/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220720.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 20, 2022, Vol. 26, No. 200 Headlines 500 MADISON: Seeks Chapter 11 to Delay Purchase Deadline A MEN OF SARASOTA: Files Emergency Bid to Use Cash Collateral AGANA ARCHDIOCESE: Court Okays Bankruptcy Disclosure Statement AGILE THERAPEUTICS: Twirla Demand Guidance Expected at Midpoint ALLIANCE FOUNDATION: Atkinson's Mart Seeks to Prohibit Cash Access AM96 MANAGEMENT: SARE Files for Chapter 11 Protection AMERICAN HARVEST: Creditors to Get Proceeds From Liquidation APPLIED ENERGETICS: Appoints Chris Donaghey as CFO, COO ASIA PALACE RESTAURANT: Files Chapter 11 Subchapter V Case B.E.C BARAJAS: Case Summary & 20 Largest Unsecured Creditors BAMC DEVELOPMENT: September 8 Plan Confirmation Hearing Set BCP RAPTOR II: Fitch Affirms & Withdraws 'B' IDR, Outlook Stable BED BATH & BEYOND: All Three Proposals Passed at Annual Meeting BERWICK CLINIC: Voluntary Chapter 11 Case Summary BETTER 4 YOU BREAKFAST: Has Cash Collateral Access Thru July 20 BLUE JAY: Unsecureds to Get Share of Disposable Income for 5 Years BOMBARDIER INC: Moody's Hikes CFR & Senior Unsecured Notes to B3 BRAZOS ELECTRIC: Shifts Focus to Talks With Low-Ranking Creditors C & M ELECTRICAL: Family Business Seeks Chapter 11 Protection C & M ELECTRICAL: Files Emergency Bid to Use Cash Collateral CALAMP CORP: Signs $50 Million Credit Facility With PNC Bank CAPSTONE GREEN: Incurs $20.2 Million Net Loss in FY Ended March 31 CAREVIEW COMMUNICATIONS: HealthCor Investors Have 38.4% Stake CARVANA CO: Luxor Capital Investors Hold 5.9% of Class A Shares CARVER BANCORP: Incurs $847K Net Loss in FY Ended March 31 CELSIUS NETWORK: May Sell Its Assets, Discloses $1.19 Bil. Deficit CENTER ETHANOL: Files for Chapter 11 Bankruptcy Protection CHARLES DEWEESE: Has Deal on Cash Collateral Access CLEAN ENERGY: Case Summary & 20 Largest Unsecured Creditors CLUBHOUSE MEDIA: Issues $62K Note to 1800 Diagonal COMPASS MINERALS: Moody's Alters Outlook on 'Ba3' CFR to Negative COOPER-STANDARD AUTOMOTIVE: Moody's Cuts CFR to Caa2, Outlook Neg. CROWN HOLDINGS: Moody's Ups CFR to Ba1 & Alters Outlook to Stable CSI COMPRESSCO: Michael Moscoso Quits as GP VP of Finance DAYBREAK OIL: Delays Filing of May 31 Quarterly Report ECOARK HOLDINGS: Issues Amended Warrant to Digital Power ELECTROMEDICAL TECHNOLOGIES: Inks Settlement Deal With JR-HD ENDO INTERNATIONAL: Elects Not to Make $1.9M Notes Interest Payment ESCADA AMERICA: Wins Cash Collateral Access Thru Aug 31 EVO TRANSPORTATION: Inks Third Loan Extension Agreement With Antara EYEPOINT PHARMACEUTICALS: Appoints Karen Zaderej as Director FIRST GUARANTY: U.S. Trustee Appoints Creditors' Committee FLAVIO ALMEIDA MARTINS: U.S. Trustee Appoints Creditors' Committee GENAPSYS INC: Chapter 11 Loan With Sale Milestones Cleared GRACE COMMUNITY: Seeks Cash Collateral Access GREEN TAXI: Unsecured Creditors Will Get 31% of Claims in 3 Years GROM SOCIAL: Two Proposals Passed at Annual Meeting GT REAL ESTATE: Claims Liabilities Far Exceed Its Assets GULF COAST BRAKE: Files Chapter 11 Subchapter V Case H&S ALANG: Wins Cash Collateral Access Thru Aug 31 HIDILI INDUSTRY: Taps Dechert in Securing Ch.15 Recognition IAMGOLD CORP: Egan-Jones Retains BB- Senior Unsecured Ratings IMAGEWARE SYSTEMS: Nantahala Hikes Loan Draw Amount by $150K IMAGEWARE SYSTEMS: Nantahala Investors Have 41% Stake as of July 13 INDEPENDENCE FUEL SYSTEMS LLC: Hits Chapter 11 Bankruptcy INTELLIPHARMACEUTICS: Delays Filing of Second Quarter Results INW MANUFACTURING: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg IXS HOLDINGS: S&P Downgrades ICR to 'CCC+' on Declining Margins IYAR POST: Returns to Chapter 11 Bankruptcy JENNIE STUART MEDICAL: Fitch Hikes Issuer Default Rating From 'BB+' JGR GROUP: Wins Cash Collateral Access Thru Aug 11 JOHNSON & JOHNSON: Faces Investor Push to Globally Pull Out LEXARIA BIOSCIENCE: Incurs $2.4 Million Net Loss in Third Quarter LIFE CENTER CHURCH: Amends Plan to Include City of Chicago Claim LIQUIDATE DIRECT: RCF1 Sets July 28 Auction for All Assets LIQUIGUARD TECHNOLOGIES: Files Chapter 11 Bankruptcy Protection LOYE GRADING: Bid to Use Cash Collateral Denied as Moot MADISON SQUARE BOYS: Chapter 11 Abuse Claims Mediation Okayed MARATHON OIL: Egan-Jones Retains BB+ Senior Unsecured Ratings MARINE WHOLESALE: Wins Cash Collateral Access Thru Aug 30 MARRONE BIO: Ospraie Entities Cease to be Shareholders MATHESON TRUCKING: Has Deal on Cash Collateral Access MGAE MANAGEMENT: May Access Garden Savings' Cash Collateral NATIONWIDE FREIGHT: Wins Cash Collateral Access Thru July 26 NEONODE INC: Postpones Annual Meeting of Stockholders NEW JERSEY CITY UNIVERSITY: Moody's Lowers Issuer Rating to Ba1 NEW YORK OPTICAL: August 18 Plan Confirmation Hearing Set NEXTPLAY TECHNOLOGIES: Reports $6.4-Mil. Comprehensive Loss for Q1 NIELSEN NV: Egan-Jones Retains BB- Senior Unsecured Ratings NUTRIBAND INC: Wins Suit to Recover 15% of Outstanding Shares O'CONNOR CONSTRUCTION: Seeks Cash Collateral Access OCWEN FINANCIAL: Egan-Jones Retains B- Senior Unsecured Ratings OREGON CLEAN: Moody's Affirms B1 Rating on $498MM Sr. Secured Debt PAR PETROLEUM: Moody's Affirms 'B1' CFR & Alters Outlook to Stable PARK RIVER: Fitch Affirms 'B' LongTerm IDR, Outlook Negative PARKLAND CORP: Fitch Affirms & Withdraws 'BB' LongTerm IDR PEBBLEBROOK HOTEL: Egan-Jones Retains BB- Senior Unsecured Ratings PENNSYLVANIA REAL: Egan-Jones Retains CCC- Sr. Unsecured Ratings PETROLIA ENERGY: Reports $1 Million Net Loss for 2nd Quarter 2021 PG&E CORP: S&P Alters Outlook to Stable, Affirms 'BB-' ICR POWER SOLUTIONS: All Four Proposals Passed at Annual Meeting PREMIER PAVING: Wins Cash Collateral Access Thru Aug 5 PREMIER PAVING: Woman-Owned Contractor Seeks Chapter 11 PROBATE ESTATE OF SUSAN SZANTO: Files for Chapter 11 Bankruptcy PROPERTY INVESTORS: Deadline to File Claims Set for Sept. 28 PWM MANAGEMENT: Highrise Cleared for $1.9 Bil. Floor Bid Q BIOMED: Unable to File Form 10-Q Over Administrative Delays RATTLER MIDSTREAM: Fitch Maintains BB+ IDR on Rating Watch Positive RED RIVER WASTE: Nears Finalization of Bankruptcy Sale to Platform REVLON INC: Minority Holders Seek Official Committee RLI SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors SOMM INC: Commences Chapter 11 Bankruptcy Protection SONOMA PHARMACEUTICALS: Incurs $5.1M Net Loss in FY Ended March 31 SOUTHERN BLOOMS: Unsecured Creditors to Split $5K for 36 Months SOUTHGATE TOWN: Wins Cash Collateral Access on Final Basis TALEN ENERGY: To Device Future Montana Coal-Fired Plant Future Plan THREE ARROWS: Liquidators Ask Court to Force Founders to Cooperate THREE ARROWS: NY Judge Freezes Founders' Remaining Assets TIERPOINT LLC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable TYSIR INCORPORATED: Case Summary & 11 Unsecured Creditors UNIFIED WOMEN'S: Moody's Withdraws B3 CFR Following Debt Repayment VALERO ENERGY: Moody's Affirms 'Ba1' Rating on Preferred Stock VERTEX ENERGY: Benjamin Cowart Has 10% Equity Stake as of July 12 VIDEO DISPLAY: Delays Filing of May 31 Form 10-Q VIERA CHARTER: Moody's Upgrades Rating on Revenue Bonds to Ba1 VOIP-PAL.COM INC: Hikes Authorized Capital Shares to 3.5 Billion VTV THERAPEUTICS: Board Appoints Two New Directors VYANT BIO: All Six Proposals Passed at Annual Meeting VYCOR MEDICAL: Fountainhead Capital Hikes Equity Stake to 61.9% [*] Paul Deutch to Hold Evening in Central Park Event on Oct. 17 [] Stretto's Anthony Facciano Receives Emerging Leader Awards ********* 500 MADISON: Seeks Chapter 11 to Delay Purchase Deadline -------------------------------------------------------- 500 Madison Manalapan LLC filed for bankruptcy protection in New York. The Debtor is the purchaser under a contract of sale, dated as of April 1, 2022, to purchase certain vacant land located at 500 Madison Avenue, Manalapan, New Jersey from J&J Commercial & Industrial Properties, LLC (the "Seller") for a total purchase price of $5.35 million including a deposit of $500,000. The Property is being purchased for development as a commercial warehouse and significant due diligence and preliminary planning has been conducted in anticipation of closing. The time to close on the Contract was set to expire July 14, 2022 at 2:00 p.m. (time of the essence). The Debtor remains committed to close and requested a first extension of a few weeks' time to close in order to complete financing. Incredibly, the Seller has refused this extension for arbitrary reasons. The Debtor does not want to forfeit its rights, and, thus, the Debtor is now compelled to seek Chapter 11 relief to preserve the status quo. The Debtor believes and understand that the bankruptcy filing will gain the necessary additional time of 60 days to close, as provided under 11 U.S.C. Sec. 108(b). Withing the next 60 days, if not sooner, the Debtor has every intention to close and obtain the benefit of the Contract. About 500 Madison Manalapan 500 Madison Manalapan LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41690) on July 14, 2022. In the petition filed by Shlomo Kolodney, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. J Ted Donovan, of Goldberg Weprin Finkel Goldstein LLP, is the Debtor's counsel. A MEN OF SARASOTA: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- The A Men of Sarasota, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund its operating expenses and costs of administration in the Chapter 11 case. In June 2020, the Debtor borrowed $200,000 in funds from the U.S. Small Business Administration under its economic disaster loan program, which was initiated as a response to the global COVID-19 pandemic. In exchange for the funds, the SBA was granted a first priority lien on substantially all of its assets, which is indicated in its UCC filing dated June 29, 2022. As of the Petition Date, it is believed the SBA will allege a balance due of $200,000. The Debtor believes the SBA has a first priority lien due to the timing of the filings. On the Petition Date, the Debtor had certain funds in its bank account in the amount of $38,000 and accounts receivable totaling $45,121. Additionally, the Debtor continues to receive revenue from its business. The Debtor anticipates receiving additional payments for services provided following the Petition Date in the ordinary course of its business. The proceeds generated by sales, the funds in the operating account, and the accounts receivable may constitute the cash collateral. The Debtor asserts there is insufficient time for a full hearing pursuant to Fed.R.Bankr.P. 4001(b)(2) to be held before the Debtor must use the cash collateral. If the Motion is not considered on an expedited basis and if the Debtor is denied the ability to immediately use the cash collateral, there will be direct and immediate material and adverse impact on the continuing operations of the Debtor's business and on the value of its assets. As adequate protection for the use of cash collateral, the Debtor proposes that: a. creditors will have a post-petition lien on the Collateral to the same extent, validity and priority as existed pre-petition; and b. the Debtor will provide a replacement lien on the post-petition funds to the same extent, validity, and priority as existed pre-petition. A copy of the motion and the Debtor's budget is available at https://bit.ly/3cmfyNz from PacerMonitor.com. The Debtor projects $20,000 in revenue and $19,808 in total expenses for July 2022. About The A Men of Sarasota, Inc. The A Men of Sarasota, Inc. sought protection from Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02849) on July 15, 2022. In the petition signed by Nicholas J. Angelastro, president, the Debtor disclosed up to $500,000 in assets and up to $500 million in liabilities. Jake C. Blanchard, Esq., at Blanchard Law, PA is the Debtor's counsel. AGANA ARCHDIOCESE: Court Okays Bankruptcy Disclosure Statement -------------------------------------------------------------- Nestor Licanto of Kuam News reports that the clergy sex abuse case is inching closer to resolution. The bankruptcy court approved the disclosure statement submitted by the Archdiocese of Agana in its bankruptcy case. The hearing today before Chief Judge Frances Tydingco Gatewood was to decide whether to approve the disclosure statement by the archdiocese in its bankruptcy case. The disclosure opens up the church's balance sheet, its assets and liabilities, for creditors to assess. In a major ruling in March, the judge found that property such as church buildings and schools can be considered assets of the archdiocese, and can be factored into the ultimate settlement. The attorney for the creditors committee argued in support of the disclosure statement, saying it contains enough information for plaintiffs to make an informed decision. But the lawyer for the Boy Scouts of America, another defendant along with the church, opposed adopting the statement until they know more details of the settlement. But at that point, one of the plaintiffs, 89-year-old Leo Tudela, spoke out against the last-minute objections. He said he was an abuse victim by both a clergyman and a scout leader. It's been six years since the case was brought to court he said, and it needs to keep moving forward. As partial settlement, the archdiocese has offered some $18 million from its insurance company, National Union Insurance. Some 100 victim-plaintiffs have sued the archdiocese for sexual abuse by local clergy dating back decades. About Agana Archdiocese The Roman Catholic Archdiocese of Agana is an ecclesiastical territory or diocese of the Catholic Church in the United States that comprises the United States dependency of Guam. The Roman Catholic Archdiocese of Agana sought Chapter 11 protection (Bankr. D. Guam Case No. 19- 00001) on Jan. 9, 2019. In the petition signed by Most Rev. Michael Jude Byrnes, Coadjutor Archbishop of Agana, it listed $22.96 million in assets, with $45.66 million in liabilities. The case is handled by Honorable Judge Frances M Tydingco-Gatewood. Edwin H. Caldie, of Stinson Leonard Street LLP, is the Debtor's counsel. AGILE THERAPEUTICS: Twirla Demand Guidance Expected at Midpoint --------------------------------------------------------------- Agile Therapeutics, Inc. has updated its second quarter 2022 Twirla demand (total cycles) and operating expense (OPEX) guidance that was initially provided on May 24, 2022. The Company previously guided Twirla demand for the second quarter 2022 to be in the range of 20,000 to 22,000 cycles and now believes demand will be at the mid-point of that range (21,000 to 21,500 cycles), which represents approximately 26% to 30% quarter-on-quarter growth. The updated Twirla demand guidance reflects continued progress made in both the retail and non-retail channels, with the non-retail channel showing significant quarter over quarter growth via the Company's partnership with Afaxys. Additionally, the Company previously guided OPEX for the second quarter 2022 to be in the range of $12.5 million to $13.5 million and now believes OPEX will be below the low end of the previously guided range. The Company expects OPEX will be in the range of $11.5 million to $12.5 million, with the change primarily attributable to optimization of the Twirla sales force and marketing efforts to better focus on the most productive territories with high volume and favorable third-party reimbursement as well as the optimization of expense across all general and administrative areas. The preliminary results set forth above are based on management's initial review of the Company's operations for the quarter ended June 30, 2022 and are subject to revision based upon our quarter-end closing procedures and the completion of the review of its quarter-end financial statements. The Company's independent registered public accounting firm has not reviewed these preliminary financial results. Actual results may differ materially from these preliminary results as a result of the completion of quarter-end closing procedures, final adjustments, and other developments arising between now and the time that our financial results are finalized. In addition, these preliminary results are not a comprehensive statement of our financial results for the quarter ended June 30, 2022, should not be viewed as a substitute for full, finalized financial statements prepared in accordance with generally accepted accounting principles, and are not necessarily indicative of its results for any future period. About Agile Therapeutics Agile Therapeutics, Inc. is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Agile reported a net loss of $74.89 million for the year ended Dec. 31, 2021, a net loss of $51.85 million for the year ended Dec. 31, 2020, and a net loss of $18.61 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $29.30 million in total assets, $26.56 million in total liabilities, and $2.74 million in total stockholders' equity. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has generated losses since inception, used substantial cash in operations, anticipates it will continue to incur net losses for the foreseeable future, requires additional capital to fund its operating needs and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ALLIANCE FOUNDATION: Atkinson's Mart Seeks to Prohibit Cash Access ------------------------------------------------------------------ Atkinson's Mart, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida to prohibit Alliance Foundation of Florida, Inc. from using cash collateral and require it to pay adequate protection payments. Atkinson's Mart has a first in time, recorded blanket UCC lien filing, with a lien upon all of the Debtor's assets. Atkinson's Mart asserts the Debtor has not sought the consent or obtained a Court Order to use cash collateral, as required by 11 U.S.C. 363(c)(2) and has improperly used cash collateral without a Court Order or the consent of the secured creditors with liens upon the cash collateral. Atkinson's Mart contends that, since the filing of the case, the Debtor has not timely filed the required monthly operating reports for small businesses under Chapter 11 and has not filed a statement of its investigations of the business and the desirability of a plan as required by 11 U.S.C. 1184(3)(4). Though Atkinson's Mart is first in time, with its lien, the Debtor has not attempted to discuss adequate protection to Atkinson's Mart, even though the Debtor, without Court permission, has paid the normal monthly payments to Truix and the Small Business Administration who have inferior liens to Atkinson's Mart. A copy of the motion is available at https://bit.ly/3aJlPlK from PacerMonitor.com. About Alliance Foundation of Florida Alliance Foundation of Florida operates a skilled nursing facility. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01090 on March 26, 2022. In the petition signed by Jim S. Purdum, secretary, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, is the Debtor's counsel. AM96 MANAGEMENT: SARE Files for Chapter 11 Protection ----------------------------------------------------- AM96 Management Inc. filed for chapter 11 protection in the Eastern District of New York. The Debtor claims to be a Single Asset Real Estate. Its principal asset is located at 268 Elder Street, in Brooklyn, New York. The Debtor's formal schedules of assets and liabilities and statement of financial affairs are due July 27, 2022. According to court documents, AM96 Management estimates between 1 and 49 unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Aug. 15, 2022, at 2:00 PM at Teleconference - Brooklyn. About AM96 Management Inc. AM96 Management Inc. is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). AM96 Management Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41677) on July 13, 2022. In the petition filed by Avraam Boruchov, as chief executive officer, the Debtor estimated assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Ilevu Yakubov, of Jacobs PC, is the Debtor's counsel. AMERICAN HARVEST: Creditors to Get Proceeds From Liquidation ------------------------------------------------------------ Substantively Consolidated Debtors American Harvest, Inc. ("AHI") and ITC Grain International, Inc., ("ITC GRAIN") filed with the U.S. Bankruptcy Court for the District of Montana an Amended Plan of Liquidation for Small Business under Subchapter V dated July 14, 2022. AHI is a Montana corporation that owns manufacturing equipment located in six buildings on a 33.12 acres site (the "Real Estate") in Sidney, Richland County, Montana. The Sidney real estate where AHI's hemp processing equipment is located is owned by Debtor ITC Grain, a Montana corporation, which is a wholly owned subsidiary of AHI. AHI's Assets consist of machinery and equipment which, according to an equipment appraisal dated November 9, 2021, had a fair market value of $3,201,010, but which had a forced liquidation value of $1,509,350. The Debtors have no ongoing business operations. This is a plan of liquidation. All classes of creditors and equity security holders will be paid from the proceeds of liquidation of the consolidated Debtors' Assets. This Plan of Liquidation proposes to pay creditors of the Debtor from the sale of the Debtor's assets, consisting of the Debtor's hemp fiber and oil extraction equipment and of the Debtor's manufacturing equipment. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 62 cents on the dollar, but the return could be higher. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of the Secured claim of First International Bank and Trust. The secured claim of First International Bank & Trust will be paid from the proceeds of sale or auction of the Real Estate under the terms of this plan with interest from and after the Confirmation Date accruing at the fixed rate of 6.150% per annum, in accordance with the terms of a Stipulation between the Bank, ITC Grain, and AHI, and also in accordance with the terms and conditions set out in any further, future Stipulation between the Bank and the substantively consolidated Debtors, ITC Grain and AHI, that gets filed in these consolidated cases. Class 3A consists of Non-priority unsecured lenders, Ali Ebrahim, YS (John) Piracha, and ITC International Inc. After payment in full of administrative expenses, allowed priority claims (including priority tax claims, if any), and of allowed secured claims from the net proceeds of sale of Debtors' Assets as specified in this Plan, 90% of remaining proceeds of sale of Debtors' Assets will be paid pro rata to the holders of allowed non-priority unsecured claims of Debtors' lenders, Ali Ebrahim, YS Piracha and ITC International, Inc. Class 3B consists of general nonpriority unsecured creditors (including hemp service contractors). After payment in full of administrative expenses, allowed priority claims (including priority tax claims, if any), and of allowed secured claims from the net proceeds of sale of Debtors' Assets as specified in this Plan, 10% of remaining proceeds of sale of Debtors' Assets will be paid pro rata to the holders of allowed general non-priority unsecured claims (including allowed unsecured claims of hemp service contractors). If there are no allowed Class 3B claims, then said 10% of the remaining proceeds of sale of Debtors' Assets shall be paid to holders of class 3A claims until allowed Class 3A claims are paid in full, and thereafter the residual proceeds shall be retained by Debtors, for such distribution or use as the Debtors, in their discretion, decide. Class 4 consists of Equity security holders of the Debtor. The prepetition equity security holders will retain their equity interests after the Confirmation Date. The Debtors shall sell their Assets, and shall apply the net sales proceeds to the Allowed Claims in the order of priority. All sales of Assets shall be deemed to be sales free and clear of liens and interests under 11 U.S.C. § 363(f). Any unpaid, allowed administrative expense claims shall be paid first from the net proceeds of sale of the Debtors' Assets. The "net proceeds" of sale are the gross proceeds of sale less applicable commissions and sales costs. The Debtors anticipate generating sufficient proceeds from these sources to meet all Plan payments, costs and expenses. The Debtors shall market and advertise their Assets, including the Equipment and Real Estate, for sale using one or more professionals or brokers of their choice at a price that the Debtors and their sale professionals or brokers mutually agree should generate buyer interest and whose employment is subject to approval by the Court, no later than the Effective Date and shall keep the Assets continuously offered for sale until the employment of the Auctioneer and such additional time as agreeable with the sale professionals or brokers in consultation with the Debtors, by at on the one hand, and the Auctioneer, on the other hand. A full-text copy of the Liquidating Plan dated July 14, 2022, is available at https://bit.ly/3oclyeb from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Steven M. Johnson, Esq. Church, Harris, Johnson and Williams, P.C. PO Box 1645 Great Falls, MT 59403-1645 Tel: 406-761-3000 Fax: 406-453-2313 About American Harvest American Harvest, Inc. operates an oilseed and grain farming business. The company is based in Sidney, Mont. American Harvest filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-10031) on March 25, 2022, listing up to $10 million in assets and up to $500,000 in liabilities. Gary L. Rainsdon serves as Subchapter V trustee. Judge Benjamin P. Hursh oversees the case. Steven M. Johnson, Esq., at Church, Harris, Johnson and Williams, P.C. serves as the Debtor's legal counsel. APPLIED ENERGETICS: Appoints Chris Donaghey as CFO, COO ------------------------------------------------------- Applied Energetics, Inc. has appointed Chris Donaghey as chief financial officer and chief operating officer, effective Aug. 1, 2022. In this role, Donaghey will lead all aspects of Applied Energetics financial strategy, performance, reporting and long-range business planning, as well as investor relations, treasury, controller, and audit operations. "As we work to advance the capabilities that will serve our customers throughout the 21st century, Chris's leadership will be instrumental to our continued growth and performance," said Dr. Gregory Quarles, president and CEO at Applied Energetics. "Chris is the ideal executive to serve as Applied Energetics CFO and COO given his significant financial management and long-term strategic planning experience in complex global defense and security organizations," said Dr. Quarles. "I have had the pleasure of working with Chris in his advisory role to the Company, and he is an exceptional leader whose broad operational expertise and commitment to driving business results will bring tremendous value to our team. He also brings a wealth of insight and expertise about our industry and customers as we chart the course ahead for success. I look forward to his partnership as we continue to execute on our strategic priorities and deliver long-term value for shareholders." "I am honored to be appointed as CFO and COO at this important time for Applied Energetics," said Donaghey. "I believe deeply in our purpose, technology and strategy and am excited to be working more closely with Greg and the senior leadership team, as we continue to execute on our strategic and financial priorities focused on value-added growth and our commitments to all stakeholders." Brad Adamczyk, executive chairman added, "Recent contract awards and successes in the lab, combined with the proliferation of emerging and improvised threat systems, have created the perfect time to have Chris, with his leadership and vision for the company, join us full time. Chris has worked closely with Greg and Steve McCahon, our chief scientist, since becoming part of our advisory board in 2019, and we have incredible confidence that their combined direction and teamwork will bring many successes to the company." The company and Mr. Donaghey entered into an Executive Employment Agreement, pursuant to which he is to serve for an initial term of four years, with automatic renewal for additional one-year periods thereafter unless either party terminates the agreement. The agreement calls for salary of $350,000 per year, plus standard benefits and eligibility for a bonus at the discretion of the board. The company has also granted Mr. Donaghey additional options to purchase up to 1,000,000 shares of its common stock under its 2018 Incentive Stock Plan, which vest over four years and have an exercise price of $2.36 per share, and Restricted Stock Units representing up to 400,000 shares of the company's common stock which also vest over four years. The Restricted Stock Units are issued pursuant to a Restricted Stock Unit Agreement, dated as of July 13, 2022. Mr. Donaghey forfeited unvested options to purchase up to 950,000 shares of common stock which he had previously received for service on the company's Board of Advisors. About Applied Energetics Headquartered in Tucson, Arizona, Applied Energetics, Inc. -- www.aergs.com -- specializes in the development and manufacture of advanced high-performance lasers, high voltage electronics, advanced optical systems, and integrated guided energy systems for prospective defense, aerospace, industrial, and scientific customers worldwide. Applied Energetics reported a net loss of $5.42 million for the year ended Dec. 31, 2021, a net loss of $3.23 million for the year ended Dec. 31, 2020, and a net loss of $5.56 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $3.75 million in total assets, $2.01 million in total liabilities, and $1.74 million in total stockholders' equity. Las Vegas, NV-based RBSM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2022, citing that the company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, that raises substantial doubt about the Company's ability to continue as a going concern. ASIA PALACE RESTAURANT: Files Chapter 11 Subchapter V Case ---------------------------------------------------------- Asia Palace Restaurant Inc. filed for chapter 11 protection in the District of Nevada. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. According to court filing, Asia Palace Restaurant estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. The Subchapter V trustee can be reached at: Brian Shapiro 510 S. 8th Street Las Vegas, NV 89101 Phone: (702) 386-8600 Email: brian@trusteeshapiro.com About Asia Palace Restaurant Inc. Asia Palace Restaurant Inc. is a restaurant that offers the most fresh Chinese, Japanese, Thai Cuisine for the lowest price. The restaurant is located at 9728 Gilespie Street, Las Vegas, Nevada. Asia Palace Restaurant Inc. filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-12435) on July 14, 2022. In the petition filed by Steven Lee, the Debtor estimated assets up to $50,000 and liabilities between $1 million and $10 million. H Stan Johnson, of COHEN JOHNSON, LLC, is the Debtor's counsel. B.E.C BARAJAS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: B.E.C Barajas Excavating Construction, LLC d/b/a BEC Barajas Excavating d/b/a BEC Excavating 7290 Samuel Dr. #324 Denver, CO 80221 Business Description: The Debtor is part of the utility system construction industry. Chapter 11 Petition Date: July 17, 2022 Court: United States Bankruptcy Court District of Colorado Case No.: 22-12574 Debtor's Counsel: Katharine Sender, Esq. COHEN & COHEN, P.C. 1720 S Bellaire St Ste 205 Denver, CO 80222 Tel: 303-933-4529 Email: ksender@cohenlawyers.com Total Assets: $4,834,092 Total Liabilities: $4,618,845 The petition was signed by Jose A. Barajas as principal. 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/AFEAH3A/BEC_Barajas_Excavating_Construction__cobke-22-12574__0001.0.pdf?mcid=tGE4TAMA BAMC DEVELOPMENT: September 8 Plan Confirmation Hearing Set ----------------------------------------------------------- BAMC Development Holding, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement describing Chapter 11 Plan of Reorganization. On July 14, 2022, Judge Catherine Peek McEwen conditionally approved the Disclosure Statement and ordered that: * September 8, 2022 at 2:30 p.m. in Tampa, FL − Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is the hearing on confirmation of the Plan. * Any written objections to the Disclosure Statement shall be filed no later than seven days prior to the date of the hearing on confirmation. * Parties in interest shall submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. * Objections to confirmation shall be filed no later than seven days before the date of the Confirmation Hearing. A full-text copy of the order dated July 14, 2022, is available at https://bit.ly/3AWd3vA from PacerMonitor.com at no charge. Attorney for Debtor: Leon A. Williamson, Jr., Esq. Law Office of Leon A. Williamson, Jr., P. A. 306 South Plant Ave., Suite B Tampa, FL 33606 Tel: (813) 253-3109 Fax: (813) 253-3215 Email: Leon@LwilliamsonLaw.com About BAMC Development Holding, LLC BAMC Development Holding, LLC is a Florida limited liability company that owns in fee simple a parcel of real property located at 212 South Fremont Ave. in Tampa, Florida. The Property is partially leased to a bar/cafe for parking and is sub-leased for residential purposes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01487) on April 31, 2022. In the petition signed by Thomas Ortiz, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Catherine Peek McEwen oversees the case. Leon Williamson, Esq., at Law Office of Leon A. Williamson, Jr., P.A. is the Debtor's counsel. BCP RAPTOR II: Fitch Affirms & Withdraws 'B' IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed and withdrawn BCP Raptor II, LLC's (CAPMID) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Rating Outlook. Additionally, Fitch has affirmed and withdrawn CAPMID's senior secured term loan B at 'B+'/'RR3'. On June 8, 2022, Kinetik Holdings LP (BB+/Positive) completed its refinancing plan and will use the net proceeds to repay and retire all existing consolidated debt facilities including CAPMID's outstanding term loan. Fitch is withdrawing the Ratings of CAPMID following the previously announced business combination between its parent BCP Raptor Holdco LP and Altus Midstream Company to form Kinetik Holdings LP. Accordingly, Fitch Ratings will no longer provide ratings or analytical coverage for CAPMID. KEY RATING DRIVERS Key rating drivers are no longer relevant given rating withdrawal. DERIVATION SUMMARY Rating Derivation Relative to Peers are no longer relevant given rating withdrawal. KEY ASSUMPTIONS Not applicable going forward as the rating is being withdrawn. RATING SENSITIVITIES Rating sensitivities are no longer relevant given rating 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 Liquidity and Debt Structure is no longer relevant given rating withdrawal. ISSUER PROFILE CAPMID gathers and processes natural gas, gathers crude oil and gathers and disposes of water in West Texas. ESG CONSIDERATIONS BCP Raptor, LLC has an ESG Relevance Score of '4' for Complexity. In addition, the company has an ESG relevance score of '4' for Group Structure and Financial Transparency, as private-equity backed midstream entities typically have less structural and financial disclosure transparency compared to publicly traded issuers. This topic has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Additionally, group structure considerations have elevated scope in the presence of related party transactions (albeit small and arms-length) between affiliated rated companies. 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. Following the withdrawal of ratings for BCPRAP, Fitch will no longer be providing the associated ESG Relevance Scores. DEBT RATING RECOVERY PRIOR ---- ------ -------- ----- BCP Raptor II, LT IDR B Affirmed B LLC LT IDR WD Withdrawn B senior secured LT B+ Affirmed RR3 B+ senior secured LT WD Withdrawn B+ BED BATH & BEYOND: All Three Proposals Passed at Annual Meeting --------------------------------------------------------------- At the Annual Meeting of Shareholders of Bed Bath & Beyond Inc., the stockholders: (1) elected Harriet Edelman, Marjorie Bowen, Sue E. Gove, Jeffrey A. Kirwan, Shelly Lombard, Benjamin Rosenzweig, Joshua E. Schechter, Minesh Shah, Andrea M. Weiss, and Ann Yerger as directors for terms expiring in 2023; (2) ratified the appointment of KPMG LLP as the Company's independent auditors for the 2022 fiscal year; and (3) approved, by non-binding vote, the 2021 compensation paid to the Company's named executive officers. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, a net loss of $613.82 million for the year ended Feb. 29, 2020, and a net loss of $137.22 million for the year ended March 2, 2019. As of May 28, 2022, the Company had $4.94 billion in total assets, $5.16 billion in total liabilities, and a total stockholders' deficit of $220.30 million. BERWICK CLINIC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Berwick Clinic Company, LLC 3637 Lahser Rd Bloomfield Hills, MI 48304 Business Description: The Debtor operates a health care business. Chapter 11 Petition Date: July 18, 2022 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 22-45589 Judge: Hon. Lisa S. Gretchko Debtor's Counsel: Robert Bassel, Esq. Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Priyam Sharma as principal. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QXEX3WI/Berwick_Clinic_Company_LLC__miebke-22-45589__0001.0.pdf?mcid=tGE4TAMA BETTER 4 YOU BREAKFAST: Has Cash Collateral Access Thru July 20 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, approved the Eighth Extension Stipulation between Better 4 You Breakfast, Inc. and Valley National Bank, successor by merger to Bank Leumi USA, authorizing the Debtor to use cash collateral on an interim basis through July 20, 2022, in the amounts and at the times specified in, and strictly in compliance with, the revised budget. The Debtor requires the use of cash collateral to continue operations and administer and preserve the value of its estate until the anticipated sale of the Debtor's business. The Court said all other terms and conditions set forth in the previous Interim Orders are expressly reaffirmed and will continue in full force and effect and Valley National will continue to be entitled to all of the same rights, liens, priorities and protections provided for under the Interim Orders and Loan Documents. The terms and provisions of the Order will be valid and binding upon Debtor, all creditors of Debtor and all other parties-in-interest from and after the date of the entry of the Order by the Court, will continue in full force and effect, and will survive entry of any such other order, including without limitation, any order converting one or more of the Cases to any other chapter under the Bankruptcy Code, or dismissing one or more of the Cases. A copy of the order and the Debtor's budget is available at https://bit.ly/3cjhMx3 from PacerMonitor.com. The Debtor projects $432,000 in total receipts and $221,000 in total disbursements for the week ending July 20, 2022. About Better 4 You Breakfast Better 4 You Breakfast, Inc. is a school meal vendor based in Los Angeles, Calif. Better 4 You Breakfast sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10994) on Feb. 24, 2022, listing as much as $50 million in both assets and liabilities. Fernando Castillo, president, signed the petition. Judge Sheri Bluebond oversees the case. Daniel A. Tilem, Esq., at the Law Offices of David A. Tilem and James Wong, a principal at Armory Consulting Co., serve as the Debtor's legal counsel and chief restructuring officer, respectively. The U.S. Trustee for Region 16 appointed an official committee of unsecured creditors on April 18, 2022. The committee is represented by Brinkman Law Group, PC. BLUE JAY: Unsecureds to Get Share of Disposable Income for 5 Years ------------------------------------------------------------------ Blue Jay Communications, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Plan of Reorganization under Subchapter V dated July 14, 2022. Blue Jay Communications is an installer of commercial telecommunication and network infrastructure throughout the Midwest with a particular concentration in Northern Ohio, Wisconsin, southern Michigan, and Illinois. The Debtor has been funded by a combination of supplier credit, debt financing from Huntington National Bank ("HNB") guaranteed by the Small Business Administration, 9 so-called merchant cash advance ("MCA") lenders, and individual loans and leases for particular vehicles and pieces of equipment. The COVID epidemic severely impacted the Debtor's revenue and even though the Debtor received assistance during this period in the form of PPP loans, the Debtor began to experience a rapid increase in orders from its customers addressing their own back log of work that was postponed due to the COVID 19 pandemic. The attempts of certain MCA Lenders to seize the Debtor's accounts receivable led to the filing of this bankruptcy case. The Debtor's financial projections prepared by Newpoint show that the Debtor will have total projected disposable income for the 5-year period (set forth on Exhibit B as the Cumulative Net Cash Flow) of $9,881,990 (the "Projected Disposable Income"). Regardless of the Projected Disposable Income, the Debtor will only pay the Disposable Income actually generated from its operations in full satisfaction of all Claims. The final Plan payment is expected to be paid 60 months after the Distribution Date of this Plan or when all Claims have been Allowed. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from the future actual disposable income of the Reorganized Debtor. Creditors holding Allowed Claims in Classes 1, 2, 3, 4, 5, 6, 7 and 8 will receive Distributions which the Debtor has estimated to be approximately 100 cents on the dollar during the term of this Plan. Class 9 will also receive approximately 100% of their Allowed Claims over the term of their remaining agreements with the Debtor. This Plan provides for full payment of administrative expenses and priority claims. Class 8 consists of the Allowed Unsecured Claims of Creditors that are owed less than $1,000.00 as of the Petition Date. The Debtor estimates that there are 35 holders of Allowed Unsecured Claims who have a total of $16,269.59 in Allowed Claims in this class. Allowed Claims in this class will be paid by the Reorganized Debtor in full in cash on the Distribution Date. Class 9 consists of General Unsecured Claims. The Debtor estimates that are 64 holders of Allowed Unsecured Claims who have approximately $1,300,000.00 in Allowed Claims in this class as of the Petition Date. Allowed Claims in this class shall receive a pro rata share of 50% of the Debtor's actual Disposable Income from the Reorganized Debtor commencing on the first business day after the last calendar quarter in which the payment of Administrative Expenses and Priority Tax Claims, and in which Classes 1, 5, 6, 7 through and 8 are paid in full occurs. Allowed Claims in this class will receive a quarterly pro rata Distribution from the Reorganized Debtor and in each calendar quarter thereafter until paid in full or the Plan reaches 5 years from the Distribution Date. No interest shall accrue on any Claims in this Class. Class 10 consists of the Allowed Unsecured Claims of John Houlihan other than equity claims. These claims total $294,712.34. Mr. Houlihan's unsecured claims will be paid in full once all allowed claims in Classes 1, and 3 through 8 have been paid in full, and so long as payments to Class 2 are current and after all payments due to Class 9 have been made. Class 11 consists of the outstanding stock issued by the Debtor, all of which is owned by John Houlihan. Confirmation of this Plan shall cause all prepetition stock issued by the Debtor to be revested in and retained Mr. Houlihan as of the Petition Date and shall subject to and based upon the terms and conditions as they existed on the Petition Date including under any Articles of Incorporation, By-Laws, and other duly executed corporate documents. The Plan will be implemented and funded through the future business operations of the Reorganized Debtor. As a part of its reorganization, the Debtor does not contemplate the sale of any assets, however assets may be sold to the extent that it is later determined they are no longer of value to the Reorganized Debtor's business operation or their useful life for the Reorganized Debtor has expired. A full-text copy of the Plan of Reorganization dated July 14, 2022, is available at https://bit.ly/3IWkDZ1 from PacerMonitor.com at no charge. About Blue Jay Communications Blue Jay Communications, Inc. installs telecommunication and network infrastructure throughout the Midwest with a particular concentration in northern Ohio, southern Michigan, and Illinois. It currently has offices in Cleveland, Marion, Toledo, and Youngstown, Ohio, and St. Charles, Ill. The company serves major telecommunications companies as its clients. Blue Jay Communications filed a petition for Chapter 11 protection (Bankr. N.D. Ohio Case No. 21-31915) on Nov. 9, 2021, disclosing $5,145,458 in assets and $7,618,110 in liabilities. John F. Houlihan, president, signed the petition. Judge Mary Ann Whipple oversees the case. The Debtor tapped Frederic P. Schwieg, Esq. at Frederic P Schwieg Attorney at Law as bankruptcy counsel and Gino Pulito, Esq., at Pulito and Associates, LLC as special counsel. Pease & Associates, LLC and Newpoint Advisors Corporation serve as the Debtor's accountant and financial advisor, respectively. BOMBARDIER INC: Moody's Hikes CFR & Senior Unsecured Notes to B3 ---------------------------------------------------------------- Moody's Investors Service upgraded Bombardier Inc.'s corporate family rating to B3 from Caa1, its probability of default rating to B3-PD from Caa1-PD and senior unsecured notes rating to B3 from Caa1. Moody's also upgraded the company's Speculative Grade Liquidity Rating ("SGL") to SGL-2 from SGL-3. The outlook is stable. "The upgrade reflects Bombardier's continued progress in reducing debt with $773 million of notional repayments made year to date and its improved financial performance that includes increased earnings, and positive free cash flow" said Jamie Koutsoukis, Moody's analyst. Upgrades: Issuer: Bombardier Inc. Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD4) from Caa1 (LGD4) Issuer: Connecticut Development Authority Senior Unsecured Revenue Bonds, Upgraded to B3 (LGD4) from Caa1 (LGD4) Outlook Actions: Issuer: Bombardier Inc. Outlook, Remains Stable RATINGS RATIONALE Bombardier continues to demonstrate improvement in its operations while partially addressing its capital structure. The company has generated positive free cash flow in each quarter since June 2021, and its adjusted EBITDA margin has increased to 14.6% in Q1 2022 compared to 9% during the same period one year ago. Revenue visibility has improved and book to bill was 2.5x in Q1 2022. Additionally, Bombardier continues to repay debt, repaying more than $750 million year to date in 2022. Bombardier is constrained by 1) high leverage (9.9x at Q1 2022), 2) high fixed charges of about $800 million per year (interest and capital expenditures) that constrain the company's free cash flow, 3) its participation in the cyclical business jet market which has a number of strong competitors, and 4) a significant maturity schedule with $5.8 billion due between December 2024 through to February 2028. Bombardier benefits from 1) good liquidity over the next year, 2) significant scale, 3) a strong market position within the business jet market, and 4) a $13.5 billion backlog. Bombardier has good liquidity over the next year (SGL-2), with about $1.3 billion of available liquidity sources versus about $200 million of uses. Sources are cash of about $1.1 billion at Q1/22 (profoma its $350 million debt tender in June 2022) and about $160 million in free cash flow through to June 2023. Bombardier has no maturities over the next 12 months. Uses are about $200 million of financial liabilities (excluding term debt but including items such as lease liabilities, liabilities related to various divestitures and government refundable advances). Bombardier doesn't have access to a revolving credit facility. . The stable outlook reflects the expectation that Bombardier will continue to be cash flow generative and Moody's expectation of an improvement in performance and leverage in 2022 and 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Bombardier does not address its refinancing needs well in advance of maturity dates, or concerns are developed regarding the adequacy of the company's liquidity. Quantitatively, the rating could also be downgrade if leverage is expected to be sustained above 8x (debt to EBITDA). Factors that could lead to an upgrade include less debt with adjusted financial leverage below 6x (debt to EBITDA) and continued sustainable free cash flow generation. Bombardier has a dual class share structure by where the founding family has 50.9% of the voting rights through a special class of stock carrying 10 votes a share. The same group also has four of the company's 14 board seats, despite owning just 12.2% of the equity. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. Headquartered in Montreal, Quebec, Canada, Bombardier Inc. is a manufacturer of business jets. Revenues in 2021 were $6.1 billion. BRAZOS ELECTRIC: Shifts Focus to Talks With Low-Ranking Creditors ----------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Brazos Electric Power Cooperative has paused its lawsuit against Texas' grid operator indefinitely, as it shifts focus to garnering support from its low-ranking creditor group for a proposed settlement and bankruptcy exit plan. The Electric Reliability Council of Texas, the Public Utility Commission of Texas and Brazos's member cooperatives are all supportive of a proposed settlement that would resolve the battle between the company and the grid operator as well as chart a path for Brazos to exit bankruptcy, Lou Strubeck, a lawyer for Brazos, said in a bankruptcy court hearing Wednesday, July 13, 2022. About Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Brazos Electric filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the case. The Debtor tapped Norton Rose Fulbright US, LLP as bankruptcy counsel, Foley & Lardner LLP and Eversheds Sutherland US LLP as special counsel, Collet & Associates LLC as investment banker, and Berkeley Research Group, LLC as financial advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West & Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC serve as special litigation counsel. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's case on March 15, 2021. The committee is represented by the law firms of Porter Hedges, LLP and Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and Lazard Freres & Co. LLC serve as the committee's financial advisor and investment banker, respectively. C & M ELECTRICAL: Family Business Seeks Chapter 11 Protection ------------------------------------------------------------- C & M Electrical Contractors Inc. filed for chapter 11 protection in the Northern District of Georgia. C&M Electrical is a multi-generational family commercial and industrial electrical and mechanical contracting business that has been operating successfully in Georgia for over 32 years. C&M Electrical is owned by R. Cody Esco, who took over the family business in April 2019. At that time, C&M Electrical had 6 full-time employees and was growing. Unfortunately, a series of events would put C&M Electrical in a position where just a few years later, it would begin struggling to pay its bills in a timely manner. Shortly after Cody took over the family business, with an eye toward continued growth, C&M Electrical hired an estimator/salesperson who made grand promises regarding his ability to help C&M Electrical secure new projects and grow its business. While this new employee did bring in new business, unfortunately his bids were so low that many of the C&M Electrical's new projects were unprofitable. But that was not the worst of the C&M Electrical's employee issues. C&M Electrical was the victim of a massive employee theft in February 2021. One of its main electricians, who was overseeing a large $1.3 million project in Augusta, stole approximately $160,000 in copper wire from C&M Electrical and sold it for scrap. Police reports were filed, and warrants were issued, but the thief remains at large. C&M Electrical filed an insurance claim but was reimbursed less than a third of the amount stolen. On top of its employee issues, C&M Electrical has been significantly impacted by supply shortages and massive price increases since the onset of the COVID-19 pandemic. As a commercial contractor, C&M Electrical bids projects based on assumptions regarding materials costs, and once the bid is accepted, C&M Electrical cannot increase its contract price even if its costs rise. For example, the cost of copper wire has nearly doubled in the last two years. For most contracts that were bid over six months prior to ordering materials, C&M Electrical has lost money on those jobs because prices increased so dramatically over the course of just a few months. Due to this series of events, C&M Electrical began to have cash flow challenges and began to fall behind on paying its debts as they came due. C&M Electrical operates a machine shop on property owned by Esco Rental. The owners of Esco Rental are Mary Lee Esco and Richard W. Esco, who are Cody's grandmother and father, respectively. C&M Electrical pays rent to Esco Rental in a pass-through fashion, covering Esco Rental's costs, including servicing the debt secured by the property. Esco Rental has no other sources of income. Accordingly, C&M Electrical's cash flow struggles puts Esco Rental's ability to service its own debt obligations in jeopardy as well. By filing for chapter 11, the Debtors hope to obtain a breathing spell to improve their cash flow and reorganize. According to court documents, C & M Electrical Contractors estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About C & M Electrical Contractors C & M Electrical Contractors Inc. -- https://www.cmemp.com/ -- has a strong team of professional electrical contractors and mechanical personnel that provide industrial, commercial, and agricultural contractor services and cost-efficient solutions for 30 years. C & M Electrical Contractors Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20649) on July 14, 2022. In the petition filed by Richard Cody Esco, as sole shareholder, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Benjamin R Keck, of Keck Legal, LLC, is the Debtor's counsel. C & M ELECTRICAL: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ C & M Electrical Contractors, Inc. and Esco Rental, LLC ask the U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, for authority to use cash collateral and provide adequate protection. The Debtors propose to use Cash Collateral for general operational and administrative expenses as set forth in the Budgets. The expenses incurred by the Debtors and for which cash collateral will be used will all be incurred in the normal and ordinary course of operating their businesses. Shortly after R. Cody Esco took over the family business, with an eye toward continued growth, C&M Electrical hired an estimator/salesperson who made grand promises regarding his ability to help C&M Electrical secure new projects and grow its business. While this new employee did bring in new business, unfortunately his bids were so low that many of C&M Electrical's new projects were unprofitable. C&M Electrical also was the victim of a massive employee theft in February 2021. One of its main electricians, who was overseeing a $1.3 million project in Augusta, stole approximately $160,000 in copper wire from C&M Electrical and sold it for scrap. Police reports were filed, and warrants were issued, but the thief remains at large. C&M Electrical filed an insurance claim but was reimbursed less than a third of the amount stolen. C&M Electrical also has been significantly impacted by supply shortages and massive price increases since the onset of the COVID-19 pandemic. As a commercial contractor, C&M Electrical bids projects based on assumptions regarding materials costs, and once the bid is accepted, C&M Electrical cannot increase its contract price even if its costs rise. For example, the cost of copper wire has nearly doubled in the last two years. For most contracts that were bid over six months prior to ordering materials, C&M Electrical has lost money on those jobs because prices increased so dramatically over the course of just a few months. Due to this series of events, C&M Electrical began to have cash flow challenges and began to fall behind on paying its debts as they came due. Esco Rental is a borrower on two loans with South State Bank, which asserts security interests in certain of the Debtors' real and personal property. The first loan is a Variable Rate Nondisclosable Revolving Line of Credit Loan dated July 23, 2021, loan number xxx9167, with an original principal amount of $250,000. The Debtors believe the approximate outstanding balance on the Line of Credit as of the Petition Date is about $247,000. The second loan is a Fixed Rate Nondisclosable Loan dated July 23, 2021, loan number xxx3802, with an original principal amount of $200,000. The Debtors believe the approximate outstanding balance on the Term Loan as of the Petition Date is about $170,000. The Lender has filed a security deed with respect to the real property owned by Esco Rental, and it appears the Lender may have been granted an assignment of rents under the operable loan documents. On July 27, 2021, the Lender filed UCC-1 financing statement number 095-2021-000220 indicating that the Lender holds a security interest in all of Esco Rental's accounts and other rights to payment. In connection with the Line of Credit and the Term Loan, C&M Electrical executed a Corporate Guaranty dated July 23, 2021 and a Commercial Security Agreement July 23, 2021 in which it agreed to guaranty those loans and granted a security interest in its accounts receivable to South State Bank. Previously, on September 16, 2014, the Lender filed UCC-1 financing statement number 068-2014-000575 indicating that it held a security interest in all of C&M Electrical's accounts receivable. The Lender filed continuation statement number 068-2019-000500 on August 30, 2019 with respect to this alleged security interest. As adequate protection, the Debtors propose to grant the Lender replacement liens in post-petition collateral of the same kind, extent, and priority as the liens existing pre-petition, except that the Adequate Protection Liens will not extend to the proceeds of any avoidance actions received by the Debtors or the estate pursuant to chapter 5 of the Bankruptcy Code. A copy of the motion and the Debtor's 13-week budget through October 10, 2022, is available at https://bit.ly/3IG1uKQ from PacerMonitor.com. The budget provides for total outflows, on a weekly basis, as follows: $14,300 for the week beginning July 18, 2022; $41,900 for the week beginning July 18, 2022; $32,097 for the week beginning July 18, 2022; $27,250 for the week beginning July 18, 2022; $23,900 for the week beginning July 18, 2022; $41,900 for the week beginning July 18, 2022; $24,900 for the week beginning July 18, 2022; $35,447 for the week beginning July 18, 2022; $34,309 for the week beginning July 18, 2022; $23,900 for the week beginning July 18, 2022; $39,900 for the week beginning July 18, 2022; $35,447 for the week beginning July 18, 2022; $23,900 for the week beginning July 18, 2022; About C & M Electrical Contractors, Inc. C & M Electrical Contractors, Inc. provides a complete range of electrical and mechanical solutions for the governmental, industrial, commercial, & agricultural sectors. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20649) on July 14, 2022. In the petition signed by Richard Cody Esco, sole shareholder, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge James R. Sacca oversees the case. Benjamn Keck, Esq., at Keck Legal, LLC is the Debtor's counsel. CALAMP CORP: Signs $50 Million Credit Facility With PNC Bank ------------------------------------------------------------ CalAmp Corp. and two of its domestic subsidiaries, CalAmp Wireless Networks Corporation and Synovia Solutions, LLC, entered into a Revolving Credit and Security Agreement on July 13, 2022, with PNC Bank, N.A., as lender and administrative agent. The Credit Agreement provides for an asset-based senior secured revolving credit facility under which the Borrowers may borrow up to an aggregate of $50.0 million, subject to certain conditions, including borrowing base provisions that limit borrowing capacity to 80% of eligible accounts receivable and 50% of eligible inventory, each as set forth in further detail in the Credit Agreement. The Credit Facility will terminate, and all outstanding loans will become due and payable on the earlier of July 13, 2025 and the date that is ninety days prior to the maturity date of the Company's convertible senior unsecured notes due in 2025. The proceeds of loans made under the Credit Agreement may be used for working capital and general corporate purposes, which could include acquisitions. Loans under the Credit Agreement bear interest based on, at the Borrowers' option, the Bloomberg Short-Term Bank Yield rate plus a margin of 2.50% per annum or an alternate base rate plus a margin of 1.50% per annum. During the term of the Credit Facility, the Borrowers will pay an unused line fee ranging from 0.50% to 0.75% per annum, depending on the level of borrowings, payable quarterly in arrears. Amounts owing under the Credit Facility are guaranteed by the Borrowers and secured by substantially all of the assets of the Borrowers. The Credit Agreement contains customary affirmative covenants, including financial statement reporting requirements, and customary negative covenants that limit the ability of the Company and its subsidiaries to, among other things, pay dividends, incur debt, create liens and encumbrances, acquire, merge, consolidate with or into another person or entity, make investments and redeem or repurchase stock. The Credit Agreement also contains a financial covenant requiring that the Company maintain a fixed charge coverage ratio, as defined, of not less than 1.10 to 1.00, measured as of the last day of each fiscal quarter if the Company's liquidity position, consisting of specified cash balances plus unused availability on the Credit Facility, falls below $40.0 million on such day. Additionally, the Credit Agreement contains a cash dominion trigger whereby PNC Bank may direct domestic cash balances and receipts to pay down borrowings under the Credit Facility should the Company's liquidity position, consisting of specified cash balances plus unused availability on the Credit Facility, fall below $25.0 million at the end of any month. The Credit Agreement contains customary events of default, such as the failure to pay obligations when due, initiation of bankruptcy or insolvency proceedings, defaults on certain other indebtedness, change of control or breach of representations and warranties or covenants. Upon an event of default, the lenders may require the immediate payment of all amounts outstanding and foreclose on collateral. About CalAmp CalAmp Corp. is a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. It solves complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, and consumer vehicles by providing solutions that track, monitor, and recover their vital assets. The data and insights enabled by CalAmp solutions provide real-time visibility into a user's vehicles, assets, drivers, and cargo, giving organizations greater understanding and control of their operations. Ultimately, these insights drive operational visibility, safety, efficiency, maintenance, and sustainability for organizations around the world. Calamp reported a net loss of $27.99 million for the year ended Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb. 28, 2021, and a net loss of $79.30 million for the year ended Feb. 29, 2020. As of May 31, 2022, the Company had $374.79 million in total assets, $346.20 million in total liabilities, and $28.59 million in total stockholders' equity. CAPSTONE GREEN: Incurs $20.2 Million Net Loss in FY Ended March 31 ------------------------------------------------------------------ Capstone Green Energy Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $20.21 million on $69.65 million of total revenue for the year ended March 31, 2022, compared to a net loss of $18.39 million on $67.64 million of total revenue for the year ended March 31, 2021. As of March 31, 2022, the Company had $100.77 million in total assets, $95.36 million in total liabilities, and $5.41 million in total stockholders' equity. Capstone Green stated, "Our cash requirements depend on many factors, including the execution of our business strategy and plan. Our cash and cash equivalents balances decreased $27.0 million during Fiscal 2022, compared to an increase of $34.4 million during Fiscal 2021. The decrease in cash and cash equivalents during Fiscal 2022 compared to the increase in cash and cash equivalents during Fiscal 2021 was due to an increase in cash used in operating activities, as well as an increase in inventory to continue to produce product despite supply chain challenges and the intentional slowdown of incoming material in Fiscal 2021 due to the COVID-19 pandemic and delays in accounts receivable collections primarily related to the COVID-19 pandemic in the current period. Cash used in investing activities was primarily to continue the expansion of the rental fleet, which was partially offset by cash provided by financing activities from the issuance of Common Stock through our June 2021 Common Stock offering and our at-the-market offering program." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1009759/000155837022010690/cgrn-20220331x10k.htm About Capstone Energy Capstone Green Energy Corporation is a provider of customized microgrid solutions and on-site energy technology systems focused on helping customers around the globe meet their environmental, energy savings, and resiliency goals. In April 2021, the Company added additional products to its portfolio and shifted its focus to four key business lines. Capstone reported a net loss of $21.90 million for the year ended March 31, 2020, and a net loss of $16.66 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $65.75 million in total assets, $56.90 million in total liabilities, and $8.85 million in total stockholders' equity. CAREVIEW COMMUNICATIONS: HealthCor Investors Have 38.4% Stake ------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of CareView Communications, Inc. as of July 12, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- HealthCor Management, L.P. 21,890,263 13.6% HealthCor Associates, LLC 21,890,263 13.6% HealthCor Hybrid Offshore Master Fund, L.P. 21,890,263 13.6% HealthCor Hybrid Offshore GP, LLC 21,890,263 13.6% HealthCor Group, LLC 21,890,263 13.6% HealthCor Partners Management, L.P. 23,983,052 14.7% HealthCor Partners Management GP, LLC 23,983,052 14.7% HealthCor Partners Fund, L.P. 23,983,052 14.7% HealthCor Partners L.P. 23,983,052 14.7% HealthCor Partners GP, LLC 23,983,052 14.7% Jeffrey C. Lightcap 58,100,550 29.4% Arthur Cohen 49,859,196 26.3% Joseph Healey 48,810,712 25.9% Collectively, the Reporting Persons beneficially own an aggregate of 86,914,091 shares of Common Stock, representing (i) 12,633,454 shares of Common Stock that may be acquired upon conversion of the Thirteenth Amendment Notes (including interest paid in kind through Dec. 31, 2021), (ii) 2,302,971 shares of Common Stock that may be acquired upon conversion of the Twelfth Amendment Notes (including interest paid in kind through Dec. 31, 2021), (iii) 7,659,596 shares of Common Stock that may be acquired upon conversion of the Tenth Amendment Notes (including interest paid in kind through Dec. 31, 2021), (iv) 8,032,014 shares of Common Stock that may be acquired upon conversion of the 2018 Notes (including interest paid in kind through Dec. 31, 2021), (v) 13,329,493 shares of Common Stock that may be acquired upon conversion of the 2015 Notes (including interest paid in kind through Dec. 31, 2021), (vi) 30,977,654 shares of Common Stock that may be acquired upon conversion of the 2014 Notes (including interest paid in kind through Dec. 31, 2021), (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 38.4% 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/1377149/000110465922080189/tm2220983d1_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. CARVANA CO: Luxor Capital Investors Hold 5.9% of Class A Shares --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of Class A common stock of Carvana Co. as of July 5, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Luxor Capital Partners, LP 3,229,785 3.1% Luxor Capital Partners Offshore Master Fund, LP 2,140,744 2.0% Luxor Capital Partners Offshore, Ltd. 2,140,744 2.0% Luxor Gibraltar, LP - Series I 128,320 Less Than 1% Luxor Capital Partners Long Offshore Master Fund, LP 5,372 Less Than 1% Luxor Capital Partners Long Offshore, Ltd. 5,372 Less Than 1% Luxor Wavefront, LP 686,134 Less Than 1% LCG Holdings, LLC 6,190,355 5.9% Luxor Capital Group, LP 6,190,355 5.9% Luxor Management, LLC 6,190,355 5.9% Christian Leone 6,190,355 5.9% As of the close of business on July 5, 2022, the Reporting Persons may be deemed to have beneficially owned 6,190,355 shares of the Issuer's Class A Common Stock or 5.9% of the Issuer's Class A Common Stock outstanding, which percentage was calculated based on 105,743,879 shares of the Issuer's Class A Common Stock outstanding as of May 6, 2022, as per the information reported in the Issuer's Form 10-Q filed May 10, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1690820/000101359422000523/carvana13g-071422.htm About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. The Company is transforming the used car buying and selling experience by giving consumers what they want -- a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Carvana Co. reported a net loss of $287 million in 2021, a net loss of $462 million in 2020, a net loss of $365 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of March 31, 2022, the Company had $7.59 billion in total assets, $7.53 billion in total liabilities, and $52 million in total stockholders' equity. * * * As reported by the TCR on April 27, 2022, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Carvana Co. S&P said, "The affirmation and positive outlook reflect our expectation that the company's margins will slowly recover from issues in early 2022 and that the acquisition will support Carvana's growth strategy to leverage an enhanced physical footprint, though it will delay its path to positive free operating cash flow (FOCF)." In April 2022, Moody's Investors Service downgraded Carvana Co.'s, corporate family rating to Caa1 from B3. Moody's said the downgrade reflects Carvana's very weak credit metrics, persistent lack of profitability and negative free cash flow generation which Moody's expect to continue as the company embarks on building out, adequately staffing and ramping up acquired sites and existing locations to where they are cash flow positive on a sustained basis. The downgrade also reflects governance considerations particularly Carvana's financial policies which support its external floor plan facilities going current despite the expectation for significant negative free cash flow as well as its decision to finance the ADESA acquisition partially with debt despite its very high leverage. CARVER BANCORP: Incurs $847K Net Loss in FY Ended March 31 ---------------------------------------------------------- Carver Bancorp, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $847,000 on $22.87 million of total interest income for the year ended March 31, 2022, compared to a net loss of $3.90 million on $20.31 million of total interest income for the year ended March 31, 2021. As of March 31, 2022, the Company had $735.31 million in total assets, $680.23 million in total liabilities, and $55.09 million in total equity. Carver Bancorp said, "Management believes Carver Federal's short-term assets have sufficient liquidity to cover loan demand, potential fluctuations in deposit accounts and to meet other anticipated cash requirements, including interest payments on our subordinated debt securities. Additionally, Carver Federal has other sources of liquidity including the ability to borrow from the Federal Home Loan Bank of New York ("FHLB-NY") utilizing unpledged mortgage-backed securities and certain mortgage loans, the sale of available-for-sale securities and the sale of certain mortgage loans. Net borrowings decreased $21.3 million during fiscal year 2022 as the Bank paid down $23.7 million of its PPP liquidity facility ("PPPLF") at the Federal Reserve. The Bank had no advances outstanding from the FHLB-NY at March 31, 2022. At March 31, 2022, based on available collateral held at the FHLB-NY, Carver Federal had the ability to borrow an additional $50.0 million on a secured basis, utilizing mortgage-related loans and securities as collateral. The Bank has the ability to pledge additional loans as collateral in order to borrow up to 30% of its total assets. The Company also had $13.4 million in long-term subordinated debt securities and added $2.5 million in low interest loans during fiscal year 2022. "The Bank's most liquid assets are cash and short-term investments. The level of these assets is dependent on the Bank's operating, investing and financing activities during any given period. At March 31, 2022 and 2021, assets qualifying for short-term liquidity, including cash and cash equivalents, totaled $61.0 million and $75.6 million, respectively. "In 2021, we entered into a sales agreement with an agent to sell, from time to time, our common stock having an aggregate offering price of up to $20.0 million, in an "at the market offering." As of March 31, 2022, we have sold an aggregate of 397,367 shares of our common stock pursuant to the terms of such sales agreement, for aggregate gross proceeds of approximately $3.1 million. Aggregate net proceeds received were approximately $3.0 million, after deducting expenses and commissions paid to the placement agent. The most significant potential liquidity challenge the Bank faces is variability in its cash flows as a result of mortgage refinance activity. When mortgage interest rates decline, customers’ refinance activities tend to accelerate, causing the cash flow from both the mortgage loan portfolio and the mortgage-backed securities portfolio to accelerate. In contrast, when mortgage interest rates increase, refinance activities tend to slow, causing a reduction of liquidity. However, in a rising rate environment, customers generally tend to prefer fixed rate mortgage loan products over variable rate products. Carver Federal is also at risk to deposit outflows due to a competitive interest rate environment." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1016178/000101617822000012/carv-20220331.htm About Carver Bancorp Headquartered in New York, Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a federally chartered savings bank. The Company conducts business as a unitary savings and loan holding company, and the principal business of the Company consists of the operation of its wholly-owned subsidiary, Carver Federal. Carver Federal was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. The Bank remains headquartered in Harlem, and predominantly all of its seven branches and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Carver Bancorp reported a net loss of $5.42 million for the year ended March 31, 2020, and a net loss of $5.94 million for the year ended March 31, 2019. As of Dec. 31, 2021, the Company had $722.81 million in total assets, $665.11 million in total liabilities, and $57.70 million in total equity. CELSIUS NETWORK: May Sell Its Assets, Discloses $1.19 Bil. Deficit ------------------------------------------------------------------ Yueqi Yang of Bloomberg News reports that bankrupt cryptocurrency lender Celsius Network Ltd. disclosed more details on its collapse, including that it has a $1.19 billion deficit on its balance sheet. The platform held about $4.3 billion of assets against $5.5 billion of liabilities as of Wednesday, according to a court filing. It suffered from a series of unexpected losses, including losing 35,000 of Ether tokens due to the misplacement of "keys" by its staking service provider StakeHound. "The amount of digital assets on the company's platform grew faster than the company was prepared to deploy," Chief Executive Officer Alex Mashinsky said in a sworn declaration. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtor estimated assets and liabilities between $1 billion and $10 billion. Joshua A. Sussberg, of Kirkland & Ellis LLP, is serving as legal counsel, Centerview Partners is serving as financial advisor, and Alvarez & Marsal is serving as restructuring advisor. Kirkland & Ellis LLP is serving as legal counsel, Centerview Partners is serving as financial advisor, and Alvarez & Marsal is serving as restructuring advisor to Celsius. Stretto, the claims agent, maintain the page https://cases.stretto.com/celsius CENTER ETHANOL: Files for Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Center Ethanol Company LLC filed for chapter 11 protection in the Eastern District of Missouri. To minimize the interruption to its business caused by the Chapter 11 filing, the Debtor filed an expedited motion to pay wages owed to its employees. The Debtor has two employees -- Cara Brda, who is full time, and Seth Beckham, who is part-time. According to court filing, Center Ethanol estimates between 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About Center Ethanol Company Center Ethanol Company LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Miss. Case No. 22-42087) on July 12, 2022. In the petition filed by Adam R. Parker, as manager, the Debtor estimated assets between $1 million and $10 million and liabilities between $50 million and $100 million. A. Thomas DeWoskin, of Danna McKitrick, P.C., is the Debtor's counsel. CHARLES DEWEESE: Has Deal on Cash Collateral Access --------------------------------------------------- Charles Deweese Construction, Inc. asks the U.S. Bankruptcy Court for the Western District of Kentucky, Bowling Green Division, for authority to use cash collateral and provide adequate protection pursuant to its agreement with Franklin Bank and Trust Company. The Debtor requires the use of cash collateral for its continued operations and to meet its ordinary and necessary post-petition expenditures. Between April 14, 2017 and March 12, 2018, the Debtor executed and delivered three promissory notes to FBT with a cumulative principal balance of $17,954,000. Between April 29, 2022 and June 3, 2022, the Debtor executed and delivered three additional promissory notes to FBT in the cumulative principal balance of $5,425,000. FBT has filed Proofs of Claim in this case [Claim Nos. 4, 5, 6, 7, 8, and 9] asserting a cumulative balance of $19,859,593 due under the Credit Agreements as of the Petition Date. As security for repayment of the Debtor's obligations arising under the Credit Agreements, FBT's pre-petition loans to the Debtor were secured by multiple real estate mortgages and a Commercial Security Agreement dated March 12, 2018, which granted FBT a security interest in all of Debtor's right, title, and interest in, to, and under all personal property and other assets. FBT perfected its interest in the cash collateral upon the filing of UCC-1 Financing Statements with the Kentucky Secretary of State on March 6, 2014 (#2014-26090644-28) and July 15, 2013 (#2013- 2653865-91). The Debtor seeks approval of its agreement with FBT on an interim basis through July 21, 2022. As and for adequate protection in consideration of the Debtor's continued possession and use of cash collateral in the ordinary course of business, the parties have agreed that the Debtor will grant FBT replacement liens on all collateral of the same type and priority on which FBT held valid and properly perfected liens prior to the Petition Date. A copy of the motion is available at https://bit.ly/3ROYX5g from PacerMonitor.com. 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, Esq., at Kaplan Johnson Abate & Bird, LLP, is the Debtor's counsel. CLEAN ENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Clean Energy Renewables, LLC 4709 15th Street A Moline, IL 61265 Business Description: Clean Energy, a green energy company based in Moline, IL, offers services ranging from met tower construction to full scale energy analysis. CER provides met tower/remote sensing installation and maintenance services. Chapter 11 Petition Date: July 18, 2022 Court: United States Bankruptcy Court Central District of Illinois Case No.: 22-80432 Judge: Hon. Thomas L. Perkins Debtor's Counsel: Sumner A. Bourne, Esq. RAFOOL & BOURNE, P.C. 401 Main Street, Suite 1130 Peoria, IL 61602 Tel: (309) 673-5535 Fax: (309) 673-5537 Email: notices@rafoolbourne.com Total Assets as of May 31, 2022: $2,341,802 Total Liabilities as of May 31, 2022: $2,381,876 The petition was signed by Matthew Cumberworth, Sr. as manager. 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/OP6Q7NQ/Clean_Energy_Renewables_LLC__ilcbke-22-80432__0001.0.pdf?mcid=tGE4TAMA CLUBHOUSE MEDIA: Issues $62K Note to 1800 Diagonal -------------------------------------------------- Clubhouse Media Group, Inc. entered into a securities purchase agreement, dated as of July 8, 2022, with 1800 Diagonal Lending LLC, pursuant to which the Company issued, on July 11, 2022, a convertible promissory note to Diagonal Lending in the aggregate principal amount of $61,812.50 for a purchase price of $56,437.50, reflecting a $5,375.00 original issue discount. The Note has a maturity date of July 8, 2023 and bears interest at 10% per annum. No payments of the principal amount or interest are due prior to the Maturity Date, other than as specifically set forth in the Note. The Company may not prepay the Note prior to the Maturity Date, other than by way of a conversion initiated by Diagonal Lending. The Note provides Diagonal Lending with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note at any time, from time to time, and at any time during the period beginning on the date which is 180 days following the date of the Note and ending on the later of: (i) the Maturity Date; and (ii) the date of payment of the Default Amount (as defined in the Note). Notwithstanding the foregoing, Diagonal Lending shall not be entitled to a conversion under the Note upon which the sum of (1) the number of shares of the Company's common stock beneficially owned by Diagonal Lending and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a similar limitation on conversion or exercise) and (2) the number of shares of common stock issuable upon the conversion would result in beneficial ownership by Diagonal Lending and its affiliates of more than 4.99% of the outstanding shares of common stock. The conversion price is equal to the lesser of the Variable Conversion Price (as defined in the Note) and Fixed Conversion Price (as defined in the Note), which is $1.00. The "Variable Conversion Price" is defined in the Note as 75% multiplied by the lowest VWAP for shares of Common Stock during the 20 trading days immediately preceding the Conversion Date. During the period conversion rights exist, the Company is required to reserve from its authorized and unissued common stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon the full conversion of the Note multiplied by 4.5. The Reserved Amount shall be increased from time to time in accordance with the Company's obligations contained in the Note. If, at any time, the Company does not maintain the Reserved Amount, it shall constitute an Event of Default (as defined in the Note). Other Events of Default under the Note include, but are not limited to: (1) failure to pay principal or interest on the Note when due; (2) failure to issue and transfer Common Stock upon exercise by Diagonal Lending of its conversion rights; (3) the breach by the Company of any material covenant or other material term or condition of the Note which remains uncured after 20 days' notice by Diagonal Lending; (4) a breach of representations or warranties contained in the Note by the Company; (5) certain bankruptcy or insolvency related events; (6) delisting of the Common Stock resulting in the shares no longer being listed OTC or on any U.S. securities exchange; (7) failure to timely file a Securities and Exchange Commission report required by the Securities Exchange Act of 1934, as amended, remaining uncured 10 days after due; (8) a restatement of any financial statements by the Company with the SEC any time after 180 days from July 8, 2022 until the Note is no longer outstanding, if such restatement would result in a material adverse effect on the rights of Diagonal Lending under the Note or Securities Purchase Agreement; (9) failure to comply with certain requirements relating to the replacement of the Company's transfer agent; and (10) a cross default under any agreement or instrument between, among or by the Company and, or for the benefit of, Diagonal Lending and any affiliate of Diagonal Lending, including other promissory notes, but excluding documents relating or ancillary to the Note. If an Event of Default has occurred and continues uncured, the Note shall become immediately due and payable. If an Event of Default occurs because the Company fails to issue shares of Common Stock to Diagonal Lending within three business days of receiving a notice of conversion from Diagonal Lending, the Company shall pay an amount equal to the Default Amount multiplied by two in full satisfaction of the Company's obligations under the Note. If an Event of Default occurs for any other reason that continues uncured (or in the case of an appointment of a receiver, bankruptcy, liquidation, or a similar default that may not be cured), the Company shall pay an amount equal to 150% of the Default Amount in full satisfaction of the Company's obligations under the Note. The "Default Amount" is equal to the sum of (a) accrued and unpaid interest on the principal amount of the Note to the date of payment plus (b) default interest, which is calculated based on a rate of 22% per year (inclusive of the 10% interest per year that would be due absent an event of default), plus (c) certain other amounts that may be owed under the Note. On July 12, 2022, the Company issued to Amir Ben-Yohanan, the Company's chief executive officer, a member of the Company's Board of Directors and a significant stockholder, a promissory note in the principal amount of $79,000. The Ben-Yohanan Note bears interest at a rate of 10% per annum. Commencing on Aug. 1, 2022 and on the first day of each month thereafter for the next succeeding 23 months, the Company will pay to Mr. Ben-Yohanan $3,291.67, plus all accrued and unpaid interest to date. The Ben-Yohanan Note matures on July 1, 2024. The Company may prepay all or any portion of the principal amount and any accrued and unpaid interest of the Ben-Yohanan Note at any time without penalty. About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. offers management, production, and deal-making services to its handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space. Clubhouse Media reported net loss of $22.25 million for the year ended Dec. 31, 2021, compared to a net loss of $2.58 million for the period from Jan. 2, 2020 (inception) to Dec. 31, 2020. As of March 31, 2022, the Company had $855,146 in total assets, $12.11 million in total liabilities, and a total stockholders' deficit of $11.25 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has an accumulated deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COMPASS MINERALS: Moody's Alters Outlook on 'Ba3' CFR to Negative ----------------------------------------------------------------- Moody's Investors Service changed the ratings outlook of Compass Minerals International, Inc. from stable to negative. Moody's affirmed Compass's Ba3 corporate family rating, Ba3-PD probability of default rating and B1 rating of senior unsecured notes. At the same time, Moody's upgraded the ratings of senior secured revolving credit facility and senior secured term loan to Ba1 from Ba2. The Speculative Grade Liquidity Rating remains SGL-3. Affirmations: Issuer: Compass Minerals International, Inc Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Unsecured Notes, Affirmed B1 (LGD4 from LGD5) Upgrades: Issuer: Compass Minerals International, Inc Senior Secured First Lien Term Loan A, Upgraded to Ba1 (LGD2) from Ba2 (LGD2) Senior Secured First Lien Revolving Credit Facility, Upgraded to Ba1 (LGD2) from Ba2 (LGD2) Outlook Actions: Issuer: Compass Minerals International, Inc Outlook, Changed To Negative From Stable RATINGS RATIONALE The change in the outlook to negative is driven by the deterioration in the company's financial and operating performance as well as meaningful risk that despite the company-wide efforts to restore operating margins and EBITDA generation closer to historical levels, due to the ongoing inflationary pressures and persistent Ogden facility productivity issues, leverage could remain elevated and credit metrics weak at the current rating. The upgrade of the senior secured instrument ratings reflects a significant reduction in the proportion of secured debt in the capital structure and the resulting material cushion that would be provided in a default scenario by unsecured debt given its preponderance in the capital structure. The Ba3 corporate family rating (CFR) reflects the company's strong competitive position in the North American salt industry, traditionally attractive EBITDA margins and ability to generate robust operating cash flow. The rating also incorporates Moody's expectations for a modest decrease in the de-icing salt sales volumes in FY2023, high-single digits increase in the sales price per ton of salt during the upcoming 2022-2023 winter season and moderate operational improvement in the plant nutrition business, partially offset by continued pressure from higher production, shipping and logistics costs. The rating is constrained by the relatively unpredictable nature of the de-icing salt and plant nutrition businesses, lack of scale and geographic reach as well as still elevated gross debt levels notwithstanding material debt reduction since 2020. Below-average winter conditions for two consecutive winters season (2020-2021 and 2019-2020) in most markets served by the company left the states and municipalities with elevated inventories, leading to another competitive bidding season in CY2021 as salt producers jostled for tons and market share. Moody's analysis suggests that after losing out on bids in the early part of the CY2021 bidding season, the company adopted a more aggressive pricing strategy, allowing it to win a significant share of the outstanding bids in the latter stages of the bidding season, which resulted in higher sales volumes in the last nine months but meaningfully lower realized prices. Regional markets served by the company's de-icing salt business have largely evidenced average winter conditions during the 2021-2022 winter as compared to the 10-year historical average. Furthermore, as other salt producers, the company is experiencing significant cost inflation in operations, shipping and handling, packaging, labor and other inputs. This combination of lower de-icing salt prices, material inflationary cost pressures and Ogden feedstock inconsistencies negatively impacting production of sulfate of potash (SOP) and operating costs, has led to a substantial margin compression and materially lower earnings. Although Compass applied proceeds from the sale of South America Plant Nutrition business, the company's leverage, measures as Moody's Debt/EBITDA, increased from 4.1x at the FY2021 year-end (September 2021) to 5.4x as of March 31, 2022. Moody's now estimates FY2022 adjusted EBITDA will be within the range of $165-175 million and leverage will reach 6x. Assuming average 2022-2023 winter conditions, slight y-o-y decline in de-icing Salt segment volumes, material price increases during the upcoming bid season aimed to offset the cost inflation and modest improvement in Plant Nutrition business, Moody's forecast that Compass will generate $220-230 million in Moody's-adjusted EBITDA in FY2023 and that leverage will improve to 4-4.5x. Moody's expect the company to be free cash flow negative in FY2022 but generate about $20-30 million in positive FCF in FY2023. The negative outlook incorporates the risks that Moody's-adjusted leverage will stay above 5x over the next 12-18 months despite the company-wide efforts to recapture operating margins and return EBITDA generation closer to historical levels, and that credit metrics will remain weak for the rating. By the nature of its business, deriving a large portion of its revenues from salt mining, Compass faces a number of ESG risks typical for a company in the mining industry, including compliance with stringent health, safety and environmental regulations. However, the ESG risks for salt miners are generally lower than those of base and precious metals producers because salt mining is considered less hazardous and requires less processing (crushing and grinding). Furthermore, the company produces some of its salt products and SOP in a sustainable way at its Ogden solar evaporation site, where it also plans to produce lithium, metal that will play an increasingly important role in growing areas such as renewable energy systems, vehicle electrification and energy storage. Compass has a material exposure to physical climate risks with the performance of both Salt and Plant Nutrition segments highly dependent on changes in weather patterns. The company is exposed to social risks given the history of labor strikes as experienced at its Goderich mine in 2018, although the new 5-year collective bargaining agreement at Goderich mitigates this risk. Despite still elevated leverage, the governance risks have improved with the company exiting emerging markets with less stringent governance standards and adopting a new capital allocation strategy that better balances shareholders returns with debt reduction and growth opportunities. Compass has adequate liquidity (SGL-3 rating) supported by $45 million of cash on hand (net of discontinued operations) as of March 31, 2022, and $257 million available (net of letters of credit) under its $300 million revolving credit facility. Moody's expect the company to be free cash flow negative in FY2022 and to rely on the $300 million revolver and the $100 million AR securitization facility for seasonal working capital swings, liquidity needs and growth projects. The credit agreement includes a financial maintenance covenant of maximum total net leverage ratio of 4.50x. However, the company has recently amended the credit agreement to obtain a covenant relief, among other changes, increasing the maximum permitted net leverage ratio to 5.5x for fiscal quarters ending June 30, 2022 and September 30, 2022, stepping down to 5x for the subsequent four quarters, stepping further down to 4.75x for the fiscal quarter ending March 31, 2024, and to 4.5x for fiscal quarter ending June 30, 2024 and thereafter. The revolver also has a minimum interest coverage ratio covenant of 2.25x, which the company is expected to remain in compliance with. The first-lien senior secured credit facilities, $300 million revolver, and the $17 million outstanding term loan due in 2025 are rated Ba1, two notches above the Ba3 CFR, reflecting their priority position and the preponderance of unsecured debt protection in the capital structure. The $250 million senior unsecured notes due in 2024 and $500 senior unsecured notes due 2027 are rated B1, one notch below the Ba3 CFR, reflecting their subordinated ranking in the capital structure. The senior secured facilities are secured and guaranteed by all material US subsidiaries, 65% of the stock of certain foreign subsidiaries and by the Goderich mine in Canada. The revolver includes a $40 million sub-limit for Canadian borrowings and a $10 million sub-limit for UK borrowings guaranteed by the Canadian and UK subsidiaries, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade is unlikely in the near-term given the negative outlook, but Moody's would consider upgrading the rating if the company improved the adjusted leverage to below 3.5x on a sustained basis and made further progress on reducing gross debt. Moody's would likely consider a downgrade of the ratings if the company is unsuccessful in recouping its operating margins and EBITDA, if FCF remains negative and if adjusted leverage were expected to remain above 5.0x, or if there is a substantial deterioration in liquidity. Headquartered in Overland Park, Kansas, Compass Minerals International, Inc (Compass Minerals) is a leading North American producer of salt used for highway de-icing, agriculture applications, water conditioning, and other consumer and industrial uses as well as magnesium chloride used for deicing and road stabilization. The company is also a significant specialty fertilizer manufacturer, including SOP (sulfate of potash) in the US and Canada. For the last twelve months ended March 31, 2021, Compass Minerals generated net sales (gross revenues less shipping and handling) of about $838 million. The principal methodology used in these ratings was Chemicals published in June 2022. COOPER-STANDARD AUTOMOTIVE: Moody's Cuts CFR to Caa2, Outlook Neg. ------------------------------------------------------------------ Moody's Investors Service downgraded Cooper-Standard Automotive Inc.'s corporate family rating to Caa2 from Caa1, and the Probability of Default Rating to Caa2-PD from Caa1-PD. Moody's also downgraded the rating on the company's senior secured debt to B3 from B2 and the rating on its senior unsecured notes to Ca from Caa2. The outlook remains negative. Finally, Moody's downgraded Cooper-Standard's Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The downgrades reflect Moody's belief that refinancing risk has increased with heightened macroeconomic uncertainty, the rising interest rate environment and the term loan maturing close to the near-term window of within twelve months. Additionally, Moody's expectation for continued weak operating results could complicate refinancing efforts. Lingering supply chain disruptions, primarily due to semiconductor and parts shortages, have been heightened by Covid lockdowns in China and the Russia-Ukraine conflict. More stable automotive original equipment manufacturer (OEM) production runs and anticipated progress on cost recoveries with customers should help ease the burden on returns. However, Moody's expectations for continued friction from higher raw materials, labor, energy and freight expenses will continue to constrain margin improvement. Governance was a key consideration for this rating action due to Moody's belief of increased probability for a restructuring, highlighted by the company's engagement of Goldman Sachs & Co. LLC to assist with refinancing certain elements of the capital structure. Liquidity is weak with the $320+ million term loan maturing in November 2023, greater than the current cash balance of approximately $250 million, along with expectations for continued cash burn through 2023. The company does have access to nearly $150 million of availability under its asset-based lending facility (ABL) but due to a springing maturity, this facility could be expiring as early as August 2023. Moody's believes the current capital structure is unsustainable, consequently the senior unsecured notes were downgraded two notches to Ca to reflect greater risk of loss given a default or restructuring. Moody's took the following actions on Cooper-Standard Automotive Inc.: Corporate Family Rating, downgraded to Caa2 from Caa1 Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD Senior Unsecured Notes, downgraded to Ca (LGD5) from Caa2 (LGD5) Senior Secured Term Loan, downgraded to B3 (LGD2) from B2 (LGD2) Senior Secured Regular Bond/Debenture, downgraded to B3 (LGD2) from B2 (LGD2) Speculative Grade Liquidity Rating, downgraded to SGL-4 from SGL-3 Outlook, remains Negative RATINGS RATIONALE Cooper-Standard's ratings reflect very high leverage, weak returns and negative free cash flow. Margin erosion over the past several years highlights operating inefficiencies on falling, and uneven, vehicle production volumes as well as increasingly competitive end markets. Customer concentration is high with the top three customers accounting for approximately 55% of revenue, with OEMs experiencing production disruptions due to the lingering semiconductor chip shortage. The company maintains solid market positions in sealing systems, fuel and brake delivery systems and fluid transfer systems where demand fundamentals are largely drivetrain agnostic. A product mix skewed towards SUVs/CUVs and light trucks, including content on top selling vehicle platforms, helps mitigate the competitive, highly fragmented nature in core end markets. The negative outlook reflects Moody's expectation that negative free cash flow due to weak profitability and elevated interest expense will result in a declining cash balance. Additionally, Moody's expects that protracted improvement in the auto industry's supply chain issues, along with elevated input costs, will delay improvement in credit metrics and place further stress on liquidity and refinancing options. Cooper-Standard's SGL-4 Speculative Grade Liquidity Rating indicates weak liquidity with high refinancing risk stemming from the November 2023 term loan maturity. Cash has fallen sharply since the company issued the $250 million, 13% senior secured notes in May of 2020, ending 2020 with nearly $440 million of cash. The $180 million ABL remains undrawn and provides borrowing availability of nearly $150 million, limited in part by financial covenant restrictions that Moody's expects to persist through 2023. The facility expires March 2025 but includes a springing maturity of 91 days before the maturity of the term loan, which would be around August 1, 2023. Moody's anticipates continued negative free cash flow into 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The inability to sufficiently address the upcoming debt maturities or indications of a higher probability for a debt restructuring resulting in creditor losses could lead to a ratings downgrade. Additionally, ratings could be lowered with continued margin erosion and accelerated cash burn, further straining overall liquidity. A ratings upgrade over the near-to-intermediate term is unlikely given the elevated refinancing risk, potential for a distressed exchange and expectations for liquidity to steadily deteriorate. However, if the company is able to restore liquidity, boosted by better operating efficiencies and significant progress on cost recoveries with OEMs, and eliminate near term refinancing risk, the ratings could be upgraded. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Cooper-Standard Automotive Inc. is a global automotive supplier of sealing and trim, fuel and brake delivery systems and fluid transfer systems. Revenue for the twelve months ended March 31, 2022 was approximately $2.3 billion. CROWN HOLDINGS: Moody's Ups CFR to Ba1 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Crown Holdings, Inc.'s corporate family rating to Ba1 from Ba2 and Probability of Default Rating to Ba1-PD from Ba2-PD. The rating outlook is stable. The company's speculative grade liquidity (SGL) rating was maintained at SGL-2. "The upgrade reflects our expectation that Crown will maintain financial discipline by controlling future share repurchase to keep its net leverage between 3.0x and 3.5x that it targets," said Motoki Yanase, VP - Senior Credit Officer at Moody's. "On a gross basis and including our standard adjustments, this translates to keeping below 4.0x leverage for the next 12-18 months, appropriate for Ba1 CFR and in line with similarly rated peers," added Yanase. Moody's took the following actions: Upgrades: Issuer: Crown Holdings, Inc. Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Issuer: Crown Americas LLC Senior Secured Bank Credit Facility, Upgraded to Baa1 (LGD1) from Baa2 (LGD2) Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD5) from Ba3 (LGD5) Issuer: Crown Cork & Seal Company, Inc. Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD6) from B1 (LGD6) Issuer: Crown European Holdings S.A. Senior Secured Bank Credit Facility, Upgraded to Baa1 (LGD1) from Baa2 (LGD2) Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 (LGD3) from Ba2 (LGD3) Issuer: Crown Metal Packaging Canada LP Senior Secured Bank Credit Facility, Upgraded to Baa1 (LGD1) from Baa2 (LGD2) Outlook Actions: Issuer: Crown Holdings, Inc. Outlook, Changed To Stable From Positive Issuer: Crown Americas LLC Outlook, Changed To Stable From Positive Issuer: Crown Cork & Seal Company, Inc. Outlook, Changed To Stable From Positive Issuer: Crown European Holdings S.A. Outlook, Changed To Stable From Positive Issuer: Crown Metal Packaging Canada LP Outlook, Changed To Stable From Positive RATINGS RATIONALE Crown recorded debt/EBITDA of 3.9x for the twelve months that ended March 2022, which has improved from 5.8x in 2020. The significant improvement reflects the debt pay down using a part of the proceeds from the sale of its European tin-plate business for EUR1.9 billion (about $2.3 billion) completed in August 2021. At the end of 2021, Crown also announced a share repurchase plan of up to $3 billion over the next three years ending 2024. This could consume a large part of its annual cash flow from operations, which has been trending around $1 billion annually. The company still aims to maintain net leverage between 3.0x and 3.5x. Moody's expects the company to manage the amount of share repurchase and the level of total debt, and keep its leverage below 4x on a gross basis and including Moody's standard adjustments. Moody's expects Crown's capital spending to grow, but most of its expansionary spending is tied to committed sales contracts, supporting cash flow growth. Crown's credit profile is supported by the consolidated industry structure in the can segment, which demonstrates solid growth, and serving the stable alcoholic/non-alcoholic beverage and food end markets. Its credit profile is also supported by a large base of installed equipment in the transit packaging segment that drives a high percentage of recurring sales of consumables. Crown also benefits from geographic diversification to Europe. On the other hand, the credit profile is constrained by the company's high customer and product concentration of sales and exposure to cyclical end markets in the transit packaging segment. Additionally, the fragmented and competitive industry structure in the transit packaging segment makes growth and margin expansion difficult. The company also has an outstanding asbestos liability, which Moody's adds to total debt as a part of Moody's adjustments. The stable outlook reflects Moody's expectation that Crown's profit and cash flow will be supported by solid demand for the beverage cans business for the next 12-18 months and that the company will manage its cash outflow to restrain total debt and leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if Crown sustainably improves its credit metrics within the context of a stable competitive environment and maintains good liquidity. An upgrade would also require a more streamlined debt capital structure and the flexibility of an unsecured capital structure. Specifically, the ratings could be upgraded if total debt/EBITDA is below 3.5x and free cash flow/debt is over 10%. Moody's could downgrade the ratings if credit metrics, liquidity or the competitive environment deteriorate. Specifically, the rating could be downgraded if total debt/EBITDA rises above 4.25x, free cash flow/debt falls below 6.0%, or EBITDA/Interest expense is below 5.0x. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. Headquartered in Yardley, Pennsylvania, Crown Holdings, Inc. (NYSE: CCK), is a global manufacturer of steel and aluminum containers for food, beverage, and consumer products. Crown also manufactures protective packaging products and solutions. For the twelve months that ended in March 2022, the company generated about $12 billion in revenue. CSI COMPRESSCO: Michael Moscoso Quits as GP VP of Finance --------------------------------------------------------- Michael E. Moscoso resigned from his position as vice president – finance of CSI Compressco GP LLC, the general partner of CSI Compressco LP, effective as of a date to be mutually agreed upon. About CSI Compressco CSI Compressco 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 4,800 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's customers operate throughout many of the onshore producing regions of the United States, as well as in a number of international locations including Mexico, Canada, Argentina, Egypt and Chile. 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 Dec. 31, 2021, CSI Compressco had $722.36 million in total assets, $71.29 million in total current liabilities, $649.91 million in total other liabilities, and $1.16 million in total partners' capital. As of Dec. 31, 2020, the Company had $709.96 million in total assets, $59.41 million in total current liabilities, $675.88 million in total other liabilities, and a total partners' deficit of $25.33 million. * * * As reported by the TCR on Feb. 25, 2021, Moody's Investors Service has completed a periodic review of the ratings of CSI Compressco LP and other ratings that are associated with the same analytical unit. Moody's said CSI Compressco's Caa1 corporate family rating reflects its modest scale relative to its peers and high but improving debt leverage. DAYBREAK OIL: Delays Filing of May 31 Quarterly Report ------------------------------------------------------ Daybreak Oil and Gas, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended May 31, 2022. The Company was unable to file, without unreasonable effort and expense, its Form 10-Q for the quarterly period ended May 31, 2022 because additional time is needed to prepare and finalize the financial statements and other disclosures in the Report, due to its recent acquisition of Reabold California, LLC. The Company currently anticipates that it will file the Form 10-Q for the quarterly period ended May 31, 2022 within the five day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. About Daybreak Oil and Gas Daybreak Oil and Gas, Inc. is an independent crude oil and natural gas company currently engaged in the exploration, development and production of onshore crude oil and natural gas in the United States. The Company is headquartered in Spokane Valley, Washington with an operations office in Friendswood, Texas. Daybreak owns a 3-D seismic survey that encompasses 20,000 acres over 32 square miles with approximately 6,500 acres under lease in the San Joaquin Valley of California. The Company operates production from 20 oil wells in our East Slopes project area in Kern County, California. Daybreak Oil reported a net loss of $398,450 for the 12 months ended Feb. 28, 2022, compared to a net loss of $512,265 for the 12 months ended Feb. 28, 2021. As of Feb. 28, 2022, the Company had $975,704 in total assets, $4.32 million in total liabilities, and a total stockholders' deficit of $3.35 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 15, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. ECOARK HOLDINGS: Issues Amended Warrant to Digital Power -------------------------------------------------------- Ecoark Holdings, Inc. issued an Amended and Restated Warrant to Digital Power Lending, LLC which supersedes and replaces the Warrant issued to DPL on June 8, 2022 to, among other things, (i) provide that the Amended Warrant will vest, subject to stockholder approval, if as of June 8, 2024, the Company has failed to complete the Distributions and the holders and/or any affiliates are not a beneficial owner of at least 50% of the Company's Common Stock, calculated on a fully diluted basis, and (ii) to amend the definition of "Distributions" to broaden the transactions falling within that definition, including by adding reference to another publicly-traded company in which the Company, directly or indirectly, owns at least a majority of the capital stock and such company's Common Stock is quoted by a market operated by OTC Markets or any successor. On July 14, 2022, following approval of the Board of Directors of the Company, the Company filed a Second Certificate of Amendment to the Certificate of Designations of Rights, Preferences and Limitations of Series A Convertible Redeemable Preferred Stock with the Nevada Secretary of State to among other things, (i) provide that the 19.9% beneficial ownership limitation contained therein applies as of any applicable conversion date, and (ii) add an exception to a restrictive covenant to allow for a reverse merger with an entity which has a class of capital stock which is quoted on any market operated by OTC Markets or any successor or listed on any national securities exchange approved by the Securities and Exchange Commission. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark reported a net loss of $10.55 million for the year ended March 31, 2022, a net loss of $20.89 million for the year ended March 31, 2021, a net loss of $12.14 million for the year ended March 31, 2020, and a net loss of $13.65 million for the year ended March 31, 2019. As of March 31, 2022, the Company had $35.98 million in total assets, $13.84 million in total liabilities, and $22.13 million in total stockholders' equity. ELECTROMEDICAL TECHNOLOGIES: Inks Settlement Deal With JR-HD ------------------------------------------------------------ Electromedical Technologies, Inc. and JR-HD Enterprises III, LLC entered into a settlement agreement and release concerning promissory notes issued by the Company as follows: 1. July 21, 2020, in the principal amount of $107,500, 8% interest; 2. Aug. 4, 2020, in the principal amount of $215,000, 10% interest; 3. Sept. 3, 2020, in the principal amount of $107,500, 8% interest; 4. Nov. 3, 2020, in the principal amount of $244,852.94, 8% interest; and, 5. Dec. 3, 2020, in the principal amount of $110,000, 8% interest. Except for the entry into the settlement agreement and release, there was no material relationship between the Company and JR-HD Enterprises III, LLC. As of the date of the settlement agreement and release, there was outstanding $617,353 and interest of $51,016.56. In exchange for the Company's issuance of 26,734,800 shares of restricted common stock to its members, JR-HD Enterprises III, LLC agreed to release the Company from all liability under the promissory notes. The Company's board of directors approved and authorized entry into the settlement agreement and release on July 4, 2022, whereupon the consideration shares were issued July 6, 2022, and the settlement agreement and release closed. About Electromedical Technologies Scottsdale, AZ-based Electromedical Technologies, Inc. is a bioelectronics manufacturing and marketing company. The Company offers U.S. Food and Drug Administration (FDA) cleared medical devices for pain management. Bioelectronics is a developing field of "electronic" medicine, which uses electrical impulses over the body's neural circuitry to try to alleviate pain, without drugs. Electromedical reported a net loss of $8.48 million for the year ended Dec. 31, 2021, a net loss of $3.87 million for the year ended Dec. 31, 2020, compared to a net loss of $1.74 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $1.40 million in total assets, $2.12 million in total liabilities, and a total stockholders' deficit of $722,503. San Diego, California-based dbbmckennon, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and has a negative working capital balance, which raises substantial doubt about its ability to continue as a going concern. ENDO INTERNATIONAL: Elects Not to Make $1.9M Notes Interest Payment ------------------------------------------------------------------- Endo International plc disclosed in a Form 8-K filed with the Securities and Exchange Commission it has elected not to make interest payments in the aggregate amount of approximately $1.9 million due on July 15, 2022 with respect to the Company's outstanding 5.375% Senior Notes due 2023 and 6.000% Senior Notes due 2023. Under each indenture governing the Senior Notes, the Company has a 30-day grace period to make the applicable Interest Payment before such non-payment constitutes an "event of default" with respect to each of the Senior Notes. The Company has chosen to enter these grace periods as it continues previously-disclosed discussions with certain creditors in connection with the Company's evaluation of strategic alternatives. The Company's decision to enter the grace periods was not driven by liquidity constraints, as it had approximately $1.4 billion in cash as of March 31, 2022. The Company said its day-to-day operations will not be impacted by the decision. About Endo International plc Endo International plc (NASDAQ: ENDP) -- http://www.endo.com/-- is a holding company that conducts business through its operating subsidiaries. The Company's focus is on pharmaceutical products and it targets areas where it believes it can build leading positions. Endo International reported a net loss of $613.24 million for the year ended Dec. 31, 2021. As of March 31, 2022, the Company had $8.45 billion in total assets, $1.38 billion in total current liabilities, $15.96 million in deferred income taxes, $8.04 billion in long-term debt (less current portion), $5 million in long-term legal settlement accrual (less current portion), $31.69 million in operating lease liabilities (less current portion), $288.43 million in other liabilities, and a total shareholders' deficit of $1.31 billion. * * * As reported by the TCR on July 4, 2022, S&P Global Ratings lowered its issuer credit rating on Endo International PLC to 'CC' from 'CCC'. S&P said the downgrade reflects Endo's entrance into a 30-day grace period for interest non-payment, making a near-term bankruptcy filing or distressed exchange almost an inevitability. ESCADA AMERICA: Wins Cash Collateral Access Thru Aug 31 ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Escada America LLC to use cash collateral on a final basis in accordance with the budget, with a 15% variance, through August 31, 2022. As adequate protection for the use of cash collateral, Eden Roc International, LLC, Mega International, LLC, and Escada Sourcing and Production, LLC will have replacement liens to the same validity, priority, and extent as their respective liens existed as of the Petition Date and super-priority administrative claims pursuant to section 507(b) of the Bankruptcy Code. The Court said the stay of FRBP 6004 is waived. A further hearing on the matter is scheduled for August 31 at 10 a.m. The deadline for all parties-in-interest to file an objection to the Motion will be extended to the date that is 14 days prior to the Further Cash Collateral Hearing. A copy of the order is available at https://bit.ly/3OfZjie from PacerMonitor.com. About Escada America Escada America owns and operates a clothing store in New York. Escada America sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 22-10266) on Jan. 18, 2022. In the petition filed by Kevin Walsh, director of finance, Escada America estimated assets and liabilities between $1 million and $10 million. The case is handled by the Honorable Judge Sheri Bluebond. John Patrick M. Fritz, Esq., at LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P., is the Debtor's counsel. EVO TRANSPORTATION: Inks Third Loan Extension Agreement With Antara ------------------------------------------------------------------- EVO Transportation & Energy Services, Inc. and certain subsidiary guarantors of the Company, on June 30, 2022, entered into a Second Loan Extension Agreement with Antara Capital Master Fund LP and each of Thomas J. Abood, the Company's chief executive officer, Damon R. Cuzick, the Company's chief operating officer, Bridgewest Growth Fund LLC, an entity affiliated with Billy (Trey) Peck Jr., the Company's executive vice president - business development, and Batuta Capital Advisors LLC, an entity affiliated with Alexandre Zyngier, a member of the Company's board of directors. Pursuant to the Second Extension Agreement, (i) the maturity date of the loan from Antara to the Company pursuant to the Senior Secured Loan and Executive Loan Agreement dated March 11, 2022, was extended from June 30, 2022 to July 8, 2022; and (ii) the maturity date of the loans from the Executive Lenders to the Company pursuant to the Bridge Loan Agreement was extended from July 7, 2022 to July 15, 2022. On July 8, 2022, the Company and certain subsidiary guarantors of the Company entered into a Third Loan Extension Agreement with Antara and the Executive Lenders. Pursuant to the Third Extension Agreement, (i) the maturity date of the loan from Antara to the Company pursuant to the Bridge Loan Agreement was extended from July 8, 2022 to July 15, 2022; and (ii) the maturity date of the loans from the Executive Lenders to the Company pursuant to the Bridge Loan Agreement was extended from July 15, 2022 to July 22, 2022. The Third Extension Agreement also required the Company to file a Certificate of Designation to evidence the issuance of a new series of Series D Non-Participating Preferred Stock, $0.0001 par value that will, upon issuance, entitle Antara (in its capacity as sole holder of the Series D Preferred Stock) to vote such number of votes per share that will allow Antara to exercise 51% of the voting capital stock of the Company. On July 13, 2022, pursuant to the Third Extension Agreement, the Company filed a Certificate of Designations of Series D Non-Participating Preferred Stock with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to one share of Series D Preferred Stock. Under the Certificate of Designations, prior to a payment default under the Bridge Loan Agreement and on and following the date on which all principal and accrued interest (including default interest) payable under the Bridge Loan Agreement has been paid-in-full, the holders of Series D Preferred will vote together with the holders of the Company's common stock as a single class on any matter presented to the holders of the Company's common stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting) or on which such holders of common stock are otherwise entitled to act, and the holders of Series D Preferred will be entitled to cast a number of votes on any Shareholder Matter equal to the total number of votes of all non-holders of Series D Preferred entitled to vote on any such Shareholder Matter plus 10. From the occurrence of a Bridge Loan Triggering Event to (but excluding) the Bridge Loan Discharge Date, the holders of Series D Preferred (in their capacity as such) will have no voting rights except as otherwise required by law. In addition, the Certificate of Designations provides that governance mechanisms that could have the effect of limiting, reducing or adversely affecting the Series D Preferred holders' voting rights under the Certificate of Designations will require the consent of holders of a majority of the then outstanding Series D Preferred. The Series D Majority may elect to waive or decline to exercise any or all voting rights granted under the Certificate of Designations, in whole or in part, on either a revocable or irrevocable basis. The issuance of one share of Series D Preferred to Antara on July 13, 2022, resulted in a change of control of the Company, with Antara having voting control on Shareholder Matters. The consideration for the issuance of Series D Preferred to Antara was Antara's agreement to enter into the Third Extension Agreement, and the Company did not receive any cash consideration. As previously disclosed, Antara appointed Michael Bayles to the Company's board of directors pursuant to the Bridge Loan Agreement and appointed Chetan Bansal and Raph Posner to the Company's board of directors pursuant to that certain Loan Extension Agreement dated May 31, 2022. 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. EYEPOINT PHARMACEUTICALS: Appoints Karen Zaderej as Director ------------------------------------------------------------ EyePoint Pharmaceuticals, Inc. has appointed Karen Zaderej to its Board of Directors. Ms. Zaderej is currently the president, chief executive officer and Chair of the Board at AxoGen, Inc. and brings more than 35 years of biopharmaceutical and medical device experience to the role. "We are thrilled to welcome Ms. Zaderej to our Board of Directors," said Nancy Lurker, chief executive officer at EyePoint Pharmaceuticals. "Karen's passion for discovering innovative solutions in medicine, coupled with her track record of successful drug and medical device development and commercial leadership make her a compelling addition to the Board. We look forward to her valuable insight as we continue to advance the clinical development of our lead pipeline asset, EYP-1901, for multiple ophthalmic indications and our commercial products, based on our proprietary and proven Durasert technology for sustained intraocular drug delivery." "We are excited to welcome Ms. Zaderej to our Board of Directors and leverage her strategic life science and commercial experience to deliver new treatment options for people living with serious eye disorders," said Dr. Goran Ando, M.D., Chair of the Board of EyePoint Pharmaceuticals. "Karen brings a deep level of industry knowledge to this role informed by her tremendous leadership experience in biotech, and we are confident that her appointment will help drive EyePoint's goal of becoming the leader in innovative ocular drug delivery technology." Ms. Zaderej currently serves as president, chief executive officer, and Chair of the Board at AxoGen. Earlier in her career, she held positions of increasing responsibility at AxoGen, including chief operating officer and vice president of Marketing and Sales. Prior to joining AxoGen in 2006, Ms. Zaderej worked for Zaderej Medical Consulting, a consulting firm she founded to assist medical device companies to build and execute successful commercialization plans. Previously, she worked at Ethicon, Inc., a Johnson & Johnson company, where she held senior positions in marketing, business development, research & development, and manufacturing. Ms. Zaderej is a member of the University of Tampa Board of Trustees and the MedExec Women Board of Advisors. She holds an M.B.A. from the Kellogg Graduate School of Business and a B.S. in Chemical Engineering from Purdue University. "It is a privilege to join EyePoint's Board of Directors at such an exciting time for the Company, as EYP-1901 is well positioned as a potentially paradigm-shifting product for the treatment of wet AMD," said Karen Zaderej. "I look forward to working closely with my fellow Board members to support the Company's strategic objectives as it continues to advance its innovative ophthalmic pipeline." Ms. Zaderej's compensation as a director will be consistent with the compensation provided to all of the Company's non-employee directors. Under the Company's current non-employee director compensation policy, Ms. Zaderej will receive an annual cash retainer of $45,000 for general availability and participation in meetings and conference calls of the Board. Ms. Zaderej will receive an additional annual retainer of $10,000 for her service on the Audit Committee. Ms. Zaderej was granted 6,000 restricted stock units and an option to acquire 22,000 shares of common stock of the Company, with such grants vesting in three equal annual installments commencing on the first anniversary of July 11, 2022, which is the date of the grant. The option is exercisable for 10 years from the date of grant, with the same per share exercise price as the closing price of the Common Stock on the Nasdaq Global Market on the date of the grant. The restricted stock units and option will also be subject to the terms and conditions of the Company's 2016 Long Term Incentive Plan, as amended. The Company also entered into an indemnification agreement with Ms. Zaderej in connection with her appointment to the Board. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company currently has two commercial products: DEXYCU, the first approved intraocular product for the treatment of postoperative inflammation, and YUTIQ, a three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. EyePoint reported a net loss of $58.42 million for the year ended Dec. 31, 2021, a net loss of $45.39 million for the year ended Dec. 31, 2020, a net loss of $56.79 million for the year ended Dec. 31, 2019, and a net loss of $53.17 million for the year ended June 30, 2018. As of March 31, 2022, the Company had $244.56 million in total assets, $77.74 million in total liabilities, and $166.82 million in total stockholders' equity. FIRST GUARANTY: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of First Guaranty Mortgage Corporation and its affiliates. The committee members are: 1. South Street Securities Attention: Brian Snyder 1155 Avenue of the Americas, 14th Floor New York, NY 10036 Phone: (212) 824-0734 Email: Brian.Snyder@sssnyc.com 2. Daiwa Capital Markets America Inc. Attention: Joshua Goodman 32 Old Slip New York, NY 10005 Phone: (212) 612-6272 Fax: (212) 612-8433 Email: Joshua.Goodman@us.daiwacm.com 3. Maxwell Lending Solutions, Inc. Attention: Sonny Abbasi 1700 Lincoln St., Suite 2900 Denver, CO 80203 Phone: (703) 470-1136 Email: sonny.abbasi@himaxwell.com 4. Sourcepoint, Inc. Attention: Kristi Christian 2330 Commerce Park Drive, NE, Palm Bay, FL 32905 Phone: (678) 358-4800 Email: Kristi.Christian@sourcepointmortgage.com 5. Lori Buckley, as WARN Act plaintiff Attention: Jack Raisner 270 Madison Ave., Suite 1801 New York, NY 10016 Phone: (212) 221-1747 Email: jar@raisnerroupinian.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 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 while Barclays Capital Inc. serves as DIP MSFTA Counterparty. They are represented by Hunton Andrews Kurth LLP and Potter Anderson & Corroon LLP. FLAVIO ALMEIDA MARTINS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------------ The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Flavio Almeida Martins. The committee members are: 1. Veterinary Pharmaceuticals Inc. Representative: Steven Atkinson, Purchasing Agent 13159 13th Rd. West Hanford, CA 93230 Phone: (559) 582-6800 Email: vetphar@Lemoorenet.com 2. Martel Cuevas 824 El Terino Avenue Modesto, CA 95350 Phone: (707) 360-5616 Email: martelc6@gmail.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 Flavio Almeida Martins Flavio Almeida Martins sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 22-10947) on June 1, 2022. Judge Rene Lastreto II oversees the case. Hagop T. Bedoyan, Esq., is the Debtor's attorney. GENAPSYS INC: Chapter 11 Loan With Sale Milestones Cleared ---------------------------------------------------------- Vince Sullivan of Law360 reports that bankrupt DNA sequencing technology company GenapSys Inc. received permission on Wednesday, July 13, 2022, from a Delaware court to access $1 million in debtor-in-possession financing that comes with a set of deadlines for approval of a Chapter 11 asset sale. During an initial virtual appearance in Delaware bankruptcy court, debtor attorney Michael J. Merchant of Richards Layton & Finger PA said interim approval of the DIP loan would give GenapSys access to $2 million of its prepetition secured lenders' cash collateral, as well as $1 million in new financing being provided by those same lenders. A full-text copy of the article is available at https://www.law360.com/bankruptcy/articles/1511217/genapsys-cleared-for-ch-11-loan-with-sale-milestones About GenapSys, Inc. GenapSys Inc. -- https://genapsys.com -- is a biotechnology company that transforms the human condition by building a scalable, affordable genomic sequencing ecosystem that will support research and diagnostics. GenapSys Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10621) on July 11, 2022. In the petition filed by Britton Russell, as chief financial officer and treasurer, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $50 million and $100 million. Daniel J. DeFranceschi, of Richards, Layton & Finger, is the Debtor's counsel. GRACE COMMUNITY: Seeks Cash Collateral Access --------------------------------------------- Grace Community Baptist Church of Woodstock, Inc. asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay the operating expenses of the business and for an effective reorganization. Access to Capital for Entrepreneurs, Inc., asserts a first priority security interest in all property of Debtor, including accounts receivables. The U.S. Small Business Administration and Vision Financial Group, Inc. assert a second and third priority interest in cash collateral, respectively. The cash collateral will be used to pay operating expenses of the Business, including, but not limited to, the insurance and property taxes. Cash collateral will be used only pursuant to the terms of the Budget during the period following entry of the Interim Order until the earlier of: (i) 45 days following entry of the Interim Order; (ii) conversion of the case to Chapter 7 or dismissal of the case; or (iii) the Debtors' violation of the terms of the Interim Order, including failure to comply with the Budget. As adequate protection for the cash collateral expended pursuant to the Interim Order, the Lenders will be given a replacement lien on all tangible and intangible personal property, including but not limited to, goods, fixtures, chattel paper, documents, equipment, instruments and inventory wherever located belonging to Debtor, to the extent and validity of those liens that existed pre-petition. Cash collateral will only be used for items set forth in a budget to be approved by the Court. A copy of the motion and the Debtor's monthly budget is available at https://bit.ly/3yNlG93 from PacerMonitor.com. The Debtor projects $49,200 in total income and $49,200 in total expenses. About Grace Community Baptist Church of Woodstock Grace Community Baptist Church of Woodstock, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-55046 ) on July 4, 2022. In the petition signed by Christopher Chappell, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Sims W. Gordon Jr., at the Gordon Law Firm, PC is the Debtor's counsel. GREEN TAXI: Unsecured Creditors Will Get 31% of Claims in 3 Years ----------------------------------------------------------------- Green Taxi Cooperative filed with the U.S. Bankruptcy Court for the District of Colorado a Small Business Plan of Reorganization under Subchapter V dated July 14, 2022. The Debtor is a Colorado cooperative formed in 2015 pursuant to the Colorado Uniform Limited Cooperative Association Act. The Debtor operates a taxi service in the greater Denver area. In February 2022, the Debtor's bank accounts were wiped out due to a garnishment related to the default judgment, and Debtor's ability to operate was significantly incapacitated. The Debtor had difficulty managing its cash flow. As a result of the continued financial difficulties, the Debtor filed its voluntary petition for relief under Chapter 11 in order to restructure its operations and continue as a going concern. Class 2 consists of General Unsecured Claims. The total Class 2 claims are $93,442. Class 2 shall receive a pro-rata distribution of a variable percentage of $28,800 generated at the rate of $800 per month over a three-year period. Payments shall be made to Class 7 on an annual basis within 30 days after every 12 monthly payments. No interest will be paid on account of Class 7 claims. Based on the estimated distributions, Class 7 claimants are anticipated to receive approximately 31% of their allowed claims. Class 3 includes Interests in the Debtor held by the members of the Debtor. Class 3 is unimpaired by this Plan. On the effective date of the Plan, Class 3 shall retain its Interests in the Debtor. Pursuant to the Debtor's operating agreement, only those members that are current on their dues to the Debtor shall be allowed to retain their membership in the Debtor. The Debtor's Plan is feasible based upon the Debtor's prepared projections which reflect a conservative prediction of the Debtor's operations during the term of the Plan. The Debtor proposes to collect an additional fee to pay creditors throughout the Plan term that is feasible for members to pay on a monthly basis. The Debtor has based payments to Class 2 Unsecured Creditors on available funds to support the feasibility of the Plan. While the Debtor's projections show excess funds at the end of the Plan term, the additional funds are necessary to ensure that the Debtor can pay for any unanticipated expenses. A full-text copy of the Plan of Reorganization dated July 14, 2022, is available at https://bit.ly/3zhnUPj from PacerMonitor.com at no charge. Attorneys for the Debtor: Jenny M.F. Fujii, Esq. Kutner Brinen Dickey Riley, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 Email: jmf@kutnerlaw.com About Green Taxi Cooperative Green Taxi Cooperative sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-11290) on April 15, 2022, listing $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Elizabeth E Brown presides over the case. Jenny M.F. Fujii, Esq. at Kutner Brinen Dickey Riley, P.C. serves as the Debtor's counsel. GROM SOCIAL: Two Proposals Passed at Annual Meeting --------------------------------------------------- Grom Social Enterprises, Inc. held an annual meeting of stockholders via live webcast at which the stockholders: (1) elected Darren Marks, Norman Rosenthal, Robert Stevens, and Dr. Thomas Rutherford as directors to serve a one-year term; (2) ratified the appointment of Rosenberg Rich Baker Berman P.A. as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2022. About Grom Social Boca Raton, Florida-based Grom Social Enterprises, Inc. -- www.gromsocial.com -- is a media, technology and entertainment company focused on delivering content to children under the age of 13 years in a safe secure Children's Online Privacy Protection Act ("COPPA") compliant platform that can be monitored by parents or guardians. Grom Social reported a net loss of $10.22 million for the year ended Dec. 31, 2021, a net loss of $5.74 million for the year ended Dec. 31, 2020, and a net loss of $4.59 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $37.46 million in total assets, $9.90 million in total liabilities, and $27.56 million in total stockholders' equity. GT REAL ESTATE: Claims Liabilities Far Exceed Its Assets -------------------------------------------------------- Collin Huguley of Charlotte Business Journal reports that GT Real Estate Holdings LLC, the David Tepper-led entity overseeing the failed Carolina Panthers headquarters development in Rock Hill, claims its liabilities are significantly larger than the value of its assets, a new court filing shows. GT Real Estate says its assets are worth $25.6 million, while its liabilities exceed $315 million. 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. GULF COAST BRAKE: Files Chapter 11 Subchapter V Case ---------------------------------------------------- Gulf Coast Brake and Motor, Inc. filed for chapter 11 protection in the Western District of Louisiana. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor is the operator of a business that makes and repairs brakes and motors. The Debtor filed several first-day motions, including a request to access postpetition financing, as well as a motion to assume a lease with The Mustang Development Company, LLC. Gulf Coast engaged in the lease of immovable property from Mustang. The leased property is the only location on which the Debtor operates its business. According to court filing, Gulf Coast Brake and Motor Inc. estimates between 1 and 49 creditors. The Petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Aug. 10, 2022 at 341 Meeting - Telephone Conference, UST. About Gulf Coast Brake and Motor Gulf Coast Brake and Motor Inc. provides remanufactured Eddy Current Brakes to the drilling industry for over 20 years. · Gulf Coast Brake and Motor Inc. filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 22-50450) on July 14, 2022. In the petition filed by James Edgar, as Secretary, the Debtor estimated assets and liabilities between $100,000 and $500,000 and liabilities between $100,000 and $500,000. Armistead Mason Long has been appointed as Subchapter V trustee. H. Kent Aguillard is the Debtor's counsel. H&S ALANG: Wins Cash Collateral Access Thru Aug 31 -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, authorized H&S Alang, LLC to use cash collateral on a final basis in accordance with the budget for the period from June 6, 2022 to August 31, 2022. The Debtor operates a Hampton Inn hotel located in Pearsall, Texas. The Debtor contends an immediate and critical need exists for it to obtain funds to continue its business operation. Pearsall Holdings, LLC claims to be the owner and holder of a Promissory Note dated November 16, 2015, executed by the Debtor and payable to Bank of the Ozarks in the original principal amount of $3,426,217. The Note was issued pursuant to a Loan Agreement, which governed the loan evidenced by the Note and the collateral granted to secure the payment of amounts due under the Note and the Loan Agreement. Pearsall Holdings claims the outstanding amount due under the Note and Loan Agreement as of the Petition Date of June 6, 2022, includes the principal balance of $2,923,050, interest of $197,167, late fees of $14,874 and attorney fees of $14,278. The Debtor is also obligated to the SBA pursuant to a loan from North Texas Certified Development Corporation, which has been assigned to the SBA. The SBA claims to hold a second lien and security interest subordinate to the lien and security interest held by Pearsall Holdings in Pearsall Holdings' Collateral. The rights and interests granted to Pearsall Holdings will be deemed to include a similar grant to the SBA; provided, however, the rights and interests granted to the SBA will be subordinate to the rights and interests granted to Pearsall Holdings as provided in the Third Party Lender Agreement dated November 30, 2015. The Debtor's authority to use cash collateral will immediately and automatically terminate -- except as Pearsall Holdings may otherwise agree in writing in its sole discretion -- upon the earliest to occur of: a. August 31, 2022 (unless a new budget has been approved); b. The occurrence of any violation by the Debtor of any provision of the Order, including, but not limited to, the Debtor's failure to materially adhere to the Approved Cash Collateral Budget, or violation of any of the covenants and agreements set forth in the Order, including, but not limited to, the reporting requirements; c. The dismissal of the Chapter 11 Case or the conversion of the Chapter 11 Case into a case under Chapter 7 of the Bankruptcy Code; d. A trustee or an examiner with enlarged powers (beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code) relating to the operation of the business of any Debtor is appointed in the Chapter 11 Case without the prior written consent of Pearsall Holdings (which consent may be withheld in its sole discretion), or the Debtor applies for, consents to, or acquiesces in, any such appointment without the prior written consent of Pearsall Holdings (which consent may be withheld in its sole discretion); e. The Order is stayed, reversed, vacated, amended or otherwise modified in any respect without the prior written consent of Pearsall Holdings (which consent may be withheld in its sole discretion); f. This or any other Court enters an order or judgment in the Chapter 11 Case modifying, limiting, subordinating or avoiding the priority of or the perfection, priority or validity of Pearsall Holdings' lien on any of its Collateral; g. The occurrence of a date upon which no Approved Cash Collateral Budget exists; or h. Any order is entered, granting relief from the automatic stay to any person or entity other than Pearsall Holdings without its consent which affects the Debtor's assets or operations. As adequate protection, Pearsall Holdings is granted a replacement lien and security interest in all assets of the Debtor and its estate. Pearsall Holdings has requested that the Debtor pay to Pearsall Holdings on or before the 5th day of each month commencing in July 2022, the amount of $15,500, which will be applied to the Pearsall Holdings Indebtedness as determined by the Court or agreed to by the parties. Creditors have until July 28, 2022, to object to this adequate protection payment being proposed to Pearsall Holdings. All liens and security interests granted to Pearsall Holdings are deemed duly perfected and recorded under all applicable federal or state or other laws as of the date hereof, and no notice, filing, mortgage recordation, possession, further order, or other third party consents or other act, will be required to effect such perfection. The Debtor will also maintain insurance with respect to all Pearsall Holdings Collateral for the purposes and in the amounts reasonably required by Pearsall Holdings. The insurance will contain a standard mortgage clause with Pearsall Holdings named as loss payee. A copy of the order and the Debtor's budget is available at https://bit.ly/3Pg19B1 from PacerMonitor.com. The Debtor projects $83,086 in gross income and $80,065 in total expenses for July 2022. About H&S Alang, LLC H&S Alang, LLC operates a Hampton Inn hotel located in Pearsall, Texas. H&S Alang, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40712) on June 6, 2022. In the petition filed by Jaspreet S. Alang, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. Pearsall Holdings, LLC, as secured creditor, is represented by Kenneth Stohner Jr., Esq. at Jackson Walker LLP. HIDILI INDUSTRY: Taps Dechert in Securing Ch.15 Recognition ----------------------------------------------------------- Dechert represented the foreign representative of Hidili Industry International Development Limited in a chapter 15 case filed with the United States Bankruptcy Court for the Southern District of New York. On July 12, Hidili successfully secured Chapter 15 recognition of its Hong Kong restructuring scheme in New York. On January 31, 2022, Hidili commenced a proceeding to sanction a scheme of arrangement (the "Hong Kong Scheme") before the High Court of the Hong Kong Special Administrative Region, Court of First Instance (the "Hong Kong Court") seeking to restructure 8.625% senior notes due 2015 in the originally issued amount of $400 million. The Hong Kong Scheme was approved by an overwhelming majority of creditors and was sanctioned by the Hong Kong Court. On June 10, 2022, the foreign representative of Hidili, represented by Dechert, commenced a case under chapter 15 of the Bankruptcy Code before the United States Bankruptcy Court for the Southern District of New York, seeking recognition and enforcement of the Hong Kong Scheme. The case was assigned to the Honorable Judge David S. Jones, who entered today (July 12, 2022) an order recognizing and enforcing the Hong Kong Scheme in the United States. A cross-border Dechert team of New York and Hong Kong-based lawyers, led by New York-based partner Shmuel Vasser, and including Stephen Wolpert (Counsel N.Y.), Isaac Stevens and Allyesha Hall (Associates, N.Y.) and Hong Kong-based partners Stephen Chan and Dan Margulies, and associate Charles Lam, worked on this case. Hidili, a Cayman Islands company, is an investment holding entity, parent of a number of direct and indirect subsidiaries primarily engage in coal mine production, mining operations, mine development, and the manufacture and sale of clean coal and coke in China. Hidili has been also registered as a non-Hong Kong entity in Hong Kong and its shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited. About Dechert's Financial Restructuring Practice Dechert's financial restructuring group represents creditors, investors and troubled companies in all types of in-court and out-of-court restructuring matters. The practice represents clients in highly sophisticated, precedent-setting matters and holds substantial market share of the largest and most complicated deals. Dechert has a particularly strong track record advising on cross-border restructuring matters. In 2021, Dechert was ranked as one of the world's top five law firms for cross-border restructuring and insolvency matters in Global Restructuring Review's "GRR 30" listing. About Hidili Industry Hidili Industry International Development Ltd. is a Chinese coal mining company. Hidili owns a group of companies engaged in the coal and coke business in China, operating coal mines, and coal washing. Hidili's headquarters are at 16th Floor, Dingli Mansion, No. 185 Renmin Road, Panzhihua, Sichuan 617000, China. Hidili maintains an office at Room 1306, 13th Floor, Tai Tung Building, 8 Fleming Road, Wanchai, Hong Kong, which serves as its principal place of business in Hong Kong. The Group's audited consolidated financial statements for the year Ended Dec. 31, 2021, reflects that the Group's total current assets are US$240.39 million and total non-current assets are US$1,628.51 million, for total assets of US$1,868.90 million. Hidili's audited consolidated financial statements for the year ended Dec. 31, 2021, reflects that the Group's total current liabilities are US$1,674.74 million and total non-current liabilities are US$51.98 million, for total liabilities of US$1,726.72 million. Hidili Industry International Development Ltd. sought Chapter 15 bankruptcy protection (Bankr. S.D.N.Y. Case No. 1:22-bk-10736) on June 10, 2022 to seek recognition of its proceedings before the High Court of Hong Kong Special Administrative Region, Court of First Instance. Chu Lai Kuen, the Chief Financial Officer and Company Secretary of the Company, has been appointed as legal foreign representative to represent the Debtor in the Chapter 15 proceedings. Hidili's U.S. counsel: Stephen M. Wolpert Dechert LLP 212-698-3836 stephen.wolpert@dechert.com IAMGOLD CORP: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company July 8, 2022, retained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by IAMGOLD Corporation. Headquartered in Toronto, Canada, IAMGOLD Corporation is a mid-tier gold mining company. IMAGEWARE SYSTEMS: Nantahala Hikes Loan Draw Amount by $150K ------------------------------------------------------------ ImageWare Systems, Inc., on July 13, 2022, entered into the Second Amendment to the Term Loan and Security Agreement, by and between the Company and certain funds and separate accounts managed by Nantahala Capital Management, LLC. Pursuant to the Amended Loan Agreement, Nantahala (i) increased the Maximum Draw Amount (as defined in the Amended Loan Agreement) by $150,000, so that the Company may, and on the Effective Date did, request an additional draw in the amount of $150,000 under the credit facility, and (ii) provided a continued waiver of the Minimum Cash Threshold (as defined in the Amended Loan Agreement) through the Effective Date. The Amended Loan Agreements provides for, among other things: (i) the payment to Nantahala fees in the amount of $50,000, to be paid-in-kind by increasing the total outstanding principal amount under the Credit Facility; (ii) the accrual, following July 5, 2022, of interest on all Loans under the Credit Facility at the Default Rate (as defined in the Amended Loan Agreement); and (iii) the exchange of certain shares of the Company's Series D Convertible Preferred Stock, par value $0.01 per share, held by Nantahala, with a stated value equal to $150,000 (plus all accrued and unpaid dividends on such shares of Series D Preferred), for additional Loans under and pursuant to the terms of the Amended Loan Agreement. As a result, the aggregate principal amount due and owing to Nantahala under the Amended Loan Agreement as of the Effective Date is approximately $5,995,465, payable on or before Dec. 29, 2022. As further consideration for the Additional Draw, the Company agreed to: (i) appoint a new officer with the exclusive power and authority to, among other things, manage, merger and acquisitions, the sale of any material assets, and financings on behalf of the Company; (ii) deliver certain cash flow forecasts to Nantahala; and (iii) raise certain additional capital, in each case as more fully set forth in the Amended Loan Agreement. James Demitrieus has been designated by the Board to serve as the Specified Officer. About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- provides defense-grade biometric identification and authentication for access to data, products, services or facilities. The Company's products are used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. As of March 31, 2022, the Company had $5.73 million in total assets, $14.21 million in total liabilities, $10.48 million in mezzanine equity, and a total shareholders' deficit of $18.96 million. Irvine, California-based Baker Tilly US, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. IMAGEWARE SYSTEMS: Nantahala Investors Have 41% Stake as of July 13 ------------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Imageware Systems, Inc. as of July 13, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Nantahala Capital Management, LLC 236,528,689 41.1% Wilmot B. Harkey 236,528,689 41.1% Daniel Mack 236,528,689 41.1% Nantahala Capital Partners II Limited Partnership 42,492,133 7.4% On July 13, 2022, the Nantahala Investors agreed to exchange 150 shares of Series D Preferred in connection with the Second Amendment to the Term Loan and Security Agreement. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/941685/000110465922080261/tm2221227d3_sc13da.htm About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- provides defense-grade biometric identification and authentication for access to data, products, services or facilities. The Company's products are used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. As of March 31, 2022, the Company had $5.73 million in total assets, $14.21 million in total liabilities, $10.48 million in mezzanine equity, and a total shareholders' deficit of $18.96 million. Irvine, California-based Baker Tilly US, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. INDEPENDENCE FUEL SYSTEMS LLC: Hits Chapter 11 Bankruptcy --------------------------------------------------------- Independence Fuel Systems LLC filed for chapter 11 protection in the Eastern District of Texas. According to court filing, Independence Fuel Systems LLC estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Independence Fuel Systems Independence Fuel Systems LLC builds critically necessary refueling infrastructure for America's cleanest, most abundant, and cost-effective fuel source, Compressed Natural Gas (CNG). Every medium and heavy haul truck manufacturer, as well as Americas "Big 3" (Ford, Chevrolet, and Dodge), are rolling fleet off the production floor to run on CNG. Independence Fuel Systems LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-60301) on July 14, 2022. In the petition filed by Charles Neuberger, as chairman of the board of managers, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Eric A Liepins, of Eric A. Liepins, P.C., is the Debtor's counsel. INTELLIPHARMACEUTICS: Delays Filing of Second Quarter Results ------------------------------------------------------------- Intellipharmaceutics International Inc. was not able to file its financial statements for the interim period ended May 31, 2022 and related management's discussion and analysis and accompanying chief executive officer and chief financial officer certificates by the July 15, 2022 deadline. The Company said, "Despite avoiding any major COVID-19 outbreaks across its various divisions, the spread of the Omicron variant led to certain senior management of the Company contracting the virus. Fighting symptoms of COVID-19 made it difficult to meet the Filing Deadline, but the Company is working expeditiously to finalize the Second Quarter Financial Filings and expects to file the Second Quarter Financial Filings by July 21, 2022. While the delay in filing the Second Quarter Financial Filings is largely due to COVID-19, the Company continues to operate as usual." Since the Company failed to file the Second Quarter Financial Filings by the Filing Deadline, as required by National Instrument 51-102 – Continuous Disclosure Obligations, the securities commissions or regulators may impose a failure-to-file cease trade order against all of the shareholders of the Company. As the Company endeavors to file the Second Quarter Financial Filings by July 21, 2022, the Company expects any issued failure-to-file cease trade order to be revoked within a couple of days following the filing of the Second Quarter Financial Filings. The Company will issue a news release once the Second Quarter Financial Filings have been filed. About Intellipharmaceutics Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company's patented Hypermatrix technology is a multidimensional controlled-release drug delivery platform that can be applied to a wide range of existing and new pharmaceuticals. Intellipharmaceutics has developed several drug delivery systems based on this technology platform, with a pipeline of products (some of which have received FDA approval) in various stages of development. The Company has ANDA and NDA 505(b)(2) drug product candidates in its development pipeline. These include the Company's abuse-deterrent oxycodone hydrochloride extended release formulation ("Oxycodone ER") based on its proprietary nPODDDS novel Point Of Divergence Drug Delivery System (for which an NDA has been filed with the FDA), and Regabatin XR (pregabalin extended-release capsules). Intellipharmaceutics reported a net loss and comprehensive loss of $5.14 million for the year ended Nov. 30, 2021, compared to a net loss and comprehensive loss of $3.39 million for the year ended Nov. 30, 2020. As of Feb. 28, 2022, the Company had $1.89 million in total assets, $10.90 million in total liabilities, and a total stockholders' deficit of $9.01 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 28, 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. INW MANUFACTURING: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg ------------------------------------------------------------------- Moody's Investors Service downgraded INW Manufacturing, LLC's Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Moody's additionally downgraded the company's senior secured term loan rating to Caa2 from B3. The ratings outlook is changed to negative from stable. The downgrade reflects INW's weaker than expected financial results for fiscal 2021 and the first quarter ended March 31, 2022 and Moody's expectations that earnings will remain weak, leverage will remain high and that negative free cash flow will weaken liquidity over the next 12 to 18 months. Inflationary headwinds, supply chain challenges, and labor shortages have all been headwinds for the company in 4Q21 and 1Q22, resulting in a sharp decline in EBITDA. Moody's expects the company will continue to face inflationary headwinds and supply chain challenges over the next year. As of March 31, 2022, INW's Moody's adjusted debt to EBITDA was high at 9.2x. Moody's projects that INW's debt to EBITDA will remain in the mid 8x range in the next 12 to 18 months as EBITDA growth is likely to be limited. Although management has taken some price actions to offset cost pressures, Moody's believes inflationary headwinds and high freight costs will continue to be a headwind. Insurance proceeds related to the Carrollton fire and an equity injection from the private equity sponsor have helped to partially fund cash needs including lost earnings due to the fire and capital spending related to capacity expansion and the buildout of a new aseptic manufacturing facility. However, revolver usage has increased and Moody's believes INW is reliant on the revolver to fund negative free cash flow and the $22 million of annual term loan amortization and this is weakening liquidity. Management is taking steps to stabilize performance. Price increases taken earlier this year should help offset some of the cost headwinds though Moody's anticipates it will be difficult for the company to fully recoup cost increases, leading to continued margin pressure. In addition, INW has replaced its Carrollton, Texas manufacturing facility, which was impacted by a fire in July 2021, with a new expanded Dallas, Texas based manufacturing facility that became operational in April 2022. As of July 2022, INW has been able to secure 85% of the plant's annual production capacity with approximately 90% of its customers from the Carrollton, Texas facility. The addition of this new facility should also help to improve profitability for INW. The downgrade of the term loan rating to Caa2 from B3 additionally reflects increasing utilization of the asset based revolver, which has a higher priority claim on accounts receivable and inventory. Higher revolver usage would weaken the term loan residual collateral position on these assets and the recovery prospects in the event of a default. The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: INW Manufacturing, LLC Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured Bank Credit Facility, Downgraded to Caa2 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: INW Manufacturing, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE INW's Caa1 CFR reflects the company's high debt-to-EBITDA of 9.2x (Moody's adjusted) for the LTM period ended March 31, 2022, in addition to negative free cash generation flow during the LTM period and projected for fiscal 2022 and fiscal 2023. The rating also reflects the company's relatively small scale and its aggressive revenue growth strategy based on acquisitions and low organic growth. The vitamin minerals and supplements (VMS) co-packaging industry is very competitive. INW attempts to differentiate itself from competitors by creating a one-stop-shop in which it can offer customers many different product formats, such as powders, tablets, capsules, liquids, soft-gels, bars, and gummies. Cornell Capital plans to double INW's EBITDA through organic growth and acquisitions. Moody's believes this growth strategy will help the company expand its customer reach. However, the aggressive growth strategy also increases credit risk and integration risk as future acquisitions are likely to be debt financed. Having said that, INW's management team has stated that they would like to maintain a debt-to-EBITDA ratio of 4.0-5.0x over the long-term. Moody's expects INW to operate with weak liquidity based on $25.6 million of cash as of May 31, 2022, approximately $61.7 million of availability under the $115 million ABL revolver (as of May 2022), free cash flow of -$20 to -$40 million after capital expenditures of approximately $30-40 million in the next 12 months, and no meaningful maturities through 2026 aside from approximately $22 million of required annual term loan amortization. Moody's believes the unused revolver capacity is sufficient to meet the cash needs, but growing usage will constrain liquidity particularly if the company is unable to execute an operational turnaround in 2023. INW has exposure to environmental risks because it is reliant on energy and agriculture inputs that are natural resource intensive and could be negatively impacted by climate change. In addition, the company is also exposed to waste and pollution through its use of packaging materials that often are not or cannot be recycled. INW is exposed to social risks. The company faces responsible production risks because the company must manage a complex supply chain while maintaining product safety and quality measures in order to prevent contamination. Customer relations risk exists but is limited as the company has very limited direct relationships with consumers and does not face labeling and disclosure risks. Consumer focus on health and wellness initiatives creates good long-term demand for the VMS industry though the company must sustain product development that adjusts to changing consumer preferences to help mitigate demographic and societal trend risk. Lastly, the company is exposed to the health & safety risks of its employees as a manufacturer of vitamins, minerals, and supplements. Moody's views INW's financial policies as aggressive given its high financial leverage, private equity ownership and focus on growth through acquisitions that can lead to increased debt and integration risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects Moody's view that INW will be challenged to stabilize earnings and restore positive free cash flow over the next year due to continued cost and competitive pressures. The negative outlook also reflects the potential that increasing revolver utilization will further weaken liquidity. INW's ratings could be upgraded if the company significantly improves its operating performance, generates meaningful positive free cashflow on an annual basis, improves liquidity, and reduces leverage such that debt-to-EBITDA is sustained below 6.5x. Ratings could be downgraded if revenues declines, the company is unable to stabalize operating earnings and margins, free cash flow remains negative, or liquidity deteriorates further. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. INW Manufacturing, LLC ("INW") headquartered in Ogden, Utah provides development and manufacturing services for the global nutrition and wellness industry. The main company's capabilities include powders, solid dose, cosmetics, liquids, gel packs and nutrition bars; serving 550+ customers in the sports, nutrition, diet, energy, hydration, personal care, cosmetics, pet care and other related industries. The company has 14 manufacturing facilities which produce over 4,000 SKUs. Cornell Capital acquired the company in a March 2021 leveraged buyout simultaneous with the purchase of Bee Health, and subsequently acquired Capstone Nutrition in May 2021. IXS HOLDINGS: S&P Downgrades ICR to 'CCC+' on Declining Margins --------------------------------------------------------------- S&P Global Ratings downgraded IXS Holdings Inc. to 'CCC+' from 'B-'. Its '3' recovery rating on the company's first-lien term loan remains unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. S&P said, "The negative outlook reflects IXS' highly leveraged capital structure, which we view as unsustainable, combined with its vulnerability to the ongoing volatility in automotive OEM production levels, inflationary cost pressures, and rising interest rates that could further erode its increasingly tight liquidity position. "The downgrade and negative outlook reflect IXS' weak EBITDA margins, persistently negative free cash flow, and unsustainable capital structure. We forecast the company's debt to EBITDA will be well above 10x in fiscal year 2022 because its EBITDA margins have declined to well below 5% in recent quarters from above 20% before the COVID-19 pandemic. The recent decline in IXS' EBITDA margins has primarily been due to the volatility in automotive OEM production levels, the broad inflationary pressures affecting critical commodity chemical inputs used in its coating products, and a sharp increase in freight and logistics-related costs that has proven difficult to pass through to its customers. "Our base-case forecast now assumes negative FOCF of $50 million-$60 million in fiscal year 2022 due, in part, to higher capital spending. The increase in the company's capital spending is largely for an outsized operational investment to upstream its manufacturing capabilities, which will likely provide it with cost savings over the medium term. While IXS has been able to efficiently manage its working capital, we believe an increase in its volumes in the back half of 2022 could lead to some working capital reinvestment during the latter part of the year. We forecast the company's FOCF will remain negative in fiscal year 2023 as it completes its strategic vertical integration investment." While the company has made some progress in negotiating better raw material pass-throughs amid the gradual recovery in its volumes, we believe the volatility in automotive OEM production will likely persist in 2022, thus the magnitude of its success in passing on higher costs to its customers remains uncertain. S&P said, "We expect IXS' top-line revenue and margins will gradually recover in the next couple years as OEM vehicle production stabilizes and it is able to right-size its cost structure to offset recent inflationary pressures. However, the company's recovery will depend on the cadence of the recovery in OEM volumes, which have continued to be hindered by supply chain disruptions. S&P Global Ratings economists have also recently escalated their U.S. recession forecast to 40% over the next 12 months because they expect supply chain disruptions to persist amid higher inflation, which could negatively affect consumer spending. These factors could also reduce the pricing of expensive pickup trucks and limit the demand for the higher-end trims that include the company's products over the next year. "IXS' liquidity weakened significantly over the last couple of quarters and could tighten further in the coming months. We now view the company's liquidity as less than adequate, which indicates that we forecast its current sources, including its balance sheet cash and asset-based loan (ABL) facility availability, will be less than 1.2x its cash uses over the next 12 months, which we view as extremely tight given the uncertainty around automotive OEM volumes. Rising interest rates will act as a drain on IXS' cash flows in the near term, given the floating-rate nature of its capital structure (principally the first-lien term loan that bears interest at LIBOR plus 4.25%), and further pressure its liquidity. Still, the company only has a springing 1x minimum fixed charge coverage covenant and no near-term debt maturities. "The negative outlook on IXS reflects its highly leveraged capital structure that we view as unsustainable, as well as its vulnerability to ongoing automotive OEM production volatility, inflationary cost pressures, and rising interest rates, which could further erode its increasingly tight liquidity position." S&P could lower its ratings on IXS over the next 12 months if: -- Its liquidity position deteriorates further such that it is unable to finance its operations over the next 12 months, which could occur due to continued margin pressure from sustained automotive OEM production volatility or an inability to pass through inflationary cost pressures; or -- S&P foresees an increased likelihood it will engage in a refinancing or restructuring transaction we would consider distressed. S&P said, "We could revise our outlook on IXS to stable if it materially improves its liquidity position without taking on incremental debt and we see a path for it to generate sustainable positive FOCF. Specifically, we believe the company could generate sustainable positive FOCF if it improves its EBITDA margin upon stabilization in automotive OEM production volumes or successfully passes through its ongoing inflationary pressures." ESG credit indicators: E-2, S-2, G-3 S&P said, "Environmental factors have an overall neutral influence on our credit rating analysis of IXS Holdings Inc. because it offers vehicle customization services to OEMs and aftermarket consumers and specializes in spray-on pickup truck bedliners. None of its products face displacement risk even if the OEMs produce more electric trucks due to increased regulation. Governance is a moderately negative consideration. Our highly leveraged assessment of the company's financial risk profile reflects its corporate decision-making that prioritizes the interests of its controlling owners, which is consistent with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." IYAR POST: Returns to Chapter 11 Bankruptcy ------------------------------------------- Iyar Post LLC recently filed for chapter 11 protection in the Eastern District of New York. The Debtor claims to be a Single Asset Real Estate. Its principal place of business is 818 Post Avenue Staten Island, New York 11229. The Debtor's formal schedules of assets and liabilities and statement of financial affairs are due July 27, 2022. According to court filings, Iyar Post LLC estimates between 1 and 49 unsecured creditors. The Petition states funds will not be available to Unsecured Creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Aug. 22, 2022, at 2:45 PM at Teleconference - Brooklyn. About Iyar Post LLC Iyar Post LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Iyar Post LLC previously sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-44805) on Aug. 7, 2019. The case was dismissed in April 2020 following a stipulation entered by the Debtor and the U.S. Trustee. Iyar Post LLC again sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41679) on July 14, 2022. In the petition filed by Roseanne B. Ross, as manager, the Debtor estimated assets between $500,000 and $1 million and liabilities between $500,000 and $1 million. Vivian Sobers, of Sobers Law, PLLC, is the Debtor's counsel. JENNIE STUART MEDICAL: Fitch Hikes Issuer Default Rating From 'BB+' ------------------------------------------------------------------- Fitch Ratings has upgraded Jennie Stuart Medical Center's (JSMC) Issuer Default Rating (IDR) to 'BBB-' from 'BB+'. The Rating Outlook is Stable. Fitch has also upgraded JSMC's revenue bond rating to 'BBB-'. The revenue bond ratings apply to approximately $62 million of bonds issued by County of Christian, Kentucky on behalf of JSMC. SECURITY The bonds are secured by a pledge of gross revenues, a first mortgage lien on certain property and a debt service reserve fund. ANALYTICAL CONCLUSION JSMC's margins continued to improve from fiscal 2019 through 2021 due to a from combination of non-recurring items and operating improvement initiatives, averaging an operating EBITDA of 15.1% for the last three audited years. Given this level of robust cashflow JSMC's unrestricted liquidity has increased to $126 million (311 days cash on hand [DCOH]), resulting in improved debt to cash and debt to capitalization metrics based on JSMC's current debt load. Fitch does not expect operating cash flow to continue at levels of over 12% over the long-term, but the recent improvement in liquidity has, provided JSMC with additional flexibility to execute strategic initiatives in the coming years and weather current sector and economic pressures. The upgrade to the 'BBB-' reflects the improved financial capacity, and continues to reflect JSMC's position as a small stand-alone facility with a leading market share, but operating in a more limited service area with a weak payor mix and stagnant population growth that will likely constrain the medical center's ability to sustain high revenue growth over multi-year periods. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Leading Market Position in Challenging Service Area JSMC's primary service area ([PSA] Christian, Todd and Trigg Counties) is economically challenged, reflected in a payor mix where Medicaid and self-pay totaled 26.9% of gross revenues as of Dec. 31, 2021, although self-pay declined in fiscal 2021 to 2.8% from 3.2%. JSMC maintains a sole community hospital (SCH) designation and has a leading market share of 61% in its PSA, which is significantly higher than its nearest competitor in western Kentucky. Inpatient and surgical volumes have not fully recovered from the pandemic in the first half of 2022 but management has also been pursuing other strategies to expand JSMC's reach within and outside its PSA. The Blue Creek Medical Office Building (MOB) opened in November 2020 and continues to record monthly growth rates towards targeted volumes. The MOB also houses clinical services provided by Vanderbilt Health, JSMC's clinical affiliated partner. JSMC is pursuing certain clinical expansions, including orthopedic robotic surgery, but significant revenue growth opportunities remain somewhat constrained given JSMC's already dominant PSA market share in an area with modest population declines. Operating Risk: 'bbb' Significantly Improved Operating Performance Fitch expects that JSMC's operating EBITDA margins will be at levels around 8% to 9% in the coming years, particularly given the incremental Hospital Rate Improvement Program (HRIP) revenue that it began to receive as of 2019. HRIP allows hospitals in Kentucky to draw more federal funds and in early 2021 a change was made to the program where the per claim add on changed the reimbursements from Medicaid rates to closer to average commercial rates. JSMC received a four-million-dollar payment for 2020 that was recognized as revenue in the second half of 2021 as part of the change. JSMC is expecting to receive approximately $8.5 million for the full 2022 year. The program requires an annual renewal from CMS, and currently no approval has been made for FY 2023. The higher operating EBITDA margins of 17.3% in 2021 follow a 15.4% operating EBITDA margin in 2020, which included $9.2 million in CARES funding to offset some of the revenue loss from the pandemic, and expense savings and staff reductions in response to the lower patient volume. Although operating margin improvement continued in 2021 a few factors have led to lower margins in the early part of fiscal 2022. The late 2021 surge of COVID-19, continued employee recruitment and retention efforts, and generally increasing operating expenses in the current inflationary environment have resulted in JSMC posting a 7.2% operating EBITDA margin. Fitch expects operating EBITDA margins to stabilize around 8% for the near term. Management has been focusing on streamlining hospital operations to reduce costs and improve efficiency (particularly in length of stay), which had already begun to translate to improvement in operating results prior to the coronavirus pandemic. JSMC's operating results in recent years have also received a boost from JSMC's classification as a SCH and its reclassification into the Nashville MSA in 2016, which increased the wage class index reimbursement level. The Nashville MSA classification was renewed in 2019 for three more years which will continue to support JSMC's operating results. Average age of plant remains elevated (14.7 years as of fiscal 2021) and capital spending is expected to increase going forward following several years of comparatively lower reinvestment. JSMC will begin a $32 million expansion project in August that will revamp the hospital's pharmacy, consolidate oncology services, and expand the emergency department. The projects are expected to be completed in the first quarter of 2024. Initially, management was not expecting to incur additional debt in conjunction with these projects and would finance them with cash reserves and operating cash flow. However, in an effort to preserve liquidity approximately $20 million of the project may be financed with privately placed bank debt. Fitch believes the financial capacity JSMC has garnered over the last three fiscal years gives them flexibility to fund the project with either cash, debt or a combination of the two without detriment to the current rating. Financial Profile: 'bbb' Improved Financial Profile in the Forward-Look-Scenario Analysis Excluding $9.5 million in Medicare accelerated payments that were on the balance sheet as of FYE 2021, DCOH continued improvement to 311 days from 259 days in 2020. Accordingly, cash to adjusted debt increased to 155%, which aligns with an improved financial profile assessment of midrange from weak in the context of a midrange operating risk assessment. Cash to debt recovers to levels close to 133% after a revenue stress and an issuer-specific portfolio stress of 12.6%. Fitch's forward-look scenario analysis assumes operating EBITDA margins averaging around 8% and increased capital spending in 2022 and 2023 for the cancer expansion and emergency department projects. The financial profile assessment supports the Stable Outlook as it signals leverage metrics that are in line with an investment grade rating. Asymmetric Additional Risk Considerations Thera are no asymmetric risk considerations affecting the rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Maintenance of recently improved operating performance that sustains operating EBITDA metrics at over 10%; -- Sustained cash flow growth that supports higher levels of capital spending while maintaining cash to adjusted debt of well above 100% during Fitch's stress analysis. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- An Outlook revision to Stable would be based on a significant reduction in liquidity that leads to cash to adjusted debt levels that is expected to remain below 100%; -- Operating EBITDA margins that fall below 8%. 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. JSMC is a 194-licensed bed (139-staffed bed) inpatient acute care hospital located in Hopkinsville, KY, approximately 70 miles north of Nashville, TN and 40 miles south from Madisonville, KY. JSMC had total operating revenues of around $175 million in fiscal 2021. 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 ---- ------ ----- Jennie Stuart Medical LT IDR BBB- Upgrade BB+ Center (KY) Jennie Stuart Medical LT BBB- Upgrade BB+ Center (KY) /General Revenues/1 LT JGR GROUP: Wins Cash Collateral Access Thru Aug 11 -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized JGR Group, Inc. to continue using cash collateral in accordance with the budget, with a 10% variance through August 11, 2022. The Debtor is permitted to use cash collateral, but may only make payments set forth in the Amended Budget and is not authorized to make additional payments without prior approval of the Court. The Debtor must file by July 27 at 12:00 p.m., a motion seeking approval of the payments of prepetition amounts described in the section 341 meeting. The previous Interim Order as modified will remain in full force and effect. As previously reported by the Troubled Company Reporter, the U.S. Small Business Administration provided the Debtor with a $2,000,000 loan 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 final hearing on the matter is scheduled for August 10 at 11 p.m. A copy of the order is available at https://bit.ly/3PitJli from PacerMonitor.com. 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. JOHNSON & JOHNSON: Faces Investor Push to Globally Pull Out ----------------------------------------------------------- Fraiser Kansteine of Fierce Pharma reports that Johnson & Johnson has asked U.S. officials to cut in after an activist investor sought to halt sales of the company’s talc-based baby powder abroad. Separately, the New Jersey-based drugmaker butted heads with Reuters over a story on the "Texas two-step" strategy it employed to pawn talc liabilities off on a new company late last year. First, the shareholder concerns: Activist investor platform Tulipshare wants to leverage a vote to stop J&J from selling its talc-based powder around the world. J&J currently faces nearly 40,000 lawsuits related to talc safety concerns, which hinge on the product's potential to cause cancer. Not content to play sitting duck, J&J has asked the U.S. Securities and Exchange Commission (SEC) to exclude Tulipshare's proposal from an upcoming proxy filing. Tulipshare is an investment platform that allows people to pool shares in a bid to promote changes at companies. "We want Johnson & Johnson to stop the sale of its talc-based powder globally," Tulisphare says on its talc campaign page. "Shockingly, Johnson & Johnson continues to say that their product is 'safe' even though long-term use of talcum powder has been linked to multiple cancers including ovarian cancer and mesothelioma," the investor platform continues. Johnson & Johnson, for its part, maintains that its talc products are safe. "We stand behind the safety of Johnson’s Baby Powder, which is safe, does not contain asbestos and does not cause cancer," a company spokesperson told Fierce Pharma. In a letter to the SEC, lawyers for J&J asked officials to not require the company to bring the issue to a vote at its annual meeting. The proposal would weigh on J&J's litigation strategy and "intrude upon management's exercise of its day-to-day business judgment with respect to pending litigation in the ordinary course of business operations," the J&J lawyers wrote. In October, J&J created the company LTL Management to absorb liabilities associated with its talc litigation. It leveraged a strategy known as the "Texas two-step," under which the subsidiary immediately filed for bankruptcy protection. The goal was to halt litigation and transfer the cases to bankruptcy court, where plaintiffs would vie for compensation from a limited pool of money, Reuters reported late last week. Prior to the LTL bankruptcy filing, J&J faced about $3.5 billion in talc verdict and settlement costs, Reuters noted. Now, J&J plans to give its subsidiary $2 billion to put into a trust to compensate all 38,000 current plaintiffs, plus future plaintiffs, the publication said. J&J started sizing up the maneuver as early as April, Reuters pointed out. It created a covert "Project Plato" to evaluate the strategy, the news service reports. Late Thursday, July 14, 2022, J&J and LTL lawyers sought a temporary restraining order to block the publication of Reuter's Project Plato story, the news outlet says. The lawyer accused attorneys for the plaintiffs of sharing confidential information with Reuters in a bid to try the case in the press. A Reuters spokesperson says J&J's claims are meritless. J&J stopped selling its talc-based powders in the U.S. and Canada in May 2020. At the time, the company blamed lagging demand on "changes in consumer habits fueled by misinformation around the safety of the product and a constant barrage of litigation advertising." J&J has remained stalwart in the defense of its baby powder products. "We stand behind the ingredients we use in our products, and Johnson & Johnson has a rigorous testing standard in place to ensure our cosmetic talc is safe," a company spokesperson told The Guardian. "Not only is our talc routinely tested to ensure it does not contain asbestos, but our talc has also been tested and confirmed to be asbestos-free by a range of independent laboratories, universities, and global health authorities." 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. 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. LEXARIA BIOSCIENCE: Incurs $2.4 Million Net Loss in Third Quarter ----------------------------------------------------------------- Lexaria Bioscience Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net and comprehensive loss of $2.42 million on $99,717 of revenue for the three months ended May 31, 2022, compared to a net and comprehensive loss of $2.57 million on $204,055 of revenue for the three months ended May 31, 2021. For the nine months ended May 31, 2022, the Company reported a net and comprehensive loss of $5.87 million on $144,247 of revenue compared to a net and comprehensive loss of $2.88 million on $691,717 of revenue for the nine months ended May 31, 2021. As of May 31, 2022, the Company had $9.14 million in total assets, $225,165 in total liabilities, and $8.91 million in total stockholders' equity. Lexaria stated, "We have accumulated a large deficit since inception that has primarily resulted from executing our business plan, including R&D expenditures, in seeking to identify and develop our intellectual property patents for licensing and product creation. We expect to continue to incur losses for at least the short term. "To date, we have obtained cash and funded our operations primarily through equity financings and limited amounts from revenue generation while our licensees ramp up production and market expansions. We expect to continue to evaluate various funding alternatives on an ongoing basis as needed to maintain operations, to continue our research programs and to expand our patent portfolio. If we determine it is advisable to raise additional funds, there is no assurance that adequate funding will be available to us or, if available, that such funding will be available on terms that we or our stockholders view as favorable. Market volatility and global economics may have a significant impact on the availability of funding sources and the terms at which any funding may be available. "It will require substantial cash to achieve our objectives for developing and patenting our intellectual property across all applicable market and industry segments. This process typically takes many years and potentially millions of dollars for each segment. If we pursue full commercial exploitation of all applicable market and industry segment opportunities, we will need to obtain significant funding from existing or new relationships, increasing revenue streams or from other sources of liquidity such as the sale of equity, issuance of debt or other transactions. "Cash requirements will vary depending on the results of our research programs and the requirements of each industry segment pursued. Pursuit of each segment will progress or be curtailed based on available sources of cash with which to execute individual segment business plans. The requirements will also be affected by transactions with existing or new relationships and the depth of regulatory requirements in each segment for compliance required to approve our IP and to market and license it. These changes to requirements and transactions may impact our liquidity as well as affect our expenditures." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1348362/000164033422001505/lxrp_10q.htm About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a global innovator in drug delivery platforms. Its patented DehydraTECH drug delivery technology changes the way Active Pharmaceutical Ingredients enter the bloodstream, promoting healthier ingestion methods, lower overall dosing, and higher effectiveness for lipophilic active molecules. DehydraTECH increases bio-absorption, reduces time of onset, and masks unwanted tastes for orally administered bioactive molecules, including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), nicotine, and other molecules. Lexaria has licensed DehydraTECH to multiple companies in the cannabis industry for use in cannabinoid beverages, edibles and oral products and to a world-leading tobacco producer for the development of smokeless, oral-based nicotine products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 16 patents granted and over 60 patents pending worldwide. Lexaria Bioscience reported a net loss and comprehensive loss of $4.19 million for the year ended Aug. 31, 2021, a net loss and comprehensive loss of $4.08 million for the year ended Aug. 31, 2020, and a net loss and comprehensive loss of $4.16 million for the year ended Aug. 31, 2019. As of Feb. 28, 2022, the Company had $11.41 million in total assets, $194,623 in total liabilities, and $11.22 million in total stockholders' equity. LIFE CENTER CHURCH: Amends Plan to Include City of Chicago Claim ---------------------------------------------------------------- Life Center Church of God in Christ submitted a Fifth Amended Plan of Reorganization dated July 14, 2022. The Debtor is the proponent and disbursing agent of this Plan. This Plan provides for distribution to the holders of allowed claims from the continued operation of the Debtor's Business. The Debtor has also worked diligently to market its worship services, continually increasing weekly attendance and revenues. Class 1(b) consists of the claim of Stolat Financial, LLC. Stolat Financial, LLC., holds a first priority mortgage on property located at 8126 S. Merrill Chicago, IL 60617. Stolat Financial, LLC has a secured claim in the estimated amount of $30,000.00 at 4% interest. Debtor shall pay Stolat monthly payments of $1,000.00 for 32 months or until such time as the claim is paid in full under the Plan. Class 1(c) the City of Chicago has a secured claim in the amount of $5,412.80 which will be paid out over a period of (60) months in the amount of $90.22 per month. The City of Chicago retains its statutory lien until its claim has been paid in full, and in the event of sale of the property any balance still due on the City's claim shall be paid in full out of the proceeds of the sale. Class 2a consists of the claim of the Department of the Treasury- Internal Revenue Service ("the IRS"), totaling $37,316.04. The IRS shall receive on account of its priority tax claim payment in full plus interest at 3% over a period of 60 months in the monthly payment amount of $640.59 unless IRS agrees to different treatment under the Plan. Department of Treasury-Internal Revenue Service. Class 2b Illinois Department of Revenue ("the IDOR") has a priority claim in the amount of $199.23 which shall be paid in lump sum on the first disbursement date under the plan. Like in the prior iteration of the Plan, unsecured claims will be paid at 10% of the total claim in the aggregate amount of $39,839.44 in monthly payments of $663.99 without interest. This Plan is self-executing. The Debtor shall not be required to execute any newly created documents to evidence the claims, liens or terms of repayment to the holder of any Allowed Claim. Furthermore, upon the completion of the payments required under this Amended Plan to the holders of Allowed Claims. A full-text copy of the Fifth Amended Plan of Reorganization dated July 14, 2022, is available at https://bit.ly/3On2V1Q from PacerMonitor.com at no charge. Attorney for the Debtor: William E. Jamison, Jr., Esq. LAW OFFICE WILLIAM E. JAMISON 53 W. Jackson Blvd., Suite #309 Chicago, IL 60604 Tel: (312) 226-8500 About Life Center Church of God in Christ Life Center Church of God in Christ, a tax-exempt religious organization based in Chicago, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-10661) on Sept. 15, 2021, listing as much as $10 million in both assets and liabilities. T.L. Barrett, Jr., president of Life Center Church, signed the petition. Judge Carol A. Doyle oversees the case. William E. Jamison, Jr., Esq., at William E. Jamison & Associates, serves as the Debtor's legal counsel. LIQUIDATE DIRECT: RCF1 Sets July 28 Auction for All Assets ---------------------------------------------------------- Secured party RCF1 LLC will offer and sell at public auction sale on July 28, 2022, at 1:00 p.m. PDT, to be conducted by video conference substantially all of the assets of borrower Liquidate Direct LLC, doing business as Solid Commerce. The borrower is in default under its loan and security agreements with the secured party and is obligated to secured party for the payment of principal, interest and other obligations in the amount of no less than $3.8 million, plus interest, attorney's fees and cost of collection and enforcement. All parties that intend to bid at the sale must be provided to the secured party a non-revocable written offer and cash deposit in the amount of $10,000, both of which must be received by the secured party on or before July 25, 2022. Parties interested in qualifying to participate in bidding at the sale should contact: Locke Lord LLP Attn: David Kupetz Email: david.kupetz@lockelord.com Tel: 213-687-6774 Founded in 2003, Liquidate Direct LLC develops or modifies computer software and packaging. LIQUIGUARD TECHNOLOGIES: Files Chapter 11 Bankruptcy Protection --------------------------------------------------------------- Liquiguard Technologies, Inc., returned to Chapter 11 bankruptcy. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor disclosed $18,322 in assets against $482,559 in liabilities in its schedules. According to court filings, Liquiguard Technologies estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Liquiguard Technologies Liquiguard Technologies Inc. -- https://www.liquiguard.com/ -- provides specialty protective coatings to help protect, preserve and enhance the appearance and useful life of all types of everyday materials. Liquiguard Technologies previously sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-bk-19449) on Aug. 2, 2018. Liquiguard Technologies, Inc., filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-15388) on July 14, 2022. In the petition filed by Abbas A. Sadriwalla, as president, the Debtor estimated assets up to $50,000 and liabilities between $100,000 and $500,000. Aleida Martinez-Molina has been appointed as Subchapter V trustee. Chad T Van Horn, of Van Horn Law Group, P.A., is the Debtor's counsel. LOYE GRADING: Bid to Use Cash Collateral Denied as Moot ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina, Greensboro Division, denied as moot the motion to use cash collateral filed by Loye Grading & Tree Service, Inc. due to the confirmation of the Debtor's Third Amended Plan of Reorganization. As previously reported by the Troubled Company Reporter, the Court authorized the Debtor to use cash collateral pursuant to the budget through the earliest of: (a) the entry of a final order authorizing the use of cash collateral; (b) the entry of a further interim order authorizing the use of cash collateral; (c) confirmation of a Plan of Reorganization; (d) September 30, 2021; (e) the entry of an order denying or modifying the use of cash collateral; or (f) the occurrence of a Termination Event. The Debtor was authorized to make additional expenditures on any one particular expense line item, not to exceed 10% of such line item, should the need arise, but in no case is the Debtor permitted to exceed the budget for total expenditures in excess of the budget by an amount greater than $15,000 without prior Court authority. The Secured Parties -- Direct Capital/CIT Bank, NA (CIT) and the U.S. Small Business Administration -- were granted a post-petition replacement lien in Debtor's post-petition property of the same kind which secured the obligations to the Secured Parties pre-petition, with such liens having the same validity, priority, and enforceability as the Secured Parties had against the same kind of such collateral as of the Petition Date, to the extent of the diminution in value of their cash collateral. About Loye Grading & Tree Service Loye Grading & Tree Service, Inc., established in June 1997, contracts with the State of North Carolina in order to mow the medians of highways in Rockingham County. It also provides demolition services, tree services, grading and other construction-related services. The company's president is Ricky W. Loye. His wife Pamela is the majority shareholder. Loye Grading & Tree Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 21-10257) on May 10, 2021. In the petition signed by Rickey W. Loye, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. The Debtor tapped Ivey, McClellan, Gatton & Siegmund as bankruptcy counsel and Daniel Forlano as accountant. MADISON SQUARE BOYS: Chapter 11 Abuse Claims Mediation Okayed ------------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge Wednesday, July 13, 2022, approved Madison Square Boys & Girls Club's request to appoint a mediator to try to settle dozens of sexual abuse claims, but held off entering the order to give unsecured creditors the chance to weigh in. In a virtual bench ruling, U.S. Bankruptcy Judge Sean H. Lane said he agreed with the New York City club that mediation is needed and should begin as soon as possible, but that he wouldn't enter the order until the U. S. Trustee's Office can organize a committee of unsecured creditors to review the proposal. A full-text copy of the article is available at https://www.law360.com/bankruptcy/articles/1511223/ny-youth-club-gets-ok-to-mediate-abuse-claims-in-ch-11 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. MARATHON OIL: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company July 7, 2022, retained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Marathon Oil Corporation. Headquartered in Houston, Texas, Marathon Oil Corporation is an independent international energy company. MARINE WHOLESALE: Wins Cash Collateral Access Thru Aug 30 --------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Marine Wholesale and Warehouse, Co. to use cash collateral on an interim basis during the period between entry of the order and the close of business on August 30, 2022 in accordance with the budget. As and for adequate protection from and against any diminution in the value of their interests in cash collateral, all persons and entities that hold perfected security interests in the Debtor's cash collateral are granted replacement liens in all of the Debtor's post-petition assets, other than recoveries from avoiding power actions, which liens will have the same validity, priority and extent as their prepetition liens. As additional adequate protection for the liens asserted by the United States Small Business Administration, the Debtor will make the monthly payments due the SBA under the parties' prepetition agreements in cash in the amount of $731 per month, commencing on August 1, 2022, and continuing on the first business day of each calendar month thereafter. As additional adequate protection for the liens asserted by the Alcohol and Tobacco Tax and Trade Bureau, pending the conclusion of the Final Hearing, the TTB may continue to hold without penalty the funds (in the amount of approximately $213,699 that were levied by the TTB prior to the commencement of the bankruptcy case. A final hearing on the matter is scheduled for August 30, 2022, at 11 a.m. A copy of the order is available at https://bit.ly/3cd5lTn from PacerMonitor.com. About Marine Wholesale and Warehouse Co. Marine Wholesale and Warehouse Co. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13785) on July 12, 2022. In the petition signed by Jennifer Hartry, vice president and secretary, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Sheri Bluebond oversees the case. David R. Haberbush, Esq., at Haberbush, LLP is the Debtor's counsel. MARRONE BIO: Ospraie Entities Cease to be Shareholders ------------------------------------------------------ Ospraie Ag Science LLC, Ospraie Management, LLC, Ospraie Holding I, LP, Ospraie Management, Inc., OAS MM, LLC, and Dwight Anderson disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of July 12, 2022, they have ceased to beneficially own any shares of common stock of Marrone Bio Innovations, Inc. As a result of the closing of the merger contemplated by that certain Agreement and Plan of Merger dated as of March 16, 2022 by and among Marrone Bio, Bioceres Crop Solutions Corp. and BCS Merger Sub, Inc., which Merger closed on July 12, 2022, the reporting persons no longer beneficially own, as of immediately following the closing of the Merger, any shares of the common stock of the Issuer. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1441693/000121390022039489/ea162756-13da12ospraie_marr.htm About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. The Company's products are sold through distributors and other commercial partners to growers around the world for use in integrated pest management and crop protection systems that improve efficacy and increase yields and quality while protecting the environment. Its products are often used in conjunction with or as an alternative to other agricultural solutions to control pests and enhance plant nutrition and health. Marrone Bio reported a net loss of $16.55 million for the year ended Dec. 31, 2021, compared to a net loss of $20.17 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $76.21 million in total assets, $53.34 million in total liabilities, and $22.87 million in total stockholders' equity. San Francisco, CA-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has 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. MATHESON TRUCKING: Has Deal on Cash Collateral Access ----------------------------------------------------- Matheson Trucking, Inc. asks the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, for authority to use cash collateral in accordance with its stipulation with Bank of America, N.A. and its affiliate Banc of America Leasing & Capital LLC. The Debtor requires the use of cash collateral to satisfy ordinary and necessary expenses of operating the Debtors' businesses, and pay fees and expenses for the administration of the chapter 11 cases. The Cash Collateral Stipulation: a. authorizes MTI to use cash collateral on an interim basis through September 2, 2022, or at a later date as may be mutually agreed by BofA and the Debtor in accordance with the budget (subject to permitted variances); b. requires MTI to make adequate protection payments to BofA equal to interest at the default rate under the BofA loan agreements, and reimburse other charges incurred by BofA as provided in the loan agreements; c. grants BofA adequate protection in the form of: (i) replacement liens on post-petition collateral (other than avoidance actions) for any diminution in the amount of its secured claim occasioned by use of cash collateral, and (ii) allowance of a Bankruptcy Code section 507(b) claim to the extent that the replacement liens are insufficient to provide BofA adequate protection, and d. requires the Debtor comply with certain financial reporting obligations to BofA. BofA is the only creditor known by the Debtor to have a valid and unavoidable interest in cash collateral. MTI's business essentially is to manage the operations of two affiliated companies, Matheson Flight Extenders, Inc. and Matheson Postal Services, Inc., both of which filed chapter 11 petitions in the Court on May 5, 2022. 121 Wawarme Investment Partners LLC obtained pre-judgment writ of attachment from a Connecticut state court and served that writ on BofA on or about July 1, 2022. Service of said writ of attachment may, at most, have created an inchoate lien on cash collateral in MTI's accounts at BofA. However, BofA's lien encumbers all of MTI's cash, so there is no value in MTI’s bank accounts for 121 Wawarme's inchoate lien to attach. Preliminarily, BofA's interest in cash collateral based upon its perfected security interest is superior to any subsequent interest 121 Wawarme may have acquired by the writ of attachment. BofA is presently owed approximately $7.1 million (excluding the $7 million contingent liability under the letter of credit). Hence, BofA's lien encumbers all of MTI's cash, so there is no value in MTI's bank accounts for 121 Wawarme's inchoate lien to attach. 121 Wawarme is therefore wholly unsecured, making any interest it holds in cash collateral void under Bankruptcy Code section 506(d). As adequate protection, BofA will be granted replacement liens and a claim under 11 U.S.C. section 507(b) to the extent provided in the Cash Collateral Stipulation and proposed order on an interim basis. A copy of the motion and the Debtor's budget for the period from June 10 to September 2, 2022 is available at https://bit.ly/3yFfsrI from PacerMonitor.com. The budget provides for, total cash outflows, on a weekly basis as follows: $1,844,725 for the week ending June 10, 2022; $844,811 for the week ending June 17, 2022; $1,178,721 for the week ending June 24, 2022; $2,551,599 for the week ending July 1, 2022; $760,978 for the week ending July 8, 2022; $696,881 for the week ending July 15, 2022; $1,066,075 for the week ending July 22, 2022; $713,108 for the week ending July 29, 2022; $2,460,864 for the week ending August 5, 2022; $721,881 for the week ending August 12, 2022; $716,322 for the week ending August 19, 2022; $1,062,861 for the week ending August 26, 2022; and $2,395,336 for the week ending September 2, 2022. About Matheson Trucking, Inc. Matheson Trucking, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-21758 on July 14, 2022. In the petition signed by Charles J. Mellor, chief restructuring officer, the Debtor disclosed up to $50 million in both assets and liabilities. Gregory Nuti, Esq. at Nuti Hart, LLP is the Debtor's counsel. MGAE MANAGEMENT: May Access Garden Savings' Cash Collateral ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, has authorized Mga Management, LLC to use the cash collateral of Garden Savings Federal Credit Union on an interim basis in accordance with the budget through July 31, 2022. The Debtor assert it is essential to its business and operations, and the preservation of the value of its assets, that it obtain an interim order authorizing it to use cash receipts to pay business expenses necessary to avoid irreparable harm to the estate. As of the Petition Date, the Credit Union made loans to the Debtor for which it received security interests pursuant to the Loan Documents. As of April 2, 2019, for valuable consideration received, the Debtor executed in favor of the Credit Union a Promissory Note in the original principal amount of $1,090,000. As of the Petition Date, the Debtor owes at least $1,163,689 on account of the Note. An itemization of the foregoing in set forth in the Credit Union's Proof of Claim No. 1 dated July 7, 2022, which Claim the Debtor does not contest at this time. As of Petition Date, it owned at least $1,163,689 to the Credit Union pursuant to the Loan Documents. As adequate protection, Credit Union is granted a continuing post-petition lien and security interest in all prepetition property of the Debtors as it existed on the Petition Date, of the same type against which the Credit Union held validly perfected liens and security interests as of the Petition Date; and a continuing post-petition lien in all property acquired by the Debtor after the Petition Date of the same type against which the Credit Union held validly perfected liens and security interests as of the Petition Date. The Replacement Liens granted will maintain the same priority, validity, extent and enforceability as the Credit Union's security interest and/or liens and liens had on the Prepetition Collateral and will be recognized only to the extent of any actual diminution in the value of the Prepetition Collateral resulting from the use of cash collateral pursuant to the Order. A further hearing on the matter is scheduled for July 28, 2022 at 2 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3o45TxI from PacerMonitor.com. The Debtor projects $26,823 in rental income and $16,369 in total expenses for July 2022. About MGA Management MGA Management, LLC, is the fee simple owner of a real property located in Hartford, Connecticut having a current value of $3 million. MGA Management filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-20315) on May 9, 2022. In the petition signed by Michael Ancona, member, the Debtor listed $3,041,461 in total assets and $1,452,000 in total liabilities. Judge James J. Tancredi oversees the case. Joseph J. D'Agostino, Jr., Esq., serves as the Debtor's counsel. NATIONWIDE FREIGHT: Wins Cash Collateral Access Thru July 26 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Illinois, Eastern Division, authorized Nationwide Freight Systems, Inc. to use cash collateral on further interim basis through July 26, 2022. As previously reported by the Troubled Company Reporter, in return for the Debtor's use of cash collateral, PNC Bank National Association, Vox Funding, LLC and Forward Financing, LLC were granted the following as adequate protection for their purported secured interests in the Debtor's property: 1. The Debtor will permit the Secured Creditors to inspect, upon reasonable notice and within reasonable hours, the debtor's books and records. By July 6, 2022, the Debtor must also provide PNC and any other Secured Creditor who requests it, the following information: a. current A/R aging report; b. a year-to-date profit and loss statement; c. balance sheet for the debtor; and d. an analysis of the proposed budget showing the actual amounts that the debtor expended and received compared to the amounts on the budget. 2. The Debtor must maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage and upon request provide proof of insurance to any Secured Creditor who asks for it. Without limiting or waiving the Secured Creditors' rights to request additional adequate protection, the Secured Creditors were granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of the bankruptcy estate to the extent and priority of their alleged pre-petition liens, if valid, but only to the extent of any diminution in the value of those assets. A further interim hearing on the motion is scheduled for July 25 at 10 a.m. A copy of the order is available at https://bit.ly/3IQ2UCG from PacerMonitor.com. About Nationwide Freight Systems, Inc. Nationwide Freight Systems, Inc. is an asset-based transportation and logistics provider located in Elgin, Illinois. It provides transportation, logistics, and distribution services to the printing, retail, hospitality and textile industries, and also to many manufacturing and wholesale companies of various sizes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-06364) on June 6, 2022. In the petition signed by Robert D. Kuehn, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Benjamin A. Goldgar oversees the case. David K. Welch, Esq., at Burke, Warren, Mackay and Serritella, PC is the Debtor's counsel. NEONODE INC: Postpones Annual Meeting of Stockholders ----------------------------------------------------- Neonode Inc.'s 2022 Annual Meeting of Stockholders, scheduled for July 15, 2022, has been postponed to a date to be determined by the Company's board of directors. The Company's board of directors will also establish a new record date for the 2022 Annual Meeting, and, based on this record date, the Company will deliver a new notice of the 2022 Annual Meeting to stockholders entitled to receive notice of such meeting. For more information or questions, please contact: Chief Financial Officer Fredrik Nihlen E-mail: fredrik.nihlen@neonode.com Chief Executive Officer Urban Forssell E-mail: urban.forssell@neonode.com About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. Neonode reported a net loss attributable to the company of $6.45 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $5.61 million for the year ended Dec. 31, 2020, and a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019. NEW JERSEY CITY UNIVERSITY: Moody's Lowers Issuer Rating to Ba1 --------------------------------------------------------------- Moody's Investors Service has downgraded New Jersey City University's (NJ) issuer and revenue bond ratings to Ba1 from Baa3. The bonds were issued through the New Jersey Educational Facilities Authority. Total outstanding debt for fiscal 2021 was $148 million. The ratings have been placed under review for possible downgrade. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The downgrade of the issuer rating reflects New Jersey City University's (NJCU) current and forecasted material structural financial imbalance, which has prospects to deplete unrestricted liquidity over the course of fiscal 2023 absent offsetting measures. Preliminary unaudited information for fiscal 2022 shows a significant operating deficit driving a reduction in liquidity to under 30 days cash on hand. Management has declared a financial emergency and is taking steps under an interim budget to adjust expenses, as well as seeking additional state funding. Returning to financial stability in the near term will prove difficult given the magnitude of the projected deficit, forecasted continued enrollment declines, and an inflationary environment. Since a recent peak in fall 2016, enrollment has declined 15% and management is budgeting for another decline in enrollment for fall 2022, which will pose a multi-year budget challenge. Additionally, the university is highly leveraged due to recent aggressive capital investments and high unfunded pension liabilities, with both contributing to high fixed costs that will be a challenge as the university undertakes necessary budget adjustments. Governance considerations are a key driver of this rating action, including financial policies and decisions that added risk in a declining enrollment market, contributing to high leverage and weak operating performance. Further, with the very recent executive leadership turnover, as well as changes in other key administrative positions, the current management team has not yet had time to establish a track record of fully addressing the university's significant financial challenges or implementing improved risk management practices. Leadership has instituted a 90-day interim budget to develop and implement strategic base budgeting controls and long-term institutional right-sizing to align with macroeconomic demographics. The Ba1 rating is currently supported by the university's role as a public university and Hispanic Serving Institution (HSI) for the state of New Jersey (A2 stable), serving an important access role for a diverse undergraduate and graduate student population. With its mission and position as the sole public university for Hudson County, Moody's expect the state will likely take action to ensure the viability of the university, although the magnitude, timing, and form of such action is speculative. The revenue bond ratings incorporate the university's issuer level credit characteristics and general obligation to pay, with a first lien pledge on tuition and fee revenue. The ratings remain under review for potential downgrade. The review will focus on the university's budget actions over the next 90 days, developments around state support, if any, and the combined impact on operating and liquidity forecasts for the university. Absent a timely and material remediation plan, aggressive further rating action could be warranted. LEGAL SECURITY The revenue bonds are a general obligation to pay with a first lien pledge on tuition and fee revenue. All bonds will be subject to two covenants: (1) a covenant requiring the university to set tuition at a price sufficient to cover operating costs and debt service; (2) a liquidity covenant that requires the university to maintain 35 days cash on hand (as defined by the Lease Agreement) commencing as of June 30, 2023. There is a debt service reserve fund on the Series 2021 bonds that must be maintained at the maximum annual debt service provided, however, that such amount shall not exceed the lesser of (i) ten percent (10%) of the original principal amount of the bonds or (ii) 125% of the average annual debt service requirement on the bonds. PROFILE New Jersey City University is a four-year, undergraduate and graduate public university with several sites in Jersey City, NJ in close proximity to New York City. The university enrolls around 5,900 students, over 80% of whom are undergraduates, with operating revenue of approximately $162 million in fiscal 2021. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. NEW YORK OPTICAL: August 18 Plan Confirmation Hearing Set --------------------------------------------------------- On July 12, 2022, New York Optical-International, Inc., d/b/a Tuscany Eyewear, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Second Amended Disclosure Statement describing Second Amended Chapter 11 Plan. On July 14, 2022, Judge Scott M. Grossman approved the Second Amended Disclosure Statement and ordered that: * August 18, 2022 at 1:30 p.m. in the U.S. Courthouse, 299 E. Broward Blvd, Courtroom 308, Ft. Lauderdale, FL 33301 is the confirmation hearing and hearing on fee applications. * August 4, 2022 is the deadline for filing objections to confirmation. * August 4, 2022 is the deadline for filing ballots accepting or rejecting plan. * August 15, 2022 is the deadline for filing exhibit register and uploading any exhibits a party intends to introduce into evidence at confirmation hearing. A full-text copy of the order dated July 14, 2022, is available at https://bit.ly/3RNSo2A from PacerMonitor.com at no charge. Attorney for the Plan Proponent: David W. Langley, Esq. 8551 W. Sunrise Blvd., Suite 303 Plantation, FL 33322 About New York Optical-International New York Optical-International, Inc., is a Davie, Fla.-based company that offers optical products. It conducts business under the name Tuscany Eyewear. New York Optical-International filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-17961) on July 22, 2020, listing as much as $10 million in both assets and liabilities. New York Optical-International President Wayne R. Goldman signed the petition. Judge Scott M. Grossman oversees the case. David W. Langley, Esq., is the Debtor's bankruptcy attorney while Leto Law Firm and Alexander Duve, Esq., serve as the Debtor's special counsel. Connolly Wasserstrom & Castillo, LLC is the Debtor's accountant. NEXTPLAY TECHNOLOGIES: Reports $6.4-Mil. Comprehensive Loss for Q1 ------------------------------------------------------------------ Nextplay Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a total comprehensive loss of $6.36 million on $466,551 of total revenue for the three months ended May 31, 2022, compared to a total comprehensive loss of $627,918 on zero revenue for the three months ended May 31, 2021. As of May 31, 2022, the Company had $106.49 million in total assets, $43.34 million in total liabilities, and $63.14 million in total stockholders' equity. Management Commentary "In fiscal Q1, our topline growth and high gross margin versus the same year-ago quarter was primarily due to Fintech acquisitions we completed last year," commented NextPlay's co-CEO and principal executive officer, Nithinan 'Jess' Boonyawattanapisut. "The results were lower sequentially mostly due the reclassification of Reinhart Digital TV and NextTrip as assets held for sale in anticipation of their proposed sale to TGS Esports. "We believe the strategic sale of these assets to a buyer who is positioned to more quickly leverage them for growth and market share will accelerate the unlocking of shareholder value, particularly through the potential distribution of TGS shares to our investors through a special dividend. "Further, the valuable acquisitions we have made in the video game and Fintech areas, and especially the advancements we have made since their acquisition, calls for us to intensify our focus and capital resources on what we see as a unique opportunity for high-margin revenue growth in their fast-growing markets. "These advancements include the long-anticipated release of HotPlay 2.0 during calendar 2022, which will offer new powerful advertising and real-world rewards delivery technology to our partners and business customers. HotPlay 2.0 is intended to strengthen its integration capabilities and deep-linking support for games via a generational update of its Unity SDK for iOS, Android, Android TV, and HTML5. "HotPlay 2.0 also features new online management portals for advertisers and publishers, and new apps for consumers and players, including a HotPlay Reward Redemption native mobile app for iOS and Android. HotPlay 2.0 is being rolled out initially to select partners in preparation for the global launch through our connected ecosystem. "The integration of HotPlay with our newly acquired Make It Games AI animation platform, once completed, will introduce unique, highly disruptive capabilities for the development and monetization of video games, as well as virtual reality, metaverse and other immersive experiences. We expect that, for these applications, it will greatly lower the production cost and time for the game developers in our digital ecosystem, including our own development teams. "To showcase our HotPlay IGA technology and generate near-term revenue, our in-house game development studio is preparing to launch 15 casual games, including Evergreen Forest, Rolly Loops, Skyline Stack, Hook'n Hop, and Booster Maths. These games will have cross-platform capability, and we plan to release them initially through the Apple iOS and Android app stores before the end of the year. "We continued to advance our relationship with Triplecom Media PVT Ltd., whose iTAP platform is a fast-growing over-the-top (OTT) entertainment platform based in India. Upon execution of a definitive agreement formalizing the relationship, we plan to integrate iTAP's entertainment and esports content into HotPlay's in-game advertising platform, thereby creating a unique opportunity for us to enter India's fast-growing entertainment segment of hyper-casual games. "Our recent acquisition of the goGame hyper-casual game portfolio combined with our HotPlay in-game advertising solution offers synergistic value to entertainment platforms like iTAP. We believe that it can provide tremendous new revenue opportunities, especially given iTAP's rapidly growing user base in one of the most populous countries in the world, second only to China at approximately 1.4 billion people. We are planning for a commercial launch with iTAP by the end of the year, subject to execution of definitive agreements relating thereto. "Our NextFinTech division, which comprises insurance, reinsurance, online banking, and crypto portal operations, has also been making strong progress. It is bringing forth a diversified set of Fintech solutions to the market that we anticipate will offer asset banking, asset management, mobile payment, and a range of retail banking services for customers around the world. As a result, it has been our most active division in terms of new business development and revenue generation. "A new online banking platform with a more robust core banking system is scheduled to launch this summer. We expect the new platform to drive significant acceleration in the number of new customers, amount of deposits, and related revenue generation, with this resulting in NextBank turning cash flow positive this year. "Due to the extensive investments we’ve made in our core business over the past year, we believe we are well-positioned for growth across our digital ecosystem of gaming, Adtech and Fintech. We now offer highly differentiated digital solutions across several global high-growth markets. We see our growth in fiscal 2023 being driven by new HotPlay and NextBank deployments and product adoption, with the goal of achieving positive cash flow and profitability." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1372183/000121390022039436/f10q0522_nextplay.htm About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of Feb. 28, 2022, the Company had $99.75 million in total assets, $31.89 million in total liabilities, and $67.86 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NIELSEN NV: Egan-Jones Retains BB- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company July 7, 2022, retained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Nielsen N.V. Headquartered in New York, New York, Nielsen N.V. is a global information and measurement company. NUTRIBAND INC: Wins Suit to Recover 15% of Outstanding Shares ------------------------------------------------------------- Nutriband Inc. has received a verdict in favor of the company, where the company prevailed on all issues, relating to the lawsuit the Company filed to rescind the acquisition of Advanced Health Brands in 2017. The verdict permits recovery of 4.8M shares of Nutriband common stock which were issued in 2017 to the defendants for an acquisition which has now been rescinded. Following the Company's reverse split in 2018 the shares in question account for 1.2M shares or approximately 15% of the total outstanding shares of the company. Following the recovery of the shares pursuant to the Court's ruling, Nutriband's total outstanding shares would be reduced by 1.2M. About Nutriband Nutriband Inc. -- www.nutriband.com -- is primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Its lead product under development is an abuse deterrent fentanyl patch incorporating its AVERSA abuse deterrence technology. AVERSA technology can be incorporated into any transdermal patch to prevent the abuse, misuse, diversion, and accidental exposure of drugs with abuse potential. Nutriband reported a net loss of $6.18 million for the year ended Jan. 31, 2022, a net loss of $2.93 million for the year ended Jan. 31, 2021, a net loss of $2.72 million for the year ended Jan. 31, 2020, and a net loss of $3.33 million for the year ended Jan. 31, 2019. As of April 30, 2022, the Company had $11.98 million in total assets, $904,375 in total liabilities, and $11.08 million in total stockholders' equity. O'CONNOR CONSTRUCTION: Seeks Cash Collateral Access --------------------------------------------------- O'Connor Construction Group, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to continue using cash collateral and provide adequate protection. A need exists for the Debtor to obtain funds in order to continue the operation of its business. The Debtor seeks, on a continuing basis, authorization to use cash collateral to satisfy the actual, ordinary and necessary operating expenses set forth on the budget through December 31, 2022. The Budget sets forth, among other things, the projected cash receipts and projected cash disbursements of the Debtor for the said period. The Budget does not include extraordinary expenses which may be required from the Debtor and to the extent that the expenses are not a part of the Budget the Debtor may seek consent from the secured creditors for the payment of same or further authorization from the Court. As of the Petition Date, liens or other interests are asserted against the cash collateral of the Debtor by the United States Small Business Administration, Breakout Capital, LLC, CIT Bank, N.A., Union Funding Source, Inc. and Green Capital Funding, LLC. While Union Funding Source, Inc. and Green Capital Funding, LLC assert security interests in the property they claim they purchased from the Debtor pre-petition, they take issue with their designation as creditors due to the nature of their prepetition transactions with the Debtor. The Debtor agrees to segregate and account to Secured Creditors for all cash collateral: (i) that it now possesses, (ii) it has permitted to be transferred into the possession of others since the Petition Date, if any, (iii) is being held by any party in privity with or on behalf of the Debtor, and (iv) is existing on or is received after the Petition Date. As adequate protection, the Secured Creditors will receive, as adequate protection to the extent of the diminution in value of each of their perfected interests in the cash collateral, a replacement lien in post-petition assets of the same character as their respective prepetition collateral and proceeds of post-petition assets of the same character as their respective prepetition collateral. The Adequate Protection Liens will (i) be supplemental to and in addition to the prepetition liens or interests of each respective Secured Creditor, (ii) be accorded the same validity and priority as enjoyed by the prepetition liens or interests immediately prior to the Petition Date, (iii) be deemed to have been perfected automatically effective as of the entry of the Order without the necessity of filing of any UCC-1 financing statement, state or federal notice, mortgage or other similar instrument or document in any state or public record or office and without the necessity of taking possession or control of any collateral. As additional adequate protection for the interests of Breakout Capital LLC in the cash collateral, the Debtor will continue making adequate protection payments to Breakout Capital LLC on or before the first day of each month, until otherwise directed by the Court or by operation of law, in the amount of $10,000. A copy of the motion is available at https://bit.ly/3AUYN6f from PacerMonitor.com. About O'Connor Construction Group, LLC Based in Poolville, Texas, O'Connor Construction Group, LLC has over 30 years of experience as a commercial/industrial contractor specializing in food storage/processing facilities and provides turnkey design, construction and construction management services for projects nationwide, but focusing primarily in the South/Southwest. O'Connor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40187-11) on January 28, 2022. In the petition signed by Paul O'Connor, member/manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Union Funding Source, Inc., as secured creditor, is represented by Shanna M. Kaminski, Esq. at Kaminski Law, PLLC. OCWEN FINANCIAL: Egan-Jones Retains B- Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company July 7, 2022, retained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Ocwen Financial Corporation. EJR also retained its 'C' rating on commercial paper issued by the Company. Headquartered in West Palm Beach, Florida, Ocwen Financial Corporation is diversified financial services holding company. OREGON CLEAN: Moody's Affirms B1 Rating on $498MM Sr. Secured Debt ------------------------------------------------------------------ Moody's Investors Service has revised Oregon Clean Energy, LLC's (OCE) outlook to stable from negative and affirmed the B1 rating on its senior secured credit facilities, consisting of a $448 million Term Loan B due March 2026 and a $50 million working capital facility due March 2024. Affirmations: Issuer: Oregon Clean Energy, LLC Senior Secured Bank Credit Facility, Affirmed B1 Outlook Actions: Issuer: Oregon Clean Energy, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE "The change in the Oregon Clean Energy project outlook to stable from negative reflects currently favorable market conditions, with higher power prices producing stronger energy margins in the second half of 2021 and thus far in 2022, a trend which we expect to continue into next year," said Gayle Podurgiel, Vice President – Senior Analyst. As a result, Moody's credit metrics in FY 2021 were stronger than Moody's had anticipated and well above metrics for the project in FY 2020. The project produced a debt service coverage ratio (DSCR) of 2.3x in FY 2021 (1.3x in FY 2020), in addition to a CFO to Debt ratio of 9.9% (2.7% in FY 2020) and a Debt/EBITDA ratio of 5.8x (10.2x in FY 2020). Moody's had previously expected FY 2021 performance to produce DSCRs in the 1.7x-1.8x range and CFO to debt at approximately 7%-8% given the combination of low power prices and weak capacity markets in the early part of the year. According to year-to-date results through the March 2022, the strong performance of the project has continued in 2022 year with a DSCR of 2.66x, a CFO of 13.2%, and a Debt to EBITDA of 4.29x. Given that strong energy margins have continued through the first half of 2022 and Moody's expect them to remain above Moody's previous assumptions through 2023, Moody's anticipate that OCE will maintain the recent improvement in financial metrics. For FY 2022, Moody's expect DSCRs in the 2.8x range with a CFO to Debt of approximately 16% and a Debt to EBITDA of 4.5x. Moody's do anticipate metrics will decline again in 2024 and 2025 as energy margins begin to compress closer to historical levels due to the extreme backwardation of current power and gas forwards. OCE's strong energy margins help to mitigate the continued decrease in capacity prices that recently saw PJM Interconnection's (Aa2 stable) capacity auction results for 2023/2024 clear at $34.13/MW-day for the ATSI (American Transmission Systems, Incorporated) region, which follows previously poor results from the 2022/2023 auction last year that saw capacity prices clear at $50/MW-day. Both of these recent auction results were well below the 2021/2022 auction results that saw prices clear at $171.33/MW-day. While Moody's had been concerned that the decrease in capacity auction results would constrain the project's cash flow generation, the change in market dynamics has helped to alleviate that concern as projected energy margins are well above Moody's expectations from a year ago. The B1 rating and stable outlook further recognize OCE's position as a new, highly efficient and competitive combined cycle gas turbine power plant, serving as a base load unit in PJM. Moody's also consider the cost competitive position of the asset in a coal-heavy region of PJM, with the potential for sustained high capacity factors. In that regard, the project's credit profile should strengthen prospectively should more regional coal retirements occur. The project has also continued to maintain a strong operational performance with a capacity factor and availability factor of 81.34% and 93.50%, respectively, in 2021. OUTLOOK The stable outlook considers Moody's view that strong energy margins will continue through the remainder of 2022 and into 2023 and help the project maintain the recent improvement in financial metrics, despite lower capacity prices. The stable outlook also reflects Moody's expectation of a solid operational performance with minimal prolonged forced outages. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE A strong operating performance and if the project continues to successfully manage its hedging strategy such that it allows the project to generate a financial performance in line with current forecasts and produce DSCRs above 2.0x and a cash flow to debt greater than 10%, on a sustained basis Significantly stronger capacity auction results in upcoming auctions relative to Moody's assumptions, coupled with continued strong energy margins that lead to cash flow well above current expectations FACTORS THAT COULD LEAD TO A DOWNGRADE If the energy margins and spark spreads fall well below current expectations for 2022 and 2023, straining financial performance such that DSCRs are below 1.50x and cash flow to debt is less than 5%, on a sustained basis If the project experiences significant operating issues which are either not covered by warranty or insurance or lead to significantly lower than expected cash flow generation and debt service coverage PROFILE Oregon Clean Energy, LLC (OCE) is located in Lucas County, City of Oregon, Ohio. The project is a natural gas fired combined cycle plant consisting of two Siemens SGT6-8000H CTGs, two NEM HRSGs, and one Siemens STG that has been in operation since July 1, 2017. The project is capable of production of approximately 870 MW at average annual conditions (approximately 50°F) and over 930 MW at extreme winter ambient conditions (below 0°F), with full duct firing. The project is indirectly owned 50/50 by affiliates of Ares EIF Management, LLC (Ares EIF) and I Squared Capital (ISQ). Ares EIF is a wholly-owned subsidiary of publicly traded Ares Management Corporation, with significant experience in developing power generation projects in the U.S. ISQ is an independent global infrastructure investment manager focusing on energy utilities and transportation in various regions of the globe. METHODOLOGY The principal methodology used in these ratings was Power Generation Projects Methodology published in January 2022. PAR PETROLEUM: Moody's Affirms 'B1' CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service changed the outlook for Par Petroleum, LLC to stable from negative. Concurrently, Moody's affirmed Par's Corporate Family Rating at B1, Probability of Default Rating at B1-PD and senior secured debt ratings at B1. Par's Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-3. "The change in Par's outlook to stable reflects our expectation for improving credit metrics and maintaining adequate liquidity, helped by high crack spreads, increased demand and constrained supply," commented Jonathan Teitel, a Moody's analyst. Affirmations: Issuer: Par Petroleum, LLC Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Gtd. Senior Secured Bank Credit Facility, Affirmed B1 (LGD3) Gtd. Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3) Outlook Actions: Issuer: Par Petroleum, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE The change of outlook to stable reflects Moody's expectation for improving credit metrics from high crack spreads, increased demand and constrained supply, as well as adequate liquidity over the next 12-18 months. Par's B1 CFR reflects Moody's expectation that credit metrics will improve with high crack spreads, increased demand and constrained supply. Throughput volumes have increased, supporting higher utilization rates. Moody's expects improving profitability, cash flow and leverage. Moody's expects profitability will remain strong in 2023 but soften compared to 2022 on lower crack spreads. Over the longer term, EBITDA and cash flow are volatile, leading to large swings in leverage, which makes it critical that Par maintain low debt levels. Par has modest scale but integrated assets for logistics, transportation and retail in niche markets. A risk to Par's earnings is its cost to comply with the Renewable Fuel Standard (RFS). Costs to settle obligations with renewable identification numbers (RINs) can be substantial. The SGL-3 rating reflects Moody's expectation for Par to maintain adequate liquidity through 2023. As of March 31, 2022, the company had $141 million of cash and an ABL revolving credit facility due 2025 (unrated). The company can borrow up to the lesser of the borrowing base and $142.5 million. As of March 31, 2022, the company had $25 million in borrowings and $32 million in letters of credit outstanding. The revolver has a minimum springing (based on revolver availability) fixed charge coverage ratio covenant. The term loan does not have financial covenants. Important to the company's liquidity are inventory financing agreements so continued renewals are key. Par's senior secured notes and senior secured term loan are rated B1, the same as the CFR. The secured notes and term loan, which comprise the substantial majority of the company's debt, rank pari passu and are secured by first priority liens on substantially all property and assets excluding certain property that is collateral under the ABL revolver and inventory financing agreements. They are guaranteed on a senior unsecured basis as to the payment of principal and interest by the parent company, Par Pacific Holdings, Inc. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include growth in scale and diversification, further reduction of debt, sustained low leverage, retained cash flow (RCF) to debt above 20%, and positive free cash flow. Factors that could lead to a downgrade include debt/EBITDA above 4.5x, RCF/debt below 10%, or weakening liquidity. Par Petroleum, LLC, headquartered in Houston, Texas, is a subsidiary of Par Pacific Holdings, Inc., a publicly traded energy company with refining, retail and logistics operations across several states including Hawaii, Washington and Wyoming. The principal methodology used in these ratings was Refining and Marketing published in August 2021. PARK RIVER: Fitch Affirms 'B' LongTerm IDR, Outlook Negative ------------------------------------------------------------ Fitch Ratings has affirmed Park River Holdings, Inc.'s (Park River) ratings, including the company's Long-Term Issuer Default Rating (IDR) at 'B'. The Rating Outlook remains Negative. The Negative Outlook reflects Fitch's expectation that Park River's total debt to operating EBITDA will remain at or above Fitch's negative rating sensitivity for its 'B' IDR through 2023. While Fitch forecasts leverage to decline to about 6.4x this year, there is further downside risk given Fitch's expectation of weakening demand in residential end-markets in 2023, which could leave leverage above Fitch's negative rating sensitivity of 6.5x. The combination of higher debt levels from sizable acquisitions completed in the last 12 months and margin pressure from raw material cost inflation and supply chain bottlenecks have resulted in leverage being elevated in the near to intermediate term. KEY RATING DRIVERS High Leverage: Fitch estimates Park River's pro forma total debt to operating EBITDA (after associates) was 7.3x for the LTM period ended March 31, 2022. This metric has only declined about 0.1x since the Wolf acquisition closed in 3Q21 due to about 100bps of margin contraction in 1Q22 and incremental ABL borrowings to fund working capital investment. However, Fitch's rating case projects total debt to operating EBITDA will decline to 6.4x at YE22 as the company unwinds some working capital and uses the cash to pay down a portion of the outstanding ABL borrowings. Softening Demand Outlook: Fitch forecasts a relatively stable demand environment for Park River in the near term given homebuilders' record backlogs and elongated build cycles. Fitch projects organic revenues to grow around 12% in 2022 while EBITDA margins decline about 20bps to 12.6% due to raw material and transportation cost inflation. Fitch forecasts revenues to decline low-single digits in 2023, which assumes a modest decline in residential new construction and repair and remodel activity, offset slightly by continued growth in outdoor living. Fitch projects EBITDA margins to decline about 100bps in 2023 from lower operating leverage, though persistent inflation in a deteriorating demand environment could lead to greater margin compression than Fitch's forecast. Improved Financial Flexibility: Park River had good financial flexibility as of March 31, 2022, which was bolstered in May 2022 when the company upsized its $500 million ABL facility to $750 million. Fitch expects the company to maintain ample availability under its ABL facility in the intermediate term. The company's near-term debt maturities are limited to 1% term loan amortization per year until the ABL comes due in 2025. Fitch projects the company to generate positive FCF over the rating horizon, with low- to mid-single digit margins. EBITDA/interest paid is expected to sustain between 2.0x and 2.5x. Aggressive Capital Allocation Strategy: Fitch expects ownership under Clearlake Capital Partners to manage Park River's balance sheet aggressively through further debt-financed M&A activity. Fitch believes ownership has a high leverage tolerance as evidenced by the high leverage at the close of the acquisition of PrimeSource and combination with Dimora Brands in December 2020. The company also completed over $850 million of acquisitions in 2021, which were financed via $755 million of debt issuance and $130 million of capital contributions. Fitch expects the company to continue to make acquisitions during the rating horizon, but expects the company to first reduce leverage closer to 6.0x. Capital distributions ahead of deleveraging would pressure the ratings. Modest Competitive Position: The company's competitive position is relatively weaker compared with higher-rated building products manufacturers in Fitch's coverage due to its position as a distributor in the supply chain, the highly fragmented nature of the industry and some commoditized product offerings. Fitch believes the company's scale, broad product offering and brand equity associated with its proprietary brands, such as Grip-Rite and Pro-Twist, and the addition of branded products from the Dimora, Nationwide and Wolf acquisitions provide competitive advantages relative to other building products distributors, as demonstrated by its higher run-rate profitability margins. Modest Profitability: Park River's profitability metrics are modestly higher than large distributor peers in the 'B' category that generally lack a portfolio of proprietary, recognized brands. Fitch expects run-rate EBITDA margins to situate in the 13.0%-13.5% range during the forecast period, driven by Dimora's and Nationwide's relatively higher margins that are offset by lower margins at Wolf and legacy PrimeSource. FCF margins are expected to situate in the low- to mid-single digits during the rating horizon. Cyclical End-Markets: Fitch views Park River's end-market exposure as relatively favorable compared with issuers that have more exposure to new construction activity. Fitch estimates that about 70% of Park River's revenues come from the relatively more stable residential repair and replacement sector, with the remaining 30% of revenues derived from the highly cyclical residential new construction end-market. However, some of this benefit is mitigated by the lack of exposure to non-residential end-markets, which tend to have different cycle times and could lessen the acute impact from a steep decline in residential activity. Management Turnover: Park River's CFO, Bill White, left the company in March 2022. The company recently announced that Robert Roche will become the company's CFO effective July 18, 2022. Fitch does not expect any meaningful change to the company's financial policies or capital allocation strategy under Mr. Roche. DERIVATION SUMMARY Park River's IDR reflects the company's modest competitive position, high leverage, middling profitability metrics and FCF-generating ability. The company's large scale, breadth of product offerings, extended debt maturity schedule and adequate liquidity position are also factored into the ratings. The high cyclicality of Park River's end-markets and the sponsor's aggressive capital allocation strategy are also incorporated in the 'B' IDR. Park River has weaker credit and profitability metrics than other Fitch-rated public building products manufacturers, which are concentrated in low investment-grade rating categories. These peers typically have total debt to operating EBITDA of less than or equal to 3.0x, global operating profiles and market positions that are stronger than Park River. Park River has stronger profitability metrics compared with building products distributors such as LBM Acquisition, LLC (B/Stable), but has less scale and weaker credit metrics. Overall financial flexibility among these issuers is comparable, with no material debt maturities in the near to intermediate term. KEY ASSUMPTIONS -- Significant revenue growth in 2022 due to inorganic growth and supportive end markets, leading to revenues approach $2.9 billion; -- Organic revenues decline low-single digits in 2023 as residential construction and repair and remodel activity wanes due to affordability issues and some pulled-forward demand; -- EBITDA margins of 11.5%-12.5% in 2022 and 2023; -- FCF margins in the low- to mid-single digits during the rating horizon; -- The outstanding ABL balance is paid down during 2022 and 2023; -- The company pauses meaningful acquisitions until leverage approaches 6.0x; -- Total debt to operating EBITDA of 6.4x at YE 2022 and 7.0x at YE 2023. Recovery Analysis Assumptions The recovery analysis assumes that Park River would be considered a going concern (GC) in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim and a 3% concession payment from Park River's secured lenders to the unsecured bondholders in the analysis. Fitch's GC EBITDA estimate of $245 million estimates a post-restructuring sustainable EBITDA. This is about 27% below Fitch-calculated pro forma EBITDA for the LTM ending March 31, 2022. The GC EBITDA is based on Fitch's assumption that distress would arise from weakening in the housing market combined with losses of certain customers. Fitch estimates that annual revenues, which are about 15% below pro forma levels for the LTM ending March 31, 2022, and Fitch-adjusted EBITDA margins of about 11.0%-11.5% would capture the lower revenue base of the company after emerging from a housing downturn, plus a sustainable margin profile after right sizing. This results in Fitch's $245 million GC EBITDA assumption. Fitch assumed a 6.0x enterprise value (EV) multiple to calculate the GC EV in a recovery scenario. Fitch revised the EV multiple to 6.0x from 5.5x to better reflect the company's stronger position in the supply chain and higher margins relative to pure-play building products distributors, which lack proprietary brands and generally have margins in the mid-to high-single digits. The 6.0x multiple compares with a 5.5x multiple for New AMI I, LLC (B/Stable) and Doman Building Materials Group Ltd. (B/Stable). These peers are smaller in scale and have lower margins than Park River. Fitch used a 6.0x EV multiple for LBM Acquisition, LLC, which is a pure distributor, but is considerably larger than Park River. Fitch assumes the ABL revolver has $525 billion outstanding at the time of recovery, which accounts for potential shrinkage in the available borrowing base during a period of deflating lumber prices and contracting volumes that causes a default, and is assumed to have prior-ranking claims to the term loan in the recovery analysis. The analysis results in a recovery corresponding to an 'RR1' for the $750 million ABL and an 'RR3' for the $1.5 billion in cumulative term loan borrowings, and a recovery corresponding to an 'RR6' rating for the unsecured notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The Rating Outlook could be revised to Stable if Fitch gains confidence in the company's ability to lower leverage following recent acquisitions, such that Fitch expects total debt to operating EBITDA to be sustained below 6.5x; -- Fitch's expectation that total debt to operating EBITDA will be sustained below 5.0x; -- The company lowers its exposure to the new home construction end market in order to reduce earnings cyclicality and credit metric volatility through the housing cycle. --The company maintains a strong liquidity position with no material short-term debt obligations. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation that total debt to operating EBITDA will be sustained above 6.5x or that net debt to operating EBITDA will be sustained above 6.3x; -- Operating EBITDA/interest paid falls below 2.0x; -- Fitch's expectation that FCF generation will approach neutral or turn negative, resulting in liquidity concerns. 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 Improved Liquidity Position: Park River has a solid liquidity position with $14.8 million of cash on the balance sheet as of March 31, 2022 and an estimated $530 million of borrowing availability ($197 million outstanding and $22.7 million in LCs) under its $750 million ABL facility that matures in December 2025. Maturity Schedule: Park River's debt maturities are well laddered, with its ABL maturing in 2025, its term loan maturing in late 2027 and notes maturing in 2029. The amortization under the term loan is manageable at 1% per annum or $15.1 million. ISSUER PROFILE Park River Holdings, Inc. is a leading national provider of specialty branded interior and exterior residential building products. The company's product offerings include construction fasteners; cabinet knobs and pulls; decking; fence, gate and functional hardware; railing systems; and perimeter security. 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 ---- ------ -------- ----- Park River Holdings, Inc. LT IDR B Affirmed B senior secured LT BB Affirmed RR1 BB senior unsecured LT CCC+ Affirmed RR6 CCC+ senior secured LT B+ Affirmed RR3 B+ PARKLAND CORP: Fitch Affirms & Withdraws 'BB' LongTerm IDR ---------------------------------------------------------- Fitch Ratings has affirmed and withdrawn Parkland Corporation's (Parkland) 'BB' Long-Term Issuer Default Rating (IDR) and 'BB'/'RR4' senior unsecured rating. The Rating Outlook is Stable. Parkland's ratings have been withdrawn for commercial reasons. KEY RATING DRIVERS Diversification Across the Downstream Value Chain: Parkland is able to drive value through its strong retail and commercial service station footprint by creating and exploiting cost/supply advantages via the downstream integration, securing attractive margins to support consistent cash flow generation. This advantage is meaningful versus non-integrated fuel retailer peers. The company's diversified business model and vertical integration also help smooth some of the volatility that is common in the refining space, supporting higher credit quality versus stand-alone refiner peers. Having its own retail outlet for finished product sourced both internally and externally, in addition to having the capability to move, store and deliver that product to customers provide Parkland an offset, as well as a simple buffer, to the cyclical lows that are inherent in the refining industry. Size, Scale and Asset Quality: Parkland's retail and commercial franchises in Canada and the Caribbean display size and scale advantages and geographic and product diversification. Parkland has over 2,100 retail service stations across Canada and more than 700 in the Caribbean. In Canada and the Caribbean, Parkland has regionally relevant brands in close proximity to the major population centers (the company cites that 85% of Canadians live within a 15-minute drive of a Parkland service station). Parkland has a dominant retail position in many of the Caribbean countries where it operates, meaningful shipping capabilities, and control of essential distribution and supply assets (garnering regulated margins on roughly 40% of the International business [onshore volumes only]). Size/scale in the U.S. is very small currently, but the company is expanding its retail, commercial and wholesale capabilities off the back of advantages developed just north of the border. The juxtapositions within Parkland's refining operations in Burnaby, British Columbia as it relates to size, scale and asset quality are distinct. Currently, the company operates only a single, small capacity, low complexity refinery. Fitch typically views refining companies with less than 100,000 bpd of capacity as well as single asset refineries as being more consistent with a 'B' credit profile, if it were a standalone refining business. Fitch does believe Parkland's single refinery possesses some geographic advantages. It is strategically connected by pipeline to the Trans Mountain Pipeline and its tank farm in Burnaby as well as being located on Burrard inlet, in close proximity to Vancouver, and fully integrated with Parkland's commercial/wholesale and retail businesses in Western Canada, and as such not a merchant refiner. Fitch believes that these unique characteristics provide more cash flow and earnings stability than Parkland would have without integration. Stable Credit Metrics: To account for the company's material operating leases, Fitch is utilizing the lease adjusted gross debt/EBITDAR metric in its analysis of Parkland to incorporate the off-balance sheet nature of this type of financing (capitalizing lease expense at an 8x multiple). Fitch does not expect increased debt in the near term, driven by incremental acquisitions and increased working capital requirements, to pressure near-term leverage, given positive industry trends and incremental earnings and cash flow generated by acquired assets. As such, Fitch forecasts lease adjusted gross debt/EBITDAR to average between 3.6x-4.0x over 2022-2025. In contrast, lease adjusted gross debt/EBITDAR stood at 4.3x in 2021. Model Provides Opportunities: The company is expected to grow earnings and cash flow over the coming years driven by both organic growth and accretive acquisitions, supporting an improving credit profile over the forecast period. Vertical downstream integration serves the dual purpose of garnering reliable, lower cost supply for retail, commercial and wholesale and allowing for growth within existing markets and expansion into new markets. Examples of this include the company's expansion into the highly competitive U.S. commercial and retail gasoline market by leveraging off supply advantages developed nearby in Canada. Another example would be the company's meaningful expansion of its non-fuel offerings at its retail locations (driving material margin uplift over the past few years). Volatility in Refining: Refining remains one of the most cyclical of corporate sectors, and is subject to periods of boom and bust, with sharp swings in crack spreads over the cycle. The last major bust period was 2020, when collapsing oil prices and lagging costs led industry margins to collapse. The rebound in market conditions was also relatively quick; however, as the industry tends to adjust rapidly. Given the rest of Parkland's portfolio is highly ratable, refining remains a source of potential variability in results going forward. The retail, commercial and wholesale fuel and the marine & aviation and logistics operating segments tend to be less cyclical and Parkland's positions in Canada and the Caribbean are expected to benefit from the company's position as one of the largest competitors in the regions. DERIVATION SUMMARY Parkland is somewhat unique relative to Fitch's coverage given its diversification across the midstream and downstream value chain, especially due to the relatively small size/scale of its refining operations. Fitch views similarly rated Sunoco LP (SUN; BB/Positive) as a peer as both companies have significant fuel distribution businesses. Differences in credit profile, relative to SUN, arise from Parkland's position as a fully integrated downstream operator. However, Fitch views SUN as having greater margin stability, supported by its multi-year take-or-pay fuel supply agreement with a 7-Eleven subsidiary, under which SUN will supply approximately 2.2 billion gallons of fuel annually, and no refining operations. From a business line perspective, though orders of magnitude smaller in size/scale, Fitch sees Marathon Petroleum Corporation (MPC; BBB/Stable) as a peer. Fitch views a one full rating category difference between Parkland and MPC as appropriate given Parkland's distinctive characteristics and weaker relative financial profile. Additionally, credit rating differences, relative to MPC, arise from Parkland's 'single refiner risk' factor and the substantially smaller size/scale and complexity of Parkland's refining operations. Fitch expects Parkland's leverage, as measured by total adjusted debt/operating EBITDAR, to be slightly better than SUN's over the forecast period, based on Fitch's expectations for SUN's total debt with equity credit/operating EBITDA to 4.3x for 2022 and 2023. Parkland leverage is roughly one half to one full turn worse than MPC and Fitch does not forecast improvement in this metric for Parkland until later in the forecast period. Parkland's weaker relative financial profile is a factor considered in the credit rating difference between MPC and Parkland. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Total volumes grow over the forecast period with low-single- digit organic growth supplemented by incremental contributions from acquisitions; -- Retail fuel margins return to more normalized levels in 2022 and remain relatively stable over the rating horizon; -- Utilization (for crude only) at the company's Burnaby refinery of roughly 90%-94% in years without a major turnaround; -- Total annual capex ranging from $500 million to $700 million over the forecast period; -- USD1.00/CAD1.25 throughout the quarters of the forecast period. RATING SENSITIVITIES Rating Sensitivities are not applicable, as the ratings have been withdrawn. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Parkland had total available liquidity of over $500 million, including $337 million in unrestricted cash and equivalents on the balance sheet as of March 31, 2022. The company' senior secured credit facilities have approximately $1.9 billion in total availability, with a 2027 maturity. The company had approximately $1.45 billion drawn on its revolving credit facilities as of March 31, 2022. Parkland has no senior unsecured notes due until 2026. ISSUER PROFILE Parkland Corporation is a leading convenience store operator and an independent supplier and marketer of fuel and petroleum products. The company's operations span across Canada, the U.S. and the Caribbean. Parkland serves customers through retail, commercial and wholesale sales channels. Additionally, the company operates the Burnaby refinery in British Columbia. 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 ---- ------ -------- ----- Parkland Corporation LT IDR BB Affirmed BB LT IDR WD Withdrawn BB senior unsecured LT BB Affirmed RR4 BB senior unsecured LT WD Withdrawn BB PEBBLEBROOK HOTEL: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company July 8, 2022, retained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Pebblebrook Hotel Trust. Headquartered in Maryland, Pebblebrook Hotel Trust is an internally managed hotel investment company that acquires and invests in hotel properties located in large United States cities, with an emphasis on major coastal markets. PENNSYLVANIA REAL: Egan-Jones Retains CCC- Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company July 8, 2022, retained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Pennsylvania Real Estate Investment Trust. EJR also retained its 'D' rating on commercial paper issued by the Company. Headquartered in Philadelphia, Pennsylvania, Pennsylvania Real Estate Investment Trust is a self-administered real estate investment trust involved in acquiring, managing, and holding real estate interests for current yield and long-term appreciation. PETROLIA ENERGY: Reports $1 Million Net Loss for 2nd Quarter 2021 ----------------------------------------------------------------- Petrolia Energy Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $1.04 million on $1.25 million of total revenue for the three months ended June 30, 2021, compared to a net loss attributable to common stockholders of $1.17 million on $509,221 of total revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss attributable to common stockholders of $1.48 million on $2.33 million of total revenue compared to a net loss attributable to common stockholders of $2.25 million on $990,342 of total revenue for the six months ended June 30, 2020. As of June 30, 2021, the Company had $7.50 million in total assets, $12.08 million in total liabilities, and a total stockholders' deficit of $4.58 million. As of June 30, 2021, the Company had total current assets of $76,568 and total assets of $7,502,008. Its total current liabilities as of June 30, 2021 were $7,881,036 and its total liabilities as of June 30, 2021 were $12,082,930. The Company had negative working capital of $7,804,468 as of June 30, 2021. Petrolia stated, "The Company has suffered recurring losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. We plan to generate profits by working over existing wells, reducing general and administrative expenses and optimizing the cashflow from our producing assets. However, we may need to raise additional funds to workover wells through the sale of our securities, through loans from third parties or from third parties willing to pay our share of drilling and completing the wells. We do not have any commitments or arrangements from any person to provide us with any additional capital. "If additional financing is not available when needed, we may need to cease operations. There can be no assurance that we will be successful in raising the capital needed to recomplete oil or gas wells nor that any such additional financing will be available to us on acceptable terms or at all. "Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. The accompanying financial statements have been prepared assuming the Company will continue as a going concern; no adjustments to the financial statements have been made to account for this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1368637/000149315222019164/form10-q.htm About Petrolia Petrolia Energy Corporation is engaged in the exploration and development of oil and gas properties. Since 2015, the Company has established a strategy to acquire, enhance and redevelop high-quality, resource in place assets. As of 2018, the Company has included strategic acquisitions in western Canada while actively pursuing the strategy to execute low-cost operational solutions, and affordable technology. Petrolia Energy reported a net loss of $10.31 million for the year ended Dec. 31, 2020, compared to a net loss of $2.89 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $7.40 million in total assets, $10.94 million in total liabilities, and a total stockholders' deficit of $3.54 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 13, 2022, citing that the company suffered recurring net losses from operations for the years ended December 31, 2020 and 2019 and has a working capital deficit at Dec. 31, 2020, which raises substantial doubt about its ability to continue as a going concern. PG&E CORP: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlooks on PG&E Corp. and subsidiary Pacific Gas & Electric Co. (Pac Gas) to stable from negative and affirmed the ratings, including the 'BB-' issuer credit ratings on PG&E and Pac Gas. S&P also affirmed the 'BB-' rating on PG&E's senior unsecured debt (the recovery rating remains '3'; 65% estimated recovery). In addition, S&P affirmed the 'BBB-' rating on Pac Gas' senior secured first-mortgage bonds (the recovery rating remains '1+'; 150% estimated recovery). The stable outlooks on PG&E and Pac Gas reflect S&P's expectations of continued gradual financial improvement, such that PG&E's consolidated funds from operations (FFO) to debt will consistently be greater than 13% and the company is not the cause of a catastrophic wildfire. The outlook revision reflects S&P's expectations of improving financial measures, without a weakening of business risk. S&P said, "We view the issuance of $3.9 billion of securitization bonds as supportive of credit quality. The company expects to use the proceeds to mostly retire utility debt, which will improve financial measures. The recent issuance is in addition to the May 2022 securitization issuance of about $3.6 billion, where the company used proceeds primarily to retire debt. In total, the company will benefit from the securitization issuance of about $7.5 billion in 2022, which we assess as supportive of credit quality. We expect that securitization issuances and subsequent debt reduction will improve the company's consolidated FFO to debt by about 200 basis points in 2022. "Securitization typically contains an irrevocable, non-bypassable charge with periodic true-ups and an absolute transfer and first-priority security interest in transition property; we often deconsolidate such debt, resulting in stronger credit measures and improving credit quality. "For PG&E, while in the short term, we view the securitization as supportive of credit quality because the near-term debt reduction strengthens PG&E's financial measures, over the long term we assess the $7.5 billion of securitization as mostly credit neutral. As part of the California Public Utilities Commission's (CPUC) approval of the $7.5 billion of securitization, PG&E will be reducing its future cash flows (from net operating losses) to fund an equivalent customer credit to avoid a material increase to the customer bill. As such, we expect PG&E's longer-term financial measures will be somewhat weaker and therefore we assess the $7.5 billion of securitization as credit neutral over the longer term. "Also supporting the company's financial measures is the recovery of about $1.7 billion of wildfire-related costs through various balancing accounts in 2022. For 2023 to 2026, we expect even further financial improvement predicated on the company's 2023 electric and gas general rate cases. In February 2022, the company revised its rate case filing, requesting a combined multi-year revenue increase of about $3.4 billion for 2023, $1 billion for 2024, $750 million for 2025, and $550 million for 2026. We expect a rate case order from the CPUC by about midyear 2023, but we believe the determination will be retroactive to early 2023. The relatively large rate case filings primarily reflects rising capital spending, and we expect that the company will effectively manage regulatory risk, resulting in reasonable rate case orders that will lead to consistently improved financial measures. "Under our base case, we also expect that the company's robust capital spending totaling about $53 billion through 2026, will consistently result in negative discretionary cash flow. Overall, we expect that PG&E's 2023 consolidated FFO to debt will improve to the 12.5%-13.5% range from about 10.9% in 2021. We also expect that subsequent financial performance will improve, reflecting FFO to debt of 13%-16% for 2023-2026 period." S&P assesses PG&E's business risk profile as satisfactory. S&P said, "Our assessment of PG&Es business risk profile, which we assess at the lower end of the range for its category, reflects the company's larger-size regulated utility operations that mostly consists of transmission and distribution (T&D) assets, and also incorporates the significant risks of catastrophic wildfires in its service territory. Because of climate change, dry conditions in Northern California have become common, increasing the susceptibility that a smaller wildfire can grow into a catastrophic one. Also, a large percentage of the company's service territory operates within high fire-threat districts, which considerably increases the risks for PG&E compared with peers. The risk of causing a wildfire in California has considerably higher legal risks compared to utilities in other states because of California's inverse condemnation doctrine--whereby a California utility can be financially responsible for a wildfire if its facilities were a contributing cause of a wildfire, irrespective of negligence." Offsetting some of these risks is assembly bill (AB) 1054 that established an approximate $21 billion wildfire fund, allows for a predetermined cap that limits liability, and provides for a revised standard for determining a utility's reasonable conduct, placing the initial burden of proof on the intervenor. Furthermore, PG&E is reducing risk through the continued implementation of technology, identifying high-wind conditions, effective utilization of public safety power shut events, decreasing fire ignitions through enhanced powerline safety settings, and increasing system hardening, including undergrounding. S&P said, "Despite the company's advancements to reduce wildfire risks, we expect that wildfire risks will continue to remain challenging for the foreseeable future. In 2022, the California Department of Forestry and Fire Protection determined that the 2021 Dixie Fire was caused by a tree contacting electrical distribution lines owned and operated by Pacific Gas & Electric. Despite the devastation of the Dixie Fire, which burned nearly 1 million acres and caused a fatality, we did not view the Dixie Fire as catastrophic. Because of California's recent risk reducing measures including system hardening, effective use of technology, and the wildfire fund, S&P Global Ratings assesses a catastrophic wildfire for a California investor-owned utility, as one that damages or destroys more than 4,000 structures, which we use as a proxy for $4 billion in wildfire claims. The Dixie wildfire, while destructive, only damaged or destroyed less than 1,500 structures. PG&E's credit quality would be negatively affected if it is the cause of a catastrophic wildfire." The stable outlooks on PG&E and Pac Gas reflect our expectations of continued gradual financial improvement, such that PG&E's consolidated FFO to debt will consistently be greater than 13% and the company is not the cause of a catastrophic wildfire. S&P said, "We could downgrade PG&E and Pac Gas over the next 12 months if the company receives its general rate case orders and consolidated FFO to debt remains below 13%. We could also lower ratings if risks increased, such as the company causes a catastrophic wildfire, its management of regulatory risk weakens, business risk increases, or any of California's investor-owned electric utilities are found to be the cause of a catastrophic wildfire, thereby increasing the probability the wildfire fund could be depleted sooner than expected." S&P could raise its rating on PG&E and Pac Gas over the next 12 months if: -- PG&E's consolidated FFO to debt improves to consistently greater than 15%; -- The company is not found to be the cause of a catastrophic wildfire; -- The company effectively manages regulatory risk; -- The company improves its track record of safety and reliability; -- California's other investor-owned electric utilities are not found to be the cause of a catastrophic wildfire, thereby depleting the wildfire fund sooner than expected; -- PG&E maintains its safety certification; and -- There is no further weakening of business risk. ESG credit indicators: E-5, S-5, G-5 ESG factors are the same for both entities. S&P said, "Environmental, social, and governance factors are very negative considerations in our credit rating analysis of Pacific Gas & Electric. Climate change has increased the frequency of wildfires in northern California and environmental factors have become an integral part of our credit analysis of the company." Social risks are also high, reflecting its communities' susceptibility to wildfires and the potential for higher customer bills due to ongoing significant investments in wildfire mitigation, system hardening, and technology. Governance factors are also a very negative consideration. The company is the only North American regulated utility to file for bankruptcy protection twice over the past two decades and has a history of confrontational relationships with regulatory authorities, which, in S&P's view, are beyond isolated episodes and outside industry norms. This has adversely affected the company's reputation, representing a significant risk to the company. POWER SOLUTIONS: All Four Proposals Passed at Annual Meeting ------------------------------------------------------------ Power Solutions International, Inc. held its 2022 Annual Meeting of Stockholders at which the stockholders: (1) elected Fabrizio Mozzi, Shaojun Sun, Ph.D., Sidong Shao, Kenneth W. Landini, Lei Lei, Frank P. Simpkins, and Hong He as directors to serve for a one-year term expiring at the Company's 2023 Annual Meeting; (2) ratified the appointment of BDO USA, LLP to serve as the Company's Independent Registered Public Accounting Firm for the fiscal year ending Dec. 31, 2022; (3) approved, on an advisory, non-binding basis, the compensation of the Company's Named Executive Officers; and (4) approved the amendment and restatement of the Company's 2012 Incentive Compensation Plan, to among other things, extend the expiration date. About Power Solutions Headquartered in Wood Dale, IL, Power Solutions International, Inc. (http://www.psiengines.com)designs, engineers, manufactures, markets and sells a broad range of advanced, emission-certified engines and power systems that are powered by a wide variety of clean, alternative fuels, including natural gas, propane, and biofuels, as well as gasoline and diesel options, within the energy, industrial and transportation end markets. The Company manages the business as a single segment. Power Solutions reported a net loss of $22.98 million for the year ended Dec. 31, 2020, compared to net income of $8.25 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $284.43 million in total assets, $311.82 million in total liabilities, and a total stockholders' deficit of $27.40 million. Chicago, Illinois-based BDO USA, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2022, citing that significant uncertainties exist about the Company's ability to refinance, extend, or repay its outstanding indebtedness, maintain sufficient liquidity to fund its business activities and maintain compliance with the covenants and other requirements under the Second Amended and Restated Credit Agreement or shareholder's loan agreements in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern. PREMIER PAVING: Wins Cash Collateral Access Thru Aug 5 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Premier Paving, Ltd. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, during the period beginning July 15 and ending on August 5, 2022. The Debtor requires the use of cash collateral to pay its payroll and other direct operating expenses needed to carry on its business during this sensitive period in a manner that will avoid irreparable harm to the Debtor's estate. As adequate protection for any secured creditor that holds a valid unavoidable security interest in prepetition cash or cash equivalents for the Debtor's use of cash collateral, to the extent that the Debtor's use of cash collateral results in a diminution in value of the Lender's interest in the cash collateral as of the Petition Date, each such Lender is granted a replacement lien in the Debtor's assets that serve as collateral under each Lenders' applicable agreements, in the same order of priority that existed as of the Petition Date. As additional partial adequate protection for the Debtor's use of cash collateral, to the extent of any diminution in value and a failure of the other adequate protection provided by the Order, the Lenders will have an allowed superpriority administrative expense claim in the case and any successor case as provided in and to the fullest extent allowed by Sections 503(b) and 507(b) of the Bankruptcy Code. The Replacement Liens are subject and subordinate to a carve-out of funds for all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee pursuant to 11 U.S.C. Section 1930(a). The Replacement Liens are valid, perfected, enforceable and effective as of the Petition Date without the need for any further action by the Debtor or the Lenders, or the necessity of execution or filing of any instruments or agreements. A final hearing on the matter is scheduled for August 2 at 1:30 p.m. A copy of the order is available at https://bit.ly/3aIL7AJ from PacerMonitor.com. About Premier Paving, Ltd. Premier Paving, Ltd. provides asphalt paving and asphalt milling subcontractor services to general contractors within a 100-mile radius of Fort Worth, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41560-11) on July 13, 2022. In the petition signed by Herbert D. Severin, III, the Debtor disclosed up to $50 million in both assets and liabilities. Dylan T.F. Ross, Esq., at Forshey Prostok is the Debtor's counsel. PREMIER PAVING: Woman-Owned Contractor Seeks Chapter 11 ------------------------------------------------------- Premier Paving Ltd. filed for chapter 11 protection in the Northern District of Texas. Founded in April of 2002, the Debtor is a woman-owned business that provides asphalt paving and asphalt milling subcontractor services to general contractors within a 100-mile radius of Fort Worth, Texas. The company currently has nine jobs in process and has a backlog of work totaling approximately $51,000,000. Throughout the first and second calendar quarters of 2022, the Debtor experienced unexpected delays in the collection of receipts from invoices sent to some customers. This situation was further impacted by months of low production, and low revenue from a cold wet and long winter season for which the company was unprepared. The Debtor believed it could recover funds through other jobs to bridge the shortfalls but, unfortunately, shortages in trucks available to deliver material and weather caused this plan to fail. The Debtor anticipates that this Chapter 11 bankruptcy case will enable it to reorganize its debts and emerge from bankruptcy in a strong position to continue operations and meet future obligations According to court documents, Premier Paving estimates between 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Premier Paving Ltd. Premier Paving Ltd. specializes in asphalt construction. Premier Paving Ltd. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41560) on July 13, 2022. In the petition filed by The Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. Dylan Tanner Franklin Ross, Forshey & Prostok LLP, is the Debtor's counsel. PROBATE ESTATE OF SUSAN SZANTO: Files for Chapter 11 Bankruptcy --------------------------------------------------------------- The Probate Estate of Susan Szanto filed for chapter 11 protection in the District of Wyoming. The Probate Estate owns the property at 11 Shore Pine Dr Newport Coast, CA 92657, valued at $4.5 million (based on an owner's valuation). The property serves as collateral to JPMorgan Chase Bank's $1.087 million claim. According to court filing, Probate Estate of Susan Szanto estimates between 1 and 49 unsecured creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Aug. 16, 2022 at 10:00 am. It will be conducted by Microsoft Teams. Please contact AUST Daniel Morse at Daniel.J.Morse@USDOJ.GOV for a meeting invitation. About Probate Estate of Susan Szanto Probate Estate of Susan Szanto is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Probate Estate of Susan Szanto sought protection under Chapter 11 of the U.S. Bankruptcy Code (bankr. D. Wyo Case No. 22-20240) on July 13, 2022. In the petition filed by Peter Szanto, as administrator, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Boyd O. Wiggam, of Wiggam Law Office, LLC, is the Debtor's counsel. PROPERTY INVESTORS: Deadline to File Claims Set for Sept. 28 ------------------------------------------------------------ Miranda L. Soto, Esq., as receiver, has notified that the Hon. Raaj Singhal of the United States District Court, Southern District of Florida, set Sept. 28, 2022, as the last date for each person or entity to file proofs of claim against Property Income Investors LLC and its affiliates. Information concerning the claims process and all related documents and the proof of claim form necessary to submit a claim may be obtained at https://www.propertyiireceivership.com or by requesting a copy by mail to piireceiver.@bipc.com or by telephone call at (305) 347-5745. Property Income Investors LLC is a Coral Springs real estate appraiser company servicing in Broward County, Florida. The case is SECURITIES AND EXCHANGE COMMISSION, v. PROPERTY INCOME INVESTORS, LLC, EQUINOX HOLDINGS, INC., PROPERTY INCOME INVESTORS 26, LLC, PROPERTY INCOME INVESTORS 304, LLC, PROPERTY INCOME INVESTORS 201, LLC, PROPERTY INCOME INVESTORS 3504, LLC, PROPERTY INCOME INVESTORS 1361, LLC, PROPERTY INCOME INVESTORS 4020, LLC, PROPERTY INCOME INVESTORS 9007, LLC, PROPERTY INCOME INVESTORS 417, LLC, PROPERTY INCOME INVESTORS 4450, LLC, PROPERTY INCOME INVESTORS 3050, LLC, LARRY B. BRODMAN, and ANTHONY NICOLOSI (f/k/a ANTHONY PELUSO) (S.D. Fla. Case No. 21-61176-CIV-SINGHAL). PWM MANAGEMENT: Highrise Cleared for $1.9 Bil. Floor Bid -------------------------------------------------------- James Nani of Bloomberg Law reports that PWM Property Management LLC, an owner of prominent office buildings tied to China's HNA Group Co. Ltd., can conduct its bankruptcy auction for a Park Avenue skyscraper with a starting bid worth nearly $1.9 billion from an affiliate of New York real estate company SL Green Realty Corp. 245 Park Member LLC, an affiliate of PWM lender and former property manager SL Green, was approved as the stalking horse bidder for a bankruptcy asset-sale auction of 245 Park Ave. by US Bankruptcy Judge Mary Walrath at a Thursday, July 14, 2022 hearing. 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. Q BIOMED: Unable to File Form 10-Q Over Administrative Delays ------------------------------------------------------------- Q BioMed Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended May 31, 2022. The Company has not completed its Quarterly Report due to administrative delays. About Q BioMed Inc. Q BioMed Inc. -- http://www.QBioMed.com-- is a biotech acceleration and commercial stage company. The Company is focused on licensing and acquiring undervalued biomedical assets in the healthcare sector. Q BioMed is dedicated to providing these target assets the strategic resources, developmental support, and expansion capital needed to ensure they meet their developmental potential, enabling them to provide products to patients in need. Q Biomed reported a net loss of $8.24 million for the year ended Nov. 30, 2021, compared a net loss of $13.49 million for the year ended Nov. 30, 2020. As of Feb. 28, 2022, the Company had $538,426 in total assets, $6.37 million in total liabilities, and a total stockholders' deficit of $5.83 million. New York, NY-based Marcum LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 28, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RATTLER MIDSTREAM: Fitch Maintains BB+ IDR on Rating Watch Positive ------------------------------------------------------------------- Fitch Ratings has maintained Rattler Midstream, LP's (Rattler) Long-Term Issuer Default Rating (IDR) of 'BB+' on Rating Watch Positive. Fitch has also affirmed Rattler's unsecured notes at 'BB+'/'RR4'. Fitch placed the IDR on Rating Watch Positive following the May 2022 announcement that oil and gas producer, Diamondback Energy (BBB/Stable), Rattler's parent company, will acquire all remaining publicly held common units representing the limited partner interests in Rattler not already owned by Diamondback and its subsidiaries. The Watch Positive reflects the expected financial and operation benefits from a stronger relationship with Diamondback following the buy-in, Diamondback's solid track record of operation, low leverage and high-quality Permian assets. Fitch will resolve the Watch Positive once there is greater clarity on the final parent subsidiary relationship between Rattler and Diamondback. The ratings reflect Rattler's moderate size, offset by its low leverage. Fitch's key concerns for Rattler are customer concentration with single basin focus and lack of business line diversity, which raise the possibility of an outsized event risk should there be operating or financial issues at Diamondback. KEY RATING DRIVERS Diamondback Acquisition Credit Positive: Diamondback's acquisition of the remaining public Rattler units is supportive of credit as it fully aligns the interests of the two entities. Fitch believes Rattler will directly benefit from drilling and completion efficiencies at Diamondback, access to lower cost of capital and greater financing flexibility. Limited Size and Line of Business: Rattler is a water midstream/solutions provider that operates in the low-cost Delaware and Midland regions of the Permian basin. While it also provides oil gathering and owns minority shares in long-haul pipelines and oil and gas gathering assets, Fitch expects the water business to remain Rattler's main focus and growth generator (about 80% of 2022 EBITDA). Fitch typically views companies with EBITDA above $500 million as consistent with investment-grade IDRs in the midstream sector. However, Fitch expects Rattler to generate annual EBITDA of around $280 million to $300 million through 2023. Fitch's calculation of Rattler's EBITDA is lower than the partnership's estimate as Fitch includes only distributions from equity investments and joint-ventures. Customer Concentration: Rattler has significant customer concentration with approximately 92% of its revenues generated from Diamondback in 2021. Fitch believes that Rattler's midstream operations will remain integral to Diamondback's Permian focused, low-operating cost production profile. Fitch expects the companies' development to move in lockstep with one another. Rattler's dedicated acres overlay Diamondback's core development areas, covering over 85% of Diamondback's development acreage. Diamondback's somewhat restrained drilling activities exposes Rattler to limited volumetric risk; Fitch expects Diamondback's production to remain relatively flat yoy, and it has demonstrated a strong execution record against production guidance. Fitch expects Diamondback's disciplined capital program to target its highest return acreage in Northern Midland Basin, where Rattler has sizable water infrastructure, minimizing near-term growth capital needs. Management stated that the midstream assets from Diamondback's acquisition of QEP Resources, Inc. and Guidon Operating LLC will be fully accretive, helping maintain throughput volumes at Rattler. Asset and Contract Profile: Cash flow from Diamondback for Rattler's produced water disposal and source water services is underpinned by long-term, fixed fee contracts. Rattler generates over 90% of its cash flow under fixed fee contracts with a remaining tenor of approximately 13 years, which eliminates direct commodity price risk but is subject to volumetric risk. These contracts are also backed by acreage dedication from Diamondback but do not have minimum volume commitments. Fitch believes that the Permian will continue to be the cornerstone of growth for Diamondback and Rattler. Low Leverage Provides Flexibility: Rattler's low leverage and interest and distribution coverage is strong relative to midstream peers. Fitch expects near-term leverage of around 2.7x through 2022-2023 driven by the throughput from the recent dropdowns from Diamondback and stable volumes under the current commodity price environment. Fitch's forecast assumes funding from FCF and borrowings on the revolver to fund remaining capital expenses. Rattler has modest future capital needs as Diamondback focuses production in acreage with existing water infrastructure to preserve its competitive cost structure. Leverage is critical to Rattler's credit profile due to the company's concentrated customer exposure and limited geographic diversity. Parent Subsidiary Linkage: There is a parent subsidiary link relationship between Diamondback and Rattler. Fitch determines Rattler's ratings on the basis of its standalone credit profile (SCP). Rattler is currently financed independently. Fitch views Rattler's SCP as weaker than Diamondback's and has followed the stronger parent path. Legal incentive is weak given the expected lack of guarantees or cross-default or acceleration provisions with the parent. Fitch also views strategic and operational incentives as weak given the relatively small contribution Rattler makes to Diamondback's consolidated results. The conflicts committee includes independent board members to ensure that new contracts (or contract amendments) are properly handled, which offsets a shared management team. Due to these rating considerations, Fitch rates Rattler on a standalone basis with no uplift from its parent. Fitch will re-assess the linkage relationship once the buy-in is completed and the corporate structure is finalized. DERIVATION SUMMARY Rattler's size as measured by EBITDA supports its rating. Fitch regards an EBITDA level of $500 million as a boundary, for generic midstream companies, between the 'BB' and 'BBB' rating categories. Fitch estimates Rattler's run-rate EBITDA over the next two years is approximately $280 million to $300 million per annum. Rattler is unusual in the midstream sector in that it is a predominately a water solutions business. Many of its peers are traditional midstream entities engaging in crude oil gathering, or gas gathering and processing. Waterbridge (B-/Stable) provides similar services as Rattler, as a water provider located in the Permian basin, but is smaller than Rattler. Waterbridge only operates in the Delaware portion of the Permian basin. Many of its customers have other areas besides its territory in which to drill for oil. While Waterbridge has a significant amount much of dedicated acreage, Fitch believes its counterparty risk is higher than Rattler's, and its expected leverage is considerably higher for YE 2022. EnLink Midstream Partners, LP is rated 'BB+'/Positive despite its much larger scale and greater operational diversification. Like Rattler, EnLink has limited commodity prices risk and but it benefits from lower volumetric risk than Rattler. However, EnLink's expectation of leverage below 4.5x for 2022 is considerably higher than Rattler's leverage. KEY ASSUMPTIONS -- WTI oil price of $100/bbl in 2022, $81/bbl in 2023, $62/bbl in 2024 and $50/bbl in 2025 and thereafter; -- Fitch expects Diamondback's production will shift to the Midland from the Delaware basin in the Permian following the dropdowns, resulting in flat volumes through 2022; -- No significant purchase of third-party assets or additional dropdowns from Diamondback; -- Capital spending to support Diamondback's production focused on the Midland basin; -- Long-haul pipelines volumes ramp-up gradually, contributing modestly higher cash flows starting in 2024; -- Merger closes with terms that are similar to expectations. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Independent acquisitions of midstream businesses that increases size, geographic or business line diversity, with a focus on EBITDA above $500 million per annum and leverage (total debt with equity credit/operating EBITDA) at or below 3.0x on a sustained basis; -- Close-out of the merger with credit enhancing terms, such as a greater support from Diamondback. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Change in Diamondback's financial policies (or execution against same) that may signal potential modifications to the Diamondback-Rattler relationship, that impairs cash flow; -- Leverage (total debt with equity credit/operating EBITDA) at or above 4.0x on a sustained basis; -- A significant change in cash flow stability profile, driven by a move away from current majority of revenue being fee based. If revenue commodity price exposure were to increase above 25%, Fitch would likely take a negative rating action; -- An increase in spending beyond Fitch's current expectations, or acquisitions funded in a manner that pressures the balance sheet. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity in Near Term: As of March 31, 2022, Rattler had approximately $14 million in cash and cash equivalents. Rattler also has a credit facility which provides a $600 million revolver, with $370 million available. The credit facility can be used to fund capital needs of Rattler OpCo. Under the credit facility, OpcCo is required to maintain three financial covenants: (1) consolidated total leverage ratio no greater than 5.0x; (2) senior secured leverage ratio not greater than 3.50x; and (3) consolidated interest coverage ratio not less than 2.50x. As of March 31, 2021, OpCo was in compliance with the covenants, and Fitch expects the company to maintain compliance in the near term. Debt Maturity Profile: The revolver matures in May 2024. The $500 million term loan matures in 2025. ISSUER PROFILE Rattler Midstream LP is a master limited partnership (MLP) water servicer formed by oil and gas producer Diamondback Energy, Inc. to own and operate a network of water pipelines and other water infrastructure assets located in the Midland and Delaware basins within the Permian basin in Texas. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch's calculation of Rattler's EBITDA is lower than the partnership's estimate as Fitch only includes distributions from equity investments and joint-ventures (together, the JVs). In calculating leverage Fitch does not consolidate proportionate debt at the JVs. ESG CONSIDERATIONS Fitch has revised Rattler's ESG Relevance Score to '3' from '4' for Group Structure given the announced buy-in and the resulting simplification of the organizational structure. Previously, group structure considerations had an elevated scope for Rattler given inter-family/related party transactions with affiliate companies. In Fitch's view, once the buy-in is complete, these concerns will largely dissipate. 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 ---- ------ -------- ----- Rattler Midstream LP LT IDR BB+ Rating Watch Maintained BB+ senior LT BB+ Affirmed RR4 BB+ unsecured RED RIVER WASTE: Nears Finalization of Bankruptcy Sale to Platform ------------------------------------------------------------------ Megan Quinn of Waste Dive reports that final details of the proposed $12.6 million sale of Texas-based Red River Waste Solutions to private equity firm Platform Capital could come in the next few weeks. The two parties and numerous creditors are aiming to resolve any lingering disagreements over the terms of the final sale order during a July 13, 2022 bankruptcy hearing. Presiding Judge Edward Morris urged involved parties to "move fast and furious" to talk through discrepancies to avoid further delays and continuations. Once the sale order is finalized, the parties plan to wrap up other important details, such as approving Red River's bankruptcy disclosure statement, in an additional hearing on July 21, 2022. During a hearing on Friday in federal bankruptcy court, most creditors verbally agreed with the details laid out in the sale order. Several municipalities, equipment vendors and financial institutions are part of the ongoing bankruptcy and sale process. Dive Insight The lengthy Red River bankruptcy case has had numerous "moving parts," said Marcus Helt, the company's attorney, during the hearing. The sale has been partly bogged down by numerous conversations over which assets are eligible to be part of its sale to Platform Capital and under what terms. Red River's sale has attracted no other bidders beyond Platform’s stalking horse bid. During the July 8 hearing, a representative from vehicle financing companies Daimler Trust and Santander Consumer USA expressed concern about not knowing whether vehicles the companies leased to Red River were being used, maintained or insured, but overall were satisfied with the portions of the sale order that pertained to the companies' equipment. Representatives from Signature Financial and TBK Bank said they still have outstanding disagreements over wording in the final sale, but intended to work through concerns in the coming days. Other creditors include the Metropolitan Government of Nashville and Davidson County in Tennessee, the Solid Waste Disposal Authority of the City of Huntsville in Alabama and Santek Waste Services (a subsidiary of Republic Services). Few larger waste companies have filed for bankruptcy in recent years, but Red River cited the pandemic, rising costs and lower waste volumes among the factors leading to its filing. It has been unable to provide consistent service to several local governments recently, with Fort Wayne, Indiana, recently terminating its contract in favor of beginning an eight-year contract with GFL Environmental in July 2022. About Red River Waste Solutions Red River Waste Solutions LP is a company in Dripping Springs, Texas, that provides waste management services. It also offers solid waste and garbage pickup, recycling, industrial waste collection, disposal, and landfill management services. Red River Waste Solutions sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-42423) on Oct. 14, 2021, listing up to $50 million in assets and up to $100 million in liabilities. James Calandra, chief restructuring officer of Red River Waste Solutions, signed the petition. Judge Morris oversees the case. Marcus Alan Helt, Esq., at McDermott Will & Emery LLP, is the Debtor's legal counsel. Stretto, Inc., is the claims and noticing agent. The Debtor's official committee of unsecured creditors tapped Womble Bond Dickinson (US) LLP as legal counsel and Rock Creek Advisors, LLC, as financial advisor. REVLON INC: Minority Holders Seek Official Committee ---------------------------------------------------- Erin Hudson and Rachel Butt of Bloomberg Law report a group of Revlon Inc.'s minority shareholders is seeking to become an official committee in the makeup company's bankruptcy proceedings, arguing the company's stock could "retain material value" and equity holders aren't properly represented. In a letter to a Department of Justice bankruptcy watchdog dated Tuesday and seen by Bloomberg, the holders say Revlon's stock price suggests "equity is significantly in the money" but "recovery is at risk" because a group of the makeup company's lenders are controlling the bankruptcy process and "are intent on acquiring Revlon's core assets on the cheap during a market trough," threatening the stock. About Revlon Inc. Revlon Inc. manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products. Today, Revlon's diversified portfolio of brands is sold in approximately 150 countries around the world in most retail distribution channels, including prestige, salon, mass, and online. Since its breakthrough launch of the first opaque nail enamel in 1932, Revlon has provided consumers with high quality product innovation, performance and sophisticated glamour. In 2016, Revlon acquired the iconic Elizabeth Arden company and its portfolio of brands, including its leading designer, heritage and celebrity fragrances. Revlon is among the leading global beauty companies, with some of the world's most iconic and desired brands and product offerings in color cosmetics, skin care, hair color, hair care and fragrances under brands such as Revlon, Revlon Professional, Elizabeth Arden, Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos, Christina Aguilera and AllSaints. Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay, Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also sought bankruptcy protection on June 15 and June 16, 2022. Revlon disclosed total assets of $2,328,093,000 against total liabilities of $3,689,240,395 as of April 30, 2022. The Hon. David S. Jones is the case judge. PJT Partners is acting as financial advisor to Revlon and Alvarez & Marsal is acting as restructuring advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the Company. Mololamken, LLC, is the conflicts counsel. Kroll, LLC, is the claims agent. RLI SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: RLI Solutions Company d/b/a Ronald Lane, Inc. d/b/a L & L Pipeline 161 South Johnson Rd. Houston, PA 15342 Chapter 11 Petition Date: July 17, 2022 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 22-21375 Judge: Hon. Thomas P. Agresti Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 938 Penn Avenue, 5th Fl. Suite 501 Pittsburgh, PA 15222 Tel: 412-232-0930 Fax: 412-232-3858 Email: dcalaiaro@c-vlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher Lane as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OJ2XCZA/RLI_Solutions_Company__pawbke-22-21375__0001.0.pdf?mcid=tGE4TAMA SOMM INC: Commences Chapter 11 Bankruptcy Protection ---------------------------------------------------- Somm, Inc., d/b/a Somm Select, filed for chapter 11 protection in the Northern District of California. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor is a California corporation that operates an online retail wine distribution business: https://www.sommselect.com/ The Debtor's business is located at 1620 Carneros Meadows Lane, Suite 115, Sonoma, CA 95476 and 1640 Carneros Meadows Lane, Suite 3, Sonoma, CA 95476. As of the Petition Date, the Debtor has 16 full-time and 2 part-time employees. The Debtor's employees are leased through an employee leasing and payroll company, ADT Total Source. In 2021, the Debtor had gross revenue of $11,927,573 and a net loss of $428,295. The 2021 year-end balance sheet reflected total assets of $2,330,966 and total liabilities of $2,318,366. For the six months ended June 30, 2022, the Debtor's gross revenue was $5,495,350 and the Debtor had a net loss of $475,377. The Debtor's Balance Sheet as of June 30, 2022 reflects total assets of $1,907,983 and total liabilities of $2,520,780. The Debtor currently has available cash in the approximate amount of $495,167. The Debtor’s total listed liabilities do not include a contingent, unliquidated, disputed liability related to a potential multi-million litigation claim asserted by the plaintiff in Carneiro v. Somm, Inc., Case No. SCV-264224, currently pending in the Superior Court of California, Sonoma County (the "Carneiro Litigation"). The case arises out of an alleged breach of a Buy-Sell Agreement between Brandon Carneiro, the Debtor, and three other shareholders of the Debtor. Mr. Carneiro is one of the founders of the Debtor, a former CEO of the Debtor, and a former shareholder of the Debtor. Early this year, following a trial, the jury in the Carneiro Litigation came back with a verdict finding that the parties used the wrong value to calculate the price of Mr. Carneiro’s shares under the Buy-Sell Agreement. Instead of the $0.13/share valuation obtained by an independent third-party selected by the parties, the jury found that the Company should have used a value of $1.00/share to determine the price for Mr. Carneiro's 3,940,000 shares of stock. The Debtor continues to contest the validity of the jury verdict and the claim. No judgment has yet been entered in the Carneiro Litigation, which is still subject to post-trial motions and disputes over the amount and form of the judgment, which the Superior Court was set to hear on October 5, 2022. However, on July 13, 2022, the Debtor was notified that the Plaintiff had moved ex parte for a prejudgment writ of attachment against all of the Debtor's assets that was scheduled to be reviewed by the Superior Court at 10:30 a.m. on July 14, 2022. The Debtor filed a Chapter 11 case on an emergency basis to prevent the Plaintiff from attaching all of the Debtor's assets and elevating its unsecured claim over the claims of other unsecured creditors. According to court documents, Somm estimates between 1,000 and 5,000 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 Aug. 19, 2022, at 11:00 AM via Tele/Videoconference - www.canb.uscourts.gov/calendars. Proofs of claim are due by Sept. 22, 2022. About Somm Inc. Somm Inc. -- https://sommselect.com -- doing business as Somm Select, offers exceptional wine from around the world, delivered to your door. Somm, Inc., filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10267) on July 14, 2022. In the petition filed by Morris C. Aaron, as CRO, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Mark M. Sharf has been appointed as Subchapter V trustee. Michael C. Fallon, of the Law Offices of Michael C. Fallon. is the Debtor's counsel. SONOMA PHARMACEUTICALS: Incurs $5.1M Net Loss in FY Ended March 31 ------------------------------------------------------------------ Sonoma Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $5.09 million on $12.63 million of revenues for the year ended March 31, 2022, compared to a net loss of $3.95 million on $18.63 million of revenues for the year ended March 31, 2021. As of March 31, 2022, the Company had $18.85 million in total assets, $10.15 million in total liabilities, and $8.70 million in total stockholders' equity. Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated July 13, 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 its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1367083/000168316822004940/sonoma_i10k-033122.htm About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a global healthcare company that develops and produces stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, animal health care, eye care, oral care and dermatological conditions. The Company's products reduce infections, itch, pain, scarring and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral and anti-inflammatory properties. Its stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate skin and oxygenates the cells in the area treated assisting the body in its natural healing process. The Company sells its products either directly or via partners in 54 countries worldwide. SOUTHERN BLOOMS: Unsecured Creditors to Split $5K for 36 Months --------------------------------------------------------------- Southern Blooms Co., LLC ("SBC") filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Plan of Reorganization under Subchapter V dated July 14, 2022. The Debtor was formed in March 2018 as a Tennessee limited liability company. It operates as a florist and seller of handcrafted wooden floral arrangements and generates revenue almost exclusively through online sales. SBC defaulted on its debt obligations and was facing piecemeal collections thereof by assorted parties across the country. With the process of having to hire counsel in multiple jurisdictions to defend and/or negotiate collection matters being exponentially more expensive, and the risk of such jeopardizing the viability of SBC, this Chapter 11 was filed to bring the SBC creditors to a common forum for SBC propose this orderly restructure of its debt load. The goal of this Chapter 11 is for SBC to maximize its ability to continue operations and efficiently and expeditiously repay its debts with future cash flow according to its ability, while also being afforded the breathing space to implement internal adjustments to its business model. SBC has implemented certain internal changes to the company, including the reduction of its workforce from 13 to 9 employees, with 2 now being full time and the remaining being part time. One of the full-time employees has also voluntarily accepted a salary reduction. SBC is also continuing to refocus sales efforts to its most profitable sectors, holidays and giftable items. The Debtor's financial pro-forma reflects projected disposable income of $196,105.00. This figure is derived from the projected 3-year period following Confirmation. The final Plan Payment is expected to be paid on September 1, 2025. This Plan of Reorganization proposes to pay the creditors of the Debtor from cash flow from business operations. Non-priority unsecured creditors holding allowed claims will receive pro rata distributions totaling $5,000.00 to the class. This Plan also provides for the payment of administrative and priority claims. Class 6 shall consist of the Allowed Unsecured Claims not entitled to priority and not expressly included in the definition of any other class. The Plan shall provide for total disbursements of $5,000.00 to be paid pro-rata to the claimholders in this class beginning on or before the completion of the secured creditor payments, and the full distribution shall be completed no later than 36 months from the Effective Date. The Debtor's unsecured debt, as reflected in the Debtor's schedules and through filed proofs of claims total $522,488.93. Class 7 shall consist of the equity interests in the Debtor. Mandy Rankin shall retain her equity interest in the Debtor. The Debtor will continue to operate to generate revenue to fund the Plan. A full-text copy of the Plan of Reorganization dated July 14, 2022, is available at https://bit.ly/3aVNpfH from PacerMonitor.com at no charge. Debtor's Counsel: Gray Waldron, Esq. Dunham Hildebrand, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: 615-933-5851 Fax: 615-777-3765 Email: gray@dhnashville.com About Southern Blooms Co. Southern Blooms Co., LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 22-01211) on April 15, 2022. At the time of filing, the Debtor estimated $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Marian F Harrison presides over the case. Denis Graham (Gray) Waldron, Esq. at Dunham Hildebrand, PLLC serves as the Debtor's counsel. SOUTHGATE TOWN: Wins Cash Collateral Access on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California authorized Southgate Town and Terrace. Inc. to use cash collateral and provide replacement liens on a final basis, effective June 7, 200 through Plan Confirmation, Dismissal or October 31, 2022. Specifically, the Debtor is permitted to use cash collateral, including the proceeds of sales of its inventory in accordance with the DIP budget, and the Debtor will be deemed in compliance with this requirement so long as the Debtor does not exceed the DIP Budget by up to 10% on average across all expenditures during any four-week period. The Debtor will make the regular monthly payment to the California Department of Housing and Community Development described in the DIP Budget in the amount of $6,524 as adequate protection payment. The California Department of Housing and Community Development is deemed adequately protected thereby. In addition, the California Department of Housing and Community Development is granted replacement liens in the same priority, with respect to the same collateral, and to the same extent, whether valid or not, as the California Department of Housing and Community Development security interests attached before the Petition Date. The Debtor will make the regular monthly payment to the United States Department of Housing and Urban Development in the amount of $4,868. The HUD is deemed adequately protected thereby. In addition, the HUD is granted replacement liens in the same priority, with respect to the same collateral, and to the same extent, whether valid or not, as the California Department of Housing and Community Development security interests attached before the Petition Date. A copy of the order and the Debtor's budget is available at https://bit.ly/3IQIzwI from PacerMonitor.com. The Debtor projects $58,683 in total monthly revenue and $11,763 in total operating and maintenance expenses. About Southgate Town and Terrace Homes Southgate Town and Terrace Homes Inc. is a limited equity housing cooperative per CA Civil Code Section 817. It is a resident-owned affordable housing community in South Sac, California. Southgate Town and Terrace Homes sought Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 22-20632) on March 16, 2022. In the petition filed by Mirza Baig, as president, Southgate Town and Terrace Homes estimated assets between $1 million and $10 million and liabilities of the same range. The case is handled by Honorable Judge Fredrick E. Clement. Stephen Reynolds, Esq., at Reynolds Law Corporation, is the Debtor's counsel. TALEN ENERGY: To Device Future Montana Coal-Fired Plant Future Plan ------------------------------------------------------------------- Akiko Matsuda of MarketWatch reports that a bankruptcy judge ruled on Tuesday, July 12, 2022, to maintain the automatic stay that came into effect under Talen Energy Supply LLC's chapter 11 filing until next month, but he also ordered the bankrupt company to come up with a future plan for Colstrip Generating Station so that the plant's co-owners won't be left hanging. About Talen Energy Corp. Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 2016 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. THREE ARROWS: Liquidators Ask Court to Force Founders to Cooperate ------------------------------------------------------------------ Dietrich Knauth of Reuters reports that representatives for Three Arrows Capital (3AC) have asked a U.S. bankruptcy court in Manhattan to force the cryptocurrency hedge fund's founders to participate in the liquidation proceedings, saying they can't be located and have blown off requests for necessary information. The court scheduled an emergency hearing on Tuesday to address concerns raised by the company's liquidators. Singapore-based 3AC, which was reported to have $10 billion in cryptocurrency earlier in 2022, held $3 billion in assets as of April 2022, according to the liquidators' court filing. The company filed for bankruptcy in the British Virgin Islands in late June 2022 after being hammered by a sharp sell-off in digital currencies. 3AC's insolvency has destabilized other crypto lenders like Voyager Digital, which filed for bankruptcy after 3AC failed to repay a loan of approximately $650 million in cryptocurrency, and Blockchain.com, which loaned $270 million to 3AC. 3AC's liquidators Russell Crumpler and Christopher Farmer, said in a Friday court filing that they cannot locate 3AC's founders, Zhu Su and Kyle Livingstone Davies. Crumpler and Farmer were appointed by a British Virgin Islands court to represent the company, wind down its operations and repay creditors. They filed a parallel bankruptcy case in New York in order to shield 3AC's U.S. assets and gain international recognition of the liquidation proceedings. The liquidators said Su and Davies have not yet begun to cooperate in the liquidation effort, and that they are not only concerned about delays to their work, but the "actual and imminent risk" that the founders or other parties will whisk away 3AC's cryptocurrency assets. They are demanding immediate access to 3AC's Singapore offices and information about 3AC's bank accounts and digital wallets. The liquidators said they have had Zoom and email communications with a Singapore law firm purporting to represent Zhu and Davies, but they could not be sure they were actually reaching the founders. On a recent Zoom call, Su and Davies' names appeared, but their video was turned off and they were on mute at all times. Neither answered direct questions on the call, according to the liquidators. Advertisement · Scroll to continue They also said they had stopped by 3AC's Singapore office, but could not enter because the door was locked. Mail had piled up unanswered by the door, and neighbors said no one had been in the offices since late May or early June, according to the court filing. Zhu is attempting to sell a Singapore mansion that could be worth tens of millions of dollars, according to the court filing. About Three Arrows Capital Three Arrows Capital Ltd. was an investment firm engaged in short-term opportunities trading, and is heavily invested in cryptocurrency, funded through borrowings. As of April 2022, the Debtor was reported to have over $3 billion of assets under its management. Three Arrows Capital Ltd. was incorporated as a business company under the laws of the British Virgin Islands. Its sole shareholder owning all of its "management shares" is Three Arrows Capital Pte. Ltd., which previously operated as a regulated fund manager in Singapore until 2021, when it shifted its domicile to the BVI, as part of a global corporate plan to relocate operations to Dubai. The Debtor borrowed digital and fiat currency from multiple lenders to fund its cryptocurrency investments. After cryptocurrency lost 99% of its value, and then prices of other cryptocurrencies had rapid declines, the Debtor reportedly defaulted on its obligations. On June 24, 2022, one of the Debtor's many creditors -- DRB Panama Inc. -- filed an application to appoint joint provisional liquidators -- and thereafter, full Liquidators -- in the Eastern Caribbean Supreme Court in the High Court of Justice (Commercial Division) located in BVI. The application was assigned claim number BVIHCOM2022/0117. Subsequently, on June 27, 2022, the Debtor filed its own application for the appointment of joint liquidators before the BVI Commercial Court. On June 29, 2022, the Honorable Mr. Justice Jack of the BVI Commercial Court appointed Russell Crumpler and Christopher Farmer of Teneo (BVI) Limited as joint liquidators of Three Arrows Capital Ltd. On July 1, 2022, liquidators of Three Arrows Capital filed a Chapter 15 bankruptcy in the U.S. (Bankr. S.D.N.Y. Case No. 22-10920) to seek recognition of the BVI proceedings. Judge Martin Glenn is the case judge. Latham & Watkins, led by Adam J. Goldberg is counsel in the U.S. case. The law firm of Ogier, led by Grant Carroll, is advising the liquidators in the BVI proceedings. THREE ARROWS: NY Judge Freezes Founders' Remaining Assets --------------------------------------------------------- MacKenzie Sigalos of CNBC Cryptoworld reports that a federal judge in a New York bankruptcy court has frozen the remaining assets of crypto hedge fund Three Arrows Capital following the firm's rapid fall from prominence. The fund, founded nearly a decade ago, managed $10 billion in assets just a few months ago. Now, its two co-founders are in hiding from angry creditors, who are trying to recoup some of their losses. Prior to the bankruptcy filing, a court in the British Virgin Islands ordered the beleaguered fund to liquidate in order to pay back its debts. Judge Martin Glenn of the Southern District of New York granted the emergency motion on Tuesday, July 12, 2022, to freeze Three Arrows' assets. Judge Glenn noted in the written decision that only the assigned bankruptcy liquidators have the authority to "transfer, encumber or otherwise dispose of any assets of the Debtor located within the territorial jurisdiction of the United States." As part of Judge Glenn's ruling, global advisory firm Teneo, which was assigned to manage the liquidation, was also granted permission to subpoena Three Arrows co-founders Zhu Su and Kyle Davies, as well as banks, crypto exchanges and other institutions and firms that have done business with the firm. The chief concern is that Three Arrows, also known as 3AC, and its leadership team might be siphoning funds ahead of the formal liquidation. Coindesk reported that Zhu is looking to sell his $35 million Singapore property, and there are reports of at least one other digital asset transfer of a non-fungible token held by the fund. "A key part of this motion is to put the world on notice that it is the liquidators that are controlling the debtor's assets at this stage," Adam Goldberg, an attorney representing Teneo, said in Tuesday's, July 12, 2022, hearing. Zhu and Davies didn't respond to requests for comment. Their lawyer, Christopher Anand Daniel of Singapore-based Advocatus Law, also didn't respond to CNBC's request for comment. Goldberg, of law firm Latham & Watkins, said liquidators are looking for documents such as account statements and digital wallet information. A main reason for the aggressive action is that the physical whereabouts of Zhu and Davies are "currently unknown," according to lawyers representing the creditors. The creditors also allege that liquidators in Singapore found that 3AC's offices were vacant, save for a few inactive computer screens. But after a nearly month-long hiatus from Twitter, Zhu broke his silence on Twitter early Tuesday, July 12, 2022, writing that the firm’s efforts to cooperate with creditors had been met with "baiting." From his verified account, Zhu shared screengrabs of emails sent by his lawyer to counsel representing liquidators. In those messages, the attorney wrote that the families of the co-founders "have received threats of physical violence." He also said Zhu and Davies have been "working under a lot of time pressure," noting that they "had to field queries from the Monetary Authority of Singapore in the last week." In the email, Daniel, their attorney, said he attached a spreadsheet with details of the company's assets and said they would be providing additional information about the firm's assets "on a rolling basis." CNBC asked Daniel for the spreadsheet, but didn't hear back. Goldberg said during the hearing that the information provided to his team is "by no means a sufficient form of cooperation." Nic Carter of Castle Island Ventures, which invests in blockchain-based companies, said the process could ultimately take years. "I wouldn't hold my breath to see the situation resolved," said Carter. "I"d be extremely concerned about dispositions of assets and trying to extricate them or maybe expropriate assets that are owed to creditors, and siphon those out of the process for the personal usage of the principles here." Carter said the case is particularly complex because it involves entities in Dubai, Singapore and other offshore locations. "The level of coordination that's required in order to unify the legal process here is very significant," Carter said. About Three Arrows Capital Three Arrows Capital Ltd. was an investment firm engaged in short-term opportunities trading, and is heavily invested in cryptocurrency, funded through borrowings. As of April 2022, the Debtor was reported to have over $3 billion of assets under its management. Three Arrows Capital Ltd. was incorporated as a business company under the laws of the British Virgin Islands. Its sole shareholder owning all of its "management shares" is Three Arrows Capital Pte. Ltd., which previously operated as a regulated fund manager in Singapore until 2021, when it shifted its domicile to the BVI, as part of a global corporate plan to relocate operations to Dubai. The Debtor borrowed digital and fiat currency from multiple lenders to fund its cryptocurrency investments. After cryptocurrency lost 99% of its value, and then prices of other cryptocurrencies had rapid declines, the Debtor reportedly defaulted on its obligations. On June 24, 2022, one of the Debtor's many creditors -- DRB Panama Inc. -- filed an application to appoint joint provisional liquidators -- and thereafter, full Liquidators -- in the Eastern Caribbean Supreme Court in the High Court of Justice (Commercial Division) located in BVI. The application was assigned claim number BVIHCOM2022/0117. Subsequently, on June 27, 2022, the Debtor filed its own application for the appointment of joint liquidators before the BVI Commercial Court. On June 29, 2022, the Honorable Mr. Justice Jack of the BVI Commercial Court appointed Russell Crumpler and Christopher Farmer of Teneo (BVI) Limited as joint liquidators of Three Arrows Capital Ltd. On July 1, 2022, liquidators of Three Arrows Capital filed a Chapter 15 bankruptcy in the U.S. (Bankr. S.D.N.Y. Case No. 22-10920) to seek recognition of the BVI proceedings. Judge Martin Glenn is the case judge. Latham & Watkins, led by Adam J. Goldberg is counsel in the U.S. case. The law firm of Ogier, led by Grant Carroll, is advising the liquidators in the BVI proceedings. TIERPOINT LLC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed TierPoint, LLC's Long-Term Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Stable. In addition, Fitch has affirmed the company's senior secured term loan and revolving credit facility at 'B+'/'RR3'. The IDR and security ratings affect approximately $900 million of debt, including unused capacity on the company's $232 million revolving facilities. TierPoint's ratings and Outlook reflect its solid performance through the pandemic and Fitch's expectation that demand for colocation and public cloud solutions will be robust over the rating horizon. TierPoint's profitability and margins improved in 2019-2020 after earlier execution challenges, and TierPoint has sustained its performance through 2021 and the start of 2022. KEY RATING DRIVERS Improved, but High Leverage: TierPoint's gross debt/EBITDA has materially improved since the end of 2019 when it was more than 8.0x. Fitch forecasts the company will operate with more manageable leverage in the 4.0x-5.0x range in the next few years. Management has reiterated its focus on improving organic trends and profitability in order to manage its leverage profile. However, this may prove challenging in a competitive industry. TierPoint closed an equity investment in February of $500 million, primarily used to provide liquidity to existing investors, but also enabled the company to pay down $25 million of its revolver balance. TierPoint's leverage position had already improved following a March 2020 preferred equity injection of $320 million and a 2021 credit amendment that reduced borrowing costs (lowered interest modestly). Capital Intensive Business: TierPoint operates in a competitive and capital-intensive industry and must continue to invest in order to maintain customers and drive growth. Fitch does not expect this dynamic to change over the ratings horizon. Consequently, this limits the company's ability to reduce leverage absent EBITDA expansion and/or additional equity contributions. Fitch expects the company to rely on its revolver and capital markets access to support capex needs in the future. Capex ranged from 20%-30% of revenue annually over the past few years, and Fitch expects elevated levels of spend will limit material FCF generation throughout Fitch's ratings horizon. Secular Data Center Growth: Data center demand increased significantly over the past decade driven by factors such as global internet adoption, increased smartphone usage, and enterprise outsourcing. Fitch believes these market forces will continue in the coming years. Fitch believes DC traffic growth, combined with an increasingly positive enterprise sentiment toward hybrid deployments, could favor carrier-neutral DC providers such as TierPoint. Fragmented and Competitive Market: Despite a favorable demand backdrop, the fragmented nature of the DC industry makes it susceptible to pricing pressure and excess capacity from new builds. In addition to industry supply risks, hyperscale/cloud providers represent a material competitive threat. Cloud providers such as Amazon's AWS and Microsoft's Azure are witnessing substantial growth and could over time threaten the core value proposition for traditional data center providers. This threat may be somewhat mitigated by TierPoint's managed-service offerings, if customers come to rely on TierPoint's staff for operations that Amazon and Microsoft do not provide. Diversified Customer Base: TierPoint operates 40 facilities in 20 markets and serves thousands of customers, with its largest customer at near 2% of monthly recurring revenue (MRR). This results in a fragmented customer base with its top 25 customers comprising only 20% of MRR. The fragmented customer base reduces customer concentration risk and earnings volatility. Fitch views this favorably as it enhances predictability of the company's future financial performance. Additionally, TierPoint strategically targets secondary markets where competition is less intense and focuses on small to medium sized enterprises (SMEs). High Mix of Recurring Revenue: Approximately 98% of the company's revenue is recurring in nature, with typical service contracts extending for three years, creating a high level of visibility into future revenue streams. Data center customers tend to look for long-term stability as IT infrastructure is critical for enterprises, and there are some switching costs, albeit less so than five or 10 years ago. This results in a lengthy sales cycle and fairly sticky customer base, as evidenced by average monthly churn of 0.9%-1.3% from 2019 through 2021. In the most recent quarterly results, TierPoint has reported churn below 1%. Shift to Managed Services: TierPoint generates nearly 50% of its total revenue from retail colocation but the mix has shifted to more managed services since 2015. The company is focused on providing a comprehensive portfolio of solutions, and the increased exposure to a greater part of the value chain is expected to increase customer stickiness. A greater mix of managed cloud services is also projected to increase capital efficiency as it tends to be less capital intensive. Fitch believes this mix shift provides some diversification beyond colocation, but it is unclear how the shift will impact margins over time. DERIVATION SUMMARY TierPoint competes with various companies including: (i) wholesale and retail colocation providers such as Digital Realty Trust, Inc. (BBB/Stable), Equinix, Inc. (BBB+/Stable), CyrusOne, Inc. and others; (ii) cloud service providers such as Amazon.com, Inc.'s (AA-/Stable) AWS, (iii) managed hosting vendors such as Rackspace Technology, Inc., as well as a range of other competitors including telecom operators, regional providers, private equity participants, etc. TierPoint provides IT and data center services, including both retail colocation and managed services, the latter of which has become a bigger piece of its business through both M&A and organic growth. Relative to some of its larger investment grade-rated peers, TierPoint targets secondary U.S. markets where competition is less severe, and the company focuses on small to mid-sized enterprises (SMEs) in these markets. TierPoint also operates with a materially smaller scale versus its larger competitors and leases the majority of its DC footprint, unlike peers that own the real estate. Fitch believes TierPoint fits in the 'B' rating category due to its small scale, lower margins and lower level of asset protection versus its larger peers, and significant competitive challenges. Fitch expects competition will remain significant in the DC segment, and Fitch would look for sustained execution from TierPoint as well as a prudent approach to managing cash flows. KEY ASSUMPTIONS -- Organic growth in the mid-single digit percentage range over the ratings horizon; -- EBITDA margins dipping slightly in 2022 and 2023 on the assumption of higher energy costs and a tight labor market but returning to low 30% range in the following years; -- Capex remains a material use of cash in the range of 20% of revenue. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Sustained improvement in operating fundamentals, including consistent mid-single digit or higher revenue and/or EBITDA growth; -- Gross leverage, Fitch-defined as total debt with equity credit/operating EBITDA, sustained near 4.5x or below; -- CFO-capex/Total Debt expected to remain consistently at or above 5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Gross leverage sustained at 5.5x or higher; -- FCF generation expected to be consistently negative; -- Fitch expects liquidity to become pressured, which could be evidenced by operating EBITDA/interest paid sustained below 2.5x, material and sustained draw-downs on revolving facilities and/or capital markets access in sector becoming tighter. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: The company's key sources of liquidity include: (i) $13 million of cash on its balance sheet at March 22, (ii) $232 million of senior secured revolving credit facilities, which had $24.5 million outstanding at March 22, and (iii) cash from operations, although much of this was used historically to fund capex to grow the business. Fitch believes the company is targeting break-even or positive FCF in the near term, but this may prove challenging to sustain given the capital-intensive nature of the DC industry. The availability of more than $200 million on the revolver provides adequate liquidity over the short term. Debt Structure: TierPoint's debt consists of credit facilities including: (i) a $232 million revolving credit facility maturing in April 2025 and (ii) a $675 million first lien term loan maturing in May 2026. In early 2021, the company executed an amend/extend of its first lien term loan that included: extending the maturity date of its TL by two years to May 2026, reduced the first lien LIBOR floor to 0.75%, and increased the debt incurrence basket for capital leases. There are no near-term maturities and only moderate amounts of amortization payments in the coming years. Thus, Fitch views limited maturity and/or refinancing risk in the near term. ISSUER PROFILE TierPoint is a provider of colocation, cloud, and managed services to small and medium-sized enterprises in underserved markets. The company operates 40 interconnected data centers (DCs) across 20 different U.S. markets, with 9 DCs being owned and the remainder being leased. 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 ---- ------ -------- ----- TierPoint, LLC LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ TYSIR INCORPORATED: Case Summary & 11 Unsecured Creditors --------------------------------------------------------- Debtor: Taysir Incorporated, a California corporation d/b/a Lake Perris Market; dba Lake Perris Liquor, Lake Perris Market & Liquor, Lake Perris Market & Deli 85 E. Ramona Expwy Perris, CA 92571 Business Description: The Debtor operates a convenience store selling beer, wine, and liquor. Chapter 11 Petition Date: July 19, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-12719 Judge: Hon. Magdalena Reyes Bordeaux Debtor's Counsel: Leonard M. Shulman, Esq. SHULMAN BASTIAN FRIEDMAN & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, CA 92618 Tel: 949-340-3400 Fax: 949-340-3000 Email: lshuman@shulmanbastian.com Total Assets: $772,300 Total Liabilities: $7,800,015 The petition was signed by Taysir Awad as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WSMMEXI/Taysir_Incorporated_a_California__cacbke-22-12719__0001.0.pdf?mcid=tGE4TAMA UNIFIED WOMEN'S: Moody's Withdraws B3 CFR Following Debt Repayment ------------------------------------------------------------------ Moody's Investors Service has withdrawn all ratings for Unified Women's Healthcare LP, including the B3 corporate family rating and B3-PD probability of default rating. The following ratings/assessments are affected by the action: Withdrawals: Issuer: Unified Women's Healthcare, LP Corporate Family Rating, Withdrawn , previously rated B3 Probability of Default Rating, Withdrawn , previously rated B3-PD Senior Secured Bank Credit Facility, Withdrawn , previously rated B2 (LGD3) Outlook Actions: Issuer: Unified Women's Healthcare, LP Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has withdrawn the ratings due to the early redemption of the obligations following a privately placed refinancing transaction. Headquartered in Boca Raton, Florida, Unified Women's Health is a leading provider of practice management services to obstetrics/gynecology (OB-GYN) practices and fertility services. VALERO ENERGY: Moody's Affirms 'Ba1' Rating on Preferred Stock -------------------------------------------------------------- Moody's Investors Service affirmed all ratings of Valero Energy Corporation (Valero) and its subsidiaries Ultramar Diamond Shamrock Corporation, Valero Energy Partners LP and Diamond Shamrock Inc., including Valero's Baa2 senior unsecured ratings. The outlook on all ratings was changed to stable from negative. Affirmations: Issuer: Valero Energy Corporation Pref. Shelf, Affirmed (P)Ba1 Subordinate Shelf, Affirmed (P)Baa3 Junior Subordinate Shelf, Affirmed (P)Baa3 Senior Unsecured Shelf, Affirmed (P)Baa2 Pref. Stock, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Issuer: Valero Energy Partners LP Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Issuer: Ultramar Diamond Shamrock Corporation Subordinate Regular Bond/Debenture, Affirmed Baa3 (assumed by Valero Energy Corporation) Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 (assumed by Valero Energy Corporation) Issuer: Diamond Shamrock Inc. Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 (assumed by Valero Energy Corporation) Issuer: Corpus Christi (Port of) TX, Ind. Dev. Corp. Senior Unsecured Revenue Bonds, Affirmed Baa2 Issuer: Gulf Coast Industrial Development Authority Senior Unsecured Revenue Bonds, Affirmed Baa2 Issuer: Gulf Coast Waste Disposal Authority, TX Senior Unsecured Revenue Bonds, Affirmed Baa2 Issuer: St. Charles (Parish of) LA Senior Unsecured Revenue Bonds, Affirmed Baa2 Outlook Actions: Issuer: Valero Energy Corporation Outlook, Changed To Stable From Negative Issuer: Valero Energy Partners LP Outlook, Changed To Stable From Negative Issuer: Ultramar Diamond Shamrock Corporation Outlook, Changed To Stable From Negative Issuer: Diamond Shamrock Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE The change of outlook to stable from negative reflects Moody's expectation that Valero will continue to reduce debt in 2022-23 to the levels maintained before the pandemic, and will rebuild its financial resilience and flexibility, while it continues to generate very substantial free cash flow amid peak industry and trading conditions in 2022. The stable outlook is underpinned by Valero's continued commitment to its conservative financial policy. The affirmation of Baa2 rating is supported by the company's strong liquidity position, sizable cash balances, as well as Moody's expectation that Valero will deliver a substantial growth in EBITDA and free cash flow generation and will continue to use part of the free cash flow to repay debt in 2022-23. Currently supportive market conditions should boost Valero's capacity to further accelerate debt reduction, while maintaining its focus on shareholder returns, including its standing commitment to return 40%-50% of its adjusted net cash from operations in the form of dividends or share repurchases, supported by the recently approved $2.5 billion share repurchase program. Valero's rating is generally supported by the company's large operating scale, high process complexity and operating excellence, as well as its significant refined product export opportunities that allow optionality in feedstocks and product slates, as well as access to a wide selection of markets. Valero maintains excellent liquidity. As of March 31, 2022, the company reported $2.6 billion in cash balances (excluding cash balances at joint ventures). The company further benefits from significant committed liquidity, including $3.4 billion available under its $4 billion revolver due in March 2024. The facility contains a Debt/Capital covenant of 60%, with ample headroom as of March 2022. The facility also contains a MAE clause with respect to environmental liabilities applicable to each borrowing, and the accounts receivable sales facility contains a general MAC clause applicable to each borrowing. Moody's expects Valero to remain well in compliance with all covenants in 2022-23. The company also reported $1.3 billion available for borrowing under its 2022 receivables facility, $115 million available under its Canadian revolver facility and further $50 million available under the Letter of Credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A conservatively financed diversification into other more resilient business lines that have a material positive impact on the company's quality of earnings and debt capacity with sustained RCF/debt above 30% could support an upgrade of Valero's Baa2 ratings. Valero's ratings could be downgraded if the company does not follow through with the anticipated reduction in debt to pre-crisis levels. A change in financial policy, allowing for debt-financed acquisitions or shareholder distributions, as well as materially weaker liquidity could also lead to the downgrade of the ratings. The principal methodology used in these ratings was Refining and Marketing published in August 2021. VERTEX ENERGY: Benjamin Cowart Has 10% Equity Stake as of July 12 ----------------------------------------------------------------- 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 Vertex Energy as of July 12, 2022: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------- ----------- Benjamin P. Cowart 7,591,811 10.0% Shelley T. Cowart 418,384 Less Than 1% The Shelley T. Cowart 2016 Grantor Retained Annuity Trust 70,214 Less Than 1% B&S Cowart II Family LP 5,850,607 7.7% Vertex Holdings, LP 7,500 Less Than 1% VTX, Inc. 100,765 Less Than 1% The percentages are based on 75,517,752 shares of Common Stock outstanding as of July 13, 2022, as confirmed by the Company's transfer agent. On July 12, 2022, Mr. Cowart sold 71,133 shares of Common Stock for an aggregate of $738,026, or a weighted average price of $10.38 per share, in open market transactions, pursuant to the 10b5-1 Plan. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/890447/000138713122007743/vtnr-13da_071222.htm About Vertex Energy Houston-based Vertex Energy, Inc. is an energy transition company focused on the production and distribution of conventional and alternative fuels. Vertex owns a refinery in Mobile (AL) with an operable refining capacity of 75,000 barrels per day and more than 3.2 million barrels of product storage, positioning it as a leading supplier of fuels in the region. Vertex is also a processor of used motor oil, with operations located in Houston and Port Arthur (TX), Marrero (LA), and Columbus (OH). Vertex also owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydroprocessing and plant infrastructure assets, that include nine million gallons of storage. Vertex Energy reported a net loss of $7.66 million for the year ended Dec. 31, 2021, a net loss of $11.40 million for the year ended Dec. 31, 2020, and a net loss of $5.49 million for the year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had $266.06 million in total assets, $192.55 million in total liabilities, $43.45 million in total temporary equity, and $30.07 million in total equity. VIDEO DISPLAY: Delays Filing of May 31 Form 10-Q ------------------------------------------------ Video Display Corporation filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended May 31, 2022. The Company was unable to file its Quarterly Report within the prescribed time period due to unforeseen delays in the collection and review of information and documents affecting disclosures in the Report on Form 10-Q. Accordingly, the additional time is requested to compile all information necessary to accurately complete the Form 10-Q within the time period permitted by Rule 12b-25 of the Securities and Exchange Act of 1934. The Company expects to file the subject report no later than the fifth calendar date following the prescribed due date for the report. About Video Display Headquartered in Cocoa, Florida, Video Display Corporation manufactures and distributes a wide range of display devices, encompassing, among others, industrial, military, medical, and simulation display solutions. Video Display reported a net loss of $2.56 million for the year ended Feb. 28, 2022. Peachtree Corners, Georgia-based Hancock Askew & Co., LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated May 31, 2022, citing that the Company has historically reported net losses or breakeven results along with reporting low levels of working capital. These conditions raise substantial doubt about the Company's ability to continue as a going concern. VIERA CHARTER: Moody's Upgrades Rating on Revenue Bonds to Ba1 -------------------------------------------------------------- Moody's Investors Service has upgraded Viera Charter Schools, Inc., FL's revenue bond ratings to Ba1 from Ba2. Concurrently, Moody's has revised the outlook on the outstanding bonds to stable from positive. RATINGS RATIONALE The Ba1 rating reflects Viera Charter Schools, Inc., FL's growing enrollment, supported by healthy demand and strong academics, in a service area with population growth and a strong economic profile. The school has grown its enrollment with a recent expansion and expects to be fully enrolled for fall 2023. Financial metrics are solid, however fiscal 2021 operating ratios are down from historical highs, due to the recent expansion as well as pandemic related expenses and revenue weakness, all of which Moody's expect to improve for fiscal 2022 based on financial reports through April 2022. The school should reach full enrollment over the next year with strengthening margins, liquidity, and debt service coverage. Despite expected enrollment growth, leverage will remain very elevated relative to the school's operations and is a key credit challenge for Viera. Further, the school will need to continue to adjust to weakened margins that resulted from pandemic-related expense increases for both facilities and transportation. RATING OUTLOOK The stable outlook reflects Moody's expectation for incremental growth as the school reaches full enrollment over the next year. This is expected to improve liquidity, and generate adequate debt service coverage. Statewide per pupil aid is expected to meet or exceed budget as the state continues to benefit from a strong economy. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Full enrollment and maintenance of demand Materially strengthened liquidity and debt service coverage FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Inability to achieve full enrollment in near term Any weakening of liquidity or coverage from current levels Material weakening of state funding or school district support LEGAL SECURITY Debt service payments on the bonds are secured by loan payments from Viera Charter Schools, Inc., which operates Viera Charter School as the Borrower, to Capital Trust Agency, as Issuer. Pursuant to the Trust Indenture, Capital Trust Agency then assigns to the Trustee, for the benefit of bond holders, all its rights under the Loan Agreement and Mortgage. PROFILE Viera Charter Schools, Inc. is a K-8 school located in a master planned community in unincorporated Brevard County (Aa3), Viera, Florida, adjacent to Melbourne. It operates pursuant to a charter school contract with the School Board of Brevard County expiring June 30, 2032. Fiscal 2022 enrollment is 1,354. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in September 2016. VOIP-PAL.COM INC: Hikes Authorized Capital Shares to 3.5 Billion ---------------------------------------------------------------- The holders of a majority of the issued and outstanding stock of VoIP-Pal.com Inc. approved an increase in the Company's authorized capital on May 25, 2022, from 3,000,000,000 shares of common stock, par value $0.001 per share, to 3,500,000,000 shares of common stock, par value $0.001 per share. On July 12, 2022, the Company formally completed the Authorized Capital Increase by filing a Certificate of Amendment with the Nevada Secretary of State. About VOIP-PAL.com Since March 2004, VOIP-PAL.com has developed technology and patents related to Voice-over-Internet Protocol (VoIP) processes. All business activities prior to March 2004 have been abandoned and written off to deficit. The Company operates in one reportable segment being the acquisition and development of VoIP-related intellectual property including patents and technology. VOIP-PAL.com reported a loss and comprehensive loss of $2.16 million for the year ended Sept. 30, 2021, compared to a loss and comprehensive loss of $2.34 million for the year ended Sept. 30, 2020. As of March 31, 2022, the Company had $537,285 in total assets, $181,288 in total liabilities, and $355,997 in total stockholders' equity. Vancouver, Canada-based Davidson & Company LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 14, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. VTV THERAPEUTICS: Board Appoints Two New Directors -------------------------------------------------- The Board of Directors of vTv Therapeutics Inc., upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed (i) Dr. Keith Harris as a member of the Board and a member and chair of the Audit Committee of the Board, effective immediately, and (ii) Dr. Fahed Al Marzooqi as a member of the Board, effectively immediately. Dr. Keith Harris and Dr. Fahed Al Marzooqi will each serve a term through the date of the next annual meeting of the Company's stockholders. As of July 15, 2022, Dr. Fahed Al Marzooqi has not been appointed to serve on any Committee of the Board. The Board has determined that Dr. Keith Harris qualifies as an "audit committee financial expert" as defined by Item 407(d)(5)(ii) of Regulation S-K, and that each of Dr. Keith Harris and Dr. Fahed Al Marzooqi qualify as an independent director as required by the rules of the NASDAQ Capital Market. Dr. Fahed Al Marzooqi was appointed to the Board pursuant to the previously announced common stock purchase agreement, dated as of May 31, 2022, between the Company, G42 Investments AI Holding RSC Ltd. and Group 42 Holding Limited. Dr. Keith Harris is a London-based investment banker and financier with a 30-year career as a senior corporate finance and takeover advisor, having held senior executive positions at leading institutions including Morgan Grenfell, Drexel Burnham Lambert, Apax Partners, and HSBC Investment Bank. Dr. Fahed Al Marzooqi is the chief operating officer of G42 Healthcare, a position he has held since April 2021. Dr. Fahed has over 15 years' experience with large and diverse organizations. Prior to joining G42 Healthcare, he was the chief administrative officer at Cleveland Clinic Abu Dhabi, where he was an integral part of multiple high-impact strategic programs for the hospital. Each of Drs. Harris and Al Marzooqi will receive the annual cash and equity compensation received by each of the Company's independent directors, which includes an annual cash payment of $35,000, and an annual equity grant of 25,000 options following each annual meeting of the Company's stockholders. Each of Drs. Harris and Al Marzooqi will also receive a grant of 25,000 options upon appointment. All directors are also reimbursed for their out-of-pocket expenses incurred in connection with their service. The Company expects each of Drs. Harris and Al Marzooqi to enter into the standard director and executive officer indemnification agreement that it has with its directors and executive officers. About vTv Therapeutics vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company focused on developing oral small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by programs for the treatment of type 1 diabetes, Alzheimer's disease, and inflammatory disorders. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease (COPD), and genetic mitochondrial diseases. vTv Therapeutics reported a net loss attributable to the company of $12.99 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $8.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company of $13.04 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $20.19 million in total assets, $13.91 million in total liabilities, $14.37 million in redeemable noncontrolling interest, and a total stockholders' deficit attributable to the company of $8.09 million. Raleigh, North Carolina-based Ernst & Young LLP, the Company's auditor since 2000, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. VYANT BIO: All Six Proposals Passed at Annual Meeting ----------------------------------------------------- Vyant Bio, Inc. held its 2022 Annual Meeting of Stockholders at which the stockholders: (1) elected John Fletcher (Board Chair), Geoffrey Harris, Joanna Horobin, Howard McLeod, Paul Hansen, John A. Roberts, and Yung-Ping Yeh as directors to serve on the Company's board of directors until the next annual meeting and until their successors have been duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement; (3) approved, on an advisory basis, the preferred yearly frequency of stockholder advisory votes on the compensation of the Company's named executive officers; (4) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending Dec. 31, 2022; (5) approved the proposal to amend the Company's certificate of incorporation, as amended, to authorize the Board in its discretion to effect a reverse stock split of the Company's issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-five to one-for-fifteen, at any time prior to the one-year anniversary date of the Annual Meeting, with the timing and exact ratio to be determined by the Board if effected; and (6) approved the proposal, for purposes of complying with Nasdaq Listing Rule 5635(d), to issue 20% or more of the Company's issued and outstanding common stock from time to time at the Company's discretion pursuant to the Company's purchase agreement with Lincoln Park Capital Fund, LLC, dated March 28, 2022. About Vyant Bio Vyant Bio, Inc. (formerly known as Cancer Genetics, Inc.) is an innovative biotechnology company reinventing drug discovery for complex neurodevelopmental and neurodegenerative disorders. Its central nervous system drug discovery platform combines human-derived organoid models of brain disease, scaled biology, and machine learning. Vyant Bio reported a net loss of $40.86 million for the year ended Dec. 31, 2021, a net loss of $8.65 million for the year ended Dec. 31, 2020, a net loss of $6.71 million for the year ended Dec. 31, 2019, and a net loss of $20.37 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $32.53 million in total assets, $10.16 million in total liabilities, and $22.37 million in total stockholders' equity. VYCOR MEDICAL: Fountainhead Capital Hikes Equity Stake to 61.9% --------------------------------------------------------------- Fountainhead Capital Management Limited disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of June 30, 2022, it beneficially owns 19,804,806 shares of common stock of Vycor Medical, Inc., representing 61.91 percent of the shares outstanding. On June 30, 2022, the Company issued to Fountainhead an aggregate of 535,714 shares of Company Common Stock pursuant to its Fountainhead Consultancy Agreement. As a result of such issuance, Fountainhead's previously-reporting holdings of Vycor Common Stock (including shares which it has the option to acquire within 60 days of such date) were adjusted to a total of 19,804,806 shares, comprising ownership of 19,804,806 Vycor Common Shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1424768/000149315222019119/sc13da.htm About Vycor Medical Vycor Medical (OTCQB: VYCO) -- http://www.vycormedical.com-- is dedicated to providing the medical community with innovative and superior surgical and therapeutic solutions. The company has a portfolio of FDA cleared medical solutions that are changing and improving lives every day. The company operates two business units: Vycor Medical and NovaVision, both of which adopt a minimally or non-invasive approach. Vycor Medical reported a net loss of $435,662 for the year ended Dec. 31, 2021, compared to a net loss of $822,482 for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $932,979 in total assets, $3.52 million in total liabilities, and a total stockholders' deficiency of $2.59 million. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 13, 2022, citing that the Company has incurred net losses since inception and has not generated sufficient cash flows from its operations. As of Dec. 31, 2021, the Company had working capital deficiency of $613,419, excluding related party liabilities of $2,049,167. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. [*] Paul Deutch to Hold Evening in Central Park Event on Oct. 17 ---------------------------------------------------------------- Paul Deutch invites you for an Evening in Central Park on October 17, 2022. Citizens Committee for New York City's fundraising event has a new location this fall at the Tavern on the Green in Central Park. The honorees are: Kelley Cornish Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP Ms. Cornish is a Partner in the Restructuring Department of Paul, Weiss, Rifkind, Wharton & Garrison LLP and a member of the Firm's Deciding Group. Kelley leads restructurings of large, complex public and private companies, and represents the full range of constituents -- debtors, secured and unsecured creditors, official and unofficial committees and acquirers of distressed assets. Representative recent engagements include Bumble Bee Foods, Sears, Performance Sports Group and SPARC Group (in its acquisitions of Brooks Brothers and Lucky Apparel). Ms. Cornish's recent recognitions include Chambers Nationwide, Chambers Global, 2022 Lawdragon 500 Leading Lawyers in America; Who's Who Legal/Restructuring and Insolvency; and Crain's New York Business's 2021 Notable LGBTQ Leaders and Executives. She is the Regent for the Second Circuit for the American College of Bankruptcy and a member of its 2021 Commission on Diversity, Equity and Inclusion. She also is a member of the Board of Lambda Legal, the Co-Deputy Chair of the Board of Her Justice, a Trustee Emeriti of Billie Jean King's Women's Sports Foundation, a member of the Law Board of Northwestern Pritzker School of Law and a member of the Board of Trinity School in New York City. Mitch Drucker Partner, Ares Commercial Finance Mr. Drucker is a Partner in the Ares Credit Group, where he focuses on the group's commercial finance platform. Mr. Drucker also serves as a member of the Ares Credit Group's Commercial Finance Investment Committee. Prior to joining Ares in 2020, Mr. Drucker was a Partner at the Garrison Investment Group, where he was responsible for corporate finance investments in the firm's Opportunity and Direct Lending Funds Group. Previously, Mr. Drucker served in various capacities at the CIT Group including National Marketing Manager, founder of CIT's Restructuring Lending Unit and Co-President of the CIT Business Credit Unit. Mr. Drucker holds a B.S. from Cornell University in Industrial Relations and an M.B.A from the University of Pennsylvania Wharton School of Business. The Event Chairman is: Paul H. Deutch Executive Vice President, Omni Agent Solutions Board Member, CitizensNYC [] Stretto's Anthony Facciano Receives Emerging Leader Awards ------------------------------------------------------------- The M&A Advisor announced Anthony Facciano of Stretto, a market-leading technology and bankruptcy-services firm, as one of the recipients of the 13th Annual Emerging Leaders Awards. Mr. Facciano, currently serving as managing director at Stretto, was chosen from a pool of prominent nominees for his notable accomplishments in business and in service to the turnaround community. The M&A Advisor, renowned globally for its recognition and presentation of leading M&A, financing and turnaround professionals, created this recognition awards program to promote mentorship and professional development among the emerging leaders of the corporate finance and dealmaking industries. Evaluation and selection of the nominees was completed by an independent judging panel. "The Emerging Leaders Awards were born as the '40 Under 40 Awards' in 2010 to recognize and celebrate the achievements of young M&A, financing and turnaround professionals who have reached a significant level of success and made notable contributions to their industry and community. With the challenges undertaken over the past two years, the 2022 award recipients join a truly remarkable, global network of outstanding young professionals," said Roger Aguinaldo, founder and CEO of The M&A Advisor. "It's exciting and rewarding to be recognized by The M&A Advisor in their 13th Annual Emerging Leaders Awards program," Mr. Facciano comments. "I'm honored to be in the company of so many accomplished professionals within the M&A, finance, and turnaround industries as my fellow honorees." At Stretto, Mr. Facciano is responsible for the successful onboarding of new corporate-restructuring and consulting engagements. He works with clients to determine specific situational requirements and identify the appropriate technology and case-management solution to resolve established scope. Fiduciaries rely on his experience to foresee potential roadblocks to swift, efficient case resolution. Anthony collaborates with Stretto's professional and banking service teams to assist clients in overcoming these challenges by outlining smart workflows and customizing processes. Maintaining a consistent dialogue with clients at both industry conferences and events, Anthony also works closely with Stretto's product development team to relay timely technology needs so platform enhancements can be created and implemented. He is actively involved in the American Bankruptcy Institute (ABI), National Association of Federal Equity Receivers (NAFER), National Association of Bankruptcy Trustees (NABT), Turnaround Management Association (TMA), California Receivers Forum, and California Bankruptcy Forum. The M&A Advisor will host two black-tie Awards Galas in New York City to introduce the Emerging Leaders Award Winners to the business community and celebrate their achievements. The Emerging Leaders Awards Galas are features of the 2022 Leadership in Dealmaking Summit on September 20-21, 2022 and the 2022 Future of Dealmaking Summit on November 15-16, 2022. Both exclusive events will pair current and past Emerging Leaders winners together with their peers and industry stalwarts. For a complete list of the 2022 Emerging Leaders Award Winners, click: http://maadvisor.com/EL/2022-EL/13th_Annual_Emerging_Leaders_Award_Winners_List.pdf About Stretto Stretto -- http://www.stretto.com/-- delivers a full spectrum of technology tools, case-management services, and depository solutions to fiduciaries. Offering a comprehensive suite of corporate-restructuring and consumer-bankruptcy capabilities along with multi-faceted deposit and disbursement services, Stretto provides an unparalleled portfolio of solutions under the executive leadership of industry veterans Eric Kurtzman and Jonathan Carson. Sitting at the center of the bankruptcy ecosystem, Stretto leverages deep-industry expertise and market insights to facilitate every aspect of case and cash management for its corporate-restructuring and consumer-bankruptcy clients, as well as fiduciaries and other industry professionals. About The M&A Advisor Now in its 24th year, The M&A Advisor -- http://www.maadvisor.com/ -- was founded in 1998 to offer insights and intelligence on mergers and acquisitions, establishing the industry's leading media outlet. Today, the firm is recognized as the world's premier leadership organization for mergers & acquisition, restructuring and corporate finance professionals. ********* 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 ***