 31, 2021, and a net loss of $4.81 million for the year ended March 31, 2020. As of March 31, 2022, the Company had $37.90 million in total assets, $24.88 million in total liabilities, $2.54 million in series E redeemable convertible preferred stock, $43.61 million in series F redeemable convertible preferred stock, and a total stockholders' deficit of $33.13 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor, issued a "going concern" qualification in its report dated June 29, 2022, citing that the Company has suffered significant losses from inception and has a significant working capital deficit. These conditions raise substantial doubt about its ability to continue as a going concern. NATUS MEDICAL: Moody's Assigns B3 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and a B3-PD Probability of Default Rating to Natus Medical, Inc. At the same time, Moody's assigned B3 ratings to the proposed senior secured credit facilities, including $413 million 7-year Term Loan and $50 million revolving 5-year credit facility. The outlook is stable. Proceeds from the new debt together with new sponsor equity from ArchiMed and management's rollover equity, will be used to fund the acquisition of Natus for approximately $1.2 billion and pay related fees and expenses. The B3 rating assigned to the proposed first lien credit facilities reflects their senior secured interest in substantially all assets of the borrowers and the fact that the secured debt is the sole financial debt within the company's capital structure. Ratings assigned: Assignments: Issuer: Natus Medical, Inc Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured Revolving Credit Facility, Assigned B3 (LGD4) Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4) Outlook Actions: Issuer: Natus Medical, Inc Outlook, Assigned Stable Social and governance risks considerations are material to the ratings assignment. Medical product companies have elevated social risks, primarily around responsible production which include compliance with regulatory requirements as well as adverse reputational risks from recalls, safety issues or product liability litigation. Positive social considerations include favorable demographic and societal trends, such as the aging of the population in developed countries. These supportive trends are however partly mitigated by on-going pressure from government to reduce healthcare costs. With respect to governance, Natus has historically maintained conservative financial policies and very low leverage but did actively participate in the industry consolidation. Under a new private equity ownership, Moody's expects Natus will have a more aggressive financial policy as evidenced by a high initial leverage at transaction's close. RATINGS RATIONALE The B3 CFR reflects the company's high initial leverage, at roughly 6.7 times pro forma for the new capital structure. The rating is also constrained by the company's modest scale and narrow business focus on diagnosis and monitoring of neurologic disorders, complemented by services for newborn care and hearing & balance diagnostics. The rating is also constrained by on-going supply-chain disruptions, cost inflation, and limited pricing power caused by on-going pressure on US hospitals budgets. The B3 rating is supported by Natus' leading positions in niche markets that have stable demand characteristics and favorable long-term growth prospects. The rating is also supported by Natus' track record of positive free cash flow, even during the coronavirus pandemic. Moody's expect that earnings growth will continue as the headwinds from the pandemic further recedes. However, supply chain disruptions have been a headwind for Natus and Moody's expects this to continue over the next 12-18 months. The stable outlook reflects Moody's expectation that Natus will reduce its currently high leverage to below 6.0 times over the next 12-18 months. Natus will maintain good liquidity over the next 12-18 months, with no near-term debt maturities. Liquidity is supported by $10 million of cash at close of the transaction. Given the company's profit margins and modest capital requirements, Moody's estimates that Natus will generate free cash flow of at least $20 million annually. Liquidity is supported by a new 5-year revolving credit facility that provides for borrowings of $50 million. This facility has springing First Lien Net Leverage Covenant of 8.0x when 35% drawn. Moody's expects the company to make minimal draws on this facility over the next 12 months. Alternative sources of liquidity are limited as substantially all assets are pledged. The proposed first lien term loan is expected to have no financial maintenance covenants while the proposed revolving credit facility will contain a springing maximum first lien net leverage ratio of 8.00:1.00 that will be tested when the revolver is more than 35% drawn. As proposed, the new credit facilities provides covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: (1) The first lien credit facility contains incremental facility capacity up to the greater of $59.1 million and 75.00% of Consolidated EBITDA, plus unlimited amounts up to 5.00x First Lien Net Leverage (if secured on a pari passu basis). No portion of the incremental may be incurred with an earlier maturity date than the initial term loans, (2) The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit the disposition and/or transfer of any intellectual property that is material to the business taken as a whole, to a non-loan party and/or an unrestricted subsidiary. Only subsidiaries that are wholly-owned must act as subsidiary guarantors; dividends or transfers of partial ownership interests could jeopardize guarantees, subject to protective provisions which only permit guarantee releases if such transfer is consummated with a non-affiliate, pursuant to a bona fide joint venture, and it is not entered for the primary purpose of such subsidiary ceasing to constitute a loan party or to effect such release. The credit agreement provides some limitations on up-tiering transactions, including the requirement that each lender directly and adversely affected consents to any amendment that would subordinate (1) any of the liens securing any of the obligations to the liens securing any other indebtedness or other obligations or (2) any obligations in contractual right of payment to any other indebtedness or other obligations. The proposed terms and the final terms of the credit agreement may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Natus increases scale and diversification while generating positive free cash flow. An upgrade would also be supported by demonstration of conservative financial policies including debt reduction. Specifically, the ratings could be upgraded if adjusted debt to EBITDA was sustained below 6 times. Ratings could be downgraded if the company's operating performance suffers due to failure to effectively manage its growth, if pricing pressure develops, or if free cash flow becomes negative. The ratings could also be downgraded if the company's liquidity deteriorates and/or if its financial policy becomes more aggressive. Headquartered in Middleton, Wisconsin Natus Medical, Inc is a niche player with strong competitive positions in three markets: neuro (60% of 2021 revenue), newborn care (22%) and hearing & balance (18%). Natus manufactures and commercializes medical devices (two-thirds of revenue) and related supplies and services (one-third of revenue). In 2021, Natus Medical, Inc reported revenue of $473 million. Pro forma for this transaction, Natus will be owned by private equity firm ArchiMed. The principal methodology used in these ratings was Medical Products and Devices published in October 2021. NEKTAR THERAPEUTICS: Gil Labrucherie Quits as CFO, COO ------------------------------------------------------ Gil Labrucherie stepped down as chief financial officer and chief operating officer of Nektar Therapeutics, effective as of July 1, 2022. Jillian Thomsen, who currently serves as senior vice president, Finance and chief accounting officer, was promoted to the position of senior vice president and chief financial officer, effective as of July 1, 2022. There are no arrangements or understandings between Ms. Thomsen and any other persons pursuant to which Ms. Thomsen was appointed as chief financial officer of the Company. There are also no family relationships between Ms. Thomsen and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The terms of any material plan, contract or arrangement entered into or any grant or award made in connection with Ms. Thomsen's appointment have not been determined yet. On April 25, 2022, the Company announced that John Northcott will step down from the role of senior vice president and chief commercial officer of the Company. On June 29, 2022, the Company and Mr. Northcott entered into an Employment Transition, Separation and Consultation Agreement in connection with the termination of Mr. Northcott's employment with the Company, effective as of June 30, 2022. In connection with the Agreement, the Company and Mr. Northcott will also enter into a standard release agreement. Pursuant to the Agreement, during the transition period from the Notice Date through the Separation Date, Mr. Northcott continued to serve as the Company's senior vice president and chief commercial officer in order to provide transition services according to the terms of the Agreement. For such transition services, the Company continued to pay Mr. Northcott's current base salary for the term of the Transition Period in accordance with the usual payroll practices of the Company and subject to the same rights, benefits, equity, salary, and vesting of equity awards, under any employee benefit or compensation plan or program sponsored by Company or any of its parent, subsidiary or affiliated entities that Mr. Northcott was eligible for immediately prior to the Notice Date, provided that Mr. Northcott will not be entitled to receive any cash bonuses or any additional grants of equity awards as part of the Company's 2022 performance review process. Subject to the terms of the Agreement and upon the execution of the standard release agreement, the Company will (i) pay Mr. Northcott a lump sum severance payment of $921,206.25, less all applicable withholdings and standard deductions, (ii) if Mr. Northcott timely elects COBRA coverage, pay for certain premiums for his group medical, dental, employee assistance program and vision plan COBRA coverage from July 1, 2022 through June 30, 2023 or until Mr. Northcott becomes eligible for similar group coverage from another employer, if earlier, (iii) pay for certain career transition services, and (iv) provide for certain information technology benefits. Pursuant to the Agreement, immediately following the Separation Date, Mr. Northcott began providing certain consulting services to the Company, which Consulting Services will terminate no later than Dec. 31, 2022. For the Consulting Services, the Company will pay Mr. Northcott, per month, (i) a monthly retainer of $20,000 for up to 60 hours of Consulting Services and (ii) $335 per hour of Consulting Services in excess of 60 hours, subject to certain conditions as set forth in the Agreement. In addition, the Company will reimburse Mr. Northcott for reasonable out-of-pocket travel costs and other expenses approved by the Company. Also, in order to better align the compensation and benefits received by Mr. Northcott for providing Consulting Services to the Company with the compensation and benefits received by other senior vice presidents of the Company, the Agreement provides that Mr. Northcott will be treated similarly to other senior vice presidents of the Company with regard to certain travel and change of control benefits, all of which are specified in the Agreement. In accordance with the terms of the Company's equity incentive plans, all options held by Mr. Northcott that are outstanding and vested as of the Separation Date will remain exercisable during the Consulting Services Term and until June 30, 2023 thereafter, if not earlier expired or otherwise terminated. Following the Separation Date, none of the unvested equity awards held by Mr. Northcott as of the Separation Date shall continue to vest pursuant to the regular vesting schedule associated with each award. The Agreement also contains standard terms and conditions for arrangements of such type. About Nektar Therapeutics Nektar Therapeutics -- http://www.nektar.com-- is a biopharmaceutical company with a robust, wholly owned R&D pipeline of investigational medicines in oncology, immunology, and virology as well as a portfolio of approved partnered medicines. Nektar is headquartered in San Francisco, California, with additional operations in Huntsville, Alabama and Hyderabad, India. Nektar Therapeutics reported a net loss of $523.84 million for the year ended Dec. 31, 2021, a net loss of $444.44 million for the year ended Dec. 31, 2020, and a net loss of $440.67 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $1.02 billion in total assets, $416.23 million in total liabilities, and $607.89 million in total stockholders' equity. NEOVASC INC: Expands Direct Sales Operations in United Kingdom -------------------------------------------------------------- Neovasc, Inc. has expanded its direct sales operations in Europe to include the United Kingdom, effective July 1, 2022. The company has hired its first two direct employees in England and plans future growth in the sales team as the commercial requirements increase. The decision to move to a direct sales operation in the U.K. was driven by the Neovasc Reducer being granted national reimbursement in England following inclusion in the most recent High-Cost Tariff Excluded Devices (HCTED) national catalogue. Hospitals can order the Reducer and bill the cost of the device directly to NHS England. Fred Colen, Neovasc president and chief executive officer, said, "We are pleased to expand our direct presence into the United Kingdom and want to thank our partners at Healthcare 21 for their excellent foundational efforts supporting the early growth of Reducer. We are now poised to provide even deeper support with a full-time dedicated team in the U.K. and intend to continue to invest in clinical research and field personnel to support patients, physicians, and hospitals." Additionally, last year the United Kingdom's Interventional Procedures Programme at the National Institute for Health and Care Excellence ("NICE") issued guidance supporting the implantation of the Reducer in appropriate patients suffering from refractory angina. According to the guidance document, "Coronary sinus narrowing device implantation is indicated for people in whom [1] other treatment options (medical or surgical) have failed, or [2] are not possible. The aim is to reduce symptoms and to improve quality of life." Prof. Jonathan Hill, MD, Consultant Interventional Cardiologist at Royal Brompton & Harefield NHS Foundation Trust, London, U.K, an early pioneer in the development of Reducer therapy, commented, "An important next step in the widespread use of the therapy is a robust program of training and proctoring. We are looking forward to the support of Neovasc's direct operation in the UK in training new operators and centers and allowing them to offer the Reducer therapy for all their indicated patients." About Neovasc Inc. Neovasc -- www.neovasc.com -- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. The Company develops minimally invasive transcatheter mitral valve replacement technologies, and minimally invasive devices for the treatment of refractory angina. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently commercially available in the United States (2 U.S. patients have been treated under Compassionate Use) and has been commercially available in Europe since 2015, and Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada, Israel and Europe. Neovasc reported a net loss of $24.89 million for the year ended Dec. 31, 2021, following a net loss of $28.70 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $60.05 million in total assets, $16.28 million in total liabilities, and $43.77 million in total equity. Vancouver, Canada-based Grant Thornton LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 9, 2022, citing that the Company incurred a comprehensive loss of $25.2 million during the year ended Dec. 31, 2021. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern as at Dec. 31, 2021. NORTH POINTE: Liquidators Seek US Approval of $22M SGG Settlement ------------------------------------------------------------------ In the Chapter 15 cases of North Pointe Holdings (BVI) Ltd. (in Liquidation), et al., the Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida will hold a hearing on Oct. 13, 2022, at 10:30 a.m. (prevailing Eastern Time), at the C. Clyde Atkins United States Court-house, Courtroom #7, 301 N. Miami Avenue, Miami, FL 33128, to consider approval of the motion of the Joint Official Liquidators (in their capacity as Foreign Representatives) for an order: (i) approving, pursuant to Federal Rule of Bankruptcy Procedure 9019, the Liquidators' compromise and settlement with SGG Management (BVI) Limited ("SGG BVI"), SGG Management (Curaçao) N.V. ("SGG Curaçao"), Herman Oosten ("Oosten"), and certain affiliates pursuant to a settlement agreement that settles all claims the Liquidators may assert on behalf of the Note Issuers against SGG, (the "Liquidators' Claims"), and (ii) issuing a bar order barring the commencement or continuation of actions against SGG and its Related Parties that are being settled (or which relate to the claims being settled). Objections to the Motion, if any, must be filed no later than 5:00 p.m. (prevailing Eastern Time) on Sept. 23, 2022. The Liquidators seek approval of the Settlement Agreement pursuant to Bankruptcy Rule 9019. The Settlement Agreement is the culmination of a multi-year investigation into SGG's activities related to the Biscayne Capital Scheme, as well as nearly two years of discussions, negotiations, and mediation, assisted by Antonio Piazza, one of the leading mediators in the world. These efforts resulted in the Parties executing the Settlement Agreement on April 13, 2022. The Grand Court of the Cayman Islands (the "Cayman Court") sanctioned (i.e., approved) the Liquidators' entry into a settlement on the commercial terms set forth in the Settlement Agreement by an order entered on December 13, 2021 (the "Cayman Approval Order"). Approval of the Settlement Agreement will: (i) favorably resolve disputes which would otherwise take years of litigation to resolve, (ii) eliminate any risk of non-collectability a judgment against SGG, (iii) provide finality related to one facet of an international fraud scheme of extraordinary complexity, and (iv) provide creditors of the Chapter 15 Debtors -- the victims of the fraud scheme -- with certainty that the losses they may have suffered through SGG related to the Biscayne Capital Scheme will be compensated by tens of millions of dollars. The Settlement Agreement is the culmination of a good faith, arm's length, and mediated negotiation that will result in the recovery of tens of millions of dollars from a third-party service provider for the benefit of hundreds of creditors who are collectively owed, in the Liquidators' estimate, hundreds of millions of dollars from the Principals and other third-party service providers. The Settlement Agreement requires SGG to pay a total of $22.5 million. Of that amount, SGG will pay $17.5 million directly to the Liquidators within thirty days of entry of the Proposed Order and will pay an additional $5 million to be held in escrow, which amount may be used by SGG to litigate or settle other claims that have or may be brought against them related to the Biscayne Capital Scheme in contravention of the Bar Order. Any amounts remaining in the escrow will be paid to the Liquidators no earlier than the first days of 2025. A critical component of the Settlement Agreement is the entry by the U.S. Court of a settlement "Bar Order" that is properly and narrowly tailored to the reasonable needs of the Chapter 15 case. Since the collapse of the Note Issuers, certain Noteholders (defined below) have commenced actions to try to recover losses they suffered in connection with their purchase of Notes. Certain of those Noteholders –- such as the plaintiffs pursuing the Florida Lawsuits -- have commenced litigation that should be brought and resolved for the collective benefit of all Noteholders. These claims are derivative in nature and most properly brought by (and settled by) the Liquidators. These actions involve litigation against third-party service providers arising from the services those defendants provided (or did not provide) to the Note Issuers. In all instances, the damage alleged by the plaintiffs in these actions is for damage arising from the Note Issuers' inability to repay the Notes. These actions assert derivative claims that can (and should) be brought only by the Liquidators for the collective benefit of all of the Note Issuers' creditors. SGG is one of the third-party service providers that has been targeted by Noteholders. To date, two Noteholder plaintiffs groups have filed cases against SGG –- Rose Financial Limited Partnership, et al. v. South Bay Holding LLC, et al., Case No. 2018-035014-CA-01 (Fla. 11th Jud. Cir.) (the "Romay Lawsuit") and Lopez Lincuez, et al. v. Cortes, et al., Case No. 2020-004163-CA-01 (Fla. 11th Jud. Cir.) (the "Lopez Lawsuit" and together with the Romay Lawsuit, the "Florida Lawsuits"). The Florida Lawsuits allege that SGG inflicted damage upon the Note Issuers that arises from the Note Issuers' inability to repay the Notes. These claims are: (a) property of the liquidation estates of the Note Issuers that may only properly be brought by the Liquidators (with respect to alleged claims for breach of fiduciary duty asserted in the Lopez Lawsuit); or (b) derivative claims that may (and should) be brought only by the Liquidators for the collective benefit of all creditors (with respect to all other claims asserted in the Florida Lawsuits). A condition to the effectiveness of the Settlement Agreement is that the U.S. Bankruptcy Court: (a) enter the Bar Order which would bar all Noteholders (among others) from commencing or continuing "Barred Claims" against SGG; (b) bar non-settling co-defendants from pursuing claims against SGG for contribution, reimbursement, or indemnity; and (c) enjoin the continued prosecution of the Florida Lawsuits against SGG. Entry of the Bar Order is an equitable, essential, and necessary component of the Settlement Agreement. The authority to enter the Bar Order is well established under Eleventh Circuit precedent. It will aid the resolution of these complex cross-border cases and ensure that a race to the courthouse by certain Noteholders seeking to enforce claims, which should be brought and resolved through the Liquidations will not upset the general scheme of equality of distribution among similarly situated creditors that is central to bankruptcy law. The Bar Order is also an essential and necessary component of the Settlement Agreement for SGG (and its insurers), who would not pay the $22.5 million they have agreed to pay in the Settlement Agreement without it. Counsel for the Liquidators: Alston & Bird LLP Attn: William Sugden Leah Fiorenza McNeill Christopher Coleman 1201 West Peachtree Street Atlanta, Georgia 30309 Email: will.sugden@alston.com leah.mcneill@alston.com chris.colemen@alston.com About the Debtors South Bay Holdings, LLC, was an entity formed to develop real estate projects in Florida. When South Bay was originally founded, it financed its activities primarily through bank loans and "friends and family" money. In 2006 and 2007, South Bay sought to significantly expand its business, including by acquiring 29 lots and associated memberships at an exclusive resort in Key Biscayne, Florida. To finance the expansion, the owners then began to form certain special purpose vehicles to sell notes that were intended to support these development activities. The Notes were issued in multiple series through SG Strategic Income Ltd., GMS Global Market Step Up Note Ltd., and Preferred Income Collateralized Interest Ltd. Collectively, these three entities appear to have issued not less than $260 million of these Notes; however, the actual number is yet to be verified by transaction records and statements which have not yet been received. Certain other related entities were otherwise involved with the issuance of the Notes. These entities are all collectively owned either by Vanguardia Trust (BVI), a British Virgin Islands trust, or SBH Trust (BVI), also a British Virgin Islands trust. Both of the Trusts have a common set of principals: Mr. Ernesto Weisson, Mr. Roberto Cortes, Mr. R. Cortes Rueda, and Mr. J.C. Cortes Pablo. Starting no later than 2016, the U.S. Securities and Exchange Commission commenced an investigation of the Principals, Biscayne Capital International, LLC, and others concerning the issuance and marketing of the Notes. In August 2018, the companies owned by the Trusts were put into liquidation proceedings. The liquidators of North Pointe Holdings (BVI) Ltd - In Liquidation and 11 affiliates, including Biscayne Capital (BVI) - in Liquidation, and Diversified Real Estate Development Ltd., (in Official Liquidation) filed Chapter 15 cases in Miami, Florida (Bankr. S.D. Fla. Case No. 18-24659) on Nov. 26, 2018. The Florida Bankruptcy Court entered an order on Jan. 14, 2019 recognizing the Cayman Islands liquidations of Vanguardia Group Inc. (In Official Liquidation), SG Strategic Income Ltd. (In Official Liquidation), Diversified Real Estate Development Ltd. (In Official Liquidation), GMS Global Market Step Up Note Ltd. (In Official Liquidation), Preferred Income Collateralized Interest Ltd. (In Official Liquidation), Sentinel Investment Fund SPC (In Official Liquidation), and Sports Aficionados Ltd. (In Official Liquidation) (collectively, the "Cayman Island Debtors") as "foreign main proceedings". ONDAS HOLDINGS: Signs Term Sheet to Acquire Airobotics ------------------------------------------------------ Ondas Holdings Inc., through its wholly owned subsidiaries, Ondas Networks Inc. and American Robotics, Inc., has signed a term sheet to acquire through acquisition or merger AIROBOTICS Ltd., an Israeli developer of autonomous unmanned aircraft systems and automated data analysis and visualization platforms, subject to certain conditions. The addition of Airobotics is expected to help accelerate American Robotics' technical development and regulatory roadmap and expand the breath of applications, use cases and vertical markets AR targets. "Airobotics' Optimus System is a sophisticated automated drone platform designed for high- value use cases in industrial, homeland security and smart city services markets," said Eric Brock, Chairman and CEO of Ondas. "The proposed acquisition of Airobotics will provide strategic technology, regulatory, and business capabilities to both American Robotics and Ondas Networks, opening new geographies and end markets and further strengthening our ability to deliver complete end-to-end solutions for customers on a global scale. This opportunity demonstrates the leadership role Ondas Networks and American Robotics currently have in defining next-generation, mission-critical industrial data solutions and signals a new growth phase for the commercial drone sector." "We look forward to joining the Ondas family and the American Robotics team," said Meir Kliner, CEO and co-founder of Airobotics. "Ondas Networks has demonstrated market leadership in the development of their wireless and automated industrial technology platforms, and American Robotics has pioneered fully automated drone operation through its precedent-setting FAA beyond visual line of sight ("BVLOS") approvals. This combination will offer Airobotics the opportunity to expand globally, especially in the United States, which we believe is the largest market for our Optimus System. The technologies and talented people at Ondas Networks and AR will strengthen our systems and services, improving our ability to participate in the scaling of the commercial drone economy." Strategic Rationale for Combination American Robotics, via the Scout System, and Airobotics, via the Optimus System, are both recognized as leading developers of automated drone platforms in their respective markets. The combination of the two companies will bring together leading engineering and aviation talent, regulatory leadership, and world-class technology platforms, providing a unique opportunity to offer a broader scope of solutions and services for customers in accelerated timelines. Further, the Company expects the combined company will be a true global provider of automated drone solutions to a broader range of markets and applications, allowing multi-national customers and governments to focus their UAS programs with the leading solutions provider. The Company expects to realize the following benefits through the proposed acquisition or merger of Airobotics: Extended IP & Technology Leadership: The number and types of markets, users, and use cases for autonomous DIB technology is vast. The combination of Airobotics and American Robotics will bring together best-in-class elements of the commercial DIB ecosystem, offering the opportunity for accelerated product offerings to a broader set of end markets and applications. Significant opportunities exist to share advanced technology and intellectual property (IP) between American Robotics and Airobotics. Critical system elements including payloads, detect-and-avoid (DAA) technology, reliability and safety systems, and data analytics can be optimized in the companies' current and next-generation drone platforms. Global Marketing and Service Platform: The opportunity for autonomous DIB is global, with AR estimating over 10 million asset sites around the world having need for this technology in order to drive the next era of industrial digital transformation. The proposed acquisition or merger will provide a U.S.-based marketing and field services platform to drive adoption of the Airobotics Optimus System in commercial, security and defense markets. Similarly, the combined company will have a greater opportunity to bring American Robotics' Scout System into international markets, offering Ondas the ability to better serve large, multi-national customers across the world with a wider variety of solutions and services. Regulatory Scale: Regulatory authorization is central to the ability to commercialize and scale DIB technology. American Robotics and Airobotics have demonstrated expertise and leadership in UAS regulatory affairs. Both companies were participants in the recent FAA-sponsored Aviation Rulemaking Committee on the operation of unmanned aircraft BVLOS (known as the BVLOS ARC). American Robotics has developed and integrated best-in-class safety technologies and systems, resulting in its historic FAA approvals to operate BVLOS with no humans on-site. The integration of AR's safety systems with the Airobotics Optimus System will offer the potential for extended FAA approvals for BVLOS flight operations. Additionally, Airobotics is in the final stages of Type Certification with the FAA for its Optimus System, which will offer significant time and cost advantages as the combined company pursues Type Certification of future UAS platforms, including the Scout System. Expanded Wireless Opportunity: With increased data collection comes the need for improved wireless connectivity. Ondas Networks' software-defined wireless connectivity platform will see a broader opportunity for product development in UAS applications including command and control UAS navigation. Further, a presence in Israel offers the opportunity to expand existing relationships with Israeli aviation and defense vendors and the broader international MC-IoT vendor ecosystem. Financial: The combined company is expected to benefit from synergies, including cost-related efficiencies resulting from integrated engineering and product development programs, the benefits of shared sales and marketing resources and the elimination of certain duplicative costs related to legal, board and other public company costs. Transaction Details Each issued and outstanding share of Airobotics is expected to be converted into, and exchanged for, 0.16806 shares of Ondas common stock. The proposed acquisition or merger is subject to the satisfaction of numerous conditions, including the preparation, negotiation and execution of a definitive agreement, the receipt of any required board and shareholder approvals in respect to the proposed acquisition or merger, the satisfactory completion by Ondas of its due diligence review, and the receipt of all material third party consents. The parties have agreed to an exclusivity period until the earlier of August 4, 2022 or the execution of a definitive agreement. The parties intend to complete the proposed acquisition or merger in the second half of 2022. We can provide no assurance that a definitive agreement will be entered into or that the proposed acquisition or merger will be completed as proposed or at all. B. Riley Securities, Inc., a leading full service investment bank and wholly-owned subsidiary of B. Riley Financial, Inc. (NASDAQ: RILY), is serving as exclusive financial advisor to Ondas in connection with the proposed acquisition or merger of Airobotics. About Ondas Holdings Inc. Ondas Holdings Inc., is a provider of private wireless data and drone solutions through its wholly owned subsidiaries Ondas Networks Inc. and American Robotics, Inc. Ondas Networks is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets. Ondas Networks' standards-based (802.16s), multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today's legacy private licensed wireless networks. Ondas Networks' customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications. American Robotics designs, develops, and markets industrial drone solutions for rugged, real-world environments. AR's Scout System is a highly automated, AI-powered drone system capable of continuous, remote operation and is marketed as a "drone-in-a-box" turnkey data solution service under a Robot-as-a-Service (RAAS) business model. The Scout System is the first drone system approved by the FAA for automated operation beyond-visual-line-of-sight (BVLOS) without a human operator on-site. Ondas Networks and American Robotics together provide users in rail, agriculture, utilities and critical infrastructure markets with improved connectivity and data collection capabilities. Ondas Holdings reported a net loss of $15.02 million for the year ended Dec. 31, 2021, a net loss of $13.48 million for the year ended Dec. 31, 2020, a net loss of $19.39 million for the year ended Dec. 31, 2019, and a net loss of $12.10 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $111.97 million in total assets, $8.42 million in total liabilities, and $103.55 million in total stockholders' equity. PARK WEST: Housing Complex to Default on Debt Payment ----------------------------------------------------- Amanda Albright of Bloomberg News reports that Park West, a 3,400-bed student housing complex near the Texas A&M University campus with a resort-style rooftop pool, will default on its July debt payment, according to Moody's Investors Service. The ratings company downgraded the bonds deeper into junk on Wednesday, saying that the new rating of Caa2 reflects the project's impending default on July 1. The bonds are rated eight steps below investment-grade. The complex in College Station, Texas, which provides an off-campus housing option for students, struggled financially even before the pandemic emptied dorms. Occupancy was hurt by parents and students balking at the higher rents. About Park West Circle Park West Circle is a student housing complex near Texas A&M University campus. Park West Circle sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-12965) on June 2, 2010. In the petition filed by Dr. William Louie, managing member, the Debtor reports estimated assets between $1,000,001 and $10,000,000 and estimated liabilities between $1,000,001 and $10,000,000. The case is assigned to Honorable Bankruptcy Judge Arthur J. Gonzalez. Debtor's Counsel: Erica R. Feynman, Esq. E-mail: efeynman@rattetlaw.com Jonathan S. Pasternak, Esq. E-mail: jsp@rattetlaw.com Rattet, Pasternak & Gordon-Oliver, LLP 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 PARKERVISION INC: Signs Deal to Sell $350K Convertible Notes ------------------------------------------------------------ ParkerVision, Inc. entered into a securities purchase agreement with accredited investors which provides for the sale of unsecured convertible promissory notes with an aggregate face value of $350,000. The Notes are convertible at any time and from time to time by the Holders into shares of Common Stock at a fixed conversion price of $0.13 per share. Any unconverted, outstanding principal amount of the Notes is payable on June 30, 2027, unless otherwise extended. The proceeds from the sale of the Notes will be used to fund the Company's operations. Interest accrues at a rate of 8% per annum on the Notes, and is payable quarterly either in cash, shares of Common Stock, or a combination thereof at the Company's option, subject to certain equity conditions, on the 15th of April, July, October, and January of each year during the five year term of the Note commencing with the first Interest Payment Date following effective date of registration of the underlying shares. The Notes provide for events of default that include (i) failure to pay principal or interest when due, (ii) any breach of any of the representations, warranties, covenants or agreements made by the Company in the Purchase Agreement, (iii) events of liquidation or bankruptcy, and (iii) a change in control. In the event of default, the interest rate increases to 12% per annum and the outstanding principal balance of the Notes plus all accrued interest due may be declared immediately payable by the holders of a majority of the outstanding principal balance of the Notes. The Company also entered into a registration rights agreement with the Holders pursuant to which the Company will register the shares of Common Stock underlying the Notes. The Company has committed to file the registration statement by Aug. 11, 2022 and to cause the registration statement to become effective by the 120th calendar day following the issuance date. The Convertible Notes Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events including failure by the Company to file the registration statement or cause it to become effective by the deadlines set forth above. The amount of the liquidated damages is 1.0% of the aggregate subscription amount paid by the Holders for the Notes upon the occurrence of the event, and monthly thereafter, up to a maximum of 6%. The Notes were offered and sold solely to accredited investors on a private placement basis under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. About Parkervision Headquartered in Jacksonville, Florida, ParkerVision, Inc. (http://www.parkervision.com)has designed and developed proprietary radio-frequency (RF) technologies that enable advanced wireless solutions for current and next generation wireless communication products. ParkerVision is engaged in a number of patent enforcement actions in the U.S. to protect patented rights that it believes are broadly infringed by others. Parkervision reported a net loss of $12.33 million for the year ended Dec. 31, 2021, a net loss of $19.58 million for the year ended Dec. 31, 2020, and a net loss of $9.45 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $2.41 million in total assets, $45.96 million in total liabilities, and a total shareholders' deficit of $43.55 million. Fort Lauderdale, Florida-based MSL, P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. PARRISH26 LLC: Court Orders Appointment of Patient Care Ombudsman ----------------------------------------------------------------- Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia entered an order directing the United States Trustee to appoint an ombudsman to monitor the quality of patient care and to represent the interests of the patients of Parrish26, LLC. The United States trustee or a party-in-interest has 21 days from the entry of the Court's order to file a motion for a determination that the appointment of an ombudsman is not necessary in this case. Moreover, if the United States trustee or a party-in-interest files a motion to determine that the appointment of an ombudsman is not necessary, the appointment shall be held in abeyance until the Court has heard and determined the motion. If no motion is timely filed, the United States trustee shall appoint an ombudsman. A copy of the order is available for free at https://bit.ly/3NDsb3z from PacerMonitor.com. Leesburg, Ga.-based Parrish26, LLC filed for Chapter 11 bankruptcy (Bankr. M.D. Ga. Case No. 22-10446) on June 29, 2022, listing under $50,000 in assets and $100,001 to $500,000 in liabilities. The Company is in the healthcare business. The Debtor is represented by: Christopher W. Terry, Esq. Boyer Terry LLC Tel: 478-742-6481 E-mail: chris@boyerterry.com POST OAK TX: Exclusivity Period Extended to July 15 --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida extended the exclusivity period for Post Oak TX, LLC to file a Chapter 11 plan to July 15, giving the company more time to execute and seek court approval of its settlement agreement with Rialto Capital Advisors, LLC. The Court also extended the deadline for the company to solicit acceptances for the plan to Sept. 13. Post Oak TX has already reached an agreement with Rialto, the company's primary lender, that will resolve their issues and put the company in a position to file a consensual plan. Rialto asserts a $99.7 million claim secured by substantially all of Post Oak TX's assets. About Post Oak TX Post Oak TX, LLC is a West Palm Beach, Fla.-based company operating in the traveler accommodation industry. Post Oak TX sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-18563) on Aug. 31, 2021, listing as much as $100 million in both assets and liabilities. E. Llywd Ecclestone, Jr., president, signed the petition. Judge Erik P. Kimball oversees the case. Andrew Zaron, Esq., at Leon Cosgrove, LLP and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, LLP are the Debtor's bankruptcy attorneys. KapilaMukamal, LLP serves as the Debtor's financial advisor. PRECIPIO INC: Two Proposals Passed at Annual Meeting ---------------------------------------------------- Precipio, Inc. convened its Annual Meeting of stockholders on July 5, 2022, at which the stockholders: (1) elected Ilan Danieli and David Cohen as Class I directors for terms to expire in 2025; and (2) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2022. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents and services. Precipio reported a net loss of $8.52 million for the year ended Dec. 31, 2021, compared to a net loss of $10.60 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $27.97 million in total assets, $5.72 million in total liabilities, and $22.25 million in total stockholders' equity. Hartford, CT-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 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. PRECISION AUTOMOTIVE: Car Dealership Files Subchapter V Case ------------------------------------------------------------ Precision Automotive LLC filed for chapter 11 protection in the Middle District of Tennessee. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor is a car dealership buying and selling new units through a floor plan. The Debtor has filed motions for contempt for violation of the automatic stay against Regions Bank and State Financial. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 29, 2022, at 9:00 a.m. The meeting will be held telephonically. Please call 877-934-2472 and enter code 8613356# to attend. The deadline to file proofs of claim is Aug. 30, 2022. According to court filings, Precision Automotive estimates between 1 and 49 unsecured creditors. The petition states funds will not be available to unsecured creditors. About Precision Automotive Precision Automotive LLC is one of the leading auto repair shops serving customers in Springfield and surrounding areas. Precision Automotive LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 22-02067) on July 1, 2022. In the petition filed by Renicia Williams, as chief manager, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $500,000 and $1 million. Glen Coy Watson has been appointed as Subchapter V trustee. Steven L. Lefkovitz, of LEFKOVITZ & LEFKOVITZ, is the Debtor's counsel. PRECISION AUTOMOTIVE: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------------- Precision Automotive LLC asks the U.S. Bankruptcy Court for the Middle District of Tennessee for authority to use cash collateral and provide adequate protection until a final hearing on the matter is conducted. The Debtor seeks immediate access to cash on hand and proceeds for ordinary and necessary operating expenses. The Debtor asserts its request must be considered on an expedited basis as it has to pay the daily operating expenses of the business. The Debtor believes its operations and reorganization efforts will suffer immediate and irreparable harm if its not allowed cash access. Automobile Finance Corporation, Floor Plan Express LLC, Kinetic Advantage LLC, Nextgear Capital, Inc., SDS, and the Small Business Administration asserts a security interest and lien in cash collateral of the Debtor. The Debtor is not aware of any other creditor claiming an interest in the cash collateral, and more specifically the Debtor's accounts receivables. A copy of the motion is available at https://bit.ly/3AyCuTF from PacerMonitor.com. About Precision Automotive LLC Precision Automotive LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 22-02067) on July 1, 2022. In the petition signed by Renicia Williams, chief manager, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz is the Debtor's counsel. PUNYAKAM PLLC: UST Appoints Susan N. Goodman as PCO --------------------------------------------------- Ilene J. Lashinsky, the United States Trustee for Region 14, appointed Susan N. Goodman as Patient Care Ombudsman for Punyakam, PLLC. The appointment was made pursuant to Section 333 of the Bankruptcy Code and the order from the U.S. Bankruptcy Court for the District for Arizona approving the United States Trustee's emergency motion to appoint Patient Care Ombudsman. To the best of her knowledge, Ms. Goodman has no connections with the Debtor, creditors, any other parties-in-interest, their respective attorneys and accountants, the United States Trustee, and persons employed in the Office of the United States Trustee, except as set forth in the verified statement. A copy of the notice is available for free at https://bit.ly/3uxwqXH from PacerMonitor.com. The Ombudsman may be reached at: Susan N. Goodman, RN, JD Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Telephone: 520-744-7061 Email: sgoodman@pivothealthaz.com About Punyakam PLLC Punyakam, PLLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-03615) on June 6, 2022, listing under $500,000 in assets and under $1 million in liabilities. Punya R. Gammage, its member, signed the petition. D. Lamar Hawkins, Esq., at Guidant Law, PLC is the Debtor's counsel. PWM PROPERTY: SL Green Likely to Be Lead Bidder ----------------------------------------------- Becky Yerak of The Wall Street Journal reports that PWM Property Management LLC, the bankrupt owner of 245 Park Ave. in Manhattan, is trying to finalize an agreement in which former business partner SL Green Realty Corp. would serve as lead bidder in the skyscraper's chapter 11 sale process. Terms weren't disclosed during the update provided Thursday, June 30, 2022, in the U.S. Bankruptcy Court in Wilmington, Del. But earlier this 2022 Chinese conglomerate HNA Group Co., which is a backer of PWM Property Management, was told in an arbitration proceeding that it must pay SL Green roughly $185 million in a dispute over the real estate. Besides managing the building, SL Green also invested $148 million in the property. 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. RED VENTURES: S&P Upgrades ICR to 'BB-' on Debt Reduction --------------------------------------------------------- S&P Global Ratings raised its rating on Red Ventures Holdco L.P. to 'BB-' from 'B+'. At the same time, S&P raised its rating on the first-lien secured debt to 'BB-' from 'B+'. The stable outlook reflects S&P's base case that Red Ventures will maintain leverage of 2.5x-3x over the next 12 months given recent debt reduction. S&P expects leverage will remain below 4x even if macroeconomic conditions continue to weaken. Red Ventures has combined its Healthline and HealthGrades businesses into a 50/50 joint venture with UnitedHealth Group Optum to form Red Ventures Optum Health. Red Ventures received gross proceeds of $2 billion from the transaction and used $1.3 billion for debt repayment. S&P said, "We expect Red Ventures' pro forma S&P Global Ratings-adjusted net leverage will decline to 2.5x-3x due to substantial debt repayment. After repaying $1.3 billion in debt using asset sale proceeds, Red Ventures' leverage will be below 3x for the first time since 2016, representing a substantial change in the company's leverage profile. Leverage was 5.8x at the end of 2021 due to debt-financed acquisitions, and acquisition spending has totaled $2.5 billion over the last three years, most of it debt funded. Given Red Ventures' acquisitive history and limited track record of operating with leverage below 3x, we believe it could engage in further debt-financed acquisitions, pushing leverage beyond our projected range into the 3x-4x area. Despite the potential for temporary spikes, we would not expect management's financial policy to sustain leverage at or above our 4x downgrade threshold long term with no clear path to deleveraging. We also believe debt reduction and lower leverage reduces the risks associated with refinancing its $460 million outstanding revolving credit facility before it matures in November 2023 and its $1.2 billion outstanding term loan in November 2024. "Red Ventures' advertising revenue is exposed to economic cyclicality. We view the pending risk of a recession and t he pronounced impact it could have on performance as a key risk to the rating. Red Ventures performs the strongest during favorable economic conditions and growth given its revenue depends on corporate advertising and marketing expenditures and consumer discretionary spending. S&P Global Ratings economists believe the risk of recession has increased significantly over the past six months as inflation remains above expectations and the U.S. Federal Reserve has become more aggressive with its interest rate policy. In a recession, Red Ventures' revenue and EBITDA generation would likely be substantially weaker than our forecast. Its S&P Global Ratings-adjusted EBITDA fell 16% in 2020 given reduced GDP growth and consumer discretionary spending. If interest rates continue to rise, the company's largest business segment, financial services (25% of revenue) will continue to face pressure from reduced mortgage refinancing that is already dragging the segment's earnings. "We believe Red Ventures could cuts costs in a recession to preserve margins, given the largely variable nature of its customer acquisition, marketing, and content creation spending. We believe Red Ventures' leverage likely would spike in a recession but expect it will remain below our 4x leverage threshold associated with the 'BB-' rating." The company has strong cash flow and above-average EBITDA margins compared to other digital marketing peers. Red Ventures benefits from the ongoing shift to digital customer acquisition from offline acquisition. As more customers make purchase decisions online, the company has a larger pool of potential activations. Red Ventures generates about two-thirds of its revenue from its owned and operated websites across multiple industry verticals unrelated to a specific vendor. Although S&P notes the company's industry diversification is not as strong following the spin-off of its health business, which was about 20%-25% of revenue and EBITDA. These websites are not brand-specific and can provide greater pricing and a better competitive advantage for Red Ventures than its client-branded websites. The undecided shopper is more valuable to the marketplace and demands a premium for customer conversion. Red Ventures' pay-for-performance business model exposes it to earnings volatility. This revenue model typically attracts and delivers leads and customers to clients with the expectation that delivered customers convert to sales. It exposes Red Ventures to earnings volatility from competition, increasing costs of traffic acquisition onto its platform, and the quality of leads it delivers to clients, which can affect pricing. In addition, its customer relationships are not exclusive, and clients could reallocate marketing dollars to competitors that offer a compelling alternative. Constant investment in new content to attract and retain users as well as navigating ongoing changes in data privacy is critical for competitiveness. The stable outlook reflects S&P's base case that Red Ventures will maintain leverage of 2.5x-3x over the next 12 months given recent debt reduction and that it expects leverage would remain below 4x even if macroeconomic conditions continued to weaken. S&P could downgrade Red Ventures if it expects leverage to increase and remain above 4x over the next 12 months. This could occur through a combination of: -- A severe and prolonged recession that sharply reduces advertising and transaction revenue and the company cannot reduce costs to mitigate the impact; and -- The company engages in large debt-financed acquisitions and adopts a more aggressive financial policy. S&P could raise its rating on Red Ventures over the next 12 months if: -- S&P expects leverage to remain below 3x; -- The company establishes and demonstrates a commitment to a more conservative financial policy; and -- The risk of recession declines, and S&P expects sustainable growth in advertising and transaction revenue. ESG Credit Indicators: E-2, S-2, G-2 SAN ANTONIO SYMPHONY: Owes $10 Mil. to Musicians' Pension Fund -------------------------------------------------------------- Deborah Martin and Jim Kiest of San Antonio Express News report that the Symphony Society of San Antonio, the nonprofit board that ran the now-defunct San Antonio Symphony, owes more than $10 million to the pension fund for its musicians. That is by far the largest liability listed in a statement of financial affairs filed Thursday, June 30, 2022, evening in bankruptcy court. According to the filing, the symphony has about $721,000 in assets, mostly from an employee retention tax credit, and about $10.9 million in liabilities. The board announced June 16 that it had initiated Chapter 7 bankruptcy proceedings. The 83-year-old orchestra was shut down for good in the wake of a strike that scuttled its 2021-22 season. The end followed decades of financial turmoil. According to the filing, the symphony owes a little more than $10 million to the pension fund of the musicians’ union, the American Federation of Musicians. The claim is marked on the filing as both contingent and disputed, which means it will be up to a bankruptcy court to determine what happens with it, said Danielle Rushing, one of the bankruptcy attorneys representing the Symphony Society. "The court would need to decide if the debtor owed the liability and, if so, what amount the debtor would be responsible for," Rushing said. "And so we listed it as contingent and disputed because the symphony disputes the amount and the nature of any potential liability." Zachary N. Leeds, the attorney for the pension fund, said he couldn't say whether it was unusual for a pension obligation to be disputed in a bankruptcy case. He said that when employers stop contributing to a multi-employer pension plan, they generally have to pay a withdrawal liability. He said the San Antonio Symphony musicians' pensions would not be directly affected by the bankruptcy, though it will have an impact on the fund as a whole. "When an employer withdraws without paying amounts owed to the plan, including withdrawal liability, this can be harmful to the pension fund overall, particularly one like the American Federation of Musicians and Employers' Pension Fund, which is facing financial hardship," he said. "For that reason, the pension fund will take all appropriate steps to seek payment of the liability." The obligation to the pension had been cited as the reason that a plan for Symphonic Music for San Antonio to take over management of the symphony fell apart in 2017. The group -- formed by major symphony donors the Tobin Endowment, H-E-B and the Kronkosky Charitable Foundation -- was on the verge of taking the reins when it announced that it had discovered the symphony's pension was underfunded by millions of dollars. The group then backed out. After the pension, the next-largest claim on the filing is a roughly $150,000 loan repayment to the U.S. Small Business Administration. That loan was secured by collateral that, according to the filing, now has no value. The filing states that the symphony received loans totaling about $1.9 million in 2020 and 2021 under the SBA's Paycheck Protection Program established by the Coronavirus Aid, Relief and Economic Security Act, which was passed by Congress in 2020 to provide economic relief during the pandemic. Those loans were forgiven. About $478,000 from an employee retention tax credit from 2021 represents a majority of the symphony's assets. According to the IRS, the refundable tax credit, also established by the CARES Act, was intended to "encourage businesses to keep employees on their payroll." The symphony has about $60,000 in two Frost Bank checking accounts. It has no accounts receivable, meaning no one owes the symphony money. The filing also states that the symphony owns instruments and instrument cases worth about $165,000. Among those assets are a Salvi Minerva harp valued at $25,000 and a Heckel contrabassoon valued at $18,000. It also has a music library. No value is given for that. The filing indicates that the symphony's gross revenue dropped from about $5.5 million in the fiscal year ending Aug. 31, 2020, to about $2.9 million this 2022. The pension fund is one of 797 unsecured creditors listed, most of which are individuals. Secured creditors received or stand to receive collateral if a loan goes into default. Unsecured creditors, such as season ticket holders, won't. Beyond the pension fund, the largest amounts owed to unsecured creditors include $37,36.34 to ASCAP, which licenses performance rights for musical material; and $25,000 to William Morris Entertainment, which represents musicians and other artists. Among those at the other end of the scale is writer Carmen Tafolla, who is owed $200. She said this was for a series of performances in schools titled "A Midsummer Night's Sueño," a bilingual take on Shakespeare's romantic comedy. Tafolla said she narrated performances and helped regionalize the Spanish terms in the piece. She’s not particularly concerned about the debt. "I think we've got bigger fish to fry and bigger problems to solve, including finding a better way to support the arts," she said. About Symphony Society of San Antonio Symphony Society of San Antonio is an orchestra in San Antonio, Texas that aims to delight, inspire, and engage its entire community through excellent performance, education, and outreach. Symphony Society Of San Antonio previously filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 5:03-bk-53720) on July 3, 2003. Following bankruptcy in the summer of 2003, the following season was canceled before the revived symphony returned for a 26-week season in 2004. But years of financial struggles followed, with regular deficits resulting in a nearly canceled 2018 season. The Symphony Society of San Antonio board of directors announced mid-June 2022, that it had reached a unanimous decision to dissolve the orchestra and file for Chapter 7 bankruptcy. In its announcement, the board cited the withdrawal from negotiations of the musicians' union, American Federation of Musicians (AFM) Local 23, in April, and musicians' demands for "a budget that is millions of dollars in excess of what the Symphony can afford." SINTX TECHNOLOGIES: Acquires Technology Assessment and Transfer --------------------------------------------------------------- SINTX Technologies, Inc. has acquired Technology Assessment and Transfer, Inc., significantly increasing SINTX's capabilities in the aerospace, defense, and biomedical markets. The Purchase Agreement sets forth approximately $760,000 in loan obligations that the Company agreed to assume in connection with the purchase and further provides for potential earnout payments to the sellers on the achievement of certain pre-determined gross revenue targets by TA&T for calendar years 2022 and 2023. "We are excited to acquire TA&T and take another step towards diversifying and strengthening SINTX," said Dr. Sonny Bal, president and CEO of SINTX. "TA&T will expand our use of advanced manufacturing technologies and introduce new ceramic material platforms to the SINTX portfolio. We expect the acquisition to bring immediate revenue to SINTX via TA&T's well-established relationships with commercial partners and the U.S. government." TA&T, based in Maryland, is a nearly 40-year-old advanced ceramics business that specializes in developing and commercializing a broad array of innovative materials for defense, biomedical, and industrial applications. The company's technologies and products include 3D printing of ceramic medical devices and heat exchangers, chemical vapor infiltration and deposition of complex fiber-reinforced ceramic-matrix composites, and hot pressing of transparent armor and other technical ceramics. TA&T has a long track record of successfully winning research contracts and grants from the U.S. government and commercializing its innovative technologies. As an example of TA&T's innovation, ceramic heater bodies developed, designed, and manufactured by TA&T are a part of the Sample Analysis on Mars (SAM) instrument suite on board the Curiosity Rover (https://mars.nasa.gov/msl/home/). These oven heater bodies were manufactured by TA&T using Ceramic Stereolithography, a form of 3D printing and additive manufacturing, and can withstand the extreme temperatures of more than 1,500°F that are required to heat soil samples on Mars in hopes of detecting signs of life. TA&T was selected by NASA to make these parts because of the prohibitive cost of traditional manufacturing techniques. "Technology Assessment and Transfer is excited about the opportunity that the SINTX acquisition provides for product growth in commercial, aerospace, and medical applications," said Dr. Larry Fehrenbacher, co-founder and president of TA&T. "The blend of federally-funded innovative technologies and SINTX's business acumen is a compelling synergistic formula for future success." Dr. Mark Patterson, who worked with TA&T previously, and is currently Principal Scientist at Kratos SRE, commented that "In my view, the acquisition of TA&T by SINTX represents a significant opportunity to leverage complementary cultures and capabilities in the areas of advanced ceramics and innovation. TA&T has a long history of developing unique processes and ceramic materials for space, defense and commercial markets, and the company was an early developer of additively manufactured ceramic components for new ceramic markets. SINTX has complementary capabilities in biomedical devices and ceramic armor, with access to capital markets and organizational skills that will greatly help to mature and transition these technologies. I am excited to see what will come from this promising synergy, and hope that we will get to experience more ceramic products transitioned to end users." Ascendiant Capital Markets LLC served as the sole M&A Advisor on the transaction. About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies -- https://ir.sintx.com -- is an OEM ceramics company that develops and commercializes silicon nitride for medical and non-medical applications. The core strength of SINTX Technologies is the manufacturing, research, and development of silicon nitride ceramics for external partners. The Company presently manufactures advanced ceramics powders and components in its FDA registered, ISO 13485:2016 certified, and ASD9100D certified manufacturing facility. SINTX reported a net loss of $8.78 million for the year ended Dec. 31, 2021, a net loss of $7.03 million for the year ended Dec. 31, 2020, and a net loss of $4.79 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $18.88 million in total assets, $4.43 million in total liabilities, and $14.45 million in total stockholders' equity. STIMWAVE TECHNOLOGIES: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 on July 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Stimwave Technologies Inc. and Stimwave, LLC. The committee members are: 1. EM Medical, LLC Attention: Michael Reid 6591 Devonhurst Dr. St. Louis, MO 63129 Phone: (314) 517-5223 2. TAMM Net, Inc. Attention: Arthur Spalding 3101 Cobb Pwky SE, Suite 124 Atlanta, GA 30339 Phone: (678) 882-7506 3. David Kloth, MD Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Stimwave Technologies Stimwave Technologies, Incorporated and Stimwave, LLC manufacture, distribute, and provide ongoing support for implantable, minimally invasive neurostimulators, which are used as a treatment for chronic intractable pain. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10541) on June 15, 2022. In the petition signed by Aure Bruneau, as manager, the Debtors disclosed up to $100 million in assets and up to $50 million in liabilities. Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and Crutcher, LLP serve as the Debtors' counsel. The Debtors also tapped Honigman LLP and Jones Day as special counsel; Riverson RTS, LLC as financial advisor; GLC Advisors and Co., LLC and GLCA Securities, LLC as investment bankers; and Kroll Restructuring Administration as notice, claims, solicitation and balloting agent and administrative advisor. STORCENTRIC INC: Wins Continued Cash Access Thru July 13 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Jose Division, entered a second interim order authorizing StorCentric, Inc. and its debtor-affiliates to, among other things, obtain postpetition financing and continue using cash collateral on an interim basis. At the hearing on July 5, the Debtors and Serene Investment Management, LLC, the DIP Lender, requested entry of the Second Amended Interim DIP Order to address a matter created by entry of the Amended Interim DIP Order. Specifically, the Interim Order provided that: "The terms of this Interim Order were negotiated in good faith and at arm's length by and among the Debtors and the DIP Lender. The DIP Lender shall be entitled to the full protections of section 364(e) of the Bankruptcy Code." The Amended Interim DIP Order eliminated this provision. A predicate to the DIP Lender advancing funding under the DIP Facility is, among other things, (i) a finding of good faith; and (ii) the provision of the full protections of 11 U.S.C. section 364(e). The DIP Lender has extended $1.5 million of funding to the Debtors in reliance on the Interim Order prior to entry of the Amended Interim DIP Order. The Second Amended Interim DIP Order now provides that: "The terms and conditions of the DIP Agreement and this Order have been negotiated in good faith and at arms' length by and among the Debtors, the Prepetition Secured Parties and the DIP Lender, with all parties being represented by counsel. Any credit extended under the terms of this Order shall be deemed to have been extended in good faith by the DIP Lender, as that term is used in section 364(e) of the Bankruptcy Code." The DIP Lender will be entitled to the full protections of section 364(e) of the Bankruptcy Code for any funding advanced to the Debtors. Except as modified by Second Amended Interim DIP Order, the Amended Interim DIP Order remains in full force and effect. The Court's authorization to use cash collateral under the Amended Interim DIP Order is extended through and including the Final Hearing, for uses and in the amounts set forth in the Approved Budget. The final hearing is scheduled for July 13, 2022 at 8:30 a.m. A copy of the order is available at https://bit.ly/3bTqa6m from PacerMonitor.com. About StorCentric, Inc. StorCentric, Inc. develops software and security systems to mitigate cybersecurity threats to ensure data is not compromised. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-50515) on June 20, 2022. In the petition filed by John Coughlan, CFO, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Elaine Hammond oversees the case. John W. Mills, III, Esq., at Jones Walker LLP is the Debtor's counsel. SUGARHOUSE HSP: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its ratings on Philadelphia-based gaming operator Sugarhouse HSP Gaming Prop. Mezz. L.P., including its issuer credit rating, to 'B' from 'B-'. The outlook is stable. S&P said, "The stable outlook reflects our forecast that Sugarhouse will be able to maintain adjusted leverage in the mid-5x area and interest coverage around 3x. This provides some cushion to our downgrade thresholds to accommodate potential volatility in operating performance because of competition and rising macroeconomic headwinds. "We believe Sugarhouse's EBITDA generation will support leverage below 6x and coverage above 2x. This is because the company has absorbed most of the impact of new competition that opened last year. Although we forecast a continued modest negative impact to Sugarhouse from the new participant amid a highly competitive environment in online sports betting and online gaming and growing macroeconomic headwinds, we believe Sugarhouse will maintain adjusted leverage in the low- to mid-5x area and interest coverage around 3x. Adjusted debt leverage improved to 4.7x in the latest 12-month period ended March 31, 2022. Despite stricter pandemic-related restrictions in city limits compared to casinos in the suburbs surrounding Philadelphia earlier this year, Sugarhouse has exceeded our expectations for operating performance in recent quarters. "The Live! Casino and Hotel Philadelphia, located about seven miles to the south of Sugarhouse's Rivers Philadelphia casino opened in January 2021. Although we anticipate Live! will continue to market to the same customers as Rivers Philadelphia and Rivers may lose some incremental customers over the next year, we do not expect any further significant shift in gross gaming revenue market share in the city. Prior to the opening of Live! Philadelphia, Rivers Philadelphia was the only casino operating within the city. Although Rivers' revenue was negatively affected by COVID-19 and associated operating restrictions throughout 2021 and into early 2022, new competition accounts for most of its gaming revenue decline. Rivers' gross gaming revenue year to date through May 2022 is down by roughly one-third. Nevertheless, Rivers has retained about a 50% market share of slot and table game revenue between the two casinos, which represents a premium to its fair share as Rivers only has about 43% of slot and table game positions in the market. S&P said, "We believe this is due in part to having an established database of players it can market to. Rivers' slot revenue per machine per day is about 30% higher than Live!'s and its win per table per day is about 18% higher than Live!, demonstrating that Rivers has been successful in retaining its customers. Still, we expect some more incremental erosion into Rivers' market share through the remainder of the year as we expect Live! Philadelphia to more aggressively market since COVID-19 restrictions in Philadelphia ended in April." S&P said, "We believe online sports betting and online gaming will continue to contribute moderately to EBITDA, but the market in Pennsylvania will remain highly competitive. This is because online sports betting and online gaming operators such as BetMGM, Barstool (owned by Penn National Gaming Inc.), and Caesars Entertainment Inc. entered the Pennsylvania market in mid-to-late 2020 and we expect these competitors to remain aggressive in marketing to the same customers as Sugarhouse. These competitors have significant resources to spend on marketing and customer acquisition. We do not expect Sugarhouse to significantly step up marketing expenditures from current levels to aggressively grow its online gaming and online sports business. Therefore, we expect that online revenue and EBITDA over the next few quarters will remain relatively stable. For the last several quarters, online sports betting and gaming represented about 30%-35% of EBITDA, which has helped offset declines in the brick-and-mortar casino business from the opening of new competition last year. "The stable outlook reflects our view that Sugarhouse will be able to maintain adjusted leverage in the mid-5x area and interest coverage around 3x. This provides some cushion to our 6x leverage downgrade threshold and 2x coverage downgrade threshold to accommodate potential volatility in operating performance because of competition and rising macroeconomic headwinds beyond what is already incorporated in our base-case forecast. "We could lower the rating if we no longer expect Sugarhouse will sustain adjusted leverage under 6x and EBITDA interest coverage over 2x. This would likely be the result of a combination of factors, including a more material impact from competition than we currently expect, macroeconomic headwinds affecting the regional gaming consumer, or lower visits due to rising crime or safety concerns in the downtown Philadelphia area. "An upgrade is unlikely over the next year because of continued expected revenue loss to new local competition and our economists' qualitative assessment of recession risk over the next 12 months of 40% (within a wider range of 35%-45%). Nevertheless, we could raise the rating if Sugarhouse demonstrates a track record of maintaining adjusted leverage below 4x we believed the competitive risk and macroeconomic risks were minimal." TD HOLDINGS: Katie Ou Acquires 5.36% Equity Stake ------------------------------------------------- Katie Ou disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of June 24, 2022, she beneficially owns 14,473,333 shares of common stock of TD Holdings, Inc., representing 5.36 percent of the shares outstanding. The percentage is calculated on the basis of the sum of (i) 213,001,894 shares of common stock of the Issuer issued and outstanding as of March 31, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed with the Securities and Exchange Commission on May 13, 2022, and (ii) 57,100,000 shares of common stock to be issued pursuant to the Share Purchase Agreement. On May 27, 2022, the Reporting Person entered into that certain Share Purchase Agreement with the Issuer. Pursuant to the Share Purchase Agreement, the Reporting Person acquired 13,000,000 shares of common stock, par value $0.001 per share, of the Issuer at a purchase price of US$0.2 per share on June 24, 2022. Prior to such purchase, the Reporting Persona purchased a total of 1,473,333 shares of Common Stock of the Issuer through private placement transactions. Ms. Ou used her own cash on hands for the purchase of all of the shares held by her. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1556266/000121390022036704/ea162304-13dou_tdholdings.htm About TD Holdings TD Holdings, Inc. is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. For more information, please visit http://ir.tdglg.com. TD Holdings reported a net loss of $940,357 for the year ended Dec. 31, 2021, a net loss of $5.95 million for the year ended Dec. 31, 2020, and a net loss of $6.94 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $279.13 million in total assets, $33.48 million in total liabilities, and $245.65 million in total equity. THE GATHERING PLACE: Church Files Subchapter V Case --------------------------------------------------- The Gathering Place Orlando, Inc., filed for chapter 11 protection in the Middle District of Florida. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor, which owns a church in Orlando, Florida, filed a petition under Chapter 11 to affect a reorganization to implement a comprehensive restructuring plan 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 this Chapter 11 case after a comprehensive review of all realistic alternatives and the consideration and balancing of a variety of factors. In particular, the Debtor filed the case because of an upcoming foreclosure sale and the Debtor's desire to retain its property in Orlando, Florida, and to use Subchapter V to reorganize the Debtor’s finances and business. As of the Petition Date, the Debtor owes approximately $1,371,472.81 to Peter Charles Triolo, which is secured by a mortgage on the Debtor's property and a UCC on the personal property. The Property is valued at $1,859,085. The Debtor estimates gross annual revenues at approximately $288,800.00 if a restructuring plan is in place. According to court documents, The Gathering Place Orlando estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About The Gathering Place Orlando The Gathering Place Orlando Inc. -- https://www.tgporlando.org -- operates a church known as The Gathering Place, where everyone is welcome. Its main operations are conducted from the facilities it owns at 8287 Curry Ford Road, Orlando, Florida 32822. On June 30, 2022 The Gathering Place Orlando, Inc., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02342). In the petition filed by Howard Harrison, as president, the Debtor estimated assets and liabilities between $1 million and $10 million. Jarrett McConnell has been appointed as Subchapter V trustee. Jeffrey Ainsworth, of BransonLaw PLLC, is the Debtor's counsel. TROPICAL AQUACULTURE: Seeks Chapter 7 Bankruptcy ------------------------------------------------ Rachel Mutter of IntraFish reports that Tropical Aquaculture Products, the US-based distributor of tilapia and shrimp bought by Brazilian tilapia farmer GeneSeas in 2020 has filed for bankruptcy. The filing, in a Delaware court, is for Chapter 7 bankruptcy which, unlike Chapter 11, means the company stops operations with immediate effect and its assets are liquidated. It follows one of its key supply partners, leading Ecuador shrimp producer Santa Priscila telling IntraFish Thursday it would be selling its shrimp in the United States through its BlueFoot Seafoods Company arm after Tropical suspended shipments. About Tropical Aquaculture Products Tropical Aquaculture Products is a US-based shrimp and tilapia distributor. Tropical Aquaculture Products sought protection under Chapter 7 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10596) on June 30, 2022. The Debtor estimated assets and liabilities of $1 million to $10 million as of the bankruptcy filing. The Debtor's counsel: Michael G. Busenkell Gellert Scali Busenkell & Brown, LLC 1201 North Orange Street 3rd Floor Wilmington, DE 19801 Tel: 302.425.5812 Fax : 302.425.5814 VBI VACCINES: Falls Short of Nasdaq Minimum Bid Price Requirement ----------------------------------------------------------------- VBI Vaccines Inc. received a letter from the Listing Qualifications Department of the Nasdaq Stock Market, indicating that, based upon the closing bid price of the Company's common shares for the 30 consecutive business day period between May 18, 2022, through June 30, 2022, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until Dec. 28, 2022, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). In order to regain compliance with Nasdaq's minimum bid price requirement, the Company's common shares must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, the Company may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional cure period, Nasdaq will provide notice that the Company's common shares will be subject to delisting. The letter has no immediate impact on the listing of the Company's common shares, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company's compliance with the other listing requirements of The Nasdaq Capital Market. About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $69.75 million for the year ended Dec. 31, 2021, compared to a net loss of $46.23 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $194.01 million in total assets, $33.99 million in total current liabilities, $30.45 million in total non-current liabilities, and $129.56 million in total stockholders' equity. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 7, 2022, citing that the Company has an accumulated deficit as of Dec. 31, 2021 and cash outflows from operating activities for the year-ended Dec. 31, 2021 and, as such, will require significant additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and subject to such approvals, commercially launch its products. These factors raise substantial doubt about its ability to continue as a going concern. VERITAS FARMS: Dave Smith Quits as Chief Operating Officer ---------------------------------------------------------- Dave Smith notified Veritas Farms, Inc. of his resignation as chief operating officer of the Company effective June 30, 2022. Mr. Smith has indicated to the Company that his resignation is not due to a disagreement with the Company on any matter relating to the Company's operations, policies, or practices, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Veritas Fort Lauderdale, Florida-based Veritas Farms, Inc. -- www.TheVeritasFarms.com -- is a vertically-integrated agribusiness focused on growing, producing, marketing, and distributing superior quality, whole plant, full spectrum hemp oils and extracts containing naturally occurring phytocannabinoids. Veritas Farms owns and operates a 140 acre farm in Pueblo, Colorado, capable of producing over 200,000 proprietary full spectrum hemp plants which can potentially yield a minimum annual harvest of 250,000 to 300,000 pounds of outdoor-grown industrial hemp. Veritas Farms reported a net loss of $7.07 million for the year ended Dec. 31, 2021, compared to a net loss of $7.59 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $8.38 million in total assets, $4.91 million in total liabilities, and $3.47 million in total shareholders' equity. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2022, citing that the Company has sustained substantial losses from operations since its inception. As of and for the year ended Dec. 31, 2021, the Company had an accumulated deficit of $33,930,714, and a net loss of $7,263,567. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success. VERITAS FARMS: Majority Stockholder Reelect All Incumbent Directors ------------------------------------------------------------------- On June 30, 2022, the record date, the stockholder holding a majority of the voting securities of Veritas Farms, Inc. took action by written consent in accordance with Article 1, Sections 7 of the Company's by-laws and Sections 78.320 and 78,390 of the Nevada Revised Statutes. As of that date, the Majority Stockholder held approximately 4,248,401, or approximately 10.2% of the Company's issued and outstanding common stock, 3,585,000 shares, or approximately 89.6% of the Company's issued and outstanding Series A Convertible Preferred Stock, and 1,000,000 shares, or 100% of the Company's issued and outstanding Series B Convertible Preferred Stock. Pursuant to the Written Consent, and in lieu of the annual meeting of stockholders, the Majority Stockholder approved and re-elected all of the incumbent directors of the Company on the Board of Directors effective June 30, 2022. Each incumbent director (a) has no family relationship with any other director or executive officer of the Company, and (b) is not a party to any related person transaction with the Company. About Veritas Fort Lauderdale, Florida-based Veritas Farms, Inc. -- www.TheVeritasFarms.com -- is a vertically-integrated agribusiness focused on growing, producing, marketing, and distributing superior quality, whole plant, full spectrum hemp oils and extracts containing naturally occurring phytocannabinoids. Veritas Farms owns and operates a 140 acre farm in Pueblo, Colorado, capable of producing over 200,000 proprietary full spectrum hemp plants which can potentially yield a minimum annual harvest of 250,000 to 300,000 pounds of outdoor-grown industrial hemp. Veritas Farms reported a net loss of $7.07 million for the year ended Dec. 31, 2021, compared to a net loss of $7.59 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $8.38 million in total assets, $4.91 million in total liabilities, and $3.47 million in total shareholders' equity. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2022, citing that the Company has sustained substantial losses from operations since its inception. As of and for the year ended Dec. 31, 2021, the Company had an accumulated deficit of $33,930,714, and a net loss of $7,263,567. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success. WESLEY ENHANCED: Fitch Affirms 'BB' IDR & Alters Outlook to Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Wesley Enhanced Living's (WEL) Issuer Default Rating (IDR) and ratings on revenue bonds issued by Philadelphia Authority for Industrial Development on behalf of WEL at 'BB'. The Rating Outlook is revised to Stable from Negative. SECURITY The bonds are secured by pledged revenues of the obligated group (OG), a mortgage lien on various WEL communities, and a debt service reserve fund (DSRF). ANALYTICAL CONCLUSION The affirmation and revision of the Outlook to Stable reflect Fitch's expectations that WEL's occupancy and financial performance are stabilizing following skilled nursing census declines in fiscal 2020 that were compounded by labor pressures and high levels of bad debt expense. WEL achieved improved operating performance in fiscal 2021, materially benefitting from a $7.1 million forgiven Paycheck Protection Program loan, and $1.8 million of stimulus funding. With the receding pandemic, operating improvement initiatives, and higher occupancy and census levels, Fitch believes that WEL is better positioned today than it has been over the past two years, despite weak first quarter results. Fitch expects some ongoing labor and other inflationary pressures to constrain margins over the near to intermediate term, but also expects WEL to meet its minimum rate covenant, particularly given management's efforts to rein in bad debt expense and adopt consultant recommendations for revenue and expense improvements. WEL's high exposure to skilled nursing revenues and governmental payors, its thin historical operating performance, and just adequate liquidity provide only a limited financial cushion at the current rating level to absorb prolonged disruptions to operations. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Solid Historical Demand WEL's enjoys favorable historical census levels across all service lines, which Fitch attributes to its pricing structure and well-established reputation in the competitive and well penetrated southeastern Pennsylvania market. Over the last four fiscal years, WEL averaged 90% independent living (IL) occupancy, 86% occupancy in its personal care (PC) units, and a 91% skilled nursing (SNF) bed census. Following declines in fiscal 2020, WEL ended fiscal 2021 with higher occupancy levels across its IL, PC, and SNF service lines. For the first quarter ended March 31, 2022, IL and PC occupancy continued to improve while the SNF experienced some census capping due to staffing challenges. Fitch expects WEL's overall occupancy to remain favorable in fiscal 2022 and over the medium term particularly with the now completed renovation and repositioning projects at three of its five campuses. WEL has a solid track record of annual increases in both its monthly service and entrance fees. Over the past few years, WEL increased its entrance fees and monthly fees by modest amounts to maintain affordability with local housing costs. For fiscal 2022, WEL increased entrance fees at two campuses to reflect local market conditions but did not adjust entrance fees at three campuses. Monthly increases by property ranged from 3%-6.7% for IL; 3.6%-8% for PC, and 3%-8.6% for the SNFs. Fitch views WEL's pricing flexibility as adequate, but limited, given its value-based business model that traditionally provides for a moderate and affordable pricing structure. Operating Risk: 'bb' Thin Operational Performance; High SNF Exposure WEL's operating margins historically have been thin, which Fitch attributes to its high concentration of SNF revenues and governmental payors, as well as its moderately priced contracts that have somewhat limited revenue growth and pricing flexibility. WEL maintains high exposure to SNF and Medicaid revenues, which Fitch views as an asymmetric risk to WEL's operating risk profile. WEL's resident service revenues are heavily concentrated in its SNF, which accounted for a high 47% of resident service revenues in fiscal 2021. Additionally, Medicaid comprised a very high 68% of total fiscal 2021 SNF revenues. The high concentration to SNF revenues leaves WEL susceptible to changes in governmental payor reimbursement and to staffing challenges, particularly as WEL has experienced during the pandemic. For its IL units (ILUs), WEL primarily offers traditional (non-refundable) fee-for-service (Type-C) contracts. Each residency contract requires an upfront entrance fee and ongoing monthly fees. Overall, WEL's exposure to primarily non-refundable fee-for-service contracts is viewed favorably as it eliminates actuarial risk and any future service liability, and shifts the financial burden of higher levels of care to residents. It also mitigates concerns over short-term cash flow pressures if a large amount of ILUs turnover in a given year. Over the last four fiscal years, WEL averaged a 109% operating ratio, negative 1.5% NOM, and 12% NOMA. Fiscal 2021 results included a $7.1 million forgiven PPP loan and state local and federal provider relief funding totaling $1.8 million, which combined materially improved WEL's fiscal 2021 operating results. However, WEL's thin core operations create a reliance on ILU turnover and net entrance fee receipts for total cash flow and coverage levels. WEL's first quarter fiscal 2022 results reflect current market volatility and unrealized losses on its investment portfolio; however, operating results were in-line with the first quarter operating results for last year, albeit are behind budget, which may be partially attributable to the practice by some of WEL's individual campuses to front load expenses early in the fiscal year. Fitch expects fiscal 2022 to reflect WEL's improving post pandemic census, rate increases, and WEL's revenue cycle and expense improvement initiatives, but also the absence of the non-recurring paycheck protection act funds and other supplemental stimulus funding which favorably distorted operating results in fiscal 2021. Fitch expects operating results to be adequate to achieve compliance with the 1.2x rate covenant and at least a 10% NOMA, which is in-line with pre-pandemic operating results. WEL's capital outlays were elevated in recent years reflecting various campus repositioning projects. Over the last three years, WEL averaged approximately $11.3 million in capex, or 168% of depreciation, which translated into an adequate 13.9-year average age of plant at FYE 2021. With the campus renovations completed, Fitch expects WEL's capital outlays to average between $3.5 million-$4 million per year (approximately 45%-50% of depreciation) for the next several years. No new money debt issuance is planned. Overall, WEL's debt burden is manageable. In fiscal 2021, WEL's maximum annual debt service (MADS) equated to a manageable 10% of total revenues. However, debt to net available and revenue-only coverage measured a moderate, but improved, 7.6x and 0.9x, respectively. Fitch expects WEL's capital-related metrics to have some compression in fiscal 2022 and fiscal 2023, then improve over the medium term as revenues and total cash flow levels gradually recover. Financial Profile: 'bb' Adequate Liquidity; Inflationary Pressures WEL's financial profile assessment is 'bb', reflecting its adequate liquidity position and the expectation for improving MADS coverage levels over the next few years. At FYE 2021, WEL had approximately $36.6 million in unrestricted cash and investments, which equaled 185 days cash on hand (DCOH), 38% cash to adjusted debt, and a 4.6x cushion ratio. Fitch believes all three metrics remain adequate for the current rating level. WEL benefitted from ILU turnover generating a robust and improved $8.3 million of net entrance fees. In addition to unit turnover, Fitch largely attributes the fiscal 2021 liquidity improvement to a $7.1 million fully forgiven Paycheck Protection Program loan, and $1.8 million of CARES Act and state and local provider relief funding. The supplemental stimulus funds helped WEL to address staffing, census, and other operating pressures resulting from the COVID-19 pandemic. Fitch includes WEL's entrance fee reserve fund and self-insurance reserves in the liquidity metric calculations, and its DSRF in the cash to adjusted debt calculation. Fitch believes WEL's liquidity position is adequate for the rating level given its revenue diversification, solid historical demand, and exposure to primarily non-refundable Type-C contracts. In fiscal 2020, and due to pandemic pressures and weak entrance fee receipts, WEL did not meet its 1.2x minimum rate covenant which required it to engage a consultant. The consultant's report included recommendations for improvement to both revenue and expenses, specifically opportunities to increase WEL's SNF Medicare census and suggestions to improve documentation and billing processes to insure appropriate reimbursement for all services provided. In addition, the consultant recommended that WEL benchmark expenses to industry metrics to help optimize staffing levels and to properly track and manage other operating expenses. Management is addressing these improvement opportunities, including by recently hiring a new Director of Revenue Cycle and a new Billing Manager. The improved collection process reduced bad debt expense to $891,000 in fiscal 2021 from $2.2 million in fiscal 2020. WEL exceeded its rate covenant for fiscal 2021 at 2.1x per WEL's compliance calculation. With the management led operational improvement initiatives, improving occupancy and census levels, and the now completed repositioning projects, Fitch believes WEL has enough financial flexibility at the current rating level to absorb some lingering pandemic pressures and improve its operating and financial profiles. Additionally, despite near term inflationary pressure from labor and supply chain challenges, Fitch expects WEL's revenue growth will outpace expense growth as census levels grow, which Fitch believes is achievable given WEL's historically solid demand indicators. Under these assumptions, WEL's key leverage metrics and coverage levels steadily improve, but remain consistent with its 'bb' financial profile assessment. Asymmetric Additional Risk Considerations Fitch view's WEL's high Medicaid exposure as an asymmetric operating risk. Medicaid consistently represents more than 60% of WEL's SNF net revenues. Revenues from skilled nursing accounted for approximately 47% of total net resident service revenues for fiscal 2021. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Recovery of occupancy and census across all service lines to pre-pandemic levels; -- Improved unrestricted reserves and cash flow levels such that sustained cash to adjusted debt is at least 50% and; -- MADS coverage is greater than 1.5x sustained for multiple consecutive years. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Failure to meet the minimum 1.2x rate covenant; -- Annual MADS coverage levels below 1x for two consecutive years that results in an event of default under the master trust indenture; -- Deterioration in liquidity levels that result in cash to adjusted debt below 30% or DCOH below 150 days; -- Any adverse changes to the SNF landscape or governmental reimbursement modifications. 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. CREDIT PROFILE Evangelical Services for the Aging (d/b/a Wesley Enhanced Living or WEL) was founded to operate and manage life plan communities (LPCs) and other senior living facilities in and around Philadelphia, PA. The WEL OG owns and operates five separate LPCs with a combined 1,178 units (646 ILUs, 738 PCUs, and 360 SNF beds) across its five OG campuses. Other members of the OG are WEL, WEL Foundation, and WEL Home Partners. Through an affiliated limited partnership, WEL also owns and operates Burholme, a personal care community that sits outside of the OG. Fitch's analysis is based upon the OG, which reported $172.5 million in total assets and $80.5 million of operating revenues for fiscal 2021. Skilled nursing accounts for approximately 47% of WEL's net resident service revenues. Operating Risk Over the last four fiscal years, WEL averaged a 109% operating ratio, negative 1.5% NOM, and 12% NOMA. Fisacl 2021 results included a $7.1 million forgiven PPP loan and state local and federal provider relief funding totaling $1.8 million, which combined materially improved WEL's fiscal 2021 operating results. However, WEL's thin core operations create a reliance on ILU turnover and net entrance fee receipts for total cash flow and coverage levels. WEL's first quarter fiscal 2022 results reflect current market volatility and unrealized losses on its investment portfolio; however, operating results were in-line with the first quarter operating results for last year, albeit are behind budget, which may be partially attributable to the practice by some of WEL's individual campuses to front load expenses early in the fiscal year. Fitch expects fiscal 2022 to reflect WEL's improving post pandemic census, rate increases, and WEL's revenue cycle and expense improvement initiatives, but also the absence of the non-recurring paycheck protection act funds and other supplemental stimulus funding which favorably distorted operating results in fiscal 2021. Fitch expects operating results to be adequate to achieve compliance with the 1.2x rate covenant and at least a 10% NOMA, which is in-line with pre-pandemic operating results. Overall, WEL's debt burden is manageable. In fiscal 2021, WEL's MADS equated to a manageable 10% of total revenues. However, debt to net available and revenue-only coverage measured a moderate, but improved, 7.6x and 0.9x, respectively. Fitch expects WEL's capital-related metrics to have some compression in fiscal 2022 and fiscal 2023, then improve over the medium term as revenues and total cash flow levels gradually recover. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. 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 ---- ------ ----- Wesley Enhanced LT IDR BB Affirmed BB Living (PA) Wesley Enhanced LT BB Affirmed BB Living (PA) / General Revenues/1 LT WIRTA HOTELS: Wins Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington authorized Wirta Hotels, LLC to use cash collateral on an interim basis in accordance with the budget and provide adequate protection. The Debtor is permitted to use cash collateral to fund the reasonable, necessary, and ordinary costs and expenses of its business during the Authorized Period. As reported by the Troubled Company Reporter, Wilmington Trust, National Association -- as Trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 2016-C35, Commercial Mortgage Pass-Through Certificates, Series 2016-C35 -- is the only party with a security interest in the cash collateral. Wilmington asserts an interest in a Leasehold Deed of Trust, Assignment of Leases and Rents and Security Agreement, which encumbered the Debtor's hotel on account of a $4,600,000 loan the Debtor obtained in 2016 from the original lender, UBS Real Estate Securities Inc. The Debtor estimates the amount of Wilmington's Secured claim is no more than $5,250,000. The Court approved a Professional Fund, which will be held on deposit and maintained into one or more interest-bearing trust account(s) maintained by or at the direction of Foster Garvey, PC, the Debtor's counsel, free and clear of all liens and claims, pending further orders of the Court following notice and hearing, which authorize FG to disburse such funds to professionals. The Debtor is authorized to continue to fund the Professional Fund in the amount of $30,000 per month (with $25,000 allocated to FG and $5,000 allocated to Premier), by no later than the seventh calendar day of every month, continuing for so long as this Order remains in effect. Notwithstanding the foregoing, to the extent amounts deposited into the Professional Fund ultimately exceed the allowed fees and costs of such professionals, such excess funds shall be returned to Debtor and remain subject to the rights of Wilmington. Wilmington is granted Adequate Protection Liens, which will have the same extent, priority, validity, and status as Wilmington's prepetition liens, and which are binding and perfected automatically upon the entry of the Order. A copy of the order is available at https://bit.ly/3yiM22o from PacerMonitor.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. [*] New Hampshire Set Another Bankruptcy Record Low in June 2022 ---------------------------------------------------------------- Bob Sanders of NH Business Review reports that with another record-low number of monthly bankruptcies, New Hampshire on track for a milestone year. Only 52 filings recorded in June, none by businesses. Bankruptcy filings in New Hampshire appeared to have plateaued, and if they have, they remain at historically low numbers. Some 52 individuals filed for protection in June, one fewer than in May and one more than filed in June 2021 – and that June’s filings was the lowest point they’ve been since the court started tracking monthly filings in 1986. In addition, for the first time since NH Business Review began tracking bankruptcy filings no Granite State businesses filed for protection in June and no individual filed with business-related debt. That said, the state is on track for a record-low year for bankruptcies. Year to date, the state is averaging 52 filings a month. Last year, the average was 61. To put it in perspective, there were some 443 filings in June 2010, in the midst of the last recession. The average monthly number of filings that year was 459. Filings have now remained in the double digits for 27 straight months. Bankruptcy attorneys attribute the lack of filings to the lingering effects of massive government aid during the pandemic as well as court backlogs that have brought foreclosures and evictions to a near standstill, though the number of those cases being heard is starting to creep up a bit. [^] BOOK REVIEW: Performance Evaluation of Hedge Funds ------------------------------------------------------ Performance Evaluation of Hedge Funds: A Quantitative Approach Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro Publisher: Beard Books Hardcover: 203 pages List price: $59.95 Review by Henry Berry Order your copy at https://bit.ly/3yPU9oz Hedge funds can be traced back to 1949 when Alfred Winslow Jones formed the first one to "hedge" his investments in the stock market by betting that some stocks would go up and others down. However, it has only been within the past decade that hedge funds have exploded in growth. The rise of global markets and the uncertainties that have arisen from the valuation of different currencies have given a boost to hedge funds. In 1998, there were approximately 3,500 hedge funds, managing capital of about $150 billion. By mid-2006, 9,000 hedge funds were managing $1.2 trillion in assets. Despite their growing prominence in the investment community, hedge funds are only vaguely understood by most people. Performance Evaluation of Hedge Funds addresses this shortcoming. The book describes the structure, workings, purpose, and goals of hedge funds. While hedge funds are loosely defined as "funds with no rules," the editors define these funds more usefully as "privately pooled investments, usually structured as a partnership between the fund managers and the investors." The authors then expand upon this definition by explaining what sorts of investments hedge funds are, the work of the managers, and the reasons investors join a hedge fund and what they are looking for in doing so. For example, hedge funds are characterized as an "important avenue for investors opting to diversify their traditional portfolios and better control risk" -- an apt characterization considering their tremendous growth over the last decade. The qualifications to join a hedge fund generally include a net worth in excess of $1 million; thus, funds are for high net-worth individuals and institutional investors such as foundations, life insurance companies, endowments, and investment banks. However, there are many individuals with net worth below $1 million that take part in hedge funds by pooling funds in financial entities that are then eligible for a hedge fund. This book discusses why hedge funds have become "notorious as speculating vehicles," in part because of highly publicized incidents, both pro and con. For example, George Soros made $1 billion in 1992 by betting against the British pound. Conversely, the hedge fund Long-Term Capital Management (LTCP) imploded in 1998, with losses totaling $4.6 billion. Nonetheless, these are the exceptions rather than the rule, and the editors offer statistics, studies, and other research showing that the "volatility of hedge funds is closer to that of bonds than mutual funds or equities." After clarifying what hedge funds are and are not, the book explains how to analyze hedge fund performance and select a successful hedge fund. It is here that the book has its greatest utility, and the text is supplemented with graphs, tables, and formulas. The analysis makes one thing clear: for some investors, hedge funds are an investment worth considering. Most have a demonstrable record of investment performance and the risk is low, contrary to common perception. Investors who have the necessary capital to invest in a hedge fund or readers who aspire to join that select club will want to absorb the research, information, analyses, commentary, and guidance of this unique book. Greg N. Gregoriou (1956–2018) was a professor of finance and a native of Montreal, Quebec, Canada. He received his joint Ph. D. in 2004 with a specialization in the area of finance from the University of Quebec at Montreal, Canada. He taught at U.S. and Canadian universities and did research for large corporations. Fabrice Douglas Rouah is a Director with Sapient Global Markets and is based in New York City. He specializes in financial risk management and is the co-author and co-editor of several books. Komlan Sedzro, Ph. D., is the Dean of the School of Management, University of Quebec in Montreal. He has been a professor in the Department of Finance at ESG UQAM since 1997. He holds a master’s degree in business economics from the University of Clermont in France and a doctorate in Business Administration (Finance and Insurance) from Laval University. ********* 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 ***