/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220728.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 28, 2022, Vol. 26, No. 208 Headlines 1225 CLIFTON ST: Washington Property Files for Chapter 11 13 MARCUS GARVEY: Returns to Chapter 11 Bankruptcy 2377 NW KEARNEY: Case Summary & Three Unsecured Creditors 511 LOGISTICS: Seeks Cash Collateral Access A TREME MANAGEMENT: Liquidation Analysis Added to Amended Plan A.G. DILLARD: Wins Cash Collateral Access Thru Aug 4 ACM DEVELOPMENT: U.S. Trustee Says Disclosure Statement Inadequate AEARO TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors AMC ENTERTAINMENT: Repurchases $72.5-Mil. Debt at 31% Discount ARMSTRONG FLOORING: Retiree Panel Seeks to Hire Financial Advisor ARMSTRONG FLOORING: Sues Ex-Parent Over Trademark Rights AUTO WHOLESALE OF BOCA: Hits Chapter 11 Bankruptcy Protection AVIENT CORP: Moody's Rates New $500MM Term Loan Add-on 'Ba1' AVIENT CORP: S&P Rates New 500MM Senior Secured Term Loan 'BB+' AVINGER INC: N. Subainati Appointed as Principal Financial Officer BCQK LLC: Taps Wadsworth as Bankruptcy Counsel BIONIK LABORATORIES: Terminates Chief Commercial Officer BLACK DIAMOND: Case Summary & Six Unsecured Creditors BLACK NEWS CHANNEL: Court Okays $11-Mil. Sale to Byron Allen BLACKSTONE OILFIELD: Case Summary & 20 Largest Unsecured Creditors BLUE JAY COMMUNICATIONS: Wins Cash Collateral Access Thru Sept 30 BRAZIL MINERALS: Inks Exchange Agreement With Warberg IX, Warberg X BRAZOS SANDY CREEK: Court OKs Sept. 12 Auction for Assets CALAMP CORP: B. Riley Asset, Wes Cummins Acquire 6.17% Equity Stake CANOPY GROWTH: Agrees to Exchange C$262.6M Notes for Cash, Equity CHARLES DEWEESE: Court OKs Deal on Cash Collateral Access CHRISTIAN CARE: Gets Court Clearance for $44 Mil. Chapter 11 Sale CLASSIC REFRIGERATION: Files Emergency Bid to Use Cash Collateral CLEARDAY INC: To Get Additional $400K in Financings CLH INVESTMENT: Gets OK to Hire Rountree as Legal Counsel COSMOS HOLDINGS: Signs Deal to Acquire Cana Laboratories CPE FEEDS: Wins Cash Collateral Access Thru Sept 21 CRYSTAL SPOON: Wins Interim Cash Collateral Access CUSTOM TRUCK: To Release Q2 2022 Financial Results on Aug. 9 CYTODYN INC: Amends Backstop Agreement With David Welch DIFFUSION PHARMACEUTICALS: Signs Deal to Sell $20M Common Shares DUPONT STREET: Amended Liquidating Plan Confirmed by Judge EL CALAMAR: Wins Interim Cash Collateral Access ENJOY TECHNOLOGY: Cash Collateral Access, $55MM DIP Loan OK'd ETHEMA HEALTH: Executes Final Documents for Revised Leonite Note EVO TRANSPORTATION: Signs Loan Extension Deal With Antara, Execs FAIRPORT BAPTIST: Taps Bonadio & Co. as Accountant FIGUEROA MOUNTAIN: Court OKs Stipulation on Cash Collateral Use FORESIGHT ACQUISITIONS: Wins Cash Collateral Access Thru Aug 7 FORUM ENERGY: Moody's Affirms Caa1 CFR & Alters Outlook to Positive GABHALTAIS TEAGHLAIGH: Aug. 3 Hearing on Continued Cash Access GLATFELTER CORP: S&P Downgrades ICR to 'B+' on Margin Compression GWG HOLDINGS: $65MM Replacement Loan from Chapford OK'd HANGER INC: S&P Places 'B+' ICR on CreditWatch Negative HERTZ CORP: Claimants Say Order Would Force Lawyer Switch HOME DECOR: Wins Cash Collateral Access Thru Aug 16 IGLESIA CRISTIANA: Voluntary Chapter 11 Case Summary INPIXON: Signs Deal to Sell $25M Worth of Common Shares INTELLIPHARMACEUTICS INT'L: Incurs $841K Net Loss in 2nd Quarter ION GEOPHYSICAL: Life Insurance Says Disclosures Insufficient ION GEOPHYSICAL: Plan is Neither Fair Nor Equitable, Committee Says ION GEOPHYSICAL: Shearwater GeoServices Says Disclosures Inadequate ISABEL ENTERPRISES: Seeks to Hire Stoel Rives as Legal Counsel JJJCC & K: Files for Chapter 11 Again Without Counsel JUST BELIEVE: Case Summary & 10 Unsecured Creditors KUMTOR GOLD: Gebre Says Case Dismissal Unfair to Creditors LIVEWELL ASSISTED: Trustee Taps Richard P. Cook as Special Counsel LIZARD IN LOS ANGELES: Case Summary & Seven Unsecured Creditors MAGIC DESIGNS: Files Emergency Bid to Use Cash Collateral MASTER EQUITY: UST Says Cannabis-Tied Bankruptcy Must Be Tossed MAYAN POOLS: Wins Access to Cash Collateral Thru Aug 16 MESO DELRAY: Taps Athan Prakas of Parkas & Co as Broker MINNESOTA ATHLETIC: Court OKs Deal on Cash Collateral Access MOUNTAIN PROVINCE: Releases Q2 2022 Production, Sales Results MOUNTAIN RECOVERY: Taps Wadsworth as Bankruptcy Counsel MOUNTAINSKY LANDSCAPING: Case Summary & 20 Top Unsecured Creditors NATIONWIDE FREIGHT: Taps Burke Warren MacKay as Legal Counsel NORWICH ROMAN: Taps Michael Hogan as Unknown Claims Representative OMNIQ CORP: Awarded $4.1 Million Project for Supply Chain Equipment PANACEA LIFE: Dr. Janice Nerger Quits as Director PARADIGM MIDSTREAM: S&P Raises ICR to 'B' on Improved Leverage PARAGON DESIGNER: Taps Rountree Leitman Klein & Geer as New Counsel PARRISH26 LLC: Seeks to Hire Boyer Terry as Counsel PLUS THERAPEUTICS: Incurs $5.3 Million Net Loss in Second Quarter POWER SOLUTIONS: Inks Addendum 11 to Hyundai Supply Agreement PUERTO RICO: Oversight Board Brings Public Records Suit to SCOTUS PWP INVESTMENTS: Seeks Cash Collateral Access RANGER OIL: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable RED RIVER WASTE: Wins Cash Collateral Access on Final Basis RESHAPE LIFESCIENCES: Falls Short of Nasdaq Bid Price Requirement RESHAPE LIFESCIENCES: Settles H.C. Wainwright Suit for $1M REVLON INC: Affiliates Tap Huron Consulting as Financial Advisor REVLON INC: Affiliates Tap Ropes & Gray as Special Counsel REVLON INC: Bankruptcy a Mess, Says Creditors' Committee REVLON INC: Gets Approval to Hire KPMG LLP as Tax Services Provider REVLON INC: Taps Alan Gover as Counsel for Investigation Committee REVLON INC: Taps Kroll as Administrative Advisor REVLON INC: Taps MoloLamken as Special Litigation Counsel REVLON INC: Taps Paul Weiss Rifkind Wharton as Counsel REVLON INC: Taps Petrillo as Counsel for Investigation Committee REVLON INC: Taps PJT Partners LP as Investment Banker REVLON INC: Taps Robert Caruso of A&M as CRO REWALK ROBOTICS: Wins Court Approval for Share Repurchase Program SCF LLC: Case Summary & 20 Largest Unsecured Creditors SENIOR CARE LIVING: Wins Cash Collateral Access Thru Aug 2 SHEM OLAM: Case Summary & Four Unsecured Creditors SHW17 INC: Seeks to Hire Bartolone Law as Counsel SKAUTO BODY REPAIR: Starts Chapter 11 Subchapter V Case SMITHFIELD FOODS: Moody's Alters Outlook on 'Ba1' CFR to Positive SOMM INC: Has Deal with SBA on Cash Collateral Access SONOMA PHARMACEUTICALS: CEO Amy Trombly Appointed as Director SOUTH TRAIL: Taps Benjamin G. Martin as Legal Counsel STITCH ACQUISITION: S&P Downgrades ICR to 'B-', Outlook Negative T-SHACK INC: Taps Law Offices of Michael J. Harker as Counsel TAYSIR INCORPORATED: Seeks Cash Collateral Access TEMPLAR ENERGY: Faces 3rd Circuit Challenge on Sale Spat TEXAS MARINE: Files Emergency Bid to Use Cash Collateral THEOS FEDRO: Deal on Cash Collateral Access OK'd TITLE PIPE: Case Summary & 18 Unsecured Creditors TRIUMPH GROUP: Four Proposals Approved at Annual Meeting TUESDAY MORNING: Plans to File for Bankruptcy for Second Time VANGUARD ROOFING: Seeks Interim Cash Collateral Access VOYAGER DIGITAL: Kirkland Lawyers Charge $3 Mil. for 3-Week Work WEBER-STEPHEN PRODUCTS: Moody's Cuts CFR to Caa1, Outlook Neg. WELLFUL INC: S&P Rates $30MM Incremental First-Lien Term Loan 'B' WINDSOR FALLS: Voluntary Chapter 11 Case Summary [*] Bankruptcy Judge Mediation Faces Calls for Greater Scrutiny [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1225 CLIFTON ST: Washington Property Files for Chapter 11 --------------------------------------------------------- 1225 Clifton ST DE LLC filed for chapter 11 protection in the District of Columbia. The Debtor disclosed $8,000,050 in assets against $6,270,000 in liabilities in its schedules. The Debtor said that its property at 1225 Clifton Street NW, Suite A, Washington, DC 20011, is valued at $8 million. Lender IOF III Trust 1B is owed $6.27 million on a mortgage. Before the time of filing, the Debtor employed Capital Justice Attorneys, LLP, as counsel in connection with the filing of the Chapter 11 case. The Debtor wishes to continue to retain Law Firm and particularly, Anitra Ash-Shakoor, Esq. According to court documents, 1225 Clifton ST DE 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. 23, 2022, at 2:00 PM US Trustee Remote Location: Telephone #: (877) 465-7076;Passcode: 7191296. Proofs of claim are due by Dec. 1, 2022. . About 1225 Clifton ST DE LLC 1225 Clifton ST DE LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 1225 Clifton ST DE LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 22-00126) on July 21, 2022. In the petition filed by Azam Mirza, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million. Anitra Ash-Shakoor, of Capital Justice Attorneys, LLP, is the Debtor's counsel. 13 MARCUS GARVEY: Returns to Chapter 11 Bankruptcy -------------------------------------------------- 13 Marcus Garvey LLC has returned to Chapter 11 bankruptcy a year after its previous bankruptcy case was dismissed by the judge. In the prior case, the secured creditor, Chondrite REO, LLC, was owed $1.5 million, which claim is secured by the Debtor's property in Brooklyn, New York. By order signed on Sept. 28, 2020, the Bankruptcy Court lifted the automatic stay in rem to allow the Lender to exercise its state law rights against the Property. By notice of appeal filed on October 2, 2020, the Debtor appealed the Lift Stay Order to the U.S. District Court for the Eastern District of New York. At the behest of the U.S. Trustee, the Bankruptcy Court entered an order dismissing the bankruptcy case on March 23, 2021. About 13 Marcus Garvey LLC 13 Marcus Garvey LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns the property at 13 Marcus Garvey Blvd., Brooklyn, New York 11206, Block: 1578; Lot: 2. 13 Marcus Garvey LLC previously filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-42043) on May 13, 2020. The Debtor filed a Plan that contemplates paying creditors -- 100% for the secured creditor and 20% for unsecured creditors -- from a $1.5 million DIP financing and revenue from the property. However, in March 2021, the U.S. Trustee sought and obtained an order dismissing the case due to the Debtor's failure to pay U.S. Trustee fees and failure to file monthly operating reports for the months of October 2020, November 2020, and December 2020. 13 Marcus Garvey LLC again sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41738) on July 21, 2022. In the petition filed by Michael Israel, as member, the Debtor estimated assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge Elizabeth S. Stong. 2377 NW KEARNEY: Case Summary & Three Unsecured Creditors --------------------------------------------------------- Debtor: 2377 NW Kearney, LLC 2377 NW Kearney St. Portland, OR 97210-3015 Chapter 11 Petition Date: July 26, 2022 Court: United States Bankruptcy Court District of Oregon Case No.: 22-31209 Judge: Hon. David W. Hercher Debtor's Counsel: Keith Y. Boyd, Esq. THE LAW OFFICES OF KEITH Y. BOYD 724 S Central Ave 106 Medford, OR 97501 Email: keith@boydlegal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jacqueline Alexander as member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MRNJ3GQ/2377_NW_Kearney_LLC__orbke-22-31209__0001.0.pdf?mcid=tGE4TAMA 511 LOGISTICS: Seeks Cash Collateral Access ------------------------------------------- 511 Logistics Inc. asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral in accordance with the budget, with a 15% variance and provide adequate protection. The Debtor requires the use of cash collateral to pay operating expenses and protect the interests of the estate. In the months leading up to the Petition Date, the Debtor operated its business by subleasing its assets, including its trucks and trailers, and operations to its affiliate, Edwards Hobbs Logistics, Inc. Since the Chapter 11 filing, the Debtor is in the process of consolidating its operations and will be conducting its daily operations under its own name. On June 23, 2022, the Debtor received a demand letter from Penske Truck Leasing, Co., L.P., indicating that "as of the close of business on June 23, 2022, Customer has failed to pay Penske in the amount of $254,304" and that Penske would take certain actions if not paid within five days of the date of the letter. The Debtor filed the Chapter 11 case on June 30, 2022 at 2:32 pm. On the same day, at approximately 4 pm, the Debtor's principal, Kevin Edwards, was told Penske was sending out a letter terminating the leases for the Debtors' trucks and trailers. The Debtor contends those action are barred by the automatic stay. Additionally, the Debtor's principal, Kevin Edwards, had a series of personal events which cause the delay in filing the motion. On June 3, 2022, Mr. Edwards and his pregnant wife became sick with COVID-19, only testing negative on July 10. In addition, Mr. Edward's wife gave birth to their new child on July 17. According to the Debtor, the U.S. Small Business Administration, Atipana Capital LLC, Corporate Service Company, and CT Corporation System, as representative for an undisclosed principal, may assert a lien upon and security interest in Debtor's assets. On the bankruptcy filing date, the Debtor had a bank account with approximately negative $1,023. The Debtor says the Lenders, as adequate protection, will be granted a security interest in and lien upon all of the Debtor's assets created or acquired by the Debtor post-petition of the same nature in which said Respondent held a pre-petition security interest to the same validity and priority as said Respondent's pre-petition security interests and lien upon such collateral to secure against any diminution in value of any prepetition cash collateral. The Debtor also requests the Court to hold an expedited interim hearing on the matter on or before July 29. A copy of the motion and the Debtor's July-August 2022 budget is available at https://bit.ly/3csVo4j from PacerMonitor.com. The Debtor projects $454,834 in total revenue and $429,236 in total expenses. About 511 Logistics Inc. 511 Logistics, Inc. is a licensed and bonded freight shipping and trucking company running freight hauling business from Union City, Ga. 511 Logistics filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-54893) on June 30, 2022, listing up to $50,000 in assets and up to $1 million in liabilities. Gary M. Murphey has been appointed as Subchapter V trustee. Judge Wendy L. Hagenau oversees the case. Leon S. Jones, Esq., at Jones & Walden, LLC is the Debtor's legal counsel. A TREME MANAGEMENT: Liquidation Analysis Added to Amended Plan -------------------------------------------------------------- A Treme Management, LLC, submitted a Second Amended Disclosure Statement describing Fourth Amended Plan of Reorganization dated July 25, 2022. The Plan provides for the continuation of the Debtor's business operations. The Plan provides for the full payment of Administrative Claims on the later of the Effective Date, ten days after the date the Claim is Allowed or the time that the Allowed Claim is due in accordance with terms and conditions of governing documents. The Plan provides that the Debtor's only secured creditor, BankPlus, will be provided an Allowed Secured Claim and an unsecured deficiency claim, if any, for the balance of the amount owed, a secured claim to the extent of the value of the collateral securing its claim and an unsecured deficiency claim to the extent of any remaining debt. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Allowed Unsecured Claims, Class 2 Claimants will receive from the Debtor, ten (0%) percent of the Holder's Allowed Unsecured Claim payable quarterly over a period of seven (7) years. The first quarterly payment shall be due and payable at the end of the first Quarter following the Initial Distribution Date. * Class 3 Existing Equity Interest Holders shall retain their Interests under the Plan, but shall not be entitled to receive any distributions on account of such Equity Interests until all distributions required by the Plan are paid in full. The Reorganized Debtor will continue in existence and will operate and conduct business after the Effective Date as determined by its Post Confirmation Manager, and as consistent with its Operating Agreement, and applicable state and federal law. At the present time, Debtor anticipates that the post-confirmation business operations of the Reorganized Debtor will focus on the continued customer acquisition to increase its clientele and development of its existing line of business, with the concomitant reduction in operating expenses. During the period through Confirmation, Debtor estimates that it will have accumulated approximately $9,758.59, net of operating expenses and other costs. The Debtor intends to apply part of that amount in payment of outstanding trustee fees in the amount of $350.00 on the Effective Date, with the rest being used for working capital. Specifically, the Debtor anticipates that its cash on hand will allow it to continue its operations. The Working Capital Base will provide capital for continued operation of Reorganized Debtor. In connection with the Plan and Disclosure Statement, the following hypothetical liquidation analysis ("Liquidation Analysis") has been prepared by Debtor management with the assistance of the Debtor's counsel and financial advisors. This Liquidation Analysis should be read in conjunction with the Disclosure Statement and Plan. The Liquidation Analysis indicates the estimated values that would be obtained upon disposition of assets pursuant to a hypothetical chapter 7 liquidation, as an alternative to continued operation of the business as proposed under the Plan. Accordingly, values are different than amounts referred to in the Plan, which illustrates the value of the Debtors business as a going concern. In preparing the Liquidation Analysis, the amount of Allowed Claims has been projected based upon a review of scheduled Claims and all Proofs of Claims associated with pre-petition and post petition obligations. Additional Claims were not estimated to include certain post-petition obligations on account of which Claims have not been asserted, but which would be asserted in a hypothetical chapter 7 liquidation. These potential Claims not estimated are primarily comprised of lease and contract rejections including additional Administrative Claims relating to damages for breach of contracts and leases that were/may be assumed during the Chapter 11 Case. In the event litigation were necessary to resolve Claims asserted in a chapter 7 liquidation, the delay could be prolonged and Claims could further increase. A full-text copy of the Second Amended Disclosure Statement dated July 25, 2022, is available at https://bit.ly/3z9cKLu from PacerMonitor.com at no charge. The Debtor is represented by: Derek Terrell Russ, Esq. Bankruptcy Center of Louisiana 700 Camp Street New Orleans, LA 70113 Phone: 504-522-1717 Fax: 504-522-1715 Email: derekruss@russlawfirm.net About A Treme Management A Treme Management, LLC, a company that operates a commercial business, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 21-11418) on Dec. 9, 2021. Judge Meredith S. Grabill oversees the case. The Debtor is represented by Derek Terrell Russ, Esq., at Bankruptcy Center of Louisiana. A.G. DILLARD: Wins Cash Collateral Access Thru Aug 4 ---------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia, Lynchburg Division, authorized A.G. Dillard, Inc. to use cash collateral on an interim basis and provide adequate protection to Blue Ridge Bank through August 4, 2022. The Debtor requires the use of cash collateral to pay, among other things, expenses associated with the continued operations of its business. The Court said the aggregate use of cash collateral during the Third Interim Period will not exceed $480,912 as set forth in the Budget. Should the Debtor's use of cash collateral exceed $480,912, the Debtor's right to use cash collateral will terminate absent the express written consent of the Bank or further Court order. The Debtor is indebted to the Bank and the Bank is secured in connection with or pursuant to (i) a Business Loan Agreement dated December 18, 2019, by and between the Debtor and the Bank; (ii) a Promissory Note dated December 18, 2019, made by the Debtor, payable to the order of the Bank in the original principal amount of $4,000,000; (iii) a Loan Agreement dated September 25, 2020 by and between the Debtor and the Bank; (iv) a U.S. Small Business Administration Note made by the Debtor, payable to the order of the Bank in the original principal amount of $5,000,000; and (v) a Commercial Security Agreement dated March 12, 2018, granted by the Debtor in favor of the Bank. The Debtor is in default under the Loan Documents. As adequate protection, the Bank will have valid, enforceable and perfected replacement liens on all of the Bank's post-petition date collateral securing the obligations. The Replacement Liens will remain effective and enforceable unless or until otherwise modified by the Court. The Replacement Liens will be perfected, enforceable, choate, and effective without the necessity of the Bank taking any other action to validate or perfect the security interests and Replacement Liens granted to the Bank. As further adequate protection to the Bank, the Debtor continue to pay the Bank an amount equal to $4,000 per week. Only to the extent the Adequate Protection is deemed to be insufficient adequate protection under section 361 of the Bankruptcy Code, the Bank will have a superpriority administrative claim pursuant to sections 361 and 507(b) of the Bankruptcy Code, for which the Bank has the burden of proof. The final hearing on the matter is scheduled for August 4 at 11 a.m. A copy of the order and the Debtor's budget for the period from June 30 to August 4, 2022 is available at https://bit.ly/3zbefZw from PacerMonitor.com. The budget provides for total operating expenses, on a weekly basis, as follows: $22,396 for the week ending June 30, 2022; $44,031 for the week ending July 8, 2022; $61,668 for the week ending July 15, 2022; $48,141 for the week ending July 22, 2022; $41,591 for the week ending July 29, 2022; and $24,955 for the week ending August 4, 2022. About A.G. Dillard, Inc. A.G. Dillard, Inc. is an excavating contractor in Troy, Virginia. It provides a wide variety of site construction services, including site remodeling, clearing and demolition, pond repair/conversion, excavating and grading, site concrete, and paving. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 22-60115) on February 9, 2022. In the petition signed by Alan G. Dillard, III, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Rebecca B. Connelly oversees the case. Robert S. Westermann, Esq. at Hirschler Fleischer, PC is the Debtor's counsel. Blue Ridge Bank, as lender, is represented by Michael D. Mueller, Esq. at Williams Mullen. ACM DEVELOPMENT: U.S. Trustee Says Disclosure Statement Inadequate ------------------------------------------------------------------ Mary Ida Townson, United States Trustee for Region 21, objects to approval of the Disclosure Statement and confirmation of the Chapter 11 Plan of Reorganization for ACM Development, LLC. The United States Trustee objects to final approval of the Disclosure Statement because it fails to provide adequate information necessary for parties to make meaningful decisions regarding whether to accept or reject the Plan. The United States Trustee objects to the adequacy of the information set forth in the Disclosure Statement on the following grounds: * First, the Disclosure Statement fails to include any information regarding the Debtor's financial performance during this Chapter 11 case. At a bare minimum, the Debtor should provide a summary of the financial information detailed in the monthly operating reports filed during the pendency of this case. * Second, the Disclosure Statement includes at Exhibit B a balance sheet and profit & loss statement, both of which are dated as of December 31, 2021— before the Petition Date in this case. The Balance Sheet, dated as of December 31, 2021, shows a cash balance of $348,842.37, yet according to its most recent monthly operating report ("MOR") for the month of June 2022, the Debtor's ending cash balance is $96,799.12. * Third, the projections included in Exhibit D to the Disclosure Statement lack any explanation as to the basis for the numbers—especially the revenue numbers, which are not consistent with the revenue numbers reported in the Debtor's MORs filed to date. More specifically, the Debtor's cash balance has gone from $267,313.00 on the Petition Date to $96,799.00 at the end of June. * Fourth, the Disclosure Statement provides that the Debtor "expects to receive an Economic Refund Tax Credit potentially exceeding $2,000,000.00 before Confirmation, which will be available for payments under this [P]lan and general operations." (Disclosure Statement at 16). However, the Disclosure Statement fails to provide specific details as to when this money will be received, in what precise amount and in what precise ways the Debtor will utilize such funds. * Fifth, the Debtor currently owes quarterly fees for the first and second quarters of 2022 in the total amount of $58,512.64, of which $25,514.00 is delinquent. There is no information related to these outstanding fees, and the outstanding amount does not appear to be included in its entirety in the Debtor's projections. In addition, the United States Trustee objects to confirmation of the Plan because the Debtor and/or the Plan fail(s) to meet the requirements of Section 1129, including, without limitation, the requirements that the Plan be feasible and that the Plan is in the best interests of creditors. A full-text copy of the United States Trustee's objection dated July 25, 2022, is available at https://bit.ly/3JbM15e from PacerMonitor.com at no charge. About ACM Development ACM Development, LLC, provides excavation services and is based in Ocoee, Fla. ACM Development filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 22-00210) on Jan. 20, 2022, listing up to $10 million in assets and up to $50 million in liabilities. Eric R. Mynhier, manager, signed the petition. Judge Lori V. Vaughan oversees the case. The Debtor tapped Latham, Luna, Eden & Beaudine, LLP and Duerr & Cullen CPAs, P.A. as its legal counsel and accountant, respectively. AEARO TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Aearo Technologies LLC 7911 Zionsville Road Indianapolis, IN 46268 Business Description: The Debtors manufacture and sell custom noise, vibration, thermal, and shock protection solutions, primarily serving the aerospace, commercial vehicle, heavy equipment, and electronics industries. Chapter 11 Petition Date: July 26, 2022 Court: United States Bankruptcy Court Southern District of Indiana Seven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Aearo Technologies LLC (Lead Debtor) 22-02890 Aearo LLC 22-02891 Aearo Intermediate LLC 22-02892 Aearo Holding LLC 22-02893 Aearo Mexico Holding Corp. 22-02894 Cabot Safety Intermediate LLC 22-02895 3M Occupational Safety LLC 22-02896 Judge: Hon. Jeffrey J. Graham Debtors' Co-Bankruptcy Counsel: Jeffrey A. Hokanson, Esq. John C. Cannizzaro, Esq. Connor Skelly, Esq. ICE MILLER LLP One American Square, Suite 2900 Indianapolis, IN 46282-0200 Tel: (317) 236-2100 Fax: (317) 236-2219 Email: Jeff.Hokanson@icemiller.com john.cannizzaro@icemiller.com connor.skelly@icemiller.com Debtors' General Bankruptcy Counsel: Edward O. Sassower, P.C. Emily Geier KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Tel: 212.446.4800 Fax: 212.446.4900 Email: edward.sassower@kirkland.com Email: emily.geier@kirkland.com - and - Chad J. Husnick, P.C. Spencer A. Winters, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Tel: 312.862.2000 Fax: 312.862.2200 Email: chad.husnick@kirkland.com Email: spencer.winters@kirkland.com Debtors' Financial Advisor: AP SERVICES LLC Debtors' Claims & Noticing Agent: KROLL, LLC Debtors' Estimation Professional: BATES WHITE LLC Estimated Assets (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities (on a consolidated basis): $1 billion to $10 billion The petitions were signed by John R. Castellano as chief restructuring officer of Aearo Technologies. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UIRHIHQ/Aearo_Technologies_LLC__insbke-22-02890__0001.0.pdf?mcid=tGE4TAMA List of Law Firms Representing the Tort Claimants: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Aylstock, Witkin, Kreis Litigation Undetermined & Overholtz, PLLC 17 E. Main Street Suite 200 Pensacola, FL 32502 Attn: Bryan Frederick Aylstock, Jennifer M. Hoekstra, & Douglass Alan Kreis Tel: 850-916-7450 Fax: 850-916-7449 Email: baylstock@awkolaw.com jhoekstra@awkolaw.com dkreis@awkolaw.com 2. Watts Guerra LLP Litigation Undetermined 4 Dominion Drive Building 3 Suite 100 San Antonio, TX 78257 Attn: Mikal Watts, David Vincent Mclendon, & Erin Rogiers Tel: 210-448-0500 Email: mcwatts@wattsguerra.com dmclendon@wattsguerra.com erogiers@wattsguerra.com 3. Tracey Fox King & Walters Litigation Undetermined 440 Louisiana Street Suite 1901 Houston, TX 77002 Attn: Sean Patrick Tracey, Lawrence Fleming Tracey, & Shawn Fox Tel: 713-495-2333 Fax: 713-495-2331 Email: stracey@traceylawfirm.com sfox@traceylawfirm.com ltracey@traceylawfirm com 4. Keller Postman LLC Litigation Undetermined 150 N Riverside Plaza Suite 4100 Chicago, IL 60606 Attn: Ashley Conrad Keller, Nicole Corinne Berg, Ashley Barriere, Hannah Ruth Roberts, & Mitali R Vyas Tel: 312-948-8477 Email: ack@kellerpostman.com ncb@kellerpostman.com Ashley.barriere@kellerpostman.com hrr@kellerpostman.com mv@kellerlenkner.com 5. Clark, Love & Hutson, PLLC Litigation Undetermined 440 Louisiana Street Suite 1700 Houston, TX 77002 Attn: Clayton A. Clark, Shelley Van Natter Hutson, & William Michael Moreland Tel: 713-757-1400 Fax: 713-759-1217 Email: cclark@triallawfirm.com bgreif@triallawfirm.com mmoreland@triallawfirm.com 6. Thomas J. Henry Law Litigation Undetermined 521 Starr Street Corpus Christi, TX 78401 Attn: Thomas J Henry & Lesley Catherine Paniszczyn Tel: 361-985-0600 Fax: 361-985-0601 Email: Tjh.3m@thomasjhenrylaw.com lpan.3m@thomasjhenrylaw.com 7. The Gori Law Firm, P.C. Litigation Undetermined 156 N Main Street Edwardsville, IL 62025 Attn: Megan Tomlinson Arvola, Tanja C Engelhardt, Robert Allen Green, David Todd Mathews, & Nicholas Ryan Mayfield Tel: 618-659-9833 Email: marvola@gorijulianlaw.com tengelhardt@gorilaw.com rgreen@gorilaw.com todd@gorijulianlaw.com rmayfield@gorilaw.com 8. Pulaski Law Firm, PLLC Litigation Undetermined 2925 Richmond Avenue Suite 1725 Houston, TX 77098 Attn: Katherine Lindsey Cornell, Bret D Stanley, & Steve Faries Tel: 800-223-3784 Fax: 713-664-4555 Email: kcornell@pulaskilawfirm.com bstanley@pulaskilawfirm.com sfaries@pulaskilawfirm.com 9. Heninger Garrison Davis, LLC Litigation Undetermined 2224 1st Avenue North Birmingham, AL 35203 Attn: William Lewis Garrison, Jr., Taylor Christopher Bartlett, & Christopher Boyce Hood Tel: 205-326-3336 Fax: 205-326-3332 Email: lewis@hgdlawfirm.com taylor@hgdlawfirm.com chood@hgdlawfirm.com 10. Weitz & Luxenberg P.C. Litigation Undetermined 700 Broadway New York, NY 10003 Attn: Terea Ann Curtin, Ericarae Garcia, & Michael Edward Pederson Tel: 212-558-5907 Fax: 646-293-4360 Email: tcurtin@weitzlux.com egarcia@weitzlux.com mpederson@weitzlux.com 11. Douglas & London, P.C. Litigation Undetermined 59 Maiden Lane 6th Floor New York, NY 10038 Attn: Michael A London & Virginia E Anello Tel: 212-566-7500 Fax: 212-566-7501 Email: mlondon@douglasandlondon.com vanello@douglasandlondon.com 12. Bailey Cowan Heckaman PLLC Litigation Undetermined 1360 Post Oak Boulevard Suite 2300 Houston, TX 77056 Attn: Kenneth Camp Bailey & Robert W Cowan Tel: 713-425-7100 Fax: 713-415-7101 Email: bailey-svc@bpblaw.com rcowan@bchlaw.com 13. Junell & Associates, PLLC Litigation Undetermined 3737 Buffalo Speedway Suite 1850 Houston, TX 77098 Attn: Deborah K Levy Tel: 713-221-3750 Email: dlevy@junell-law.com 14. Nabers Law Firm, PLLC Litigation Undetermined 3737 Buffalo Speedway Suite 1850 Houston, TX 770 Attn: Joseph Scott Nabers & Katerina Dimitrakakos Tel: 713-422-1200 Fax: 713-422-1210 Email: snabers@naberslaw.com kathy@naberslaw.com 15. Morgan & Morgan Litigation Undetermined 850 3rd Avenue Suite 402 Brooklyn, NY 11232 Attn: Paul J Pennock & Jonathan M Sedgh Tel: 212-738-6839 Email: ppennock@forthepeople.com jsedgh@forthepeople.com 16. Danziger & De Llano, LLP Litigation Undetermined 440 Louisiana Street Suite 1212 Houston, TX 77002 Attn: Rodrigo De Llano Tel: 713-222-9998 Email: filings@dandell.com 17. Seeger Weiss LLP Litigation Undetermined 55 Challenger Road 6th Floor Ridgefield Park, NJ 07660 Attn: Christopher A Seeger, David R. Buchanan, & Maxwell H Kelly Tel: 212-584-0700 Fax: 973-639-8656 Email: cseeger@seegerweiss.com dbuchanan@seegerweiss.com mkelly@seegerweiss.co 18. Abraham, Watkins, Nichols, Litigation Undetermined Sorrels, Agosto & Aziz 800 Commerce Street Houston, TX 77055 Attn: Muhammed S Aziz Tel: 713-222-7211 Fax: 713-225-0827 Email: jdean@abrahamwatkins.com 19. Morgan, Collins, Litigation Undetermined Yeast and Salyer 455 2nd St. Paintsville, KY 41240 Attn: McKinnley Morgan, Roy Collins, Dan Yeast, & Kyle Salyer Tel: 606-789-1135 20. Martin Walton Law Firm Litigation Undetermined 699 S. Friendswood Drive, Suite 107 Houston, TX 77546 Attn: Mike Martin & Gage Walton Tel: 346-800-0285 AMC ENTERTAINMENT: Repurchases $72.5-Mil. Debt at 31% Discount -------------------------------------------------------------- AMC Entertainment Holdings, Inc. (NYSE: AMC), the largest theatrical exhibition company in the world, said July 20, 2022, that during the second quarter ended June 30, 2022 it strengthened its balance sheet by repurchasing approximately $72.5 million of its 10.0% Second Lien Subordinated Secured Notes due 2026, through the open market, for approximately $50.0 million, representing a 31% discount to the face value of the debt. As a result of this debt reduction, AMC's annual interest cost will be reduced by $7.25 million. Commenting on the debt repurchase, Adam Aron, AMC Chairman and CEO said, "Thanks to our passionate and supportive shareholders who helped us build a war chest of cash, and in light of the continued recovery of theatrical exhibition, we are very pleased to announce that the Company was able to repurchase more than $72 million of second lien debt at a significant and beneficial discount." Aron added, "This action is one more step along our recovery glidepath. We will continue to seek creative and meaningful strategies to further strengthen our balance sheet and create value for our shareholders in the future." * * * Bloomberg reported July 21 that AMC bonds rose after the company said it repurchased around $72.5 million of 10% second-lien notes due 2026 on the open market for about $50 million. The bond the company repurchased jumped 3 cents on the dollar to 76 cents, according to Trace trading data. About AMC Entertainment AMC Entertainment, through its subsidiaries, engages in the theatrical exhibition business. As of December 31, 2015, it owned, operated, or held interests in 387 theatres with a total of 5,426 screens primarily in North America. The company was founded in 1920 and is headquartered in Leawood, Kansas. The Company is a subsidiary of AMC Entertainment Holdings, Inc. ARMSTRONG FLOORING: Retiree Panel Seeks to Hire Financial Advisor ----------------------------------------------------------------- The committee of non-represented retirees of Armstrong Flooring, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ AlixPartners, LLP as financial advisor. The firm will provide these services: a. review and evaluate the Debtors' current financial condition, business plans and cash and financial forecasts, and periodically report to the retiree committee regarding the same; b. analyze the Debtors' other post-employment benefit obligations and their impact on the Debtors' liquidity, financial projections and sale process; c. review the Debtors' cash management, tax sharing and intercompany accounting systems, practices and procedures; d. evaluate any proposed sale process and related bids and participate in any meetings with bidders or auction, as required; e. review and investigate: (i) related party transactions, including those between the Debtors and non-debtor subsidiaries and affiliates, and (ii) selected other pre-petition transactions; f. identify and review potential preference payments, fraudulent conveyances and other causes of action that the various Debtors' estates may hold against third parties, including each other; g. analyze the Debtors' assets and claims, and assess potential recoveries to the retirees under different scenarios; h. assist in the development and review of the Debtors' plan of reorganization and disclosure statement; i. review and evaluate court motions filed or to be filed by the Debtors or any other parties-in-interest, as appropriate; j. render expert testimony and litigation support services, including e-discovery services, as requested from time to time by the Debtors and their counsel, regarding any of the matters to which AlixPartners is providing services; k. attend retiree committee meetings and court hearings as may be required; and l. assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid at these rates: Managing Director $1,060 to $1,335 per hour Director $840 to $990 per hour Senior Vice President $700 to $795 per hour Vice President $510 to $685 per hour Consultant $190 to $505 per hour Paraprofessional $320 to $340 per hour The firm will also be reimbursed for its out-of-pocket expenses. David MacGreevey, a partner at AlixPartners, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David MacGreevey AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Tel: (212) 490-2500 Email: dmacgreevey@alixpartners.com About Armstrong Flooring Armstrong Flooring, Inc. (NYSE: AFI) -- https://www.armstrongflooring.com/ -- is a leading global manufacturer of flooring products and one of the industry's most trusted and celebrated brands. The company continually builds on its resilient, 150-year legacy by delivering on its mission to create a stronger future for customers through adaptive and inventive solutions. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring safely and responsibly operates eight manufacturing facilities globally. Armstrong Flooring and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10426) on May 8, 2022. In the petition signed by Michel S. Vermette, president and chief executive officer, Armstrong Flooring disclosed $517,000,000 in assets and $317,800,000 in liabilities. Judge Mary F. Walrath oversees the cases. Skadden, Arps, Slate, Meagher and Flom, LLP is the Debtors' counsel. Riveron Consulting, LP is the financial advisor, Houlihan Lokey is the investment banker, and Epiq Corporate Restructuring, LLC, is the claims and noticing agent and administrative advisor. On May 18, 2022, the Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Cole Schotz PC as counsel and Province LLC as financial advisor. On June 17, 2022, the Office of the U.S. Trustee for the District of Delaware appointed a committee of non-represented retirees in these Chapter 11 cases. The committee tapped Jenner & Block, LLP and Saul Ewing Arnstein & Lehr, LLP as legal counsels; and AlixPartners, LLP as financial advisor. ARMSTRONG FLOORING: Sues Ex-Parent Over Trademark Rights -------------------------------------------------------- Armstrong Flooring Inc. has sued its former parent and licensing subsidiary in Delaware bankruptcy court, alleging that they are jeopardizing $203.3 million worth of sales and putting the debtor at risk of liquidation by refusing to sign over the necessary trademark rights. The Lancaster, Pennsylvania-based flooring supplier filed an adversary proceeding against Armstrong World Industries Inc. and AWI Licensing LLC on Wednesday, July 20, 2022, asserting that the two entities would not "perform the ministerial act of signing three forms consenting to the assumption and assignment of a trademark license agreement." One of AFI's most material assets is its right to use the "Armstrong" name and marks in connection with the flooring business. AFI and its predecessors have manufactured and sold floor tile products under the "Armstrong" name for more than 120 years. "Armstrong" has been and remains one of the most widely recognized and widely respected names in the floor tile industry. AFI launched a refreshed "Armstrong Flooring" logo in 2020. This adversary proceeding is brought to require Defendants to perform the ministerial act of signing three forms consenting to the assumption and assignment of a Trademark License Agreement necessary to complete the $200 million sale of the Debtor's businesses. The case Armstrong Flooring, Inc. v. Armstrong World Industries, Inc., and AWI Licensing LLC, Adv. Pro. No. 22-50394, claims that the Defendants' refusal to sign is unreasonable and unjustifiable because, as a matter of law, Defendants have consented to Debtor’s assumption and assignment of the License Agreement by virtue of AWI Licensing's failure to object to the Debtor's notice of the assumption and assignment. Defendants' bad-faith conduct threatens devastating harm to the Debtor, while not benefiting Defendants in any way. With the closing of the sale rapidly approaching, Defendants should be ordered to sign the forms, or, if they fail to do so, held liable for the resulting damages to the Debtor. The Debtor seeks to obtain a declaratory judgment that (i) AFI has validly assumed the Trademark License Agreement among AWI, AWI Licensing, and AFI, dated as of April 1, 2016, as amended on December 7, 2020 pursuant to Bankruptcy Code Section 365(a); (ii) in connection with the consummation of the Approved Section 363 Sales, AFI may validly assign its rights and obligations under the License Agreement to AHF, LLC, Braeside Mills Investments Pty Ltd., and Zhejiang GIMIG Technology Co., Ltd. (the "Successful Bidders") with respect to their respective territories, pursuant to Bankruptcy Code Section 365(f)(1), notwithstanding any consent rights of Licensor under Section 10.4 of the License Agreement or any other rights or conditions in the License Agreement (including but not limited to Section 2.2 thereof) that would otherwise prohibit or restrict AFI's ability to assign or sublicense its rights under the License Agreement to third parties without Licensor's consent; and (iii) Licensor irrevocably and forever waived any objection to the Debtor's assumption and assignment of the License Agreement -- including without limitation any objection based on adequate assurance of future performance and any objection that applicable law excuses Licensor from accepting performance by, or rendering performance to, the Successful Bidders under Bankruptcy Code Section 365(c)(1) -- by failing to file a timely (or any) objection to the Notice of Proposed Assumption and Assignment of Certain Executory Contracts (the "Contract Assumption Notice"), specifically referencing the Licensing Agreement, served on Licensor on May 31, 2022, in accordance with the Bidding Procedures Order; The Debtor also seeks a temporary restraining order, preliminary injunction, and permanent injunction (i) requiring Licensor to deliver written consents (the "Written Consents") to the Successful Bidders, in the forms required by the Approved Section 363 Sale Agreements, at or before the respective scheduled closings of the Approved Section 363 Sales, beginning on July 22, 2022, and (ii) prohibiting Defendants, their officers, agents, servants, employees, and attorneys, and anyone acting in active concert or participation with them from taking any action to interfere with or delay such closing, including by threatening to terminate or terminating the License Agreement; and (c) in the alternative, if any of the Approved Section 363 Sales fail to close on the scheduled dates and terms (including consideration to the Debtor) set forth in the Approved Section 363 Sale Agreements, then compensatory damages, including the loss in value to the estate, in an amount to be determined at trial. Throughout the Chapter 11 cases, the Debtor has diligently worked to solicit, negotiate, and consummate asset sales that will maximize the value of the estates for creditors, protect retirees' benefits, and preserve the jobs of as many employees as possible. After extraordinary effort the Debtor obtained, and this Court approved, sales of substantially all of the Company's assets for a total cash consideration of approximately $203.3 million (subject to certain closing adjustments) to the three Successful Bidders, who are respectively purchasing the Company's assets in North America, Australia and New Zealand, and China. The closing of the three transactions is vital to achieving reasonable value for the bankruptcy estate. Moreover, the Successful Bidders for Australia/New Zealand and China are expected to continue operating the Company's businesses in those territories, and the Successful Bidder for North America is expected to continue operating the Company's facilities in Lancaster, Pennsylvania and other locations in the United States and Canada, all to the ongoing benefit of AFI's employees and their communities. Defendants, however, have engaged in, and are continuing to engage in, actions that are contrary to law, contrary to the License Agreement, and in derogation of Debtor's rights pursuant to the Contract Assumption Notice and the Court's Bidding Procedures Order, all of which actions threaten to destroy the value offered by the Approved Section 363 Sales, deprive AFI of the benefit of its bargain in the License Agreement, and cause devastating harm to AFI's employees (hundreds of them), retirees (thousands of them), the communities in which they live and work, and the continuing businesses. Defendants have no legitimate reason for, and nothing to gain from, their unlawful actions and their unreasonable refusal to provide the Written Consents. Not surprisingly, the continued right to use the "Armstrong" name and marks is one of the most material considerations for each of the three Successful Bidders. Assignment of rights to use the "Armstrong" name and marks is a closing condition of each of the Approved Section 363 Sales. As requested by the Successful Bidders, the terms of the Approved Section 363 Sales provide that, as a closing condition, AFI will provide the Written Consents from the Licensor. If AFI were unable to deliver an assignment of trademark rights to the Successful Bidders, the sales would not close. If the Approved Section 363 Sales do not close on their current terms and on their current schedule, this case will likely need to be converted to a Chapter 7 liquidation which will realize far less value for creditors and cause the loss of hundreds of jobs that would otherwise be preserved, and harm to thousands of retirees. About Armstrong Flooring Armstrong Flooring, Inc. (NYSE: AFI) -- https://www.armstrongflooring.com/ -- is a leading global manufacturer of flooring products and one of the industry's most trusted and celebrated brands. The company continually builds on its resilient, 150-year legacy by delivering on its mission to create a stronger future for customers through adaptive and inventive solutions. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring safely and responsibly operates eight manufacturing facilities globally. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10426) on May 8, 2022. In the petition signed by Michel S. Vermette, president and chief executive officer, the Debtor disclosed $517,000,000 in assets and $317,800,000 in liabilities. Judge Mary F. Walrath oversees the case. Skadden, Arps, Slate, Meagher and Flom, LLP is the Debtor's counsel. Riveron Consulting, LP is the financial advisor, Houlihan Lokey is the investment banker, and Epiq Corporate Restructuring, LLC, is the claims and noticing agent and administrative advisor. AUTO WHOLESALE OF BOCA: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Auto Wholesale of Boca LLC filed for chapter 11 protection in the Southern District of Florida. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. AWB is a licensed automobile dealer under Florida Law, and maintains two separate premises -- one is the main office and the other is the warehouse facility. AWB buys and sells high-end luxury automobiles. It currently owns in its inventory 19 automobiles, and also has two additional automobiles in its possession, recently acquired, belonging to third parties. On the Petition Date, the Debtor leased its office space (located at 6560 West Rogers Circle, Suite B27, Boca Raton, FL, and a separate air-conditioned warehouse located a 547 N. Dixie Hwy, Boca Raton, FL to maintain its automobile inventory. The Debtor said it has ended up in Chapter 11 bankruptcy because it was defrauded out of millions of dollars in automobiles and monies. Specifically, Excell Auto Group Inc., Karma of Palm Beach and Karma of Broward operated and owned primarily by Scott and Kristen Zankl, through manipulation of records and financials defrauded, among others, AWB. This fraud by the Zankls and other entities apparently included the reselling and triple financing of automobiles owned by AWB, paid for by AWB and/or financed by AWB. Shortly after AWB was able to recover much of its property from the Zankls, the Zankls filed for bankruptcy for Excell under Chapter 7 in Case No. 22-12790-EPK. The Zankls have falsely led various lenders of Karma of Palm Beach and Karma of Broward to pursue AWB's automobiles and inventory. Litigation has led to substantial legal expenses in 8 to 10 lawsuits, with the potential for conflicting decisions and has also effectively shut down AWB's operations. According to court filing, Auto Wholesale of Boca estimates between 100 and 199 creditors. The petition states funds will be available to unsecured creditors. About Auto Wholesale of Boca Auto Wholesale of Boca LLC is a domestic limited liability company in Florida. Auto Wholesale of Boca LLC filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-15627) on July 22, 2022. In the petition filed by Moshe Farache, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Honorable Bankruptcy Judge Erik P. Kimball. Linda Marie Leali has been appointed as Subchapter V trustee. James B Miller, of James B. Miller, P.A, is the Debtor's counsel. AVIENT CORP: Moody's Rates New $500MM Term Loan Add-on 'Ba1' ------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to Avient Corporation's proposed $500 million non-fungible term loan add-on due 2029 and Ba3 rating to the proposed $725 million senior unsecured notes due 2030. The Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba1 senior secured bank credit facility rating and Ba3 rating on the existing senior unsecured notes are unchanged. The Speculative Liquidity Rating (SGL) SGL-2 is maintained. The outlook is stable. The proceeds from the proposed financing transactions, in addition to $335 million of cash from the balance sheet, are expected to be applied towards financing the $1.46 billion acquisition of Royal DSM N.V.'s (A3 stable) Protective Materials business (Dyneema). The assigned ratings are subject to review of the final documentation. "The proposed term loan add-on and notes that are being issued in order to finance the Dyneema acquisition temporarily stretches credit metrics and add a significant amount of debt; however, the strategic rationale strengthens its business profile and should benefit the company's financial performance long-term," said Domenick R. Fumai, Moody's Vice President and lead analyst for Avient Corporation. Assignments: Issuer: Avient Corporation Senior Secured Term Loan, Assigned Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) RATINGS RATIONALE The acquisition is credit neutral as it will add $1.225 billion of debt to the balance sheet and temporarily weaken credit metrics. As a result, adjusted Debt/EBITDA, including Moody's standard adjustments, will increase to approximately 4.5x on a pro forma basis from 3.2x for the LTM period ending March 31, 2022. Moody's expects that Avient will be focused on reducing debt after the acquisition and should be able to return metrics to levels that will fully support the rating over the next 12-18 months. Avient has demonstrated a very good track record of integrating past acquisitions and deleveraging following M&A transactions, including the recent purchase of Clariant Masterbatch in December 2019, which also added a significant amount of debt to the balance sheet. Avient has introduced a net leverage target of 2.2x by 2024. As part of its deleveraging strategy, the company is exploring the sale of its Distribution business and intends to apply after-tax proceeds from the divestiture towards repayment of the $600 million 5.25% senior notes due 2023 and a portion of the new senior secured term loan. Nonetheless, Moody's believes the strategic rationale for the acquisition will strengthen the company's business profile as once the divestiture of the Distribution business is completed, Avient will be transformed into a pure specialty solutions provider. Dyneema is an ultra-high molecular weight polyethylene (UHMWPE) fiber that is much stronger than steel, yet very light and has a number of applications including personal protection for the military and law enforcement, marine and infrastructure, and consumer products such as apparel and footwear. The addition of Dyneema will complement Avient's existing composites and fiber business, which is expected to see EBITDA grow from $49 million to $180 million in 2022. Dyneema enjoys EBITDA margins in excess of 30%, which should be accretive to EBITDA margins for the composites business. Avient's Ba2 CFR incorporates the company's enhanced scale, geographic reach and improved business profile following the portfolio repositioning with the sale of its Performance Products and Solutions (PP&S) segment and the subsequent acquisitions of Clariant Masterbatch and Dyneema. Avient has significantly reduced exposure to highly cyclical end markets such as building and construction and substantially expanded its presence in higher growth, less economically sensitive markets such as packaging, healthcare and consumer with pro forma EBITDA entirely generated from specialty formulations. The credit profile is further supported by the company's good liquidity, solid free cash flow generation and strong financial performance despite challenges from higher raw material prices and logistics. The company's rating is constrained by an acquisitive financial policy that has caused leverage and credit metrics to exceed Moody's threshold for the rating. Although the acquisition of Dyneema and sale of Distribution will significantly reduce the company's exposure to more cyclical end markets, Avient will still have a fairly meaningful concentration to the building and construction, transportation and industrial end markets. Avient has good liquidity with cash of $563 million as well as $464 million of availability under its revolving credit facility as of March 31, 2022. Moody's expects the company to generate free cash flow of $125 million in 2022 and maintain a minimum of $800 million in liquidity over the next 12 months. The stable outlook reflects Moody's expectations that the company will execute on deleveraging, and that adjusted financial leverage (Debt/EBITDA) returns towards 3.5x within 24 months from the close of the transaction. Moody's also expects Avient to continue generating solid free cash flow and maintain good liquidity, including balance sheet cash and revolving credit availability, to support operations. The stable outlook further assumes that the Dyneema acquisition is successfully integrated. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade is unlikely at this time given the increase in leverage for the acquisition. Moody's could upgrade the rating if financial leverage is maintained below 3.0x and retained cash flow-to-debt (RCF/Debt) is sustained above 20%. An upgrade would also require a commitment to more conservative financial policies. Moody's would likely downgrade the rating with expectations for adjusted financial leverage to remain above 4.0x, retained cash flow-to-debt (RCF/Debt) sustained below 15%, or another debt-funded acquisition before restoring the credit metrics. The rating could also be lowered if the company fails to sell the Distribution business and apply the proceeds towards the March 2023 bond maturity. ESG CONSIDERATIONS Moody's considers environmental, social and governance in the company's credit assessment. Avient is exposed to very high environmental risks and high social risks typical for a chemical company. Environmental liabilities based on probable future expenditures are ample relative to the company's size and totaled $124.5 million as of December 31, 2021; however, it may also recover some of the cost from insurers or third parties in some instances. Moody's doesn't view the amount of the liabilities as currently impacting the rating due to their long tail nature. Changes in regulation, estimates or new developments could result in additional costs, which may adversely impact the credit rating. Avient maintains a sound corporate sustainability program and many of its products have social and environmental benefits such as light-weighting, reducing packaging waste and improving recyclability. Governance risk is commensurate with the industry. Avient is a publicly traded company, with a majority of independent board of directors and SEC financial reporting requirements. The principal methodology used in these ratings was Chemicals published in June 2022. Avient Corporation, headquartered in Avon Lake, Ohio, is a global provider of customized polymers and services. Avient develops performance enhancing additives, as well as liquid, fluoropolymer, and silicone colorants. The company operates in three business segments: 1) Color Additives & Inks 2) Specialty Engineered Materials and 3) Distribution. Avient participates in a diverse number of end markets including transportation, industrial, healthcare, consumer and building & construction. Avient reported revenue of $4.95 billion for the last twelve months March 31, 2022. AVIENT CORP: S&P Rates New 500MM Senior Secured Term Loan 'BB+' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to Avient Corp.'s proposed $500 million senior secured term loan. The '2' recovery rating indicates its expectation for very high (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. S&P also assigned its 'BB-' issue-level rating to the company's proposed $725 million senior unsecured notes. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. Concurrently, S&P affirmed its issue-level ratings on the company's existing debt. The company will use debt proceeds, along with cash on hand, to fund the acquisition of Koninklijke DSM N.V.'s protective materials business (Dyneema). Issue Ratings - Recovery Analysis Key analytical factors -- S&P values the company on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA. The 5.5x multiple is consistent with similarly rated specialty chemical peers, such as Element Solutions Inc. and Minerals Technologies Inc. -- S&P's simulated default scenario assumes that the company's operating performance significantly deteriorates in the wake of a protracted economic downturn, leading to a sustained decline in the end-market demand for its products. Given this scenario, Avient's EBITDA margins would shrink and decline to levels that are incompatible with meeting its fixed-charge obligations (including interest expense, scheduled debt amortization, and maintenance capital expenditures). -- In S&P's base-case scenario, it assumes the company's distribution segment is sold and the company's March 2023 notes repaid using divestiture proceeds. S&P bases these key assumptions on public statements by the company regarding an in progress sale of the distribution segment and plans to utilize the proceeds to de-lever, including paying off its 2023 notes. -- S&P's recovery analysis includes the Dyneema business. Simulated default assumptions -- Year of default: 2027 -- EBITDA at emergence: $240 million -- EBITDA multiple: 5.5x Simplified waterfall -- Gross recovery value: $1,318 million -- Net recovery value (after 5% administrative costs): $1,252 million -- Valuation split (obligors/nonobligors): 57%/43% -- Priority claims: $275 million -- Collateral available to secured creditors: $821 million -- Secured first-lien debt: $1,092 million —Recovery expectations: 70%-90%; 75% rounded estimate -- Total value available to unsecured claims: $188 million -- Senior unsecured debt and pari passu claims: $1,720 million —Recovery expectations: 10%-30%; 10% rounded estimate Note: All debt amounts at default include six months' accrued prepetition interest. Collateral value equals asset pledges from obligors less priority claims plus equity pledges from nonobligors after nonobligor debt. AVINGER INC: N. Subainati Appointed as Principal Financial Officer ------------------------------------------------------------------ The board of directors of Avinger, Inc. appointed Nabeel Subainati, who currently serves as the Company's vice president, corporate controller, as the Company's principal financial officer and principal accounting officer, effective immediately. Mr. Subainati, age 39, has served as the Company's vice president, corporate controller, since January 2020. Prior to joining the Company, Mr. Subainati served as controller at Crossbar, Inc., a semiconductor memory technology provider from July 2018 until joining the Company. Mr. Subainati has previously served as corporate controller of Sigma Designs, Inc., a Nasdaq-listed integrated system-on-chip solutions provider for home and industrial applications, from May 2014 to June 2018, which was acquired by Silicon Labs, Inc. Earlier in his career Mr. Subainati worked at Ernest & Young and Deloitte. He received a B.S. in business administration with an accounting major from Santa Clara University. He earned and currently holds an active CPA designation. Mr. Subainati previously entered into a change in control agreement with the Company, pursuant to which the Company agreed that if, within the 18 month period following a "change of control," the Company terminates Mr. Subainati's employment other than for "cause" or death or disability, or if the employee resigns for "good reason" (as such terms are defined in the employee's employment agreement) and, within 60 days following the employee's termination, the employee executes an irrevocable separation agreement and release of claims, the employee is entitled to receive (i) continuing payments of severance pay at a rate equal to the employee's base salary and target bonus, as then in effect, for six months from the date of termination, (ii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to "COBRA" for the employee and the employee's dependents for up to six months, (iii) accelerated vesting as to 100% of the employee's outstanding unvested stock options and/or restricted stock, and (iv) the extension of the post-termination exercise period of any options held by the employee for a period of 1 year. Additionally, if the Company experiences a change in control, 50% of Mr. Subainati's outstanding unvested stock options and/or restricted stock will vest. In addition, the Company entered into the Company's standard form of indemnification agreement with Mr. Subainati. About Avinger Headquartered in Redwood City, California, Avinger, Inc. -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). Avinger reported a net loss applicable to common stockholders of 21.59 million for the year ended Dec. 31, 2021, a net loss applicable to common stockholders of $22.87 million for the year ended Dec. 31, 2020, a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, and a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $31.61 million in total assets, $21.38 million in total liabilities, and $10.23 million in total stockholders' equity. BCQK LLC: Taps Wadsworth as Bankruptcy Counsel ---------------------------------------------- BCQK, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C. to serve as legal counsel in its Chapter 11 case. The firm will be paid at these rates: Attorneys $300 to $450 per hour Paralegals $125 per hour The firm will also be reimbursed for its out-of-pocket expenses. The retainer fee is $11,738. Aaron Conrardy, Esq., a partner at Wadsworth, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Aaron J. Conrardy, Esq. David V. Wadsworth, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 Email: aconrardy@wgwc-law.com dwadsworth@wgwc-law.com About BCQK LLC BCQK, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 22-12422) on July 6, 2022, disclosing as much as $1 million in both assets and liabilities. Judge Elizabeth E. Brown oversees the case. The Debtor is represented by Wadsworth Garber Warner Conrardy, P.C. BIONIK LABORATORIES: Terminates Chief Commercial Officer -------------------------------------------------------- Loren Wass, Bionik Laboratories Corp.'s chief commercial officer, was terminated other than for cause from all employment and officer positions with the Company and its subsidiaries. With respect to Mr. Wass' termination of employment, on July 18, 2022, Mr. Wass entered a Severance Agreement and Release of All Claims with the Company, pursuant to which, among other things, the Company agreed to pay an amount equal to two months' base salary, or $41,666.68, plus accrued unused vacation, if any, and Mr. Wass agreed to release all claims against the Company. About BIONIK Laboratories Bionik Laboratories Corp. -- http://www.BIONIKlabs.com-- is a robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges from hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other mobility-impaired patients, including three products on the market and three products in varying stages of development. Bionik reported a net loss and comprehensive loss of $10.41 million for the year ended March 31, 2022, compared to a net loss and comprehensive loss of $13.62 million for the year ended March 31, 2021. As of March 31, 2022, the Company had $4.68 million in total assets, $1.75 million in total liabilities, and $2.93 million in total stockholders' equity. Toronto, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 9, 2022, citing that the Company has experienced losses and has a working capital deficiency and an accumulated deficit. These conditions, along with other matters, raise substantial doubt about Company's ability to continue as a going concern. BLACK DIAMOND: Case Summary & Six Unsecured Creditors ----------------------------------------------------- Debtor: Black Diamond Energy of Delaware, Inc. 200 Brush Run Rd. Greensburg, PA 15601 Chapter 11 Petition Date: July 26, 2022 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 22-21448 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: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Eric Koval as president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZHSBKHI/Black_Diamond_Energy_of_Delaware__pawbke-22-21448__0001.0.pdf?mcid=tGE4TAMA BLACK NEWS CHANNEL: Court Okays $11-Mil. Sale to Byron Allen ------------------------------------------------------------ Mark Basch of the Jacksonville Daily Record after Jacksonville Jaguars owner Shad Khan invested more than $76 million into the network, a U.S. Bankruptcy judge approved the sale of the Black News Channel on July 20 to media mogul Byron Allen for $11 million. Khan is the majority investor in the news channel, which launched in February 2020 but filed for Chapter 11 reorganization in March 2022 in U.S. Bankruptcy Court for the Northern District of Florida, Tallahassee Division. Black News Channel LLC is headquartered in Tallahassee. Court documents show an affiliate of Khan called Beatnik Investments LLC directly invested more than $76 million into the company starting in 2018. Khan also extended a personal guarantee to the network for a $7 million credit facility. Allen Media Group said in a news release announcing the court approval that Khan invested more than $100 million into Black News Channel. Allen Media's business includes The Weather Channel and 11 other television networks, and 27 individual broadcast television stations. "We are excited to have been selected to acquire the Black News Channel, which has approximately 300 million linear and digital subscribers," CEO Byron Allen said in the news release. "Allen Media Group will deliver a best-in-class network to serve the underserved African-American community and the advertisers who want to reach this extremely valuable audience," he said. Court documents show the Black News Channel had operating revenue of $7.8 million in 2021 but expenses of $42.7 million, resulting in large operating losses. After unsuccessful efforts to find additional investors, liquidity became tight for the network in March, which forced the company to seek Chapter 11 protection. Unable to meet payroll, the company had to lay off 233 of its 250 employees March 25 before filing for Chapter 11 on March 28. Jacksonville attorneys Richard Thames and Bradley Markey, representing Black News Channel, filed a motion April 26, 2022 to put the company up for sale. U.S. Bankruptcy Judge Karen Specie signed an order July 20 approving the sale agreement with Allen Media. About Black News Channel Black News Channel, LLC is a news network and the only provider of 24/7 multi-platform programming dedicated to covering the unique perspectives, challenges and successes of Black and Brown communities. Black News Channel sought Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 22-40087) on March 28, 2022. In the petition signed by Maureen Brown, vice president of finance, Black News Channel listed estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. Judge Karen K. Specie oversees the case. Richard R. Thames, Esq., at Thames Markey, P.A., is the Debtor's legal counsel. On April 12, 2022, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors. The committee tapped Norton Rose Fulbright US, LLP and the law firm of Michael H. Moody Law, PA as its legal counsel. BLACKSTONE OILFIELD: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Blackstone Oilfield Services, LLC a New Mexico Corporation 525 N. 1st Street #77 Bloomfield, NM 87413 Business Description: The Debtor provides support activities for mining. Chapter 11 Petition Date: July 26, 2022 Court: United States Bankruptcy Court District of New Mexico Case No.: 22-10605 Judge: Hon. David T. Thuma Debtor's Counsel: Joseph Yar, Esq. VELARDE & YAR PO Box 11055 Albuquerque, NM 87192 Tel: 505-248-1828 Email: joseph@yarlawoffice.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Myron Dee as managing member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UIOCJ3Q/Blackstone_Oilfield_ServicesLLC__nmbke-22-10605__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UBL3ZVI/Blackstone_Oilfield_ServicesLLC__nmbke-22-10605__0001.0.pdf?mcid=tGE4TAMA BLUE JAY COMMUNICATIONS: Wins Cash Collateral Access Thru Sept 30 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Western Division, authorized Blue Jay Communications, Inc. to use cash collateral on an interim basis in accordance with an Agreed Fifth Amended Order with Huntington National Bank. The Court said the terms of the Fourth Amended Interim Order are fully incorporated and is only amended as follows: The Debtor will pay a minimum or $35,000 per month to the Objectors on a pro rata basis as agreed between the Objectors as follows: Fox Capital Group, Inc.: $2,170; Spin Capital, LLC: $6,195; BMF Advance, LLC: $8,925; and IBEX Funding Group, LLC: $17,710. This amount shall be payable on or before the 15th day of each month commencing May, 2022 (or, if the 15th is not a business day, on the immediately succeeding business day). The payments in the amount of $35,000 will continue until the Debtor has caught up on the arrears owed to the Objectors, then the minimum monthly amount shall be reduced to $25,000.00 per month allocated as follows: Fox Capital Group, Inc.: $1,550; Spin Capital, LLC: $4,425; BMF Advance, LLC: $6,375; and IBEX Funding Group, LLC: $12,650. For clarity, the Debtor's arrearages through April, 2022 are as follows: Fox Capital Group, Inc.: $4,650 ($9,300 less $4,650 in applied payments); Spin Capital, LLC: $26,550 (no payments made); BMF Advance, LLC: $38,250 (no payments made); and IBEX Funding Group, LLC: $63,400 ($75,900 less $12,500 in applied payments). [Of each payment of $35,000, $10,000 will be designated towards the respective arrearages. If the Debtor catches up on the arrearages owed to one Objector before the other Objectors, the $10,000 arrearage payment will be reallocated accordingly. The payment amounts may be modified only through confirmation of a consensual plan of reorganization.] Upon the occurrence of any of the Events of Default, the Lien Holders will provide the Debtor, its counsel, counsel to HNB, the Subchapter V Trustee, and the United States Trustee with written notice thereof. The Debtor will have 21 days from the date of service of a Default Notice by any of the Lien Holders within which either to cure any Event of Default for which the Cure Period is applicable or file a motion with the Court requesting an emergency hearing to determine whether such Event of Default has occurred and, if applicable, has not been cured. This notice and cure period will not apply until after the Debtor has made three on-time payments of the amounts required. Until such time, an Event of Default will have immediate effect upon delivery of a Default Notice with no cure period. These events constitute an "Event of Default": a. The Debtor's failure to comply with each and every term and provision of the Order including failure to make required payments to HNB and the Objectors without HNB or the Objectors written consent to any delay in their respective payment(s); b. The cessation of business operations by the Debtor; c. The failure to maintain insurance on any Collateral; d. The Debtor's use of the cash collateral to pay any obligation other than those specified in the Order or in the Approved Budget, or the Debtor's use of the cash collateral to pay any obligation in excess of the applicable amount specified in this Order or in the Approved Budget; e. The Debtor will provide to its financial advisor Newpoint Advisors Corporation a list of proposed disbursements by each Tuesday at 5 pm ET and prior to releasing any payments. Newpoint shall respond to the Debtor, in writing, with its list of recommended disbursements from said list. The Debtor will have the final authority to make payments. Newpoint will notify the Lien Holder's counsel and the Subchapter V Trustee if it believes that the Debtor failed to adhere to any written recommendation from Newpoint regarding the payment of a material expense transaction. The Debtor may challenge the recommendation. If the Lien Holders do not agree with the Debtor, the Debtor may seek a determination from the Court that such expense was reasonable and/or appropriately made. If the expense is deemed by the Court to be unreasonable it will be an event of default upon which Newpoint will tender to the Debtor its resignation and petition the Court to withdraw from the case; f. The entry of an order dismissing this bankruptcy case, converting the bankruptcy case to a case under chapter 7 of the Bankruptcy Code, or terminating the authority of the Debtor to conduct or operate its business (no Cure Period shall apply to this Event of Default); g. The Debtor materially violates any other court order, any rules or guidelines promulgated by the United States Trustee; h. Any sale of the Post-Petition Collateral (other than in the ordinary course of business) is approved without the consent of the Lien Holders or an order of the Court; i. The Debtor's failure to provide for the timely filing monthly Forms 941 and timely payment of the corresponding post-petition tax liabilities; or j. The Debtor's failure to timely meet any allowed post-petition tax obligations, make payments or deposits; and, m. Upon the occurrence of an Event of Default and the expiration of any applicable Cure Period, then upon Motion of any Party in Interest the Court may order that the Subchapter V Trustee perform the duties specified in section 704(a)(8) and paragraphs (1), (2), and (6) of section 1106(a) of this title, including operating the business of the Debtor as provided pursuant to 11 U.S.C. section 1183(b)(5). Alternatively, the U.S. Trustee may seek the appointment of a different trustee or such other relief as it may deem appropriate and nothing in the Order will impact or otherwise impair the United States Trustee from exercising its statutory obligation under 11 U.S.C. section 1104. If the Trustee Order is entered or a trustee is appointed, then if consistent with such trustee's fiduciary duties, the trustee may file a Motion to approve procedures to sell or auction all the Collateral pursuant to 11 U.S.C. Section 363 within six months from the Date of the Event of Default. The Sale Motion should provide for a final Closing of the sale or Auction date to occur within 8 months after the Event of Default. If a Trustee Order is not entered and no trustee is appointed, the Debtor must file the Sale Motion within 45 days after the expiration of the applicable Cure Period (or, if no Cure Period, 45 days after the Event of Default). If the Debtor fails to timely (i) file the Sale Motion, (ii) use its best efforts to market the Collateral, (iii) sell or auction the Collateral as described above, or (iv) otherwise comply with the terms of any Court Order entered in response to the Sale Motion, then the Debtors' right to use cash collateral will immediately terminate and the Lien Holders will have the right, free of the restrictions of Bankruptcy Code section 362, to take immediate reasonable action to protect and preserve the Collateral. Further upon Motion of any Party in interest, the Court may Order that this Bankruptcy Case be dismissed. If the Trustee Order is entered or a trustee is appointed, and the Sale Motion is not filed within 30 days of the order or appointment, any of the Lien Holders may request termination of the use of cash Collateral or any other appropriate relief; n. The provisions of the Order and any actions taken pursuant thereto will survive entry of any order which may be entered converting Debtor's chapter 11 cases to chapter 7 cases or any order which may be entered confirming or consummating any chapter 11 plan, provided, further, that the terms and provisions of this Order, as well as the liens, mortgages and security interests granted thereunder, will continue in these cases or any successor cases and such liens, mortgages and security interests shall maintain their priority as provided by the Order and as they exist under nonbankruptcy law until the Debtors' obligations to the Lien Holders are satisfied in full; o. Nothing in the Order will be deemed to waive any rights of the Debtor or the bankruptcy estate under section 506(c) of the Bankruptcy Code; and p. The Debtors' authority to use cash collateral pursuant to the Order will remain in effect until September 30, 2022 or confirmation of a plan whichever is earlier. The order will terminate upon confirmation of a plan. A further hearing on the matter is scheduled for September 22 at 10:30 a.m. A copy of the order is available at https://bit.ly/3BetaVm from PacerMonitor.com. 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 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. BRAZIL MINERALS: Inks Exchange Agreement With Warberg IX, Warberg X ------------------------------------------------------------------- Brazil Minerals, Inc. entered into an exchange agreement with Warberg WF IX, LP and Warberg WF X, LP under which: a) Warberg IX elected to forgo cashless exercise and instead exercised on a cash basis part of its warrant agreement entered into on Dec. 21, 2021, purchasing 20,000,000 shares of the common stock of the Company for $200,000; b) Warberg X elected to forgo cashless exercise and instead exercised on a cash basis the entirety of its warrant agreement originally entered into on May 3, 2021, purchasing 26,100,000 shares of the common stock of the Company for $150,075; c) Warberg X elected to forgo cashless exercise and instead exercised on a cash basis the entirety of its warrant agreement originally entered into on June 21, 2021, purchasing 8,695,652 shares of the common stock of the Company for $50,000; d) the Company issued to Warberg IX a new warrant agreement giving such entity the right to purchase up to 20,000,000 shares of the common stock of the Company for three years at a price of $0.012 per share; and e) the Company issued to Warberg X a new warrant agreement giving such entity the right to purchase up to 34,795,652 shares of the common stock of the Company for three years at a price of $0.012 per share. The Company believes that this Exchange Agreement was in its best interest as it completely eliminated the last collection of lower priced warrants from its capital structure while at the same time secured it an additional cash infusion. About Brazil Minerals Brazil Minerals, Inc., together with its subsidiaries, is a mineral exploration company currently primarily focused on the development of its two 100%-owned hard-rock lithium projects. Its initial goal is to be able to enter commercial production of spodumene concentrate, a lithium bearing commodity. Visit http://www.brazil-minerals.comfor more information. Brazil Minerals reported a net loss of $4.03 million for the year ended Dec. 31, 2021, a net loss of $1.55 million for the year ended Dec. 31, 2020, a net loss of $2.08 million for the year ended Dec. 31, 2019, and a net loss of $1.85 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $1.86 million in total assets, $1.05 million in total liabilities, and $807,664 in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. BRAZOS SANDY CREEK: Court OKs Sept. 12 Auction for Assets ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas issued an order approving the bidding and sale procedures for the sale of all or substantially all of the assets of Brazos Sandy Creek Electric Cooperative Inc. ("Debtor") filed by Janet S. Northrup, the Chapter 7 Trustee for the Debtor's bankruptcy estate. Objections to the sale, if any, must be filed no later than 5:00 p.m. (prevailing Central Time) on Sept. 23, 2022. An auction for the assets has been scheduled for Sept. 12, 2022, at 10:00 a.m. (prevailing Central Time), and will be conducted at the offices of Hughes Watters Askanase LLP. A sale hearing will be held before the Hon. David R. Jones at the Court on Oct. 4, 2022, at 2:30 p.m. (prevailing Central Time). Any parties interested in submitting a bid for the Debtor's assets must contact the Trustee's advisor, RPA Asset Management Services LLC. About Brazos Sandy Creek Cooperative Brazos Sandy Creek Cooperative is a subsidiary of Texas' biggest electric cooperative, Brazos Electric Cooperative. Brazos Sandy Creek Cooperative sought Chapter 7 bankruptcy protection (Bankr. S.D. Tex. Case No. 22-30682) on March 18, 2022 after its parent company's decision to reject a power purchase agreement with the coal-fired Sandy Creek Energy Station. In its petition, Brazos Sandry Creek listed estimated assets and liabilities between $100 million and $500 million each. The case is assigned to Judge David Jones in the U.S. Bankruptcy Court in Houston, who has been handling the parent company's chapter 11 filing. David S Gragg, of Langley & Banack Inc, is the Debtor's counsel. Janet S Casciato-Northrup is the court appointed Trustee. CALAMP CORP: B. Riley Asset, Wes Cummins Acquire 6.17% Equity Stake ------------------------------------------------------------------- B. Riley Asset Management, LLC and Wes Cummins disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of July 12, 2022, they beneficially own 2,229,159 shares of common stock of CalAmp Corporation, representing 6.17 percent of the shares outstanding. The percentage was calculated based upon 36,157,466 Shares outstanding as of June 21, 2022, as reported in the Issuer's Quarterly Report for the quarterly period ended May 31, 2022 filed on Form 10-Q with the SEC on June 23, 2022. The principal business of: (i) BRAM is to invest in securities and (ii) Mr. Cummins is to serve as the president of BRAM. The Reporting Persons used a total of approximately $11,636,628, including brokerage commissions, in the aggregate to acquire the 2,229,159 Shares as beneficially owned by them. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/730255/000090266422003682/p22-1872sc13d.htm 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. CANOPY GROWTH: Agrees to Exchange C$262.6M Notes for Cash, Equity ----------------------------------------------------------------- On or about June 29, 2022, Canopy Growth Corporation entered into separate, privately negotiated exchange agreements with a limited number of holders of its 4.25% convertible senior notes due 2023 to exchange approximately C$262.6 million principal amount of Notes for consideration consisting of an aggregate of approximately C$5.4 million in cash and a number of the Company's common shares to be determined over a ten consecutive trading day period beginning on, and including, June 30, 2022. On or about June 30, 2022, an aggregate of 35,662,420 common shares were issued in the Exchanges. On or about July 18, 2022, an aggregate of 41,141,992 additional common shares were issued in the Exchanges. About Canopy Growth Canopy Growth Corporation is a cannabis consumer packaged goods company which produces, distributes, and sells a diverse range of cannabis, hemp, and CPG products. Cannabis products are principally sold for recreational and medical purposes under a portfolio of distinct brands in Canada pursuant to the Cannabis Act, SC 2018, c 16, and globally pursuant to applicable international and Canadian legislation, regulations, and permits. Canopy Growth is also active in the cannabis accessory, hemp-derived CBD, skin care and wellness, and sports performance beverage categories. Its core operations are in Canada, the United States, and Germany. Canopy Growth reported a net loss of C$320.48 million for the year ended March 31, 2022, a net loss of C$1.67 billion for the year ended March 31, 2021, and a net loss of C$1.38 billion for the year ended March 31, 2020. * * * As reported by the TCR on July 11, 2022, Fitch Ratings downgraded the Long-Term Issuer Default Ratings (IDR) for Canopy Growth Corporation (Canopy) and 11065220 Canada Inc. to 'C' from 'CCC'. The downgrade follows Canopy's announcement that it has entered into privately negotiated exchange agreements with a limited number of convertible noteholders including Constellation Brands, Inc. (Constellation) through its wholly-owned subsidiary to acquire approximately CAD263 million principal amount of the notes in exchange for Canopy common shares and approximately CAD3 million in cash. Fitch considers the transaction a distressed debt exchange (DDE) per Fitch's criteria given the repayment of debt for equity. S&P Global Ratings lowered its issuer credit rating on Smiths Falls, Ont.-based Canopy Growth Corp. (CGC) to 'SD' (selective default) from 'CCC'. CHARLES DEWEESE: Court OKs Deal on Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky, Bowling Green Division, entered an order approving the agreement to provide adequate protection and use cash collateral filed by Charles Deweese Construction, Inc. 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. As of the Petition Date, the Debtor owed Franklin Bank & Trust Company under multiple loan agreements and promissory notes, in the aggregate amount of $19,859,593. The Debtor's use of cash collateral is expressly conditioned upon the following: a. Except as otherwise provided therein or waived by FBT in its sole discretion, the cash collateral may be used by the Debtor solely to pay ordinary trade payables, payroll, insurance premiums, taxes, and utilities that are necessary to preserve and maintain the assets and operations of the Debtor of its business during the Interim Period; the Debtor will not use cash collateral for any other expenditures, such as the purchase of fixed or capital assets, or other expenses without prior written approval of FBT; and b. The Debtor will timely comply with all reasonable requests for information and/or access to information from FBT concerning the status of Debtor's business operations and condition of cash collateral. c. Prior to July 21, 2022, the Debtor will provide FBT with a proposed weekly operating budget for the period of July 18, 2022 through September 2, 2022. As adequate protection to FBT for (a) the imposition of the automatic stay, and (b) the Debtor's use of cash collateral, FBT is granted, in equal priority and scope and to the same extent as existed under applicable law prior to the Petition Date, replacement liens upon all of the post-petition property of the Debtor that is similar to FBT's pre-petition collateral, to secure the amount of the cash collateral actually used by the Debtor during the Interim Period; provided, however, that FBT will not have a lien or replacement lien on the receivables relating to the Bonded Contracts, and nothing in the Order will be deemed to impair the rights of USFIC or United Fire in the Bonded Contract Balances relating to either of USFIC's or United Fire's Bonded Contracts. The post-petition security interests, liens, and other rights granted to FBT will be and are deemed to be effective, valid, perfected, and enforceable as of the Petition Date. In the event that the adequate protection granted fails to adequately protect FBT's interests in the cash collateral, the Pre-Petition Collateral, and/or postpetition collateral, FBT is granted an allowed administrative expense which will have priority of the kind specified in Bankruptcy Code section 507(b) over any and all administrative expenses of the kind specified in Bankruptcy Code section 507(a)(1). FBT's consent to the Debtor's use of cash collateral and the Debtor's authorization to use the cash collateral will terminate prior to the expiration of the Interim Period, unless waived by FBT or immediately cured by the Debtor: a. upon five business days' written notice, if the Debtor breaches any term, condition, or covenant set forth in the Interim Order; or b. upon the entry of an order dismissing this bankruptcy case, appointing a trustee over the Debtor's bankruptcy estate, or converting the case to a case under any other chapter of the Bankruptcy Code. The Debtor will maintain adequate insurance on its assets including general liability coverage naming FBT as a lender loss payee. A copy of the order is available at https://bit.ly/3cJsVYo 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. CHRISTIAN CARE: Gets Court Clearance for $44 Mil. Chapter 11 Sale ----------------------------------------------------------------- Vince Sullivan of Law360 reports that Dallas-area nursing home operators Christian Care Centers Inc. received approval from a Texas bankruptcy judge Wednesday, July 20, 2022, for a $44.2 million Chapter 11 sale of its three facilities, which will be able to close quickly and enable the new owner to continue providing care for hundreds of residents. During a hearing, debtor attorney Buffey E. Klein of Husch Blackwell LLP told the U. S. Bankruptcy Court for the Northern District of Texas that a number of objections to the sale had either fully been resolved or adjourned to a later date, clearing the way for approval of the only qualified bid Christian Care Centers. About Christian Care Centers Christian Care Centers, Inc. (CCCI) was incorporated in 1947 as a nonprofit Texas corporation. Christian Care Centers Foundation, Inc. was incorporated in 1994 also as a nonprofit Texas corporation. CCCI, a faith-based organization, operates three senior living housing and health care campuses in the Dallas/Fort Worth Metroplex. In addition, CCCI owns unimproved real property in Dallas County and Tarrant County, adjacent to the Mesquite and Fort Worth communities. The Foundation is a supporting organization that serves as an endowment organization for CCCI. CCCI and Christian Care Centers Foundation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 22-80000) on May 23, 2022. In the petitions signed by Mark Shapiro, chief restructuring officer, the Debtors disclosed up to $100 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the cases. The Debtors tapped Husch Blackwell, LLP as counsel; Glassratner Advisory & Capital, LLC as restructuring advisor; and Houlihan Lokey Capital, Inc. as investment banker. Epiq Corporate Restructuring, LLC is the claims, noticing, and solicitation agent. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 3, 2022. CLASSIC REFRIGERATION: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------------- Classic Refrigeration SoCal Inc. asks the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, for authority to use cash collateral in accordance with the budget, with a 20% variance and provide adequate protection, for the period of July 25, 2022 through September 23, 2022. The Debtor requires the immediate use of cash on hand and other income generated from its commercial activities in order to maintain day-to-day business operations and pay employees and vendors on a timely basis pending confirmation of a plan. On July 18, 2022, after a jury trial in district court, a judgment was entered for Hill Phoenix, Inc. against (a) the Debtor and Thomas David Lowe, one of the company's officers and 25% owner of the company's voting stock, on a claim under the California Uniform Trade Secrets Act, and (b) Mr. Lowe and Mr. David Rogers, another one of the company's officers and 25% owner of the voting stock, on claims for breach of contract and fiduciary duty. The jury awarded Hill Phoenix zero damages against Mr. Rogers and Mr. Lowe, and $2.875 million against the Debtor. The day after the Debtor and Mr. Rogers appealed the judgment to the Ninth Circuit on July 20, 2022, Hill Phoenix obtained a writ of execution on the judgment against the Debtor. On that same day, July 20, 2022, Hill Phoenix recorded the judgment with the California Secretary of State. While the appeal is pending, Hill Phoenix is simultaneously seeking over $80,000 in costs against the Debtor and Mr. Rogers, and over $1 million in fees against Mr. Rogers. This bankruptcy was necessary in order to preserve the jobs of the Debtor's 93 employees and the value of the Debtor's business pending appeal. The cash collateral is subject to a duly perfected lien in favor of the U.S. Small Business Administration. On June 9, 2020, the SBA and the Debtor entered into the Loan Authorization Agreement. The salient terms of the Loan Agreement are: * Principal Loan Amount: $150,000 * $731 monthly payments to begin twelve months from June 9, 2020. * The balance of principal and interest will be payable 30 years from the date of the Note. * Interest: 3.75% per annum The Debtor's only other known secured creditors are (i) Toyota Industries Commercial Finance, Inc., which has a lien upon a fork lift, and not upon the Debtor's cash collateral; and (ii) Hill Phoenix, which has a purported lien upon the Debtor's personal property in the amount of $2.85 million, pursuant to the Judgment Lien filed with the California Secretary of State on July 20, 2022. The Judgment Lien is clearly avoidable and recoverable pursuant to sections 547 and 550 of the Bankruptcy Code. As adequate protection for the Debtor's use of cash collateral, the Debtor will grant to the SBA a replacement lien against the Debtor's personal property assets and the proceeds thereof, to the same extent, priority and validity as the lien held by the SBA as of the Petition Date, and subject to the same defenses and avoidance actions as those applicable to the SBA's lien as of the Petition Date. Any diminution in the value of the SBA's collateral pursuant to the subject SBA loan over the life of the bankruptcy case will entitle the SBA to a super-priority claim pursuant to 11 U.S.C. sections 503(b), 507(a)(2) and 507(b). The Debtor proposes to make monthly adequate protection payments to the SBA in the amount of $731. The Debtor does not propose to grant any adequate protection to judgment creditor, Hill Phoenix, which filed a Notice of Judgment Lien with the California Secretary of State on July 20, 2022. The Debtor believes the Judgment Lien is clearly avoidable and recoverable pursuant to sections 547 and 550 of the Bankruptcy Code. A copy of the motion is available at https://bit.ly/3OzOkAm from PacerMonitor.com. About Classic Refrigeration SoCal Inc. Classic Refrigeration SoCal Inc. is in the business of designing, instructing, equipping, servicing and maintaining large cold storage units throughout Southern California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-11239) on July 25, 2022. In the petition signed by David Rogers, chief financial officer, the Debtor disclosed $6,000,000 in total assets and $7,000,000 in total liabilities. Judge Theodor Albert oversees the case. Jeffrey K. Garfinkle, Esq., and Carolyn Djang, Esq., at Buchalter, a Professional Corporation, is the Debtor's counsel. CLEARDAY INC: To Get Additional $400K in Financings --------------------------------------------------- Clearday, Inc. entered into factoring facilities to obtain additional financings in the aggregate amount of approximately $400,000 prior to the payment of fees and expenses, including placement fees. The net proceeds from these financings were used to repay in full an existing factoring facility in the amount of $137,500 (after giving effect to a discount by the factor) and the remaining amount of approximately $262,500 will be used for general working capital including funding of our innovative services such as robotic services and expansion of additional services to be provided in Clearday's residential care communities. MCA Westover A subsidiary of Clearday, MCA Westover Hills Operating Company, entered into a Future Receivables Sale and Purchase Agreement with an institutional financing party to sell $127,700 of future sales of MCA Westover for a purchase price of $85,000. Under the Westover Agreement, MCA Westover sold to the Purchaser a specified percentage of its future receipts (as defined by the Westover Agreement), which include the future resident revenues in the residential care facility. MCA Westover paid origination and other fees, which resulted in a net aggregate amount of approximately $81,300. The Westover Agreement provides Purchaser specified customary collection procedures for the collection and remittance of the weekly payable amount including direct payments from a specified authorized bank account of approximately $3,771.90 or a daily amount of $754.38 if daily repayment is required by the Purchaser. The Westover Agreement expressly provides that the sale of the future receipts shall be construed and treated for all purposes as a true and complete sale of receivables at a discount, and not a loan; that the title to the sold future sales is transferred to Purchaser under such agreement free and clear of all liens; and includes customary remedies that may be exercised by the Purchaser upon a breach or default, including payment of attorney fees and costs of collection. The Westover Agreement also provides customary provisions regarding, among other matters, representations, warranties and covenants, further assurances, indemnification, arbitration, governing law and venue as well as a customary anti-stacking provision. The Westover Agreement also provides for the grant by MCA Westover of a security interest in the future receivables and other related collateral under the Uniform Commercial Code in accounts and proceeds in the event that the future receipts are "accounts" or "payment intangibles" under the Uniform Commercial Code. James Walesa, the Company's chairman and chief executive officer signed a separate Guaranty of Performance to Purchaser that provides his irrevocable, absolute, and unconditional personal guaranty of all of the obligations under the Westover Agreement to the Purchaser. Such guaranty provides customary provisions, including representations, warranties and covenants. An affiliate of MCA Westover that is not engaged in our core business also guaranteed this facility. MCA Westover also entered into a to a Revenue Purchase Agreement with an institutional financing party to sell $303,750 of future sales of MCA Westover for a purchase price of $225,000. Under the Westover Agreement 2, MCA Westover sold to Funder a specified percentage of its future receipts (as defined by the Westover Agreement 2), which include the future resident revenues in the residential care facility. MCA Westover paid origination and other fees, which resulted in a net aggregate amount of approximately $218,175, $137,500 of which was used to pay an existing factoring facility in full, after a discount that was provided by the Funder. The Westover Agreement 2 provides Funder specified customary collection procedures for the collection and remittance of the weekly payable amount including direct payments from a specified authorized bank account of approximately $8,999 an increase of approximately $2,000 over the $6,999 that was payable under the existing factoring agreement that was paid in full. The Westover Agreement 2 expressly provides that the sale of the future receipts shall be construed and treated for all purposes as a true and complete sale of receivables at a discount, and not a loan; that the title to the sold future sales is transferred to Funder under such agreement free and clear of all liens; and includes customary remedies that may be exercised by Funder upon a breach or default, including payment of attorney fees and costs of collection and an amount that is equal to 30% of the then outstanding obligations under the Westover Agreement 2. The Westover Agreement 2 also provides customary provisions regarding, among other matters, representations, warranties and covenants, further assurances, indemnification, arbitration, governing law and venue. The Westover Agreement 2 also provides for the grant by MCA Westover of a security interest in the future receivables and other related collateral under the Uniform Commercial Code in accounts and proceeds in the event that the future receipts are "accounts" or "payment intangibles" under the Uniform Commercial Code. James Walesa, the Company's chairman and chief executive officer signed a separate Guaranty of Performance to Funder that provides his irrevocable, absolute, and unconditional personal guaranty of all of the obligations under the Westover Agreement 2 to Funder. Such guaranty provides customary provisions, including representations, warranties and covenants. MCA Naples A subsidiary of Clearday, MCA Naples Operating Company LLC, entered into a Revenue Purchase Agreement with an institutional financing party to sell $134,100 of future sales of MCA Naples for a purchase price of $90,000. Under the Naples Agreement, MCA Naples sold to Naples Purchaser a specified percentage of its future receipts (as defined by the Naples Agreement), which include the future resident revenues in the residential care facility. MCA Naples paid origination and other fees, which resulted in a net aggregate amount of $81,000. The Naples Agreement provides Naples Purchaser specified customary collection procedures for the collection and remittance of the daily payable amount including direct payments from a specified authorized bank account of approximately $1,490. The Naples Agreement expressly provides that the sale of the future receipts shall be construed and treated for all purposes as a true and complete sale of receivables at a discount, and not a loan; that the title to the sold future sales is transferred to Naples Purchaser under such agreement free and clear of all liens; and includes customary remedies that may be exercised by Naples Purchaser upon a breach or default, including payment of attorney fees and costs of collection in an amount that is equal to 33% of the then outstanding obligations under the Naples Agreement. The Naples Agreement also provides customary provisions regarding, among other matters, representations, warranties and covenants, further assurances, indemnification, arbitration, governing law and venue. MCA Naples also signed a Security Agreement and Guaranty of Performance to Naples Purchaser that provides for the grant by MCA Naples of the accounts, proceeds and other collateral stated therein under the Uniform Commercial Code. Affiliates of MCA Naples also guaranteed the obligations under the Naples Agreement. An officer of the Company signed a separate Guaranty of Performance to Naples Purchaser that provides her irrevocable, absolute, and unconditional personal guaranty of all of the obligations under the Naples Agreement to Naples Purchaser. Such guaranty provides customary provisions, including representations, warranties and covenants. About Clearday Clearday, Inc. (fka Superconductor Technologies, Inc.) is an innovative non-acute longevity health care services company with a modern, hopeful vision for making high quality care options more accessible, affordable, and empowering for older Americans and those who love and care for them. Clearday has decade-longexperience in non-acute longevity care through its subsidiary Memory Care America, which operates highly rated residential memory care communities in four U.S. states. Clearday at Home -- its digital service -- brings Clearday to the intersection oftelehealth, Software-as-a-Service (SaaS), and subscription-based content. Clearday reported a net loss of $19.51 million for the year ended Dec. 31, 2021, compared to a net loss of $13.78 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $46.14 million in total assets, $69.55 million in total liabilities, $18.48 million in temporary equity, and a total deficit of $41.89 million. Dallas, Texas-based Turner, Stone & Company, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has suffered recurring losses from operations and has insufficient working capital to fund future operations both of which raise substantial doubt about its ability to continue as a going concern. CLH INVESTMENT: Gets OK to Hire Rountree as Legal Counsel --------------------------------------------------------- CLH Investment Company, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rountree Leitman Klein & Geer, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. giving the Debtor legal advice with respect to its powers and duties in the management of its property; b. preparing legal papers; c. assisting in the examination of creditors' claims; d. preparing a disclosure statement and plan of reorganization for the Debtor, seeking confirmation of the plan, and assisting the Debtor in the implementation of the plan; and e. performing all other necessary legal services for the Debtor. Rountree will be paid at these rates: Attorneys $275 to $495 per hour Law Clerks $195 per hour Paralegals $150 to $195 per hour The firm will also be reimbursed for its out-of-pocket expenses. Will Geer, Esq., a partner at Rountree, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Will Geer, Esq. Rountree Leitman Klein & Geer, LLC 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (678) 587-8740 Email: wgeer@rlkglaw.com About CLH Investment Company CLH Investment Company, LLC, a company based in Norcross, Ga., filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 22-50032) on Jan. 3, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Ki Hong Han, managing member, signed the petition. Judge Wendy L. Hagenau oversees the case. The Debtor tapped Rountree Leitman Klein & Geer, LLC as legal counsel and HY2 Tax & Accounting, LLC as accountant. COSMOS HOLDINGS: Signs Deal to Acquire Cana Laboratories -------------------------------------------------------- Cosmos Holdings, Inc. has entered into a binding letter of intent to acquire Pharmaceutical Laboratories CANA S.A., a Greek pharmaceutical company that manufactures, sells, distributes, and markets original branded products researched and developed by leading global pharmaceutical and healthcare companies. Founded in 1928, Cana has manufactured and distributed a broad range of proprietary pharmaceutical and health related products. Furthermore, it has operated as a trusted partner of multinational pharmaceutical companies such as AstraZeneca, Janssen, Merck and Viatris as well as some of the largest Fast Moving Consumer Goods (FMCG) companies such as Nestle, Unilever and P&G. In the last decade, Cana Laboratories' activities also ventured into medical devices, representing major medical technology companies such as Medtronic, Stryker and others in the Greek market. Cana's 54,000 sq. ft owned production facility located in Athens, Greece, is licensed under European Good Manufacturing Practices (GMP) and certified by EMA to manufacture pharmaceuticals, food supplements, cosmetics, biocides and medical devices. It has a variety of production lines that can produce solids, orals, semi solids and liquids. The company is ISO 9001:2015 certified. Cana's diversified customer base includes public & private hospitals, pharmacies, supermarkets, wholesalers, etc. Furthermore, its proprietary product portfolio includes pharmaceuticals, dermocosmetics, antiseptics, and food supplements, as well as an infant care organic product line, Biobebe. Kosta Kanaroglou, CEO of Cana Laboratories, stated, "We are pleased to be joining the Cosmos team as they share our dedication to health and wellness, as well as our high quality product standards. Cana is a 4th generation family business with the vision to serve the community by developing, manufacturing and distributing products that offer innovative solutions to patients, while adhering to the highest standards of business ethics. This acquisition should allow Cana to grow its contract manufacturing customer base, reposition its existing product portfolio and invest in new proprietary products. We look forward to being part of the Cosmos family and assisting in the development and launching of innovative pharmaceutical products together." Greg Siokas, chief executive officer of Cosmos Holdings, commented, "We welcome Cana to our group, an acquisition that delivers on our commitment to grow via strategic M&As. We believe this acquisition not only will allow us to realize numerous synergies but will also be a transformative for Cosmos by strengthening our vertical integration and expanding our product portfolio. Cana's extensive commercial experience and diversified customer base will also prove to be invaluable as we execute on relaunching and expanding several brands. We look forward to working with Kosta Kanaroglou and his team to build upon Cosmos' success." About Cosmos Holdings Cosmos Holdings Inc., together with its subsidiaries, is an international pharmaceutical company with a proprietary line of nutraceuticals and distributor of branded and generic pharmaceuticals, nutraceuticals, over-the-counter (OTC) medications and medical devices through an extensive, established EU and UK distribution network. Cosmos Holdings reported a net loss of $7.96 million for the year ended Dec. 31, 2021, compared to net income of $820,786 for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $49.77 million in total assets, $39.17 million in total liabilities, $5.45 million in mezzanine equity, and $5.15 million in total stockholders' equity. San Francisco, California-based Armanino LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has suffered recurring losses and cash used in operations that raises substantial doubt about its ability to continue as a going concern. CPE FEEDS: Wins Cash Collateral Access Thru Sept 21 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Lubbock Division, authorized CPE Feeds, Inc. to use cash collateral on an interim basis in an amount not to exceed $19,550 in accordance with the budget. The Debtor requires the use of cash collateral to continue the operation of its business, including continuing to pay its employees. American Bank of Commerce may claim that substantially all of the Debtor's assets are subject to the bank's pre-petition lien(s). The authority granted to the Debtor will apply from the Petition Date through the date of the Plan Confirmation Hearing set for September 21, 2022. As adequate protection for the diminution in value of the interests of ABC Bank, the bank is granted a valid, binding, enforceable, and perfected lien co-extensive with its pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor. A copy of the order is available at https://bit.ly/3OImQbD from PacerMonitor.com. About CPE Feeds, Inc. CPE Feeds, Inc. is a privately held company in the animal food manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-50022) on March 1, 2022. In the petition signed by R. Lan Skains, president, the Debtor disclosed up to $10 million in both assets and liabilities. Ryan C. Gentry, Esq., at McGowan and McGowan PC, is the Debtor's counsel. CRYSTAL SPOON: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized The Crystal Spoon Corp. to use cash collateral on an interim basis in the ordinary course of its business in accordance with the terms of the Third Interim Cash Collateral Order and the Budget. The United States Small Business Administration may have a fully perfected first priority security interest. As adequate protection, the SBA is granted, on an interim basis, valid, enforceable, unavoidable, and fully perfected replacement liens upon all existing and after-acquired tangible and intangible personal and real property and assets of the Debtor of any kind or nature, whether existing prior to or acquired after the Petition Date and wherever located, and all products and proceeds of all of the foregoing, only to the extent the prepetition liens were or deemed valid, perfected and enforceable as of the Petition Date. The security interests and liens granted and regranted: (i) are and will be in addition to all security interests, liens and rights of set-off existing in favor of the Cash Collateral Creditor on the Petition Date; (ii) will secure the payment of indebtedness to the Cash Collateral Creditor in an amount equal to the aggregate Cash Collateral used or consumed by the Debtor and any diminution in the value of the Collateral; and (iii) will be deemed to be automatically perfected without the necessity of any further action by the Cash Collateral Creditor or the Debtor. Without limitation, therefore, the Cash Collateral Creditor will not be required to file financing statements or other documents in any jurisdiction or take any other action to validate or perfect the liens and security interests granted by the Order. The Replacement Liens are valid, fully perfected, enforceable, unavoidable and effective by operation of law as of the Petition Date without any further action by the Debtor. A further interim hearing on the matter is scheduled for September 7, 2022 at 11 a.m. A copy of the order and the Debtor's monthly budget is available at https://bit.ly/3J7fj5g from PacerMonitor.com. The Debtor projects $664,000 in total sales and $652,900 in total expenses. About The Crystal Spoon Corp. Headquartered in Elmsford, N.Y., The Crystal Spoon Corp., also known as Top Chef Meals, is into distribution of prepared meals, co-packing for other suppliers and catering. Crystal Spoon sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22277) on May 18, 2022, listing as much as $1 million in both assets and liabilities. Paul Ghiron, president, signed the petition. Judge Sean H. Lane oversees the case. Anne Penachio, Esq., at Penachio Malara, LLP is the Debtor's counsel. CUSTOM TRUCK: To Release Q2 2022 Financial Results on Aug. 9 ------------------------------------------------------------ Custom Truck One Source, Inc. will release its second quarter 2022 financial results after the market close on Tuesday, Aug. 9, 2022. Management will discuss the results on a conference call at 5:00 p.m. EDT on Tuesday, Aug. 9, 2022. The webcast and a presentation of financial information will be publicly available at investors.customtruck.com. To listen by phone, please dial 1-855-327-6837 or 1-631-891-4304. A replay of the call will be available until midnight EDT, Tuesday, Aug. 16, 2022, by dialing 1-844-512-2921 or 1-412-317-6671 and entering passcode 10019703. About Custom Truck Custom Truck One Source, Inc. (formerly known as Nesco Holdings, Inc.) is a provider of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America. CTOS offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets, including electric lines, telecommunications networks and rail systems. The Company's coast-to-coast rental fleet of more than 9,600 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit investors.customtruck.com. Custom Truck reported a net loss of $181.50 million for the year ended Dec. 31, 2021, a net loss of $21.28 million for the year ended Dec. 31, 2020, a net loss of $27.05 million for the year ended Dec. 31, 2019, a net loss of $15.53 million for the year ended Dec. 31, 2018, and a net loss of $27.10 million for the year ended Dec. 31, 2017. As of Dec. 31, 2021, the Company had $2.68 billion in total assets, $440.58 million in total current liabilities, $1.38 billion in total long-term liabilities, and $858.51 million in total stockholders' equity. CYTODYN INC: Amends Backstop Agreement With David Welch ------------------------------------------------------- CytoDyn Inc. entered into an amendment to the Surety Bond Backstop Agreement previously entered into by the Company with David Fairbank Welch, both individually and in his capacity as trustee of a revocable trust, LRFA, LLC, a Delaware limited liability company, and certain other related parties, effective Feb. 14, 2022. As previously reported in the Company's Current Report on Form 8-K filed on Feb. 18, 2022, the Indemnitors agreed to assist the Company in obtaining a surety bond for posting in connection with the Company's ongoing litigation with Amarex Clinical Research, LLC, by, among other things, agreeing to indemnify the issuer of the Surety Bond with respect to the Company's obligations under the Surety Bond. As consideration for the Indemnitors' agreement to indemnify the Surety, the Backstop Agreement provided, among other things, that the Company would issue to 4-Good Ventures LLC, an affiliate of the Indemnitors, (i) a warrant for the purchase of 15,000,000 shares of common stock as a backstop fee and (ii) a warrant for the purchase of an additional 15,000,000 shares, to be exercisable only if the Indemnitors were required to make a payment to the Surety. Under the Amendment, (i) the obligation of the Indemnitors to indemnify the Surety was extended from Aug. 13, 2022 to Nov. 15, 2022, (ii) the exercise price of each of the 4-Good Warrants was reduced from $0.30 to $0.20 per share, (iii) the Make-Whole Warrant was amended to be fully exercisable immediately, (iv) the deadline for the Company to use its commercially reasonable efforts to file a Registration Statement on Form S-3 with the Securities and Exchange Commission to register for resale the shares underlying the 4-Good Warrants was extended to Dec. 31, 2022, (v) the Indemnitors and 4-Good agreed to waive the requirement that the Company reserve for issuance the 15,000,000 shares subject to the Make-Whole Warrant until such time as the Company's stockholders approve an increase in the Company's authorized shares of common stock, and (vi) upon the exercise in full of the 4-Good Warrants, the Company agreed to take reasonable steps to cause the Indemnitors to be released from their indemnity obligations to the Surety, if any, by an amount equal to the exercise proceeds. Following the acceleration of the exercisability of the Make-Whole Warrant, Dr. Welch is deemed to beneficially own in excess of 5 percent of the Company's outstanding shares of common stock. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. Cytodyn reported a net loss of $154.67 million for the year ended May 31, 2021, compared to a net loss of $124.40 million for the year ended May 31, 2020. As of Nov. 30, 2021, the Company had $103.70 million in total assets, $116.40 million in total liabilities, and a total stockholders' deficit of $12.70 million. Birmingham, Alabama-based Warren Averett, LLC, the Company's auditor since 2007, issued a "going concern" qualification in its report dated July 30, 2021, citing that the Company incurred a net loss of approximately $154,674,000 for the year ended May 31, 2021 and has an accumulated deficit of approximately $511,294,000 through May 31, 2021, which raises substantial doubt about its ability to continue as a going concern. DIFFUSION PHARMACEUTICALS: Signs Deal to Sell $20M Common Shares ---------------------------------------------------------------- Diffusion Pharmaceuticals Inc. entered into an At-The-Market Sales Agreement with BTIG, LLC, as sales agent and/or principal, pursuant to which the Company may sell up to an aggregate of $20,000,000 of shares of the Company's common stock, par value $0.001, from time to time through the Agent, subject to the offering limits in General Instruction I.B.6 to Form S-3. The Company currently intends to use the net proceeds from any sales of the Shares as described in the Prospectus Supplement. The Sales Agreement provides that the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales may be made, limitations on the number of Shares that may be sold during a certain period, and any minimum price below which sales may not be made. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement. Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be an "at the market offering," as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Stock Market or sales made to or through a market maker other than on an exchange. The Company will pay the Agent a commission equal to 3.0% of the gross proceeds of any Shares sold through the Agent under the Sales Agreement. If the Company determines to sell Shares directly to BTIG, as principal, the Company and BTIG will enter into a separate agreement that governs any such transaction. The Sales Agreement contains customary termination provisions including, among other things, that (i) either party may terminate the Sales Agreement upon ten days' notice to the other party, (ii) BTIG may terminate the Sales Agreement immediately upon notice of the occurrence of a Material Adverse Effect (as defined in the Sales Agreement) or certain other specified events, and (iii) the Sales Agreement shall automatically terminate upon the issuance and sale of all of the Shares. The Sales Agreement also contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, and certain other obligations of the parties. Offers and sales of the Shares by the Company under the Sales Agreement, if any, will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-249057) that was declared effective by the U.S. Securities and Exchange Commission on Oct. 2, 2020 and a related prospectus, dated Oct. 2, 2020, and prospectus supplement, dated July 22, 2022, in each case, filed with the SEC. As further described in the Prospectus Supplement, as of July 22, 2022, due to the limitations set forth in General Instruction I.B.6 to Form S-3, the Company may offer and sell Shares having an aggregate offering price of up to $5,500,000 from time to time through the Agent pursuant to the Sales Agreement. If the Company's public float increases such that it may sell additional Shares under the Sales Agreement, the Company will file a new prospectus supplement with the SEC prior to making such additional sales. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is an innovative biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss of $24.09 million in 2021, a net loss of $14.18 million in 2020, and a net loss of $11.80 million in 2019. As of March 31, 2022, the Company had $33.57 million in total assets, $2.96 million in total current liabilities, and $30.62 million in total stockholders' equity. DUPONT STREET: Amended Liquidating Plan Confirmed by Judge ---------------------------------------------------------- Judge Nancy Hershey Lord has entered an order confirming the Second Amended Plan of Liquidation of Dupont Street Developers LLC. The Plan has been proposed in good faith and not by any means forbidden by law and, viewed in the light of the totality of the circumstances surrounding the formulation, submission, distribution, and confirmation of the Plan, the Plan will fairly achieve a result consistent with the objectives and purposes of the Bankruptcy Code. The Plan satisfies the requirements of Sections 1129(a)(7), (a)(8), and (a)(10) of the Bankruptcy Code, as evidenced by the Certification of Balloting. The only impaired class under the Plan—Class 2 – Dupont Lender Claim—has voted to accept the Plan, which is comprised of a single claimholder that is not an insider of the Debtor. No holder of an allowed Secured Claim has made an election under Section 1111(b)(2) of the Bankruptcy Code. All other classes of claim and interests are unimpaired under the Plan and therefore deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. The Dupont Lender (and, to the extent applicable, its nominee(s), assignee(s) or designee(s)) is deemed to be a good faith purchaser of the Property within the meaning of Section 363(m) of the Bankruptcy Code and is therefore entitled to all the protections afforded thereby. The Sale of the Property to the Dupont Lender (or its nominee(s), assignee(s) or designee(s)) in accordance with this Order will comply the Plan and with the Greenacre Agreement, which includes release and indemnification obligations that constitute covenants that will run with the Property and shall be included in the deed(s) to the Dupont Lender (or its nominee(s), designee(s) or assignee(s)). A full-text copy of the Plan Confirmation Order dated July 25, 2022, is available at https://bit.ly/3RYrwNH from PacerMonitor.com at no charge. Attorneys for the DuPont Street Developers LLC: Robert M. Sasloff, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, New York 10022 Telephone: (212) 603 6300 E-mail: rms@robinsonbrog.com About Dupont Street Developers Brooklyn, N.Y.-based Dupont Street Developers, LLC, is engaged in activities related to real estate. It owns premises at 49-55 Dupont St., Brooklyn, N.Y., having a current value of $57.12 million. Dupont Street Developers filed for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-40664) on March 17, 2021. Bo Jin Zhu, manager, signed the petition. In the petition, the Debtor disclosed $57,125,000 in assets and $58,925,731 in liabilities. Judge Nancy Hershey Lord oversees the case. Robinson Brog Leinwand Greene Genovese & Gluck P.C., led by Mitchell A. Greene, Esq., is the Debtor's legal counsel. EL CALAMAR: Wins Interim Cash Collateral Access ----------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, authorized El Calamar, Inc. to use cash collateral on an interim basis. As previously reported by the Troubled Company Reporter, the Debtor sought authority to use cash collateral to pay the reasonable expenses it incurs during the ordinary course of operating its restaurant. The major event that precipitated the filing of the Debtor's Chapter 11 bankruptcy case was the hearing scheduled for July 18, 2022, for the sale of the Debtor's liquor license by Wesco Insurance Company. This was in connection with a February 25, 2021 state court judgment Wesco obtained against the Debtor. Wesco filed a Notice of Judgment Lien with the California Secretary of State on February 24, 2022. The Debtor disclosed these secured creditors in order of when their UCC Financing Statements and/or Notices of Judgment Liens were filed with the California Secretary of State: 1. Funding Circle aka FC Marketplace, LLC: UCC Financing Statement filed on 2/7/2017; estimated balance as of the petition date is $28,169; 2. On Deck Capital: UCC Financing Statement filed on 11/6/2019; estimated balance as of the petition date is $20,298; 3. U.S. Small Business Administration: UCC Financing Statement filed on 6/28/2020; estimated balance as of the petition date is $161,697; and 4. Wesco Insurance Company: Notice of Judgment Lien filed on 6 2/24/2022; estimated balance as of the petition date is $130,307. The Debtor proposed to make monthly adequate protection payments to secured creditors based on Debtor's $158,157 total value for the assets listed on Schedules A/B: 1. Funding Circle aka FC Marketplace, LLC: $469.48 per month; 2. On Deck Capital: $338.30 per month; 3. SBA: $731 per month effective the date when payments become due to the SBA pursuant to the SBA loan agreement. As additional adequate protection, the SBA will receive a replacement lien on all post-petition revenues of the Debtor to the same extent, priority and validity that its lien attached to the cash collateral. The scope of the replacement lien is limited to the amount (if any) that cash collateral diminishes post-petition as a result of the Debtor's post-petition use of cash collateral. The replacement lien is valid, perfected and enforceable and will not be subject to dispute, avoidance, or subordination, and this replacement lien need not be subject to additional recording. The Debtor did not propose any adequate protection payments to Wesco as its claim is fully undersecured. The final hearing on the matter is scheduled for August 31, 2022 at 10 a.m. A copy of the order is available at https://bit.ly/3zBJwpT from PacerMonitor.com. About El Calamar, Inc. El Calamar, Inc. is a family-owned Mexican grill and seafood restaurant in Santa Ana, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-11188) on July 17, 2022. In the petition signed by Hugo E. Camacho, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Theodor C. Albert oversees the case. The Law Offices of Michael Jay Berger is the Debtor's counsel. ENJOY TECHNOLOGY: Cash Collateral Access, $55MM DIP Loan OK'd ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Enjoy Technology, Inc. and its debtor-affiliates to use cash collateral and obtain senior secured, superpriority postpetition financing. The Debtors are authorized, subject to the terms and conditions of the DIP Loan Documents, to (i) borrow up to an aggregate principal amount of $55 million minus the amount of the DIP Roll-Up Loans (plus interest, fees, indemnities, and other expenses and other amounts provided for in the DIP Term Sheet), (ii) incur the DIP Roll-Up Loans and, without any further action by the Debtors or any other party, and as a condition to providing the DIP Loans, the DIP Roll-Up Loans will be included in the DIP Obligations, in each case subject to any limitations on availability or borrowing under the DIP Loan Agreement, which will be used for all purposes permitted under the DIP Loan Agreement. On July 1, 2022, the Court approved the Debtors' entry into and performance under the DIP Term Sheet on an interim basis, allowing the Debtors to borrow up to $22,500,000. The Debtors are permitted to use cash collateral for their working capital needs in the ordinary course of business and for the costs and expenses of administering the bankruptcy cases. On June 29, 2022, the Debtors, as borrowers, and Asurion LLC, as lender, entered into a Senior Secured Credit, Guaranty and Security Agreement. As of the Petition Date, approximately $2.5 million remains outstanding under the Senior Secured Credit Agreement. Subject only to the Carve Out and the terms of the Interim Order, Asurion will receive Adequate Protection Liens and Adequate Protection Claims as adequate protection of their interests in the Prepetition Collateral, for the aggregate postpetition diminution in value of such interests, resulting from the imposition of the Priming Liens on the Prepetition Collateral, the Carve Out, the sale, lease or use of the Prepetition Collateral (including cash collateral), and/or any other reason for which adequate protection may be granted under the Bankruptcy Code. As security for and solely to the extent of any Diminution in Value, additional and replacement valid, binding, enforceable, non-avoidable, effective and automatically perfected postpetition security interests in, and liens on, without the necessity of the execution by the Debtors of security agreements, control agreements, pledge agreements, financing statements, mortgages or other similar documents. The Adequate Protection Liens will be subject and junior to the DIP Liens (including any liens to which the DIP Liens are junior) and the Carve Out, and otherwise be senior to all other security interests in, liens on, or claims against any of the Prepetition Collateral, including the Prepetition Liens and any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates under section 551 of the Bankruptcy Code. As further adequate protection, and to the extent provided by sections 503(b) and 507(b) of the Bankruptcy Code, an allowed administrative expense claim in the Cases of each of the Debtors to the extent of any postpetition Diminution in Value ahead of and senior to any and all other administrative expense claims in such cases, except the Carve Out and the DIP Superpriority Claims. The Carve Out means an amount equal to the sum of: (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee under 28 U.S.C. section 1930(a) plus interest pursuant to 31 U.S.C. section 3717; (ii) all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code in an aggregate amount not to exceed $50,000; and (iii) to the extent allowed by the Bankruptcy Court at any time and all accrued unpaid fees, disbursements, costs and expenses incurred by the Committee at any time before or on the first business day following delivery by the DIP Lender of a Carve Out Trigger Notice, whether allowed by the Bankruptcy Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Estate Professionals in an aggregate amount not to exceed $500,000 incurred after the first business day following delivery by the DIP Lender of a Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, final order, or otherwise; provided, however, nothing will be construed to impair the ability of any party to object to any fees, expenses, reimbursement or compensation sought by any such professionals or any other person or entity. A copy of the order and the Debtor's budget is available at https://bit.ly/3vj5mMu from PacerMonitor.com. The budget provides for total operating disbursements, on a weekly basis, as follows: $6,060,000 for the week ending July 1, 2022; $6,500,000 for the week ending July 8, 2022; $2,429,000 for the week ending July 15, 2022; $6,279,000 for the week ending July 22, 2022; $1,822,000 for the week ending July 29, 2022; $7,522,000 for the week ending August 5, 2022; $1,735,000 for the week ending August 12, 2022; $6,291,000 for the week ending August 19, 2022; $1,829,000 for the week ending August 26, 2022; and $6,329,000 for the week ending September 2, 2022. About Enjoy Technology, Inc. Enjoy Technology, Inc. provide a commerce-at-home experience for consumers through their network of mobile retail stores. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10580) on June 30, 2022. In the petition signed by Tiffany N. Meriweather, chief legal officer and corporate secretary, the Debtor disclosed $111,661,000 in total assets and $69,956,000 in liabilities. Judge J. Kate Stickles oversees the case. The Debtor tapped Cooley LLP and Richards, Layton, and Finger P.A. as counsel, AP Services, LLC as restructuring advisor, Centerview Partners LLC as investment banker, and Stretto, Inc. as claims, noticing agent and administrative advisor. Asurion, LLC, a Delaware Limited Liability Company, as DIP Lender, is represented by Gibson, Dunn & Crutcher LLP and Bass, Berry & Sims PLC; and Pachulski Stang Ziehl & Jones LLP as local counsel. ETHEMA HEALTH: Executes Final Documents for Revised Leonite Note ---------------------------------------------------------------- Ethema Health Corporation executed the final documents for a revised and extended note to be issued to Leonite Fund I, LP, which replaces the Labrys notes from May and June 2021. The new 10% $745,375.00 convertible note includes an OID of 10%. The note has a fixed conversion price of $0.01 per share subject to adjustments should other new financings be done at more favorable terms. The note is due nine months from the issuance date of June 1, 2022. The consideration for the note was the balance of the amount due under the Labrys notes. About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com-- operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Ethema reported a net loss of $1.57 million for the year ended Dec. 31, 2021, compared to net income of $3.08 million on $338,996 of revenues for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had $6.55 million in total assets, $16.01 million in total liabilities, $400,000 in preferred stock, and a total stockholders' deficit of $9.86 million. Sunrise, Florida-based Daszkal Bolton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company had accumulated deficit of approximately $44.7 million and negative working capital of approximately $13.2 million at Dec. 31, 2021, which raises substantial doubt about its ability to continue as a going concern. EVO TRANSPORTATION: Signs Loan Extension Deal With Antara, Execs ---------------------------------------------------------------- EVO Transportation & Energy Services, Inc. and certain subsidiary guarantors of the Company entered into a Fourth 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 Fourth 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 July 15, 2022 to Aug. 15, 2022; and (ii) the maturity date of the loans from the Executives to the Company pursuant to the Bridge Loan Agreement was extended from July 22, 2022 to Aug. 22, 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. FAIRPORT BAPTIST: Taps Bonadio & Co. as Accountant -------------------------------------------------- Fairport Baptist Homes and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of New York to employ Bonadio & Co., LLP as accountant. The firm's services include: a. supporting the administration of the Chapter 11 case and the Debtor's regulatory obligations with respect to financial affairs, including preparation and certification of Medicare and Medicaid cost reports and other financial data; b. negotiation, formulation and confirmation of a plan or plans of reorganization or liquidation, and matters related thereto; c. investigation concerning assets, liabilities, financial conditions, or sale of any of the Debtor's business, and operation issues concerning the Debtor that may be relevant to the Chapter 11 case; d. performance of all of the Debtor's duties and powers under the bankruptcy code, and such other services as are in the interests of the Debtor; e. consulting services to assist in audit negotiations as well as Medicaid rate reviews and appeals relative to the Office of the Medicaid Inspector General. Bonadio & Co. will be paid at these rates: Partners/Principals $225 to $463 per hour Managers $193 to $321 per hour Staff/Senior Accountants $129 to $196 per hour The firm will also be reimbursed for its out-of-pocket expenses. Kelley DeMonte, a partner at Bonadio & Co., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kelley DeMonte Bonadio & Co. LLP 171 Sully Trail Pittsford, NY 14534 Tel: (585) 381-1000 Email: kdemonte@bonadio.com About Fairport Baptist Homes Fairport Baptist Homes and its affiliates, Fairport Baptist Homes Adult Care Facility, Inc., FBH Community Ministries and FBH Distinctive Living Communities, Inc., operate skilled nursing care facilities. Fairport Baptist Homes owns a New York-licensed 142-bed residential health care facility at the FBH campus in Fairport, N.Y., and 42 independent living units known as Deland Acres. On May 6, 2022, Fairport Baptist Homes and its affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No. 22-20220). In the petition filed by Fairport President Thomas H. Poelma, Fairport Baptist Homes listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as bankruptcy counsel and Pullano & Farrow, PLLC as special counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 2, 2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the committee's legal counsel and financial advisor, respectively. Eric M. Huebscher, the patient care ombudsman appointed in the Debtors' cases, is represented by Kelly C. Griffith, Esq., at Harris Beach, PLLC. FIGUEROA MOUNTAIN: Court OKs Stipulation on Cash Collateral Use --------------------------------------------------------------- Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central District of California approved a stipulation between Figueroa Mountain Brewing, LLC, on the one hand, and secured creditors, White Winston Select Asset Funds, LLC and SCS Acquisition LLC (as successor in interest to Montecito Bank & Trust), on the other hand. Pursuant to the Stipulation and Court order, the Debtor is authorized to use cash collateral, on a final basis, to pay for the expenses set forth in the budget, with a 15% variance through the earlier of (a) July 31, 2022, or (b) the date on which the Debtor's cash on hand falls below the Cash Floor initially set $698,865. If the Debtor's cash on hand falls below the Cash Floor, then the Debtor will: (a) immediately notify counsel for the Secured Creditors in writing; (b) if unable to reach further agreement with the Secured Creditors for the continued use of cash collateral, within 2 court days of sending the Required Notification file an emergency motion for continued authority to use cash collateral and request that the Court hear such motion at its earliest opportunity; (c) be authorized to continue using cash collateral in accordance with the Thirteenth Stipulation and the Budget until the hearing on such emergency motion; and (d) the Cash Floor will not be transferred to a third party, including the Secured Parties or Creekstone Mountain LLC, other than payments of approved Budget expenses including in accordance with clause (c) above so long as they are not payments to the Secured Parties or Creekstone, without prior Court order entered after a hearing set on regular notice. If the Debtor's cash on hand falls below the Cash Floor, then John Carpenter of Openso Consulting will be permitted to perform a physical inventory and inspection of the Debtor's premises at his earliest availability during regular business hours, with all Openso fees for such services and its incurred travel and other expenses, if any, paid by the Debtor. The Debtor is authorized to use cash collateral to pay such fees and expenses. The Secured Creditors will continue to receive replacement liens in the post-petition collateral, as adequate protection, pursuant to the terms of the Stipulation. A copy of the order is available for free at https://bit.ly/3PSV6SR from PacerMonitor.com. About Figueroa Mountain Brewing LLC Founded in 2020, Figueroa Mountain Brewing, LLC -- https://www.figmtnbrew.com/ -- is in the business of manufacturing beer with principal place of business in Buellton, Calif. Figueroa Mountain Brewing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11208) on Oct. 5, 2020. Jaime Dietenhofer, the company's manager, signed the petition. At the time of filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Martin R. Barash oversees the case. Lesnick Prince & Pappas LLP is the Debtor's legal counsel. FORESIGHT ACQUISITIONS: Wins Cash Collateral Access Thru Aug 7 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, authorized Foresight Acquisitions, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance, and provide adequate protection to Premier Bank and the U.S. Small Business Administration through August 7, 2022. The Debtor requires the use of cash collateral to operate its businesses. Prior to the Petition Date, the Debtor, Home Savings and Loan Company of Youngstown Ohio and the SBA were parties to various financial accommodation agreements. Premier Bank is the successor-in-interest by the result of two mergers to Home Savings Bank and Loan Company of Youngstown Ohio. On May 12, 2016, the Debtor and Home Savings and Loan Company of Youngstown Ohio entered into a loan agreement in the original principal amount of $2.5 million and a revolving credit note in the original principal amount of $500,000 and a related security agreement. The $2.5 million portion was guaranteed by the SBA. On July 23, 2020, the Debtor and the SBA entered into an economic injury disaster loan in the original principal amount of $150,000. The SBA EIDL loan is secured by a security interest junior in priority to Premier Bank in essentially all assets of the Debtor and is currently in deferment until April or May 2022. Premier Bank and the SBA have indicated a willingness to agree to allow the limited use of cash collateral subject to (i) the entry of the Order, and (ii) a finding by the Court that such use of cash collateral is essential to the Debtor's estate and is in good faith, and that Premier Bank and the SBA's security interests, liens, claims, and other protections granted pursuant to the Order will not be affected by any subsequent reversal, modification, vacatur or amendment of the Order or any other order. As adequate protection to insure against the diminution of the aggregate value of Premier Bank's and the SBA's Liens, if any in the collateral, Premier Bank and the SBA are granted a perfected replacement security interest in and lien on, all of the collateral of the Debtor and its estate of every kind or type whatsoever, including tangible, intangible, real, personal, and mixed property. The security interests, liens and mortgages granted will be in addition to the Liens and will be valid, perfected, enforceable and effective as of the Petition Date without any further action by the Debtor, Premier Bank or the SBA and without the execution of any financing statements, mortgages, security agreements, or any other documents, and will secure payment in an amount equal to any diminution in value of Premier Bank and the SBA interest in the cash collateral which occurs during the pendency of the Debtor's bankruptcy case, whether such diminution is a consequence of the Debtor's use of the cash collateral the Debtor's incurrence of other obligations, the economic depreciation of the cash collateral or some other use of the cash collateral. The priority of the adequate protection liens and claims granted may be pari passu with any adequate protection liens or claims. These events constitute an "Event of Default:" a. The failure to maintain property insurance; b. The conversion of the Debtor's Bankruptcy Case to any other chapter; or c. The dismissal of the Debtor's bankruptcy case. Upon the occurrence of any Event of Default, Premier Bank and/or SBA will give Debtor written notice of such default. Unless such default has been cured (if such default is capable of cure) within seven days after such notice is given, Premier Bank and/or SBA will be entitled to submit evidence of the uncured default to the U.S. Bankruptcy Court by declaration, stating that the Debtor has been provided notice and has failed timely to cure the default, thereby entitling Premier Bank and/or SBA to seek an Order for Relief from Stay, without a hearing, and to exercise its rights and remedies against the collateral. A further hearing on the matter is scheduled for August 5 at 2 p.m. A copy of the order is available at https://bit.ly/3b7qAWu from PacerMonitor.com. About Foresight Acquisitions, LLC Foresight Acquisitions, LLC is a merchant wholesaler of men's apparel and accessories. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-51740) on December 23, 2021. In the petition signed by James T. Mauro, president, the Debtor disclosed $2,017,248 in assets and $2,776,776 in liabilities. Judge Alan M. Koschik oversees the case. Frederic P. Schwieg, Esq., at Frederic P. Schwieg Attorney at Law, is the Debtor's counsel. FORUM ENERGY: Moody's Affirms Caa1 CFR & Alters Outlook to Positive ------------------------------------------------------------------- Moody's Investors Service changed Forum Energy Technologies, Inc.'s outlook to positive from stable. Concurrently, Moody's affirmed Forum's Corporate Family Rating at Caa1, Probability of Default Rating at Caa1-PD and convertible senior secured notes rating at Caa2. The Speculative Grade Liquidity (SGL) rating is unchanged at SGL-3. "The change in Forum's rating outlook reflects our expectation that Forum will grow EBITDA through 2023, driving improved leverage," said Jonathan Teitel, a Moody's analyst. Affirmations: Issuer: Forum Energy Technologies, Inc. Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Senior Secured Conv./Exch. Bond/Debenture, Affirmed Caa2 (LGD4) Outlook Actions: Issuer: Forum Energy Technologies, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE The change of the rating outlook to positive reflects Moody's expectation that Forum will grow EBITDA and reduce leverage over the next 12-18 months. Forum's Caa1 CFR reflects high but improving leverage amid a supportive industry backdrop offset by free cash flow that is pressured by working capital needs to grow revenue, affected by cost inflation and supply chain disruptions. Moody's expects that Forum will grow revenue and EBITDA through 2023, driving debt/EBITDA lower. Forum operates in a cyclical industry and its revenue is highly correlated to the US rig count, which has increased. Forum benefits from exposure to both domestic and international markets, as well as diversification of its business segments across the well life cycle. A large portion of the company's notes are mandatorily convertible into common stock if the company's stock reaches a certain price for a period of time. These terms provide a potential path for meaningful reduction of debt and interest expense and improving the company's ability to generate positive free cash flow. Forum's SGL-3 rating reflects Moody's expectation for Forum to maintain adequate liquidity through 2023. As of March 31, 2022, the company had $21 million of cash. The borrowing base of the company's undrawn ABL revolver was $159 million ($18 million in letters of credit are outstanding). The revolver matures in September 2026, unless the secured notes due August 2025 are still outstanding three months prior to their maturity, in which case the revolver will mature then. The revolver has a maximum springing (based on excess availability) fixed charge coverage ratio covenant of 1x. Forum's $257 million of convertible senior secured notes (amount outstanding as of March 31, 2022) due 2025 are rated Caa2, one notch below the Caa1 CFR. The notes are secured by a first lien except with respect to ABL revolver priority collateral which includes cash, receivables and inventory. The notes have a second lien with respect to the ABL revolver priority collateral. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include consistent positive free cash flow generation and a sustained improvement in debt service coverage, with EBITDA/interest above 2.5x. Factors that could lead to a downgrade include EBITDA/interest below 1x or weaking liquidity. Forum, headquartered in Houston, Texas, is a publicly traded company with equipment sales primarily to the oil and gas industry. The principal methodology used in these ratings was Oilfield Services published in August 2021. GABHALTAIS TEAGHLAIGH: Aug. 3 Hearing on Continued Cash Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern Division, District of Massachusetts, authorized Gabhaltais Teaghlaigh LLC to use cash collateral on an interim basis through the conclusion of a further telephonic hearing on the matter set for August 3, 2022 at 11:30 a.m. The Court said any funds being held on behalf of the Debtor will be promptly transferred to separate DIP accounts for each property and all disbursements made to pay amounts reflected in the budget, as modified, will be made from the DIP accounts. Devco North America is not authorized to receive any payments during the interim period. On or before August 1, the Debtor will file (i) a revised budget correcting any discrepancies as discussed on the record; (ii) a reconciliation of budgeted amounts as compared with actual cash receipts and disbursements on a line item basis; and (iii) a proposed form or order regarding the continued use of cash collateral beyond the continued hearing. A copy of the order is available at https://bit.ly/3vkj7KK from PacerMonitor.com. About Gabhaltais Teaghlaigh Gabhaltais Teaghlaigh, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-10839) on June 15, 2022. In the petition filed by Virginia Hung, as member, Gabaltais Teaghlaigh LLC listed as much as $50,000 in both assets and liabilities. The case is assigned to Judge Christopher J. Panos. David G. Baker, Esq., at Baker Law Offices is the Debtor's counsel. GLATFELTER CORP: S&P Downgrades ICR to 'B+' on Margin Compression ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Charlotte, N.C.–based Glatfelter Corp. to 'B+' from 'BB' and lowered its issue-level rating on the company's senior unsecured notes to 'B'; S&P also revised the recovery rating to '5' as a result of the now secured credit facility, which now ranks ahead of the notes. The negative outlook points to the potential for further downgrade, reflecting S&P's expectation for persistent inflation and the Russia-Ukraine conflict to cause debt leverage to remain elevated over the next 12 months. Inflation has exacerbated Glatfelter's debt leverage, which was already pressured by recent acquisitions. Glatfelter's leveraged acquisitions of Mount Holly (closed May 13, 2021) and Jacob Holm (closed Oct. 29, 2021) increased gross debt by more than 2.5 times compared to December 2020. This substantially increased S&P Global Ratings' adjusted debt leverage to 5.7x at the end of 2021 compared to 2.3x at the end of 2020. Historic inflation across energy, materials, and logistics also pressure debt leverage. This severely impairs Glatfelter's ability to rely on cash flow generation capabilities to reduce debt leverage toward 3x. S&P Global Ratings' adjusted pro forma debt leverage of 8.8x as of March 31, 2022 and S&P's expectation that debt leverage will remain above 6x at the end of 2022 drove it to lower the rating. Cost inflation contracted margins for Glatfelter and will continue to challenge its ability to reduce debt leverage in 2022. Inflation (energy, raw material, logistics) over the past 12 months has been a significant headwind for Glatfelter, affecting operating income by more than $50 million in the first quarter alone. The issue has been less acute for the Airlaid Materials segment and more prevalent in its Composite Fibers (CF) segment. Glatfelter is attempting to address inflation in its CF segment by converting customers to dynamic pricing contracts and has migrated 35% of its CF customers to this model as of the end of the first quarter, with the goal of 50% by year-end. Despite these efforts, S&P believes lasting inflation and a weaker economic environment--in addition to volume and cost-absorption headwinds Glatfelter faces from the Russia-Ukraine conflict--will continue to pressure margins into 2023, slowing its ability to reduce debt leverage. Glatfelter's amendment to its credit agreement is a further symptom of headwinds. Glatfelter amended its credit agreement on May 9, 2022, to provide covenant relief. Notably, the amendment relaxes the maximum leverage ratio to 6.75x from 5.25x, requires Glatfelter to maintain a minimum of $50 million of liquidity (combination of cash and revolver availability), and pledges substantially all of Glatfelter's domestic assets as security on its obligations under the credit agreement. The amendment is reflective of the company's challenging operating environment. Because of the pledge of collateral toward obligations under the credit agreement, the senior unsecured notes are subordinate to the now senior secured credit facility, causing S&P to revise the recovery rating to '5' and subsequently notch down the issue-level rating. The negative outlook reflects S&P's view that Glatfelter's leverage will remain above 6x at the end of 2022 before decreasing toward the 4x area by the end of 2023. S&P said, "We could lower our rating if we expect debt leverage will remain above 5x over into the second half of 2023. Alternatively, a downgrade could follow a lack of free cash generation over the next 12 months. This could occur if forecast EBITDA margins do not expand toward the double-digit mark by the first half of 2023, like if Glatfelter cannot offset persistent cost inflation with price increases. "We could revise the outlook to stable if Glatfelter's debt leverage reduces to less than 5x and if it can move to a price-cost positive position or inflation dissipates over the next 12 months. Although our baseline expectation is that the company will lower debt leverage below 5x by the end of 2023, we view prolonged inflation and a softening economic backdrop as a risk." ESG credit indicators: E-3, S-2, G-2 GWG HOLDINGS: $65MM Replacement Loan from Chapford OK'd ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized GWG Holdings, Inc. and its debtor-affiliates to, among other things, obtain replacement postpetition financing from Chapford SMA Partnership, L.P., in its capacity as the post-petition administrative agent and collateral agent. Chapford has agreed to provide replacement senior secured, superpriority, debtor-in-possession postpetition delayed draw term loan financing facility. The Final DIP Facility consists of new money commitments available for the making of new money term loans in an aggregate amount not to exceed $65,000,000. The Debtors have an immediate and critical need to obtain the Final DIP Facility and use cash collateral in order to, among other things: (1) refinance the existing the loans made under the Interim DIP Credit Agreement; (2) pay operating expenses and fund working capital needs; (3) to the extent not funded by the DLP Entities or pursuant to an amendment to the SPV Credit Facilities, fund the policy reserve accounts at DLP IV and DLP VI and pay premiums on the Policy Portfolio; (4) pay administrative expenses incurred in the Chapter 11 Cases; (5) pay the Final DIP Obligations owing by the Borrower, including any fees owed to the Final DIP Agent or Final DIP Lenders pursuant to the Administrative Agent Fee Letter or otherwise; and (6) make payments pursuant to any orders entered by the Court pursuant to any "first day" motions permitting the payment by the Debtors of any prepetition amounts then due and owing, each to the extent permitted by, and in accordance with, the Approved Budget (subject to the Variance Limit) and the Final DIP Order. On October 23, 2017, GWGH, GWG Life, and Bank of Utah, as trustee, entered into an amended and restated indenture, providing for the issuance from time to time of an unlimited principal amount of L Bonds. On August 10, 2018, GWGH, GWG Life and the Indenture Trustee entered into a Supplemental Indenture to add and modify certain provisions of the A&R Indenture necessary to provide for the issuance of the Seller Trust L Bonds under which GWGH is the issuer and GWG Life is the guarantor. The Seller Trust L Bonds were issued in connection with the exchange of certain assets among GWGH, GWG Life, The Beneficient Company Group, L.P., and certain trusts. On December 31, 2020, GWGH, GWG Life and the Indenture Trustee entered into a Supplemental Indenture to add and modify certain provisions of the A&R Indenture necessary to provide for the issuance of the Liquidity Bonds under which GWG Life is the issuer and GWGH is the guarantor. GWGH's and GWG Life's obligations to the Bonds under the Indenture are secured by liens granted to the Indenture Trustee on substantially all of GWGH and GWG Life's assets. As security for the Final DIP Obligations, the Debtors have granted to the Final DIP Agent, on behalf and for the benefit of the Final DIP Secured Parties, valid, enforceable, binding, and fully perfected security interests in and liens upon all present and after-acquired property of the Debtors. Each of the Final DIP Liens will be subject and subordinate to payment of the Carve-Out, which refers to the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate pursuant to 31 U.S.C. section 3717; (ii) fees and expenses up to $50,000 incurred by a trustee under 11 U.S.C. section 726(b); (iii) to the extent allowed at any time, whether by interim, final compensation order, or bench ruling all accrued and unpaid fees and expenses incurred by persons or firms retained by the Debtors pursuant to 11 U.S.C. section 327, 328 or 363 and the Bondholder Committee appointed in the Chapter 11 Cases pursuant to 11 U.S.C. section 1103 at any time before or on the day of the delivery by the Final DIP Agent of a Final DIP Termination Declaration; and (iv) Professional Fees incurred beginning the day after the day on which the Final DIP Agent delivers a Final DIP Termination Declaration, to the extent allowed at any time, whether by interim order, procedural order, or otherwise in an aggregate amount not to exceed $1.5 million. Chapford requires the Debtors to achieve these milestones: (a) October 15, 2022. Either: (i) the Borrowers shall have filed an Approved Plan (as defined in the Final DIP Credit Agreement) or documentation evidencing a financing or other transaction that provides for payment in full in cash of the Final DIP Facility; or (ii) each of (x) the Borrowers shall have filed with this Court the Bidding Procedures and Procedures Motion (each, as defined in the Final DIP Credit Agreement), and (y) the DLP Entities shall have filed with this Court voluntary petitions to become debtors (if this subsection (ii) applies, the "Sale Track"). (b) November 1, 2022. If the Sale Track applies, entry of an order approving the Bid Procedures Motion. (c) December 15, 2022. If the Sale Track applies, completion of an auction for the 363 Sale Transaction. (d) December 31, 2022. If the Sale Track Applies, closing of the 363 Sale Transaction. A copy of the order is available at https://bit.ly/3PIEv48 from Donlin Recano, the claims and noticing agent. About GWG Holdings Inc. Headquartered in Dallas, Texas, GWG Holdings, Inc., conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC and GWG Life's wholly-owned subsidiaries. GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, as president and chief executive officer, GWG Holdings listed $1.57 billion in total assets against $3.64 billion in total liabilities. The case is assigned to Honorable Bankruptcy Judge Marvin Isgur. Charles Stephen Kelley, Esq., at Mayer Brown LLP, is the Debtor's counsel. National Founders LP, as DIP Lender, is represented by Sidley Austin LLP. Cravath, Swaine & Moore LLP serves as counsel to the limited partners and parties financing the Final DIP Agent, Chapford SMA Partnership, L.P. Winston & Strawn LLP serves as counsel to the general partner and manager of Chapford. Lewis & Ellis Inc. serves as consultant and Fifth Season Financial serves as financial advisor to Chapford. HANGER INC: S&P Places 'B+' ICR on CreditWatch Negative ------------------------------------------------------- S&P Global Ratings placed its 'B+' issuer credit rating on Hanger Inc. and its issue-level ratings on CreditWatch with negative implications. The CreditWatch placement reflects S&P's expectation that it could lower the rating following its review of the company's post-transaction capital structure if its financial policy becomes more aggressive resulting in leverage maintained above 5x. The CreditWatch placement follows the company's announcement that it has signed a definitive agreement to be acquired by a financial sponsor Patient Square Capital in a transaction valued at approximately $1.25 billion. S&P said, "If the transaction goes through, we believe the company's private-equity ownership would lead to more aggressive financial policies and result in a more aggressive capital structure than we currently expect for the company. "We expect to resolve the CreditWatch listing when Hanger announces its proposed new capital structure. We could lower the rating if the company's debt leverage increases substantially due to the leveraged buyout. "We may affirm the rating on Hanger if the transaction does not close and the company's operating performance remains in line with our expectations, sustaining leverage below 5x." HERTZ CORP: Claimants Say Order Would Force Lawyer Switch --------------------------------------------------------- Rick Archer of Law360 reports that a group of Hertz customers seeking false arrest damages are asking a Delaware bankruptcy judge to reject a protective order proposed by the company's post-Chapter 11 successor, calling it an attempt to force them to switch counsel in their state court cases. In a motion filed Wednesday, July 20, 2022, the customers argued that the proposed order -- which would move state court false arrest claims to bankruptcy court if the attorney representing the claimants had access to bankruptcy court-ordered discovery -- is an attempt to gain tactical advantage with no foundation in the law. A full-text copy of the article is available at https://www.law360.com/articles/1513920/hertz-arrest-claimants-say-order-would-force-lawyer-switch About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. * * * Hertz Global and its subsidiaries emerged from Chapter 11 bankruptcy at the end of June 2021. Hertz won approval of a Plan of Reorganization that unimpaired all classes of creditors (who are legally deemed to have accepted it) and was approved by more than 97% of voting shareholders. The Plan provided for the existing shareholders to receive more than $1 billion of value. Recovery by shareholders of close to $8 a share was made possible after a fierce competition among bidders for control in the company. Initial offers from potential bidders for Hertz in its bankruptcy offered nothing for equity. Hertz in May 2021 selected investment firms Knighthead Capital Management LLC and Certares Management LLC, joined by other investors including Apollo Global Management Inc. and a group of existing shareholders, as the winning bidders for control of the bankrupt company. A rival group that included Centerbridge Partners LP, Warburg Pincus LLC and Dundon Capital Partners LLC was outbid at auction. Hertz's Plan eliminated over $5 billion of debt, including all of Hertz Europe's corporate debt, and will provide more than $2.2 billion of global liquidity to the reorganized Company. Hertz also emerged with (i) a new $2.8 billion exit credit facility consisting of at least $1.3 billion of term loans and a revolving loan facility, and (ii) an $7 billion of asset-backed vehicle financing facility, each on favorable terms. HOME DECOR: Wins Cash Collateral Access Thru Aug 16 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Home Decor Liquidators, LLC on an interim basis in accordance with the budget, with a 10% variance through August 16, 2022. The Debtor requires the use of ash collateral to operate its business. As previously reported by the Troubled Company Reporter, the Debtor believes Crossroads Financing, LLC and Newtek Small Business Finance are creditors who may assert a claim that is purportedly secured by the Debtor's assets. Documentation available to the Debtor indicates Crossroads' secured interest in the Debtor's assets is subordinated to the interest of Newtek. In addition to Newtek and Crossroads, several other parties assert liens in certain property of the Debtor. For example, certain merchant advance companies may also assert claims in the assets of the Debtor, including IRM Ventures Capital, Spartan Business Solutions LLC, Spin Capital LLC, TYH Funding LLC and Unique Funding Solutions LLC. Commencing July 22, 2022, and each Friday thereafter during the term of the Order, the Debtor will pay $2,500 directly to Crossroads together with the Weekly Variance Report. In the event the Debtor's reported sales for such week are equal to or greater than $75,000 but less than $90,000, the Debtor will pay directly to Crossroads an additional $2,500 within two business days of determining its sales for such week. In the event the Debtor's reported sales for such week are equal to or greater than $90,000, the Debtor will pay directly to Crossroads an additional $5,000 within two business days of determining its sales for such week. Prior to the entry of the Order, the Debtor owed Crossroads $37,500 in unpaid adequate protection setoffs required under the Prior Interim Orders. The Debtor will be required to deduct the Prior Adequate Protection Setoff Arrearage from future inventory sales, any Future ERC Payments that it receives, or otherwise in connection with distributions under a Chapter 11 Plan and immediately remit the Prior Adequate Protection Setoff Arrearage to Crossroads. As adequate protection, each of the Secured Creditors with a valid and perfected security interest or lien is granted a continuing valid, attached, choate, enforceable, perfected and continuing security interest in, and lien upon, all post-petition assets of the Debtor of the same type and to the same extent as the collateral securing the indebtedness of the Debtor to such creditor prior to the Petition Date. These events constitute an "Event of Default:" a. The occurrence of any material breach, default or non-compliance by the Debtor with the terms of the Order (for the purposes of the Order, any breach of Paragraphs 3, 4, 5, or 11 will be deemed to be a material breach); b. Conversion of the Chapter 11 case to a case under Chapter 7; or c. Appointment of a trustee in the Chapter 11 case. The Debtor's authority to use cash collateral will terminate, and will no longer be subject to the terms of the Fourth Interim Order, upon: a. the occurrence of an Event of Default under Paragraph 15(a), in which event the Debtor will have two business days from the date of notification of the Event of Default by Crossroads' counsel, the United States Trustee, or Subchapter V Trustee to remedy the Event of Default, and if the Debtor does not remedy the Event of Default, then the Debtor's authorization to continue using the cash collateral will cease (except and to the extent that Crossroads may otherwise agree in writing) and Crossroads, the United States Trustee, or the Subchapter V Trustee will be entitled to an emergency hearing on either the conversion or dismissal of the Case or for relief from the automatic stay to enable Crossroads to take such steps as it may deem necessary or appropriate, in its discretion, to safeguard its cash collateral; b. payment to such secured creditor of all sums due and owing from the Debtor to such secured creditor, including such attorneys' fees, expenses and interest as the parties may agree upon or the Court will order, pursuant to 11 U.S.C. section 503 or 506; or c. confirmation by the Debtor of a Plan of Reorganization in the Case. A further hearing on the matter is scheduled for August 16 at 11 a.m. A copy of the order and the Debtor's budget for the period from July 10 to August 28 is available at https://bit.ly/3OzUC31 from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $47,231 for the week ending July 10, 2022; $15,431 for the week ending July 17, 2022; $107,089 for the week ending July 24, 2022; $35,731 for the week ending July 31, 2022; $47,231 for the week ending August 7, 2022; $20,731 for the week ending August 14, 2022; $107,089 for the week ending August 21, 2022; and $27,731 for the week ending August 28, 2022; About Home Decor Liquidators, LLC Home Decor Liquidators, LLC r is a business in the furniture store industry that is directed, managed, controlled and coordinated by management located in Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-51278 on February 15, 2022. In the petition signed by Christopher I. Prescott, president, manager, and member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Barbara Ellis-Monro oversees the case. Henry F. Sewell, Jr., Esq., at Law Offices of Henry F. Sewell, LLC, is the Debtor's counsel. IGLESIA CRISTIANA: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Iglesia Cristiana Hefzi-Ba (IS.62) Inc. 200 Ave Interamericana Aguadilla, PR 00603 Business Description: The Debtor is a tax-exempt religious organization. Chapter 11 Petition Date: July 26, 2022 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 22-02170 Debtor's Counsel: Juan C. Bigas-Valedon, Esq. JUAN C. BIGAS PO Box 7011 Ponce, PR 00732-7011 Email: cortequiebra@yahoo.com Total Assets: $2,059,792 Total Liabilities: $405,332 The petition was signed by Deborah Magaly Alvarez Alvarez as pastora. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4ZANPTY/IGLESIA_CRISTIANA_HEFZI-BA_IS62__prbke-22-02170__0001.0.pdf?mcid=tGE4TAMA INPIXON: Signs Deal to Sell $25M Worth of Common Shares ------------------------------------------------------- Inpixon entered into an Equity Distribution Agreement with Maxim Group LLC on July 22, 2022, under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $25 million from time to time through Maxim, acting exclusively as the Company's sales agent. The Company intends to use the net proceeds of the Offering primarily for working capital and general corporate purposes. The Company may also use a portion of the net proceeds to invest in or acquire businesses or technologies that it believes is complementary to its own, although the Company has no current plans, commitments or agreements with respect to any acquisitions as of the date of Current Report on Form 8-K. Any Shares offered and sold in the Offering will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-256827) filed with the Securities and Exchange Commission on June 4, 2021 and declared effective on June 17, 2021, the base prospectus dated June 17, 2021 included in the Form S-3 and the prospectus supplement relating to the Offering. Sales of the Shares through Maxim, if any, will be made by any method that is deemed an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market, or any other existing trading market for the Company's common stock or to or through a market marker. Maxim may also sell the Shares by any other method permitted by law, including in privately negotiated transactions. Maxim will also have the right, in its sole discretion, to purchase Shares from the Company as principal for its own account at a price and subject to the other terms and conditions agreed upon at the time of sale. Maxim will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purchase the Shares under the terms and subject to the condition set forth in the Sales Agreement. The Company will pay Maxim commissions, in cash, for its services in acting as agent in the sale of the Shares. Maxim will be entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per Share sold. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel. The Company is not obligated to make any sales of the Shares under the Sales Agreement and no assurance can be given that the Company will sell any Shares under the Sales Agreement, or if it does, as to the price or amount of Shares that the Company will sell, or the dates on which any such sales will take place. The Sales Agreement will continue until the earliest of (i) 12 months following the date of the Sales Agreement, (ii) the sale of Shares having an aggregate offering price of $25 million, and (iii) the termination by either the Agent or the Company upon the provision of 15 days written notice or otherwise pursuant to the terms of the Sales Agreement. Note Purchase Agreement and Promissory Note On July 22, 2022, the Company entered into a note purchase agreement with Streeterville Capital, LLC, pursuant to which the Company agreed to issue and sell to the Holder an unsecured promissory note in an aggregate initial principal amount of $6,465,000, which is payable on or before the date that is 12 months from the issuance date. The Initial Principal Amount includes an original issue discount of $1,450,000 and $15,000 that the Company agreed to pay to the Holder to cover the Holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the Note, the Holder paid an aggregate purchase price of $5,000,000. The Holder is an affiliate of the holder of an outstanding promissory note of the Company issued on March 18, 2020 with a current outstanding balance as of July 22, 2022 of approximately $1.7 million. The terms of the Note include: Interest. Interest on the Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the Note. Prepayment. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the Holder 115% of the portion of the outstanding balance the Company elects to prepay. Redemption. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the Note is paid in full, the Holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the Note each month by providing written notice delivered to the Company; provided, however, that if the Holder does not exercise any Monthly Redemption Amount in its corresponding month then such Monthly Redemption Amount shall be available for the Holder to redeem in any future month in addition to such future month's Monthly Redemption Amount. Upon receipt of any Monthly Redemption Notice, the Company shall pay the applicable Monthly Redemption Amount in cash to the Holder within five business days of the Company’s receipt of such Monthly Redemption Notice. Monitoring Fee. If the Note is still outstanding on the date that is six months from the issuance date, then a one-time monitoring fee equal to 10% of the then-current outstanding balance shall be added to the Note. Default Events. The Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings), the Holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the Note to be immediately due and payable. Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable at the Mandatory Default Amount. In addition, at any time while the Note is outstanding, if the Company intends to enter into a financing pursuant to which it will issue securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Company's common stock, or (B) are or may become convertible into common stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the common stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition, then the Company must first offer such opportunity to the Holder to provide such financing to the Company on the same terms no later than five trading days immediately prior to the trading day of the expected announcement of the Future Offering. If the Holder is unwilling or unable to provide such financing to the Company within five trading days from the Holder's receipt of notice of the Future Offering from the Company, then the Company may obtain such financing upon the exact same terms and conditions offered by the Company to the Holder, which transaction must be completed within 30 days after the date of the notice. If the Company does not receive the financing within 30 days after the date of the notice, then the Company must again offer the financing opportunity to the Holder as described above, and the process detailed above will be repeated. The Right of First Refusal does not apply to an Exempt Issuance (as defined in the Purchase Agreement) or to a registered offering made pursuant to a registration statement on Form S-1 or Form S-3. In addition, pursuant to the terms of the Purchase Agreement, so long as the Note is outstanding, the Holder has the right to participate in any offering of securities by the Company which contains any term or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder. The Participation Right does not apply in connection with an offering of securities which qualifies as an Exempt Issuance, a transaction under Section 3(a)(10) of the Securities Act of 1933, as amended, a registered offering made pursuant to a registration statement on Form S-1 or Form S-3, or in connection with the satisfaction of outstanding trade payables. The Purchase Agreement also provides for indemnification of the Holder and its affiliates in the event that they incur loss or damage related to, among other things, a breach by the Company of any of its representations, warranties or covenants under the Purchase Agreement. The Company intends to use the net proceeds from the sale of the Note for general working capital purposes. Unregistered Sales of Equity Securities Since the filing of its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 on May 16, 2022, the Company has issued an aggregate of 7,581,252 shares of common stock to the holder of the March 2020 Note in each case at a price per share equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) for a weighted average price per share equal to approximately $0.16 in connection with exchange agreements pursuant to which the Company and the holder agreed to (i) partition new promissory notes in the form of the March 2020 Note in the aggregate original principal amount equal to $1,250,000 and then cause the outstanding balance of the March 2020 Note to be reduced by an aggregate of $1,250,000; and (ii) exchange the partitioned notes for the delivery of the shares of common stock. On July 1, 2022, the Company loaned $150,000 to Cardinal Venture Holdings LLC. The Company is a member of CVH. CVH owns certain interests in the sponsor entity to a special purpose acquisition corporation. The loan bears no interest and is due and payable in full on the earlier of: (i) the date by which the SPAC has to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, and (ii) immediately prior to the date of consummation of the Business Combination of the SPAC, unless accelerated upon the occurrence of an event of default. Nadir Ali, the Company's chief executive officer and director, is also a member in CVH through 3AM, LLC, which may, in certain circumstances, be entitled to manage the affairs of CVH. About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's indoor location data platform and patented technologies ingest and integrate data with indoor maps enabling users to harness the power of indoor data to create actionable intelligence. Inpixon reported a net loss of $70.13 million for the year ended Dec. 31, 2021, a net loss of $29.21 million for the year ended Dec. 31, 2020, a net loss of $33.98 million for the year ended Dec. 31, 2019, and a net loss of $24.56 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $137.23 million in total assets, $16.65 million in total liabilities, $43.17 million in mezzanine equity, and $77.40 million in total stockholders' equity. INTELLIPHARMACEUTICS INT'L: Incurs $841K Net Loss in 2nd Quarter ---------------------------------------------------------------- Intellipharmaceutics International Inc. reported a net loss and comprehensive loss of $840,654 on zero revenue for the three months ended May 31, 2022, compared to a net loss and comprehensive loss of $1 million on $93,427 of revenue for the three months ended May 31, 2021. For the six months ended May 31, 2022, the Company reported a net loss and comprehensive loss of $1.72 million on $16,978 of revenue compared to a net loss and comprehensive loss of $1.92 million on $93,427 of revenue for the same period during the prior year. As of May 31, 2022, the Company had $1.88 million in total assets, $11.74 million in total liabilities, and a total shareholders' deficiency of $9.86 million. As of May 31, 2022, the Company's cash balance was $372,795. The Company currently expects to meet its short-term cash requirements from potential revenues from licensing of its approved generic products or other collaborations, other available financing and by cost savings resulting from reduced R&D activities and staffing levels, as well as quarterly profit share from Par. Effective May 5, 2021 the Company's exclusive license agreements with Tris Pharma, Inc. for generic Seroquel XR, generic Pristiq and generic Effexor XR were mutually terminated. Products were never supplied nor distributed under the licenses. Termination of the exclusive agreements may provide opportunity for the Company to explore options of supplying the products to multiple sources on non-exclusive bases. However, there can be no assurance that the products previously licensed to Tris Pharma will be successfully commercialized and produce significant revenues for the Company. The Company stated, "We will need to obtain additional funding to, among other things, further product commercialization activities and development of our product candidates. Potential sources of capital may include, if conditions permit, equity and/or debt financing, payments from licensing and/or development agreements and/or new strategic partnership agreements. There can be no assurance that we will be able to enter into additional collaborations or, if we do, that such arrangements will be commercially viable or beneficial. "The Company has funded its business activities principally through the issuance of securities, loans from related parties...and funds from development agreements. There is no certainty that such funding will be available going forward or, if it is, whether it will be sufficient to meet our needs. Our future operations are highly dependent upon our ability to source additional funding to support advancing our product candidate pipeline through continued R&D activities and to expand our operations. Our ultimate success will depend on whether our product candidates are approved by the FDA, Health Canada, or the regulatory authorities of other countries in which our products are proposed to be sold and whether we are able to successfully market our approved products. We cannot be certain that we will receive such regulatory approval for any of our current or future product candidates, that we will reach the level of revenues necessary to achieve and sustain profitability, or that we will secure other capital sources on terms or in amounts sufficient to meet our needs, or at all." A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1474835/000165495422009947/ipii_ex993.htm 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. ION GEOPHYSICAL: Life Insurance Says Disclosures Insufficient ------------------------------------------------------------- Life Insurance Company of North America ("LINA") objects to the Disclosure Statement for Joint Chapter 11 Plan of ION Geophysical Corporation and its Affiliated Debtors. LINA and the Debtors are parties to the following agreements (collectively, "Employee Benefits Agreements"), pursuant to which LINA provides ongoing insurance and related services to the Debtors' employees: * Group Accidental Death and Dismemberment Policy, effective January 1, 2021, Policy #SOK 0608437, including all amendments, addendums, exhibits, schedules, riders, etc. related thereto. * Long Term Disability Policy, effective January 1, 2021, Policy #SGD 0612449, including all amendments, addendums, exhibits, schedules, riders, etc. related thereto. * Basic/Voluntary Life Insurance Policy, effective January 1, 2021, Policy #SGM 0611309, including all amendments, addendums, exhibits, schedules, riders, etc. related thereto. * Agreement for Administrative Services Only (STD), effective January 1, 2021, #SHD 0500497, including all amendments, addendums, exhibits, schedules, riders, etc. related thereto (the "STD Agreement"). LINA objects to the Combined Plan because it contains insufficient information regarding the treatment of the Employee Benefits Agreements under the Combined Plan, and because it does not adequately provide for the satisfaction of the Debtors' cure obligations. LINA claims that the Combined Plan does not list the contracts to be assumed thereunder. Rather, the Combined Plan incorporates the Plan Supplement to designate the contracts that will be assumed. LINA states that contract counterparties such as LINA did not know the treatment or disposition of their contracts prior to the deadline for voting and objecting to the Combined Plan. In fact, such treatment may not be known until after the Confirmation Hearing, or even after the Effective Date. The information in the Combined Plan is inadequate for purposes of 11 U.S.C. § 1125(b). LINA asserts that the Combined Plan must be altered to provide that final notice of proposed assumption or rejection of each of the Employee Benefits Agreements will be provided to LINA and its undersigned counsel at least 5 business days prior to the deadlines for voting on, and objecting to, the Combined Plan. Additionally, to satisfy their cure obligations, and as a condition precedent to any assumption of the STD Agreement, the Debtors must fund all amounts necessary to process and pay all eligible short-term disability claims incurred by eligible employees and their eligible dependents prior to the Assumption Effective Date. LINA expressly objects to the $0 cure amounts proposed by the Plan Supplement. Counsel for Life Insurance Company: CONNOLLY GALLAGHER LLP Jeffrey C. Wisler (admitted pro hac vice) 1201 North Market Street, 20th Floor Wilmington, DE 19801 Telephone: (302) 757-7300 Facsimile: (302) 658-0380 jwisler@connollygallagher.com HUNTON ANDREWS KURTH LLP Timothy A. ("Tad") Davidson II State Bar No. 24012503 600 Travis Street, Suite 4200 Houston, TX 77002 Telephone: (713) 220-4200 taddavidson@huntonak.com About ION Geophysical Corp. Headquartered in Houston, Texas, ION (NYSE: IO) -- http://www.iongeo.com/ -- isan innovative, asset light global technology company that delivers powerful data-driven decision-making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. The Company provides its services and products through two business segments -- E&P Technology & Services and Operations Optimization. Ion Geophysical Corp. and its affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 22-30987) on April 12, 2022. In the petition filed by Mike Morrison, as authorized signatory, Ion Geophysical estimated assets between $10 million and $50 million and estimated liabilities between $100 million and $500 million. The cases are assigned to Honorable Judge Bankruptcy Judge Christopher M. Lopez. WINSTON & STRAWN LLP, is the Debtor's counsel. FTI CONSULTING, INC., is the financial consultant and PERELLA WEINBERG PARTNERS LP is the investment banker. EPIQ CORPORATE RESTRUCTURING, LLC is the claims agent. ION GEOPHYSICAL: Plan is Neither Fair Nor Equitable, Committee Says ------------------------------------------------------------------- The Official Committee of Unsecured Creditors (the "Committee") of ION Geophysical Corporation and its affiliated debtors (collectively, the "Debtors") objects to confirmation of the First Amended Joint Chapter 11 Plan of the Debtors. In an effort to ensure a meaningful recovery to unsecured creditors, something that was notably absent from the Debtors' original proposed plan, the Committee engaged in extensive negotiations with the Debtors and the secured lenders. Ultimately, the Committee was able to obtain the secured lenders' agreement to provide meaningful value for the benefit of unsecured creditors. This includes the secured lenders' agreement to: (1) waive approximately $87 million in deficiency claims; (2) carve out from their collateral $1.55 million in cash (less Committee professional fees in excess of the DIP budget and the unsecured notes trustee's fees and expenses in excess of $75,000); and (3) carve out from their collateral four percent of all collateral proceeds through the sale of the Debtors' assets. These contributions are worth more than $3 million and will benefit the Debtors' estates and their unsecured creditors. The Committee claims that the Debtors incorporated all of the terms negotiated between the secured lenders and the Committee in the Plan, with one exception. The Debtors refuse to allow the estates to retain claims against the non-lender appointed directors and officers. Instead, the Plan provides blanket releases for not only those officers and directors on whose behalf over $3 million of value is being provided to the Debtors' estates, but also for those directors and officers who are contributing nothing. This violates well-settled Fifth Circuit law by providing valuable releases in exchange for nothing. It also has the effect of releasing $30 million in director and officer insurance coverage that is one of the estates' most valuable unencumbered assets. The Committee points out that the Debtors' attempt to release all current directors and officers under the Plan cannot satisfy this Court's requirement for approval of debtor releases. This Court has recognized that a settlement cannot meet this standard where a release is given in exchange for no consideration. The Committee asserts that the prospect of ongoing litigation against these individuals has no negative consequence for the Debtors. These individuals are not entitled to plan releases just for participating in the process. Absent evidence of fair consideration for these releases, they are neither equitable nor in the best interests of the Debtors' estates. The Committee further asserts that the release of these individuals is not the product of arms'-length negotiation. It is simply a condition imposed upon the estates for the benefit of the same individuals who needed to approve the Plan filing. And it has significant consequences for unsecured creditor by effectively releasing the estates' single largest unencumbered asset, the $30 million in D&O insurance coverage. There is no justification for these releases and they should not be approved. Counsel to the Official Committee of Unsecured Creditors: WHITE & CASE LLP Charles Koster (Texas Bar No. 24128278) 609 Main Street, Suite 2900 Houston, TX 77002 Telephone: (713) 496-9700 Email: charles.koster@whitecase.com Brian Pfeiffer (admitted pro hac vice) Amanda Parra Criste (admitted pro hac vice) 200 South Biscayne Boulevard, Suite 900 Miami, FL 33131 Telephone: (305) 371-2700 Email: brian.pfeiffer@whitecase.com Email: aparracriste@whitecase.com Jason N. Zakia (admitted pro hac vice) Gregory Pesce (admitted pro hac vice) 111 South Wacker Drive, Suite 5100 Chicago, IL 60606 Telephone: (312) 881-5400 Email: jzakia@whitecase.com Email: gregory.pesce@whitecase.com About ION Geophysical Corp. Headquartered in Houston, Texas, ION (NYSE: IO) http://www.iongeo.com/ -- isan innovative, asset light global technology company that delivers powerful data-driven decision making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. The Company provides its services and products through two business segments -- E&P Technology & Services and Operations Optimization. Ion Geophysical Corp. and its affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 22-30987) on April 12, 2022. In the petition filed by Mike Morrison, as authorized signatory, Ion Geophysical estimated assets between $10 million and $50 million and estimated liabilities between $100 million and $500 million. The cases are assigned to Honorable Judge Bankruptcy Judge Christopher M. Lopez. WINSTON & STRAWN LLP, is the Debtor's counsel. FTI CONSULTING, INC., is the financial consultant and PERELLA WEINBERG PARTNERS LP is the investment banker. EPIQ CORPORATE RESTRUCTURING, LLC is the claims agent. ION GEOPHYSICAL: Shearwater GeoServices Says Disclosures Inadequate ------------------------------------------------------------------- Shearwater GeoServices Limited objects to First Amended Joint Chapter 11 Plan of Reorganization of ION Geophysical Corporation and Its Debtor Affiliates. GX Technology Corporation ("GX Tech"), one of the debtors, and Shearwater are parties to three agreements, which establish the parties' relationship with respect to certain seismic acquisition, processing, and licensing projects: (1) the Master Cooperation Agreement dated May 2, 2018 ("MCA"), (2) the Supplemental Agreement No. 1 to the Master Cooperation Agreement dated August 14, 2020 ("Phase 1 Agreement"); and (3) the Supplemental Agreement No. 2 to the Master Cooperation Agreement dated March 15, 2021 ("Phase 2 Agreement") (the MCA, the Phase 1 Agreement, and Phase 2 Agreement are collectively "Shearwater Agreements"). To the extent that the Debtors intend to maintain the Debtors' rights to receive revenues under any of the license agreements involving the license or use of the Phase 1 Data and the Phase 2 Data and such revenues include Shearwater's property ("Shearwater Revenue") in accordance with the Shearwater Agreements, Shearwater objects to the Plan. Shearwater further objects to any revenues that constitute Shearwater Revenue from being vested in the Debtors free and clear of Shearwater's ownership interest in such revenues. Likewise, disclosure has been inadequate as GX Tech has not disclosed whether any of the Shearwater Revenue will be transferred to Shearwater, improperly kept by the Debtors, or sold to TGS, the proposed buyer. Shearwater also has filed an objection to the sale of certain assets to TGS, and that sale objection is incorporated hereto into this Objection. Counsel for Shearwater: FOLEY & LARDNER LLP John P. Melko jmelko@foley.com Texas State Bar No. 13919600 Sharon M. Beausoleil sbeausoleil@foley.com Texas State Bar No. 24025245 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Telephone: 713.276.5500 About ION Geophysical Corp. Headquartered in Houston, Texas, ION (NYSE: IO) --http://www.iongeo.com/ -- isan innovative, asset light global technology company that delivers powerful data-driven decision making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. The Company provides its services and products through two business segments -- E&P Technology & Services and Operations Optimization. Ion Geophysical Corp. and its affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 22-30987) on April 12, 2022. In the petition filed by Mike Morrison, as authorized signatory, Ion Geophysical estimated assets between $10 million and $50 million and estimated liabilities between $100 million and $500 million. The cases are assigned to Honorable Judge Bankruptcy Judge Christopher M. Lopez. WINSTON & STRAWN LLP, is the Debtor's counsel. FTI CONSULTING, INC., is the financial consultant and PERELLA WEINBERG PARTNERS LP is the investment banker. EPIQ CORPORATE RESTRUCTURING, LLC is the claims agent. ISABEL ENTERPRISES: Seeks to Hire Stoel Rives as Legal Counsel -------------------------------------------------------------- Isabel Enterprises, Inc. and Isabel, LLC seek approval from the U.S. Bankruptcy Court for the District of Oregon to employ Stoel Rives, LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. providing legal advice regarding local rules, practices, precedent and procedures, and providing substantive and strategic advice to the Debtors with respect to their fiduciary duties, post-petition operations, relief from this court that may be necessary for the Debtors to restructure their debts and reorganize their operations, alternative financing options, formulation of a joint Chapter 11 plan, and prosecution of the confirmation of the plan; b. appearing in court, in depositions, and at any meeting with the U.S. for the District of Oregon and any meeting of creditors at any given time on behalf of the Debtors, as their counsel; c. working with counsel to parties in interest, including creditors, the U.S. Trustee, and the subchapter V trustee; d. negotiating, drafting, reviewing, commenting, and preparing agreements, motions, complaints, documents, and discovery materials to be filed with the court as counsel to the Debtors; e. advising and assisting the Debtors with respect to their reporting requirements under the Bankruptcy Code; f. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; and g. performing various services in connection with the administration of the cases. The firm will be paid at these rates: Partners $410 to $950 per hour Of Counsel $355 to $720 per hour Associates $305 to $575 per hour Paralegals/Professional Staff $130 to $450 per hour Stoel Rives will be paid a retainer in the amount of $10,000 and will be reimbursed for its out-of-pocket expenses. Oren Haker, Esq., a partner at Stoel Rives, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Oren B. Haker, Esq. Stoel Rives, LLP 760 SW Ninth Avenue, Suite 3000 Portland, OR 97205 Tel: (503) 224-3380 Fax: (503) 220-2480 Email: oren.haker@stoel.com About Isabel Enterprises Isabel Enterprises, Inc.'s affiliate Isabel LLC owns two tax lots consisting of a commercial unit located at 330 NW 10th Ave., Suite 116, Portland, Ore., and a related parking unit. Historically, Isabel LLC leased the property to Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl. Amid deteriorating conditions in the neighborhood and the pandemic, the restaurant shut operations in July 2019. Amid an impending sale of the property as a result of a foreclosure action initially instituted by the Condominium Owners' Association, Isabel Enterprises and Isabel LLC sought Chapter 11 protection (Bankr. D. Ore. Lead Case No. 22-30801) on May 18, 2022. In its petition, Isabel Enterprises was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Peter C. Mckittrick oversees the cases. Oren B. Haker, Esq., at Stoel Rives, LLP is the Debtors' counsel. JJJCC & K: Files for Chapter 11 Again Without Counsel ----------------------------------------------------- Carline Williams, owner of JJJ CC & K Management Corp., has again filed a Chapter 11 petition for the company. On Dec. 16, 2021, JJJCC & K Management, pro se, filed a voluntary petition for relief under Chapter 11 of Title 11 U.S.C. The Court issued a notice of hearing to consider dismissal or conversion of the case due to the Debtor's failure to be represented counsel. Neither the Debtor's principal nor a bankruptcy counsel appeared at the Feb. 15, 2022 hearing. On Feb. 17, 2022, the Court entered an order dismissing the case. On July 21, 2022, Carline Williams again signed a Chapter 11 petition for JJJCC & K Management. The new petition indicates that the Debtor is not represented by an attorney. Aside from JJJCC, Carline Williams has filed for bankruptcy in the past: * On March 22, 2017, Carline Williams, by counsel, filed an individual voluntary petition for relief under Chapter 13 of Title 11 U.S.C., which was subsequently dismissed on August 24, 2017; and * On Dec. 7, 2017, Carline Williams, by counsel, filed an individual voluntary petition for relief under Chapter 13 of Title 11 U.S.C., which was subsequently dismissed on August 2, 2018; and * On Oct. 17, 2018, Carline Williams dba JJJCC & K Management Corp., pro se, filed an individual voluntary petition for relief under Chapter 11 of Title 11 U.S.C., which was subsequently dismissed on Jan. 12, 2019, with prejudice, barring Carline Williams d/b/a JJJCC & K Management Corp. from refiling any bankruptcy case for two years from the date of entry of the dismissal order. About JJJCC & K Management Corp JJJCC & K Management Corp. is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). JJJCC & K Management Corp. and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41739). on July 21, 2022, the Debtor estimated assets and liabilities between $1 million and $10 million each. JUST BELIEVE: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: Just Believe Recovery Center of Port Saint Lucie, LLC DBA Just Believe Recovery Center DBA JBRC Medical DBA Just Believe Recovery Center of Carbondale 1802 NE Jensen Beach Boulevard Jensen Beach, FL 34957 Business Description: Just Believe Recovery Center is a residential drug & alcohol addiction treatment center that offers personalized treatment options. Chapter 11 Petition Date: July 27, 2022 Court: United States Bankruptcy Court Southern District of Florida Case No.: 22-15739 Judge: Hon. Mindy A. Mora Debtor's Counsel: Craig I. Kelley, Esq. KELLEY, FULTON & KAPLAN, P.L. 1665 Palm Beach Lakes Blvd The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: 561-491-1200 Email: craig@kelleylawoffice.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Cynthia Bellino as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/I2CRO5Q/Just_Believe_Recovery_Center_of__flsbke-22-15739__0001.0.pdf?mcid=tGE4TAMA KUMTOR GOLD: Gebre Says Case Dismissal Unfair to Creditors ---------------------------------------------------------- A company seeking to press an $18.1 million claim against a Central Asian subsidiary of Centerra Gold Co., Kumtor Gold, has asked a New York bankruptcy judge to reject a motion to dismiss the subsidiary's Chapter 11 case, saying it would leave overseas creditors in the lurch. In an objection filed Wednesday, July 20, 2022, Gebre LLC said the deal struck between Canadian-based Centerra and the government of Kyrgyzstan to end their disputes over the Kumtor gold mine and the bankruptcy case of the mine's operator would unfairly pay a limited number of claims while leaving it and other foreign creditors with no way to collect. "Following a prolonged dispute between the Debtors' shareholders and the Kyrgyz Republic, Centerra Gold Inc., the Kyrgyz Republic and Kyrgyzaltyn JSC have negotiated a resolution to their disputes over, among other things, control of the Debtors. In connection with this shareholder settlement, the Debtors seek to dismiss these Chapter 11 Cases. The Debtors allege that cause exists to dismiss these Chapter 11 Cases and that dismissal and entry into the Global Arrangement Agreement is in the best interest of their creditors, but this is not the case," Gebre said in court filings. "After being in these chapter 11 cases for over a year at the expense of their creditors, the Debtors presented a 'smoke and mirrors' insider settlement with full-blown insider releases that, if approved, would leave the Debtors' creditors empty-handed. If these cases are dismissed, certain administrative creditors will receive preferential treatment in the form of immediate payment from Centerra Gold Inc. while others receive nothing. Notwithstanding the Debtors' receipt of $50 million in connection with execution of the Global Arrangement Agreement, no recoveries are proposed for other creditors on account of their claims. In fact, any remaining assets of the Debtors would be well out of reach for the remaining creditors as a result of dismissal in connection with the proposed settlement." Counsel for Gebre LLC: Jamila Justine Willis DLA PIPER LLP (US) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 E-mail: jamila.willis@us.dlapiper.com About Kumtor Gold Inc. Centerra Gold Inc. is a Canadian mining company that owns and operates the Kumtor Gold Mine in the Kyrgyz Republic. Centerra placed subsidiaries, Kumtor Gold Co and Kumtor Operating Co., into Chapter 11 bankruptcy in the U.S. following nationalization of the miner's Kumtor gold mine by the Kyrgyz Republic, a former Soviet republic. Kumtor Gold Company CSJC and Kumtor Operating Company CSJC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 21-11051 to 21-11052) on May 31, 2021. Kumtor Gold was estimated to have $1 billion to $10 billion in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Lisa G. Beckerman is the case judge. Sullivan & Cromwell LLP, led by James L. Bromley, is the Debtor's counsel. Stikeman Elliot LLP is the co-counsel. LIVEWELL ASSISTED: Trustee Taps Richard P. Cook as Special Counsel ------------------------------------------------------------------ Kevin Sink, the Chapter 11 trustee for Livewell Assisted Living, Inc., received approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Richard P. Cook, PLLC as his special counsel. The firm will represent the Debtor in litigation-related matters, including potential Chapter 5 causes of action, regarding challenges to the claims, liens and other asserted positions of certain parties who may have loaned or advanced funds to the Debtor. The firm will be paid at the rate of $350 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard P. Cook, Esq., a partner at Richard P. Cook, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard P. Cook, Esq. Richard P. Cook, PLLC 7036 Wrightsville Ave 101 Wilmington, NC 28403 Tel: (910) 399-3458 About Livewell Assisted Living Livewell Assisted Living, Inc. operates in the continuing care retirement communities industry and is based in Chapel Hill, N.C. Livewell Assisted Living filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 22-00264) on Feb. 7, 2022, listing up to $500,000 in assets and up to $10 million in liabilities. Judge David M. Warren oversees the case. Travis Sasser, Esq., at Sasser Law Firm represents the Debtor as legal counsel. Kevin L. Sink, the Chapter 11 trustee for the Debtor, tapped Waldrep Wall Babcock & Bailey, PLLC as bankruptcy counsel and Richard P. Cook, PLLC as special counsel. LIZARD IN LOS ANGELES: Case Summary & Seven Unsecured Creditors --------------------------------------------------------------- Debtor: Lizard In Los Angeles, LLC 14 Wall Street New York, NY 10005 Chapter 11 Petition Date: July 26, 2022 Court: United States Bankruptcy Court Central District of California Case No.: 22-14049 Judge: Hon. Sandra R. Klein Debtor's Counsel: David B. Golubchik, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Email: dbg@lnbyg.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jack Deng as authorized representative. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RM7JL7I/Lizard_In_Los_Angeles_LLC__cacbke-22-14049__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Seven Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. ASAP/Adam Sokol Professional $0 Architecture Practi Services 530 South Hewitt Street Suite 535 Los Angeles, CA 90013 Tel: (213) 372-5300 2. Baker Tilly Professional $0 15760 Ventura Blvd, Services Ste 1100 Encino, CA 91436 Tel: (818) 981-2600 3. Geotechnologies, Inc. Consultant $0 439 Western Ave Glendale, CA 91201 Tel: (818) 240-9600 4. John Labib Structural $0 Structural Engineers Engineer 319 Main St Services El Segundo, CA 90245 Tel: (213) 239-9700 5. Kimberlina Whetted Professional $0 and Associates Services 241 S. Figueroa Street Suite 250 Los Angeles, CA 90012 Tel: (213) 228-5303 6. Los Angeles County Real Property Unknown Tax Collector P.O. Box 54018 Los Angeles, CA 90054-0018 7. Nabih Youssef Engineering $0 Associates Services Structural 550 South Hope Street Suite 1700 Los Angeles, CA 90071 Tel: (213) 362-0707 MAGIC DESIGNS: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Magic Designs, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral on a final basis through the date of confirmation of a chapter 11 subchapter V plan or dismissal of the case. The Debtor requires the use of cash collateral to pay its normal and ordinary operating expenses as they come due in the ordinary course of the Debtor's business. At this time the Debtor has a few judgment creditors that assert an interest in the Debtor's cash, most of which are disputed. The Debtor submits that the secured creditors will not be harmed in any way by the Debtor's use of cash collateral. Without the proposed use of cash collateral, the Debtor will not have any liquidity to operate its business and will be unable to fund its ordinary course expenditures or pay the expenses necessary to administer the chapter 11 case. The Debtor asserts it is a viable operating entity whose going concern value must be maintained in order for the Debtor to maximize its value for all creditors and parties in interest, and for the Debtor to successfully reorganize. A copy of the motion is available at https://bit.ly/3OFfqpz from PacerMonitor.com. About Magic Designs, Inc. Magic Designs, Inc. is a clothing manufacturer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13987) on July 23, 2022. In the petition signed by Xanlhyl Zuleika Nuno Aquiono, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Tamar Terzian, Esq., at Epps and Coulson, LLP is the Debtor's counsel. MASTER EQUITY: UST Says Cannabis-Tied Bankruptcy Must Be Tossed --------------------------------------------------------------- Andrew R. Vara, United States Trustee for Regions 3 and 9, filed a motion to dismiss the Chapter 11, Subchapter V case of Master Equity Group LLC due to its connections to the medical and recreational cannabis industry. "As the primary and motivating purpose of this Subchapter V case, Debtor Master Equity Group, LLC ("Debtor") is attempting to leverage the automatic stay provided under the Bankruptcy Code to alter the course of ongoing litigation with its former landlord, Shamrock Rental Properties, L.P./Martin O'Connor. In so doing, Debtor is benefiting from one set of federal laws even as it is openly violating the federal Controlled Substances Act because essentially all of Debtor's dozens of employees are "leased" to Debtor's two sub-tenant affiliates, who in turn provide all of the labor used to grow and process the marijuana plants by one affiliate for distribution and sale by the other affiliate. Debtor also provides the centralized management, accounting, and payroll services for its affiliates, billing them for performing these functions, as well as recouping the sunk costs of having equipped their respective business premises to facilitate the growth, cultivation, processing, marketing, and retail sale of marijuana," the U.S. Trustee told the Court. "By deriving all its earnings, cashflow and income from the growing, processing and retail sale of recreational and medical marijuana, the only possible way for the Debtor to fund any Chapter 11 plan of reorganization is to use the proceeds of criminally illegal activity." The U.S. Trustee also noted that as demonstrated by the Debtor's Monthly Operating Reports and 90-day financial projections, even without paying the costs of the ongoing litigation with its former landlord, the Debtor is not financially viable. The U.S. Trustee points out that even artificially treating the disputed obligations owed to Shamrock as zero, using Debtor's projected net monthly income of $2,382.53, it would take over 80 months to pay a minimal 5% dividend to the Debtor's listed unsecured creditors' claims of $3,823,260. Adding in the Shamrock claims as filed would increase total unsecured debt to $5,466,909.80 and extend the plan duration to nearly 115 months -- just shy of 10 years -- to pay the same 5% recompense. About Master Equity Group Master Equity Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 22-00818) on April 20, 2022, listing up to $500,000 in both assets and liabilities. Adam Tucker, chief executive officer, signed the petition. Judge John T. Gregg oversees the case. The Debtor tapped Steinberg Shapiro & Clark and Robert Bassel, Esq., as the Debtor's legal counsel. MAYAN POOLS: Wins Access to Cash Collateral Thru Aug 16 ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, authorized Mayan Pools & Sports Construction, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through the date of the final hearing. The final hearing is scheduled for August 16, 2022 at 11 a.m. The Debtor requires the use of cash collateral to fund critical operations. The Debtor is a borrower on certain loans with ODK Capital, LLC and the United States Small Business Administration, which assert security interests in certain of the Debtor's personal property. To provide adequate protection for the Debtor's use of cash collateral, the Lenders are granted a valid and properly-perfected lien on all property acquired by the Debtor after the Petition Date. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of the Order. A copy of the order is available at https://bit.ly/3BeFHrW from PacerMonitor.com. About Mayan Pools & Sports Construction, LLC Mayan Pools & Sports Construction, LLC provides commercial and residential swimming pool construction and remodeling services and other outdoor living construction services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-40744) on June 20, 2022. In the petition signed by Jeff Anderson, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. William A. Rountree, Esq., at Rountree, Leitman Klein & Geer, LLC is the Debtor's counsel. MESO DELRAY: Taps Athan Prakas of Parkas & Co as Broker ------------------------------------------------------- Meso Delray LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Athan Prakas, a broker at Parkas & Co, Inc. The broker will market and sell the Debtor's restaurant located on the intercoastal at 900 E Atlantic Ave., Delray, Fla. The broker will be paid a commission of 6 percent of the selling price. Athan Prakas, a partner at Parkas & Co, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Athan Prakas Parkas & Co, Inc. 1800 NW 1st Court Boca Raton, FL 33432 Tel: (561) 368-0003 About Meso Delray Meso Delray LLC, doing business as Meso Beach House, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22388) on June 24, 2022. H. Bruce Bronson, Jr., of Bronson Law Offices, P.C., is the Debtor's counsel. MINNESOTA ATHLETIC: Court OKs Deal on Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Minnesota authorized Minnesota Athletic Apparel, Inc. to use cash collateral on an interim basis in accordance with its stipulation with U.S. Bank National Association. The parties agreed the Debtor may use cash collateral through October 31, 2022. The Debtor owed US Bank, its primary lender, $100,661. The Debtor has had a long-established working relationship with US Bank. The Debtor's loan transactions with US Bank are evidenced by: -- the Installment or Single Payment Note dated July 23, 2010 in the original amount of $100,000; -- the Cash Flow Manager Line of Credit Agreement and Terms with Guaranty dated October 22, 2018; and -- U.S. Bank Cash Flow Manager Security Agreement dated October 22, 2018. Pursuant to the Loan Documents, US Bank was granted liens in all or substantially all of the Debtor's assets, including but not limited to its equipment, machinery, inventory, accounts and accounts receivable. US Bank's prepetition lien was perfected by the filing of a UCC-1 financing statements, most recently on November 19, 2018. The Debtor's business income is projected to be approximately $190,000 per month during the term of the stipulation. The debt to US Bank includes an amount of an overdraft that was paid by US Bank. The US Bank debt totaled $100,662 as of the bankruptcy filing date. The Debtor will make monthly adequate protection payments in the amount of $369, which reflects interest accruing at the rate stated pre-petition. The Debtor will provide post-petition replacement liens to secure US Bank against any diminution of value of its collateral and maintain insurance on all property. A copy of the stipulation is available at https://bit.ly/3vj2bEn from PacerMonitor.com. A copy of the order is available at https://bit.ly/3b7plGO from PacerMonitor.com. About Minnesota Athletic Apparel Minnesota Athletic Apparel, Inc., a company in Minnetonka, Minn., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Minn. Case No. 22-40635) on April 22, 2022, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. Steve Gnoza, president of Minnesota Athletic Apparel, signed the petition. Judge William J. Fisher oversees the case. Joseph W. Dicker, P.A. and Cardone Ventures, LLC serve as the Debtor's legal counsel and business consultant, respectively. MOUNTAIN PROVINCE: Releases Q2 2022 Production, Sales Results ------------------------------------------------------------- Mountain Province Diamonds Inc. announced production and sales results for the second quarter ended June 30, 2022 from the Gahcho Kue Diamond Mine. All figures are expressed in Canadian dollars unless otherwise noted. Additionally, the Company provided updated FY 2022 production guidance which reflects a slower-than-planned ramp up following Covid-19 and process facility-related difficulties in Q1/22. These challenges are being addressed and significant improvements in dilution management, processed grade and process plant availability have been achieved throughout June 2022, and leading into Q3/22. Q2 Sales Highlights * 16% Increase in Carats Sold. The Company sold 586,763 carats in Q2 2022, a 16% increase relative to Q1 2022. * 2nd Highest Quarterly Revenue. Total proceeds of US$76M representing the second highest quarterly revenue in the Company's history and a 14% increase relative to that achieved in Q1 2022. * Positive Price Environment. The strong average value per carat of US$130 follows closely to the unprecedented price growth during the Q1/22. The rough diamond market continues to experience strong demand supported by solid US retail results. Further support to the market is anticipated from jewellery retail in China as Covid restrictions ease in that country. Mark Wall, the Company's president and chief executive officer, commented: "Production during the quarter improved from Q1 and reached our daily targets over the past month. The action plan that has been developed to drive operational improvements is working, however efforts to recover from the lower production throughout Q1 were slower than anticipated, and as such it is appropriate to provide updated production and cost guidance to the market. Despite this, I am pleased to see the diamond market continues to remain strong, with our second highest revenue in history achieved in Q2. With this improved financial position, we continue to remain on track with our refinancing and strategic objectives." Q2 Production Takeaways * 749,821 ore tonnes treated, an 8% decrease relative to Q2 2021, and a 6% increase relative to Q1 2022 (Q2 2021: 811,171 tonnes treated; Q1 2022, 707,553 tonnes treated) * 1,260,899 carats recovered, 29% lower than Q2 2021, and a 6% increase relative to Q1 2022 (Q2 2021: 1,763,556 carats recovered, Q1 2022: 1,185,156 carats recovered) * Average grade of 1.68 carats per tonne, a 23% decrease relative to Q2 2021, and unchanged relative to Q2/22 (Q2 2021: 2.17 carats per tonne, Q1 2022: 1.68 carats per tonne) Revised Operating and Cost Guidance for 2022 (all figures quoted on a 100% basis) Challenges in Q1 related to a Covid outbreak, process plant availability and higher than planned external dilution continued into the second quarter, leading to lower than expected production. These are progressively being remedied heading into H2/22, evidenced by production of 502,778 carats in June 2022, a 26% increase relative to May 2022. Action plans to ensure these issues do not occur in the future are in place, and leading to improvements in process plant availability and processed grade, which are being tracked closely by management. With the impact of Q2 performance on full year expected numbers, it is appropriate to issue revised production and cost guidance for the 2022 operating year to the market. The Company expects: * 34 - 38 million total tonnes mined (ore and waste) - Previously 35 - 40 million total tonnes mined (ore and waste) * 3.75 - 4.30 million ore tonnes mined - Unchanged * 3.00 - 3.20 million ore tonnes treated - Previously 3.35 - 3.60 million ore tonnes treated * 5.6 - 5.8 million carats recovered - Previously 6.2 - 6.4 million carats recovered * Production costs of $140 - $146 per tonne treated - Previously $131 - $137 per tonne treated * Production costs of $76 - $80 per carat recovered - $71 - $76 per carat recovered * Sustaining Capital Expenditure of $11 million - Unchanged The increase in cost guidance is directly related to fewer tonnes treated and carats recovered relative to previous expectations. The operation has not seen significant gross cost increases over-and-above those reflected in previous cost guidance. About Mountain Province Mountain Province Diamonds Inc. is a Canadian-based resource company listed on the Toronto Stock Exchange under the symbol 'MPVD'. The Company's registered office and its principal place of business is 161 Bay Street, Suite 1410, P.O. Box 216, Toronto, ON, Canada, M5J 2S1. The Company, through its wholly owned subsidiaries 2435572 Ontario Inc. and 2435386 Ontario Inc., holds a 49% interest in the Gahcho Kue diamond mine, located in the Northwest Territories of Canada. De Beers Canada Inc. holds the remaining 51% interest. The Joint Arrangement between the Company and De Beers is governed by the 2009 amended and restated Joint Venture Agreement. Mountain Province reported net income of C$276.17 million for the year ended Dec. 31, 2021, compared to a net loss of C$263.43 million for the year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had C$877.50 million in total assets, C$413.31 million in total current liabilities, C$336,000 in lease obligations, C$92.39 million in decommissioning and restoration liability, C$20.72 million in deferred income tax liabilities, and C$350.74 million in total shareholders' equity. Toronto, Canada-based KPMG LLP, the Company's auditor since 1999, issued a "going concern" qualification in its report dated March 28, 2022, citing that the Company faces liquidity challenges as a result of liabilities with maturity dates through December 2022 and short-term financial liquidity needs that raises substantial doubt about its ability to continue as a going concern. MOUNTAIN RECOVERY: Taps Wadsworth as Bankruptcy Counsel ------------------------------------------------------- Mountain Recovery LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C. as counsel. The firm's services include: a. preparation on behalf of Debtor of all necessary reports, orders and other legal papers required in this chapter 11 proceeding; b. performance of all legal services for Debtor as debtor-in-possession which may become necessary herein; and c. representation of Debtor in any litigation which Debtor determines is in the best interest of the estate whether in state or federal court. The firm will be paid at these rates: David V. Wadsworth $450 per hour Aaron A. Garber $450 per hour David J. Warner $375 per hour Aaron J. Conrardy $375 per hour Lindsay S. Riley $300 per hour Paralegals $125 per hour The firm received from the Debtor a retainer of $26,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David V. Wadsworth, Esq., a partner at Wadsworth Garber Warner Conrardy, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David V. Wadsworth, Esq. Aaron J. Conrardy, Esq. Wadsworth Garber Warner Conrardy, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 Email: dwadsworth@wgwc-law.com aconrardy@wgwc-law.com About Mountain Recovery Mountain Recovery LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 22-12421) on _ July 6, 2022, disclosing as much as $1 million in both assets and liabilities. The Debtor is represented by Wadsworth Garber Warner Conrardy, P.C. MOUNTAINSKY LANDSCAPING: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: MountainSky Landscaping LLC 5430 CR 15 Fort Lupton, CO 80621 Chapter 11 Petition Date: July 26, 2022 Court: United States Bankruptcy Court District of Colorado Case No.: 22-12744 Judge: Hon. Kimberley H. Tyson Debtor's Counsel: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Email: dwadsworth@wgwc-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Peter Church as member/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/FFHKH2I/MountainSky_Landscaping_LLC__cobke-22-12744__0001.0.pdf?mcid=tGE4TAMA NATIONWIDE FREIGHT: Taps Burke Warren MacKay as Legal Counsel ------------------------------------------------------------- Nationwide Freight Systems, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Burke Warren MacKay & Serritella, P.C. to serve as legal counsel in its Chapter 11 case. The firm will provide these services: a. prepare necessary applications, motions, answers, orders, adversary proceedings, reports and other legal papers; b. provide the Debtor with legal advice with respect to its rights and duties involving its property as well as its reorganization efforts; c. appear in court and litigate whenever necessary; d. prepare and file a plan of reorganization and proceed to confirm such plan; and e. perform other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of the case. David Welch, Esq., and Brian Welch, Esq., the firm's attorney who will be representing the Debtor, charge $520 per hour and $360 per hour, respectively. The retainer fee is $42,000. David Welch, Esq., a partner at Burke Warren MacKay & Serritella, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David K. Welch, Esq. Brian P. Welch, Esq. Burke Warren MacKay & Serritella, P.C. 330 N. Wabash Ave., Suite 2100 Chicago, IL 60611 Tel: (312) 840-7000 Fax: (312) 840-7900 Email: dwelch@burkelaw.com About Nationwide Freight Systems Nationwide Freight Systems, Inc. is an asset-based transportation and logistics provider located in Elgin, Ill. 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. Nationwide Freight Systems 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. Burke, Warren, Mackay and Serritella, PC is the Debtor's legal counsel. NORWICH ROMAN: Taps Michael Hogan as Unknown Claims Representative ------------------------------------------------------------------ The Norwich Roman Catholic Diocesan Corporation seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Michael Hogan, a retired judge, to serve as legal representative for persons who may have sexual abuse claims but did not, as a result of a valid legal excuse, timely submit a proof of claim in its Chapter 11 case. Mr. Hogan will render these services: (a) undertake an investigation and analysis to assist the court in determining the estimated number of unknown tort claimants and the estimated amounts of the sexual abuse claims held by the unknown tort claimants; (b) file one or more sexual abuse proofs of claim on behalf of all unknown tort claimants; (c) negotiate, with the Debtor and other appropriate parties, the treatment of unknown tort claims through the provisions of a plan of reorganization for the evaluation, determination, and number and amounts of sexual abuse claims of unknown tort claimants; (d) advocate the legal positions of the unknown tort claimants before this court, and if necessary, file pleadings and present evidence on any issue affecting the claims of the unknown tort claimants; (e) take all other legal actions reasonably necessary to represent the interests of the unknown tort claimants; (f) serve as an independent fiduciary acting solely on behalf of all unknown tort claimants; and (g) in appropriate circumstances, act as a guardian ad litem or next friend to any minor on incompetent person who is an unknown tort claimant. Mr. Hogan will be paid at his hourly rate of $800. Mr. Hogan disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. He can be reached at: Michael Hogan Hogan Mediation P.O. Box 1375 Eugene, OR 97440 About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut counsel and special counsel, respectively. Epiq Corporate Restructuring, LLC is the claims and noticing agent. On July 29, 2021, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Chapter 11 case. The committee tapped Zeisler & Zeisler, PC as its legal counsel. OMNIQ CORP: Awarded $4.1 Million Project for Supply Chain Equipment ------------------------------------------------------------------- OMNIQ Corp. has received a purchase order with a value of $4.1 million from a fortune 50 company. The purchase order is for the newest technology that will be used in their mega logistic centers, improving complex supply chain operations by upgrading warehouse data collection equipment for a modernized approach with Android operating Systems and the latest security software. In Logistic Centers, shipping and receiving, inventory control and warehouse management, are the major challenges. OMNIQ's supply chain mobility IoT solutions are instrumental in achieving higher efficiencies, on time delivery and inventory management. Shai Lustgarten, CEO, commented: "Our team takes pride in being chosen by leading corporations time and time again to supply critical equipment to their operations. This vote of confidence attests more than anything about the quality of our solutions and the high level of services that we provide to some of the most demanding customers in the USA. On our AI based Q Shield solutions, we recently announced our cooperation with several Police authorities and Municipalities that are successfully using our patented AI based solutions for public safety and law enforcement. We can clearly say that our system is contributing to life saving almost on a daily basis and is gaining growing interest and a backlog of orders." Shai concluded: "We are a strong company, with a solid customer base and superior products and solutions, that can bring us to new spheres in sales and profitability. I believe that these days our strategy is being shown to pay off and we look forward to continuing this momentum." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq reported a net loss of $13.14 million for the year ended Dec. 31, 2021, a net loss of $11.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company's common stockholders $5.31 million. As of Dec. 31, 2021, the Company had $75.08 million in total assets, $72.78 million in total liabilities, and $2.30 million in total equity. PANACEA LIFE: Dr. Janice Nerger Quits as Director ------------------------------------------------- Dr. Janice Nerger resigned as a member of the Board of Directors of Panacea Life Sciences Holdings, Inc., effective July 21, 2022. Dr. Nerger has accepted the position of interim provost at Colorado State University and has decided to focus on her new position. About Panacea Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com-- is a Nevada corporation organized under the name Solid Solar Energy, Inc in 2008 and renamed Exactus, Inc. in 2016. The Company has pursued opportunities in Cannabidiol since 2019. During most of 2020 the Company was engaged in marketing of hemp derived products sourced from its leased farming operation. Panacea Life reported a net loss of $4.78 million for the year ended Dec. 31, 2021, compared to a net loss of $5.23 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $22.41 million in total assets, $18.23 million in total liabilities, and $4.18 million in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 25, 2022, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. PARADIGM MIDSTREAM: S&P Raises ICR to 'B' on Improved Leverage -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating (ICR) on U.S.-based midstream energy company Paradigm Midstream LLC to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised the issue-level rating on the secured first-lien term loan due in 2024 to 'B+' from 'B'. S&P's '2' recovery rating on the secured first-lien term loan is unchanged, indicating its expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of a default. The stable outlook reflects S&P's expectation that the company will remain free cash flow positive in the near term while maintaining leverage below 4.5x over the long term. The upgrade reflects S&P's view that improved commodity prices will lead to better credit measures. Improved commodity prices have resulted in increased volumes on Paradigm's system, leading to EBITDA of approximately $77 million in fiscal 2021. S&P said, "We expect elevated commodity prices for the next two years to continue to support rig counts and spur increased volumes through 2023. We expect that Paradigm will remain free cash flow positive and generate free operating cash flow (FOCF) of more than $55 million and $60 million in 2022 and 2023, respectively, especially under current favorable commodity prices. We expect adjusted leverage of 4x-4.5x in 2022 and 3.5x-4x in 2023." The company will continue to deleverage. As of March 31, 2022, the company repaid $80.7 million of its $400 million term loan due in 2024. S&P said, "We expect debt to continue to decline over the forecast horizon due to the mandatory annual amortization of $15 million to $20 million over the next two years and anticipate debt repayment could be accelerated if the company continues to generate strong cash flow in excess of historical levels. We note that the weighted-average maturity of the term loan approaches two years as of September 2022; this poses meaningful refinancing risk due to the size of the maturity in relation to the company's liquidity sources and has a negative impact on our capital structure modifier." Paradigm is small in size and scope compared with peers. The company's small size and high percentage of revenues from gathering operations leaves it more susceptible to volumetric declines due to changes in commodity prices. Paradigm has limited geographic diversity with the majority of its operations in the Williston Basin. While most of Paradigm's revenues are from investment grade counterparties, the Bakken may not be its focus for increased drilling. Recontracting of MVCs remains uncertain for long-term revenue stability. Paradigm does not have significant direct commodity exposure; however, the company's gathering operations leave its volumes susceptible to changes in commodity prices. While substantial MVCs have mitigated historical decreases in commodity prices, this downside protection declines over time as the proportion of MVCs drops to 51% of revenues in 2022 and below 45% of revenues in 2023. If the company fails to sustain volumes as these contracts expire through 2024, it will leave it more susceptible to revenue volatility and refinancing risk in the case of a downturn. The stable outlook reflects S&P's view of stable cash flows from the company's minimum volume commitments and acreage dedication contracts. It expects Paradigm will maintain adjusted debt to EBITDA of under 4.5x on a sustained basis. S&P could take a negative rating action if: -- S&P expects adjusted debt to EBITDA to be above 5.0x over the next 12 months; or -- If there is a deterioration in its liquidity position. This could occur due to lower-than-expected throughput volumes on its systems, higher-than-forecast operating expenses, or increased reliance on debt to finance expansion projects. S&P said, "We could also take a negative rating action if the company fails to renew its MVCs, increasing volumetric risk and deteriorating the business risk profile. "We could take a positive rating action if the company increases size and scale while maintaining leverage below 4.5x on a sustained basis. A positive rating action would also require the company to successfully refinance its 2024 debt maturity." ESG credit indicators: E-3, S-2, G-3 S&P said, "Environmental factors are moderately negative considerations in our credit rating analysis of Paradigm Midstream LLC. The company operates in the Williston Basin in North Dakota and the Eagle Ford Basin in Texas, and provides gathering, storage, and transport solutions for crude oil, natural gas, and produced water. Like many of its midstream peers, it could face volume declines over the next decade as a result of the energy transition. Governance factors are also a moderately negative consideration. Paradigm is owned and controlled by financial sponsor Ares Energy Investors Fund. We think financial sponsor-owned companies with a highly leveraged financial risk profiles are more likely to hold these companies for shorter timeframes and prioritize the interests of the controlling owners when compared to strategic owners." PARAGON DESIGNER: Taps Rountree Leitman Klein & Geer as New Counsel ------------------------------------------------------------------- Paragon Designer Services, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rountree Leitman Klein & Geer, LLC to substitute for Geer Law Group, LLC. The firm's services include: a. giving the Debtor legal advice with respect to its powers and duties in the management of its property; b. preparing legal papers; c. assisting in the examination of creditors' claims; d. preparing a disclosure statement and plan of reorganization for the Debtor, seeking confirmation of the plan, and assisting the Debtor in the implementation of the plan; and e. performing all other necessary legal services for the Debtor. Rountree will be paid at these rates: Attorneys $275 to $495 per hour Law Clerks $195 per hour Paralegals $150 to $195 per hour The firm will also be reimbursed for its out-of-pocket expenses. Will Geer, Esq., a partner at Rountree, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Will Geer, Esq. Rountree Leitman Klein & Geer, LLC 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (678) 587-8740 Email: wgeer@rlkglaw.com About Paragon Designer Services Paragon Designer Services, LLC is a moving company that focuses on the interior designer industry. Paragon Designer Services filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-52437) on March 29, 2022, disclosing under $1 million in both assets and liabilities. Cameron McCord has been appointed as Subchapter V trustee. Judge James R. Sacca oversees the case. The Debtor is represented by Rountree Leitman Klein & Geer, LLC. PARRISH26 LLC: Seeks to Hire Boyer Terry as Counsel --------------------------------------------------- Parrish26, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Boyer Terry, LLC as counsel. The firm will provide these services: a. provide legal advice with respect to the powers and obligations of the Debtor-in-Possession in the continued operation of the business and management of the Debtor; b. prepare on behalf of Debtor, as Debtor-in-Possession, necessary applications, motions, answers, reports, and other legal papers; c. continue existing litigation, if any, to which Debtor-in-Possession may be a party and to conduct examinations incidental to the administration of its estate; d. take any and all necessary actions for the proper preservation and administration of Debtor's estate; e. assist the Debtor-in-Possession with the preparation and filing of its Statement of Financial Affairs and Schedules and Lists as are appropriate; f. take whatever actions are necessary with reference to the use by Debtor of its property pledged as collateral, including cash collateral, if any, and to preserve the same for the benefit of Debtor and secured creditors in accordance with the requirements of the Bankruptcy Code; g. assert, as directed by Debtor, all claims Debtor has against others; h. work with the Sub-Chapter V Trustee to comply with all provisions of the Bankruptcy Code and propose a consensual plan of reorganization; and i. perform all other legal services for Debtor as Debtor-in-Possession may deem necessary. The firm will be paid at these rates: Attorneys $300 to $370 per hour Paralegals $100 per hour The Debtor made an initial retainer deposit of $3,500 on June 24, 2022, and the firm applied $1,738 of the retainer to cover the Chapter 11 filing fee and is currently holding $1,762 in trust for the Debtor. The firm has current outstanding balance for legal fees incurred from June 20, 2022, through June 29, 2022, the petition date, in the amount of $5,160. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher W. Terry, Esq., a partner at Boyer Terry LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher W. Terry, Esq. Boyer Terry, LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Email: chris@boyerterry.com About Parrish26 LLC Leesburg, Ga.-based Parrish26, LLC, a Company is in the healthcare business. filed for Chapter 11 bankruptcy (Bankr. M.D. Ga. Case No. 22-10446) on June 29, 2022, listing as much as $50,000 in assets and $100,001 to $500,000 in liabilities. The Debtor is represented by Christopher W. Terry, Esq., at Boyer Terry LLC. PLUS THERAPEUTICS: Incurs $5.3 Million Net Loss in Second Quarter ----------------------------------------------------------------- Plus Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $5.28 million for the three months ended June 30, 2022, compared to a net loss of $2.80 million for the three months ended June 30, 2021. For the six months ended June 30, 2022, the Company reported a net loss of $9.40 million compared to a net loss of $5.52 million for the six months ended June 30, 2021. As of June 30, 2022, the Company had $21.27 million in total assets, $11.59 million in total liabilities, and $9.68 million in total stockholders' equity. "During the second quarter, we maintained the momentum to successfully complete our key corporate goals for 2022," said Marc H. Hedrick M.D., president and chief executive officer of Plus Therapeutics. "Clinical data from our glioblastoma and leptomeningeal metastasis trials, though early in development, continue to show promise and we remain on track to complete key CMC and regulatory objectives." The Company's cash balance was $18.1 million at June 30, 2022, compared to $18.4 million at Dec. 31, 2021. Total operating expenses for the second quarter of 2022 were $5.1 million, compared to total operating expenses of $2.6 million for second quarter of 2021. The increase is due primarily to incremental CMC spend relating to the development of GMP 186RNL drug and key regulatory consulting activities, both of which are on track to be completed in the third quarter of 2022. In addition, to a lesser extent, the Company had a forecasted increase in legal, professional fees and other general corporate expenses. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1095981/000156459022026156/pstv-10q_20220630.htm About Plus Therapeutics Headquartered in Austin, Texas, Plus Therapeutics, Inc. -- http://www.plustherapeutics.com-- is a clinical-stage pharmaceutical company focused on the discovery, development, and manufacturing scale up of complex and innovative treatments for patients battling cancer and other life-threatening diseases. Plus Therapeutics reported a net loss of $13.40 million for the year ended Dec. 31, 2021, a net loss of $8.24 million on $303,000 for the year ended Dec. 31, 2020, a net loss of $10.89 million for the year ended Dec. 31, 2019, a net loss of $12.63 million for the year ended Dec. 31, 2018, and a net loss of $22.68 million for the year ended Dec. 31, 2017. As of March 31, 2022, the Company had $24.52 million in total assets, $9.87 million in total liabilities, and $14.64 million in total stockholders' equity. POWER SOLUTIONS: Inks Addendum 11 to Hyundai Supply Agreement ------------------------------------------------------------- Power Solutions International, Inc. and Hyundai Doosan Infracore Co., Ltd. formerly known as Doosan Infracore Co., Ltd., entered into Addendum 11 to the Supply Agreement, dated as of Dec. 11, 2007, by and between Doosan and the Company, as amended from time to time. The Addendum removes the Company's exclusivity to purchase and distribute specified Doosan engines with territory of the United States, Canada and Mexico. The addendum also removes minimum product purchase commitments and related performance penalties imposed on the Company except for the 2021 outstanding balance. The Addendum expands the Company's sales and service territory of Doosan's products to the United States of America, Canada, Mexico and any other market where the parties have agreed to a non-binding forecast. The Addendum establishes the purchase price of Doosan products for the remainder of 2022 and allows the parties to negotiate the pricing for 2023 and future years. The Addendum does not modify the term of the Supply Agreement, which ends on December 31, 2023, after which the Addendum will automatically renew for additional one-year terms unless written notice of termination is provided by either party at least three months prior to the scheduled expiration. The Addendum supplants all prior addenda. The terms of the Addendum and the Supply Agreement govern the rights and obligations of the parties. 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 $48.47 million for the year ended Dec. 31, 2021, and a net loss of $22.98 million for the year ended Dec. 31, 2020. 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. PUERTO RICO: Oversight Board Brings Public Records Suit to SCOTUS ----------------------------------------------------------------- The Financial Oversight and Management Board of Puerto Rico urged the US Supreme Court to review its right to sovereign immunity from a media organization's lawsuit seeking financial disclosures and "various sensitive documents." The oversight board, created by federal law in 2016 to lead Puerto Rico through its debt crisis, is asking the nation's highest court to review a lower court's order that it turn over documents requested by Centro de Periodismo Investigativo Inc., a Puerto Rico investigative news organization. According to a statement posted on the Oversight Board's Web site, under PROMESA, the Oversight Board filed a petition for a writ of certiorari with the U.S. Supreme Court to review a recent decision by the First Circuit decision. Congress expressly created the Oversight Board as an entity within the territorial government, and as such enjoys sovereign immunity under the Eleventh Amendment of the US Constitution. However, the May 17, 2022, decision by the U.S. Court of Appeals for the First Circuit holds that Congress intended in passing PROMESA to abrogate such immunity. This decision is the first of its kind under PROMESA and runs contrary to established precedent. It is a bedrock principle of federalism that a federal statute does not abrogate sovereign immunity under the Eleventh Amendment of the U.S. Constitution unless Congress's intent to abrogate is "unmistakably clear" in the statutory text. Centro de Periodismo Investigativo Inc. (CPI) had sued the Oversight Board pursuant to Article II, Sec. 4 of the Puerto Rico Constitution, which has been interpreted to impose on the Puerto Rico government broad obligations to reveal documents in its possession. The Oversight Board moved to dismiss CPI's complaint on sovereign-immunity and other grounds. A divided First Circuit panel affirmed the decision by the U.S. District Court for the District of Puerto Rico denying the Oversight Board's motion to dismiss the complaint, effectively lowering the standard for courts to find abrogation. In doing so, the court introduced uncertainty into this area of law and risked nullifying a basic protection in situations where Congress did not intend to do so. The Oversight Board filed a petition for a writ of certiorari with the U.S. Supreme Court to review the First Circuit decision. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. * * * The two Title III plans of adjustment have been confirmed to date, for the Commonwealth and COFINA debtors. PWP INVESTMENTS: Seeks Cash Collateral Access --------------------------------------------- PWP Investments, LLC asks the U.S. Bankruptcy Court for the Central District of California for authority to use cash collateral on an interim basis in accordance with the budget, with a 15% variance and provide adequate protection. The Debtor also requests for authority to use $2,000 per month to provide additional adequate protection to Lima One Capital, LLC, the first Trust Deed holder. The Debtor owns real property commonly referred to as 1232 South Kenmore Ave., Los Angeles, CA 90006. The cash collateral constitutes rents generated from the property. The Debtor requires the use of cash collateral to continue its operations and reorganize. The Debtor projects the value of the property to be about $1,200,000. The property generates around $7,070 in rent per month. The Debtor believes Lima One is owed $1,038,595. As adequate protection, the Debtor offers the equity in the Collateral above each respective lien, the maintenance of the property, and $2,000 per month until plan confirmation. The Debtor says there is $161,404 in equity in the Collateral. A copy of the motion and the Debtor's monthly budget is available at https://bit.ly/3ODXMT6 from PacerMonitor.com. The Debtor projects $7,070 in total income and $4,375.50 in total expenses for one month. About PWP Investments LLC PWP Investments, LLC is in the Real Estate Investment Trusts business. PWP Investments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13044) on June 1, 2022. In the petition filed by Christopher C. Uyan, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The case is assigned to the Honorable Bankruptcy Judge Ernest M. Robles. Thomas B. Ure, Esq., at Ure Law Firm is the Debtor's counsel. RANGER OIL: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed the 'B-' Long-Term Issuer Default Ratings for Ranger Oil Corporation (Ranger) and Penn Virginia Holdings, LLC. The Rating Outlook is Stable. Fitch also affirmed the senior secured reserve-based lending (RBL) credit facility at 'BB-'/'RR1' and the 2026 senior unsecured notes at 'B'/'RR3'. Using Fitch's PSL criteria, Fitch equalizes the ratings between stronger subsidiary, Penn Virginia Holdings' LLC and parent Ranger Oil Corporation, given strong legal, access and control. Ranger's rating reflects the company's liquids-weighted assets in the Eagle Ford which support margins, advantaged Gulf Coast market access which leads to generally higher unhedged realized prices versus peers, strong hedge book, strong liquidity profile, expectations for mostly positive FCF and forecast sub-1.0x leverage metrics. Offsetting factors include the company's relatively small production size and improving asset base which heightens the need for a credit-conscious capital allocation policy to extend inventory life and alleviate future liquidity and refinance risks. KEY RATING DRIVERS Smaller Producer: Ranger's production level is of higher importance to its overall IDR as smaller producers typically have less resilience during weaker points in the commodity cycle in terms of both its ability to maintain development plans and access to capital. Ranger's 1Q22 production was 37,752 boepd which is consistent with the 'B-' rating category range. Liquids-Rich Asset, Improving Long-Term Inventory: Fitch believes Ranger's asset base is well positioned given its concentrated, liquids-rich footprint in the Eagle Ford and advantaged Gulf Coast pricing, but long-term drilling inventory is limited and increases the need for future development capital to maintain inventory life. Management has identified approximately 1,000 drilling locations at YE 2021, which assuming approximately 60-65 gross well spuds per year, implies an inventory life of approximately 16 years. Approximately two-thirds of those locations, representing approximately eleven years of inventory life, are estimated to have a breakeven economics of $50/bbl or lower. Fitch believes the company has sufficient acreage to maintain operational momentum in the medium term, but recognizes there is uncertainty around maintenance of unit economics of the bottom third of inventory in addition to resource life extension in the medium and long term. Credit-Positive Transactions: Fitch believes the announced 2022 acquisitions are credit-accretive and will allow Ranger to maintain its sub-1.0x leverage profile. The first acquisition adds approximately 17,000 net acres in the Eagle Ford along with 19 miles of share leaseline with Ranger's current acreage which will enhance the company's existing development plans through longer-lateral wells and increase working interest. The subsequent announced acquisition is largely composed of additional working interest in existing Ranger-operated wells along with contiguous producing assets and undeveloped acreage. Total acquisitions announced YTD are expected to add approximately 1,600 boepd (79% oil, 92% liquids) primarily associated with low-decline legacy wells. Fitch believes the transaction is in-line with the company's growth strategy and expects the company maintain a credit-conscious funding policy when evaluating future M&A transactions. Positive FCF, Sub-1.0x Leverage: Fitch's base case forecasts FCF generation of approximately negative $20 million to $280 million per year over the rating horizon given the company's strong hedge book and its disciplined, returns-focused drilling program which should result in high single-digit production growth rates. Fitch forecasts Ranger's capital program to be $450 million in 2022 and reducing to $425 million in 2024 as the company will look to continue its operational momentum and expand the PDP base. Fitch-calculated gross debt/EBITDA is forecast to remain sub-1.0x through the rating horizon with the expected of FCF balanced towards reducing RBL borrowings and shareholder returns. Strong Hedge Book Supports Cash Flow Visibility: Fitch expects the company will continue to hedge future production at similar levels to reduce pricing volatility, support FCF generation and improves overall financial flexibility. This substantial PDP hedge coverage mimics the pay-out profile of its wells to lock-in returns and also mitigates downside pricing risks. From 2Q22 to YE 2022, per Fitch forecast, Ranger has approximately 50% and 75% of its expected oil and gas production hedged, along with approximately 20% and 50% of oil and gas production respectively for 2023. DERIVATION SUMMARY Ranger's Q1/22 production was 37.7 mboepd (86% liquids) which is much larger than Eagle Ford peer BlackBrush Oil & Gas L.P. (CCC+; 6.3 mboepd, 73% liquids), but is materially smaller than growth-focused Midland operator CrownRock L.P. (BB-/Stable; 128.8 mboepd, 73% liquids) and SM Energy Company (B+/Positive; 153.3 mboepd, 62% liquids). Ranger's oily acreage footprint in the northeast part of the Eagle Ford supports their peer-leading 86% liquids mix and strong margin profile. The company benefits from strong gulf coast pricing and more advantaged market access, which typically leads to unhedged realized prices higher than Fitch's E&P peer average. Fitch-calculated operating costs of $14.5/boe were higher than SM Energy ($11.4/boe) in 1Q22, but remain consistent with the Eagle Ford peer average. Fitch expects Ranger to maintain its conservative leverage metrics with Fitch-calculated debt/EBITDA less than 1.0x in 2022, better than ~1.0x for both CrownRock and SM Energy. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: -- WTI (USD/bbl) of $100 in 2022, $81 in 2023, $62 in 2024 and $50 thereafter; -- Henry Hub (USD/mcf) of $6.25 in 2022, $4.00 in 2023, $3.25 in 2024 and $2.75 thereafter; -- Organic production growth in high single digits through the forecast; -- Annual Capex of approximately $450 million in FY22 and FY23 reducing to $425 million thereafter in the forecast period; -- Proposed 3Q22 dividend maintained through the forecast; -- Assumes $80 million and $60 million in shares repurchased in FY22 and FY23. Stress Case: -- WTI (USD/bbl) of $67 in 2022, $42 in 2023, $32 in 2023 and $42 thereafter; -- Henry Hub (USD/mcf) of $4.00 in 2022, $2.50 in 2023, $2.00 in 2024 and $2.25 thereafter; -- No share buybacks beyond those incurred to date in 2022; -- Dividend stopped at the end of FY22. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that Ranger would be reorganized as a going-concern in bankruptcy rather than liquidated; -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which its bases the enterprise valuation, which reflects the decline from current pricing levels to stressed level and then a partial recovery coming out of a troughed pricing environment. Fitch believes that a weakened commodity price environment and further loss of operational momentum could weaken the FCF profile and potentially lead to additional borrowings under the RBL and an erosion of the liquidity profile. An enterprise value multiple of 3.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x; -- The multiple reflects the value of Ranger's high-quality, liquids-weighted asset base in the Eagle Ford in addition to relatively flat growth embedded in the bankruptcy scenario. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch considers valuations such as SEC PV-10 and M&A transactions within the Eagle Ford basin including multiples for production per flowing barrel, proved reserves valuation, value per acre and value per drilling location. Fitch has assumed the lower production per flowing barrel-based valuation estimated to be the most conservative. RBL is assumed to be fully drawn upon default, given the company's hedge position as well as Fitch's expectation that production growth would likely offset the risk of price-linked borrowing base reduction. The RBL is senior to the unsecured notes in the waterfall. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Production growth resulting in average daily production approaching 50 Mboepd while maintaining adequate inventory life; -- Mitigate future liquidity and refinance risks through cash retention and/or economic reserve life extension; -- Mid-cycle debt/EBITDA sustained at or below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Loss of operational momentum resulting in average daily production approaching 20 Mboepd; -- Inability to mitigate future liquidity and refinance risks through cash retention and/or economic reserve life extension; -- Mid-cycle debt/EBITDA sustained at or above 3.0x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity, Clear Maturity Profile: Ranger had $6.4 million of cash on hand and approximately $271.3 million outstanding under the $1 billion RBL credit facility (elected 400 million) as of March 31, 2022. With these characteristics and positive free cash flow generation, Fitch expects that Ranger will maintain adequate liquidity throughout the rating case. Simple Debt Structure and long-date maturities: The company's debt consists of a $1 billion senior secured RBL facility and a $400 million 9.25% unsecured note which matures in 2025 and 2026 respectively. The unsecured note has a bullet repayment at maturity. The floating rate RBL facility has a borrowing base that is subject to semi-annual redeterminations. At the most recent redetermination in May 2022, the company had the ability to increase the borrowing base to $875 million from $725 million and elected to keep the facility at $400 million. At March 31, 2022, $128 million currently outstanding under the RBL facility. ISSUER PROFILE Ranger Oil Corporation (previously Penn Virginia Corporation) is an independent oil and gas company engaged in the exploration, development and production of oil, natural gas liquids and natural gas in the Eagle Ford Shale in South Texas. Ranger's production averaged 27,822 boepd (89% liquids) and the company held approximately 240.7 MMboe of reserves (38% developed, 84% liquids) at YE 2021. ESG CONSIDERATIONS Ranger Oil Corporation has an ESG Relevance Score of '4' for energy management that reflects the company's cost competitiveness and financial and operational flexibility due to scale, business mix, and diversification. This factor has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DEBT RATING PRIOR ---- ------ ----- Ranger Oil LT IDR B- Affirmed B- Corporation Penn LT IDR B- Affirmed B- Virginia Holdings, LLC senior secured LT BB- Affirmed RR1 BB- senior unsecured LT B Affirmed RR3 B RED RIVER WASTE: Wins Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Red River Waste Solutions, LP to use cash collateral on a final basis and provide adequate protection. The Debtor has an immediate need to use cash collateral to, among other things, preserve and maintain the going concern value of the Debtor, absent which immediate and irreparable harm will result to the Debtor, its estate and creditors. The Debtor, as borrower, and non-debtor Red River Service Corporation, as guarantor, entered into a revolving facility in the amount of $5 million, and a term loan facility in the amount of $29.6 million under the credit agreement, dated as of April 1, 2020, with Union Bank, as administrative and collateral agent, among others. The Prepetition Credit Agreement provides that the obligations arising thereunder are to be secured by first priority liens on assets of the Debtor and non-debtors Red River Waste Solutions GP, LLC and Red River Service Corporation, subject to customary exceptions and exclusions. As of the Petition Date, the Prepetition Credit Agreement Administrative Agent asserts that approximately $5 million and $25.3 million in aggregate principal amount was outstanding under the Revolving Facility and the Term Loan Facility, respectively. The Debtor utilizes a corporate credit card in its ordinary course of business. This account is with Comerica Bank. The Debtor pays its balance under the Corporate Card Program in full on a weekly basis and this account is secured by approximately $105,000 held by Comerica Bank. The Debtor asserts that approximately $140,000 of cash in the Beginning Cash Balance may be subject to prepetition liens or security interests asserted by the Agent. The Debtor is permitted, on a final basis, to continue to utilize the Corporate Card Program in the ordinary course of business and consistent with prepetition practices, subject to the terms and conditions thereof. The Debtor is authorized to use the Prepetition Collateral, including cash collateral, through and including the Termination Date in accordance with the Approved Budget and the terms and conditions of the Final Order. This authorization includes using the Prepetition Collateral, including cash collateral, for (i) providing funding as set forth in the Cash Management Motion; (ii) conducting its operations and generating revenue in the chapter 11 case, subject to the terms and conditions of the Final Order; (iii) working capital purposes; (iv) other general corporate purposes; (v) the satisfaction of the costs and expenses of administering the chapter 11 case, including payment of any prepetition obligations that are necessary to preserve the value of the estate, as evidenced in each of the Debtor's first day motions and approved by the Court; and (vi) certain adequate protection liens to the Agent and the Prepetition Secured Party, as provided therein. Beginning as of the Petition Date, the Debtor and the Committee will be permitted to use cash collateral, Prepetition Collateral and the proceeds, products and offspring thereof in an amount up to and including $150,000 for investigative purposes against the Prepetition Secured Party. Unless subsequently approved by separate order of the Court upon motion, notice and an opportunity for hearing, any and all fees and costs incurred by the Debtor and/or the Committee with respect to such investigations against the Prepetition Secured Party that exceed this $150,000 maximum, and all costs of pursuing affirmative causes of action against the Prepetition Secured Party, will be paid from other sources, which may include but are not limited to funds received pursuant to any and all DIP Orders and any contingency fee arrangements. The Agent and the Prepetition Secured Party are entitled, pursuant to sections 361, 363(c)(2) and 363(e) of the Bankruptcy Code, to adequate protection of their interests in the Prepetition Collateral, including the cash collateral in an amount equal to the aggregate diminution, if any, in an actual amount to be determined by Court order or upon agreement of the parties, of the applicable Agent's or Prepetition Secured Party's interest in the Prepetition Collateral from and after the Petition Date resulting from the use, sale, or lease by the Debtor of the Prepetition Collateral and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code. As adequate protection, the Prepetition Secured Party are granted a valid, binding, continuing, enforceable, fully-perfected, non-avoidable first priority replacement lien on, and security interest in receivables generated from the use of Prepetition Collateral, a valid, binding, continuing, enforceable, fully-perfected, non-avoidable lien and security interest in the Debtor's unencumbered vehicles, and a valid, binding continuing, enforceable, fully-perfected, non-avoidable first priority replacement lien on, and security interest in property acquired after the Petition Date. The Debtor's right to use cash collateral will terminate (a) without further notice or court proceeding upon the entry by the Court of an order (i) dismissing the Debtor's chapter 11 case, or (ii) converting the Debtor's chapter 11 case to a case under chapter 7 of the Bankruptcy Code; and (b) each subject to actual written notice being received by the Debtor and its Bankruptcy counsel, and the Debtor having 10 days to cure, any of these Termination Events: (i) The occurrence of an Event of Default as defined in the Debtor in Possession Credit Agreement between the Debtor and Euclid Investments Funding I LLC; provided, however, that if the Debtor timely cures such Event of Default pursuant to the terms of the DIP Credit Agreement or the DIP Lender waived in writing such Event of Default within the relevant cure period (including any extension of such cure period that the DIP Lender may grant in writing, if applicable), such occurrence of an Event of Default under the DIP Credit Agreement will not become a Termination Event under the Final Order; (ii) The closing date of a sale of substantially all of the Debtor's assets under section 363 of the Bankruptcy Code (whether in one transaction or a series of related or unrelated transaction); (iii) The failure by the Debtor to timely perform any of the material terms, provisions, conditions, covenants, or other obligations under this Final Order; (iv) The entry of a Court order, which has become a final order, determining that the Debtor's plan of reorganization does not provide for the indefeasible payment in full, in cash, of all Adequate Protection Obligations; (v) The Court having entered an order, which has become a final order, granting relief from the automatic stay to the holder or holders of any security interest (other than the Prepetition Secured Party) of which the relevant security interest has a value of at least $500,000, as determined by the Court; (vi) The Debtor fails to provide any financial reports, other accounting information, or access to its books and records, as required by this Final Order; (vii) Any modifications, amendments, reversals, or extensions to the Final Order that are not approved in writing by the Prepetition Secured Party; (viii) The expiration of the Approved Budget without any further extension pursuant to a Proposed Budget that is approved by the Budget Consent Parties or further order of the Court in accordance with the terms of this Final Order; or (ix) The effective date of a confirmed chapter 11 plan of reorganization. A copy of the order is available at https://bit.ly/3OOPCrv from Stretto, Inc., the claims agent. About Red River Waste Solutions Red River Waste Solutions LP is a Dripping Springs, Texas-based company 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. Marcus Alan Helt, Esq., at McDermott Will & Emery LLP, is the Debtor's legal counsel. The official committee of unsecured creditors tapped Womble Bond Dickinson (US) LLP as legal counsel and Rock Creek Advisors, LLC as financial advisor. Stretto, Inc. is the claims and noticing agent. RESHAPE LIFESCIENCES: Falls Short of Nasdaq Bid Price Requirement ----------------------------------------------------------------- ReShape Lifesciences Inc. received a written notice from the Listing Qualifications department of The Nasdaq Stock Market indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice provides that the Company will have a compliance period of 180 calendar days in which to regain compliance. If at any time during this period the closing bid price of the Company's common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Nasdaq Staff will provide the Company with a written confirmation of compliance and the matter will be closed. If the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the 180 calendar day period, but meets the continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price, and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted an additional 180 calendar days to regain compliance with Rule 5550(a)(2). The Company intends to actively monitor its performance with respect to the listing standards and will consider available options to resolve the deficiency and regain compliance with the Nasdaq rules, including, if necessary, implementing a reverse stock split. About ReShape Lifesciences ReShape Lifesciences Inc. (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. ReShape reported a net loss of $61.93 million for the year ended Dec. 31, 2021, a net loss of $21.63 million for the year ended Dec. 31, 2020, and a net loss of $23.67 million for the year ended Dec. 21, 2019. As of March 31, 2022, the Company had $47.27 million in total assets, $8.65 million in total liabilities, and $38.63 million in total stockholders' equity. RESHAPE LIFESCIENCES: Settles H.C. Wainwright Suit for $1M ---------------------------------------------------------- Reshape Lifesciences Inc. entered into a definitive settlement and release agreement with H.C. Wainwright & Co., LLC related to the previously disclosed complaint filed by Wainwright on Aug. 18, 2021 in the Supreme Court of the State of New York based on an alleged breach of contract arising out of Wainwright's prior engagement by the Company in connection with certain capital raising transactions by the Company. In order to fully and finally resolve such matter, the Company agreed to make a one-time cash payment of $1,000,000 to Wainwright. About ReShape Lifesciences ReShape Lifesciences (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. ReShape reported a net loss of $61.93 million for the year ended Dec. 31, 2021, a net loss of $21.63 million for the year ended Dec. 31, 2020, and a net loss of $23.67 million for the year ended Dec. 21, 2019. As of March 31, 2022, the Company had $47.27 million in total assets, $8.65 million in total liabilities, and $38.63 million in total stockholders' equity. REVLON INC: Affiliates Tap Huron Consulting as Financial Advisor ---------------------------------------------------------------- Beautyge II, LLC and certain affiliates of Revlon, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Huron Consulting Services, LLC as financial advisor. The firm will provide these services: a. analyzing the Debtors' proposed debtor-in-possession financing facilities; b. obtaining and presenting information required by the Debtors or that the Debtors may choose to or be required to provide to the Debtors or other parties in interest, including the Court, the Creditors' Committee, and any other official committees appointed in the proceedings; c. preparing and responding to information requests; d. providing, valuation services related to the value of the Debtors and their assets; e. investigative and litigation consulting services regarding any potential causes of action related to the Chapter 11 Cases held by, directed toward, or otherwise relevant to the Debtors; f. expert testimony regarding the firm's investigative and valuation services before the Court; g. advising the Debtors and Ropes & Gray with respect to various financial analyses and financial modeling activities, as requested; h. collaborating and coordinating with the other advisors to the Debtors or other parties in interest, as requested; and i. providing additional services as may be requested from time to time subject to a written agreement as to scope and fees. Huron will be paid at these rates: Managing Director $965 to $1,315 per hour Senior Director $805 to $950 per hour Director $605 to $770 per hour Manager $550 to $575 per hour Associate $440 to $495 per hour Analyst $330 to $400 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John C. DiDonato, managing director at Huron, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John C. DiDonato Huron Consulting Services LLC 1166 Avenue of the Americans 3rd Floor, NY 10036 Tel: (212) 785-1900 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Affiliates Tap Ropes & Gray as Special Counsel ---------------------------------------------------------- Beautyge II, LLC and certain affiliates of Revlon, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Ropes & Gray, LLP as special counsel. The firm will consider, negotiate, approve, authorize, and act upon any matter that certain creditors of the Debtors could potentially allege presents conflicts of interest between the Debtors and related entities. Ropes & Gray will be paid at these rates: Partners $1,400 to $2,150 per hour Of Counsels $770 to $2,130 per hour Associates $700 to $1,270 per hour Paraprofessionals $260 to $595 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer in the amount of $100,000. Ryan Preston Dahl, Esq., a partner at Ropes & Gray LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan Preston Dahl, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Tel: (212) 596-9000 Email: Ryan.Dahl@ropesgray.com 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Bankruptcy a Mess, Says Creditors' Committee -------------------------------------------------------- Dietrich Knauth of Reuters reports that Revlon Inc is facing pushback to its proposed $1.4 billion bankruptcy loan, with its official creditors committee opposing the loan and calling the cosmetic company's case a "mess" in a court filing. The bankruptcy financing would hand too much power to a coalition of lenders, which hold about half of the company's $3.5 billion debt, at a time of great uncertainty about the company's future and who should control it, the creditors committee said in a filing in the U.S. Bankruptcy Court for the Southern District of New York. "No one today knows what Revlon is worth," and the lender coalition's proposed financing is an effort to "seize the company before its value has been determined," the committee wrote. Revlon filed for Chapter 11 in June, saying its high debt load left it too cash-poor to make timely payments to critical vendors in its cosmetics supply chain. It began its bankruptcy case by borrowing $375 million from the lender coalition, and it will seek approval of the rest of the loan at a bankruptcy hearing next week before U.S. Bankruptcy Judge David Jones. The lender coalition known as the BrandCo Lenders, includes private equity and hedge funds such as Ares Management and Oak Hill Advisors. The creditors committee argued in Wednesday's filing that the same lender coalition has already "fleeced" other Revlon creditors in a 2020 transaction that allowed Revlon to take on more debt while transferring its brands and intellectual property assets to a different Revlon subsidiary. There are doubts about whether Revlon's value exceeds the company's debt, and a clearer picture will only emerge after the company's 2022 holiday sales, the committee argued. But the strings attached to the bankruptcy loan will not allow creditors time to evaluate the company's worth or untangle the intercreditor disputes, instead requiring the company to exit bankruptcy by April 2023 and giving the BrandCo lenders veto rights over any reorganization plan, according to the committee. Revlon and the Brandco lenders could not immediately be reached for comment. The 2020 transaction was the subject of litigation that took an unexpected twist when Citibank accidentally paid off the entirety of the $894 million 2016 loan. But Citibank is attempting to recoup the mistaken payment, which could revive the 2016 lenders' fight over the intellectual property collateral that was transferred in 2020. For Revlon: Paul Basta, Robert Britton and Alice Eaton of Paul, Weiss, Rifkind, Wharton & Garrison For the creditors' committee: Robert Stark of Brown Rudnick For the ad hoc committee of BrandCo Lenders: Eli Vonnegut of Davis Polk & Wardwell and Danielle Rose of Kobre & Kim 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. REVLON INC: Gets Approval to Hire KPMG LLP as Tax Services Provider ------------------------------------------------------------------- Revlon, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ KPMG LLP provide them audit, tax compliance, tax consulting, and advisory services. The firm will be paid at these rates: Partners $850 per hour Director $800 per hour Senior Manager $750 per hour Manager $500 per hour Senior Consultant $375 per hour Consultant $250 per hour During the 90-day period prior to the Petition Date, the firm received $2,984,677.28, inclusive of the $85,000 retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lauren E. Sloan, a partner at KPMG LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lauren E. Sloan KPMG LLP 811 Main Street Houston, TX 77002 Tel: (713) 319-2000 Fax: (713) 319-2041 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Taps Alan Gover as Counsel for Investigation Committee ------------------------------------------------------------------ Revlon, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Alan Gover as counsel for the investigation committee of the board of directors. Mr. Gover will assist the Debtors in conducting a special review of the Debtors' governance, financial transactions, and business operations to assess the potential viability of legal claims that may be brought by various parties against the Board or the Debtors' controlling shareholder (the "Investigation Committee Matters"). Mr. Gover will be paid at the rate of $1,450 per hour and will be reimbursed for its out-of-pocket expenses. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: My rate for my prepetition engagement on this matter was $1,450 per hour. I have not adjusted my billing rates since the Debtors engaged me as bankruptcy counsel. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, from the Petition Date through September 30, 2022. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Mr. Gover disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alan Gover, Esq. 18 Sherwood Farm Lane Greenwich CT 06831 Tel: (917) 359-6875 Email: alangover@gmail.com 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Taps Kroll as Administrative Advisor ------------------------------------------------ Revlon, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kroll Restructuring Administration LLC as administrative advisor. The firm will provide these services: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. Kroll will be paid at these rates: Analysts $30 to $50 per hour Technology Consultant $65 to $165 per hour Consultant/Senior Consultant $65 to $165 per hour Director $175 to $195 per hour Chief Operating Officer/Exec VP No Charge Solicitation Consultant $190 per hour Director of Solicitations $210 per hour The firm will be paid a retainer in the amount of $75,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, managing director at Kroll Restructuring Administration LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor, New York, NY 10055 Tel: (212) 871-2000 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Taps MoloLamken as Special Litigation Counsel --------------------------------------------------------- Revlon, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ MoloLamken, LLP as special litigation counsel. The firm will provide these services: a. representing the Debtors in matters where Paul Weiss Rifkind Wharton & Garrison, LLP may have an actual or perceived conflict of interest or where the Debtors believe it would be more appropriate for MoloLamken to handle the matter (the "Conflict Matters"); b. conducting investigations and analyses sufficient to advise the Debtors regarding the Conflict Matters; c. rendering services for the Debtors including, but not limited to, fact investigation, legal research, briefing, argument, discovery, negotiation, litigation, participation in meetings of the Debtors' board of directors and applicable committees thereof, appearance and participation in hearings, and communications and meetings with parties in interest, in each case as it relates to the Conflict Matters; and d. performing all other necessary or requested litigation services in connection with the Conflict Matters. MoloLamken will be paid at these rates: Partners $900 to $1,850 per hour Counsel $925 per hour Other Associates $725 to $875 per hour Discovery Counsel $595 per hour Paralegals $295 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer in the amount of $50,000. Steven F. Molo, Esq., a partner at MoloLamken LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven F. Molo, Esq. MoloLamken LLP 430 Park Avenue 6th Floor New York, NY 10022 Tel: (212) 607-8160 Fax: (212) 607-8161 Email: smolo@mololamken.com 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Taps Paul Weiss Rifkind Wharton as Counsel ------------------------------------------------------ Revlon, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Paul Weiss Rifkind Wharton & Garrison LLP as counsel. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses and management of their properties; b. attending meetings and negotiating with representatives of creditors and other parties-in-interest and advising and consulting on the conduct of these Chapter 11 Cases, including the legal and administrative requirements of operating in chapter 11; c. taking action necessary to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; d. preparing and prosecuting on behalf of the Debtors all motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; e. advising and assisting the Debtors with financing and transactional matters as such may arise during the Chapter 11 Cases; f. representing the Debtors in connection with obtaining authority to use cash collateral and post-petition financing; g. advising and assisting the Debtors with financing and transactional matters that may arise during these Chapter 11 Cases; h. taking any necessary action on behalf of the Debtors to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documentation related thereto; i. appearing in Court and protecting the interests of the Debtors before the Court; j. advising the Debtors regarding tax matters; and k. performing all other legal services for the Debtors that may be necessary and proper in these Chapter 11 Cases. The firm will be paid at these rates: Partners $1,530 to $2,025 per hour Counsel $1,525 per hour Associates $550 to $1,280 per hour Paraprofessionals $135 to $435 per hour In the 90 days prior to the Petition Date, the Debtors paid the firm $8,474,508.54 in the form of advanced payment retainers. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The firm typically adjusts its billing rates on an annual basis and implemented a rate increase effective October 1, 2021. Accordingly, the firm's rates for timekeepers for its prepetition engagement on this matter were, for the period of January 1, 2020 through September 30, 2021, $1,330 to $1,825 for partners, $1,400 for counsel, $510 to $1,185 for associates and staff attorneys, and $125 to $405 for paraprofessionals. Over the past 12 months, the firm has voluntarily agreed to write off approximately $2.8 million in professional fees and/or expenses that would have otherwise been receivable from the Debtors and/or their non-Debtor affiliates. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, from the Petition Date through September 30, 2022. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Alice Belisle Eaton, Esq., a partner at Paul Weiss Rifkind Wharton & Garrison LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul M. Basta, Esq. Alice Belisle Eaton, Esq. Kyle J. Kimpler, Esq. Robert A. Britton, Esq. Brian Bolin, Esq. Paul Weiss Rifkind Wharton & Garrison, LLP 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 Email: pbasta@paulweiss.com aeaton@paulweiss.com kkimpler@paulweiss.com rbritton@paulweiss.com vbbolin@paulweiss.com 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Taps Petrillo as Counsel for Investigation Committee ---------------------------------------------------------------- Revlon, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Petrillo Klein & Boxer, LLP as counsel for the investigation committee of the board of directors. The firm will represent the Investigation Committee with respect to certain matters controlled by the Investigation Committee, including, among other things, assisting the Debtors in conducting a special review of the Debtors' governance, financial transactions, and business operations to assess the potential viability of legal claims that may be brought by various parties against the Board or the Debtors' controlling shareholder. Petrillo will be paid at these rates: Partners $1,150 to $1,275 per hour Counsels $825 per hour Associates $675 to $745 per hour Legal Assistants $250 to $290 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtors a retainer in the amount of $150,000. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The current standard hourly rates for the firm and paralegals range from $1,150 to $1,275 per hour for partners; $825 per hour for Counsel; $675 to $745 per hour for staff attorneys and associates; and $250 to $290 per hour for legal assistants. The firm has not adjusted its billing rates since the Debtors engaged it as counsel. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, from the Petition Date through September 30, 2022. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Guy Petrillo, Esq., a partner at Petrillo Klein & Boxer LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Guy Petrillo, Esq. Petrillo Klein & Boxer LLP 655 Third Avenue, 22nd Floor New York, NY 10017 Tel: (212) 370-0330 Fax: (315) 873-2015 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Taps PJT Partners LP as Investment Banker ----------------------------------------------------- Revlon, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ PJT Partners, LP as investment banker. The firm's services include: a. assisting in the evaluation of the Debtors' business and prospects; b. assisting in the development of the Debtors' long-term business plan and related financial projections; c. assisting in the development of financial data and presentations to the Debtors' Board of Directors, various creditors and other third parties; d. analyzing the Debtors' financial liquidity and evaluating alternatives to improve such liquidity; e. analyzing various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders that may be impacted by the Restructuring; f. providing strategic advice with regard to restructuring and refinancing the Debtors' Obligations; g. evaluating the Debtors' debt capacity and alternative capital structures; h. participating in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties; i. valuing debt and equity securities that may be offered by the Debtors to their stakeholders in connection with a Restructuring; j. assisting in arranging financing for the Debtors, as requested; k. providing expert witness testimony concerning any of the subjects encompassed by the other investment banking services; l. assisting the Debtors in preparing marketing materials in conjunction with a possible Transaction; m. assisting the Debtors in identifying potential buyers or parties in interest to a Transaction and assisting in the due diligence process; n. assisting and advising the Debtors concerning the terms, conditions and impact of any proposed Transaction; and o. providing such other advisory services as are customarily provided in connection with the analysis and negotiation of a transaction similar to a potential Restructuring, Transaction, and Capital Raise, as requested and mutually agreed. The firm will be paid at these rates: (a) Monthly Advisory Fee: The Debtors shall pay the firm a monthly financial advisory fee of $200,000 (the "Monthly Advisory Fee"). Fifty percent (50%) of all Monthly Advisory Fees paid to the firm after the 6 th Monthly Fee has been paid (i.e., after $1,200,000 in Monthly Fees have been paid) under the Engagement Letter shall be credited, only once and without duplication (with the maximum amount of crediting equal to $600,000), against the Restructuring Fee payable to the firm. (b) Capital Raising Fee: The Debtors shall pay the firm a capital raising fee (the "Capital Raising Fee") for any financing arranged by the firm, earned and payable upon closing of the financing. The Capital Raising Fee will be calculated as: (i) Senior Debt. 1.00% of the total issuance and/or committed amount of senior debt financing, including by means of a backstop commitment; (ii) Junior Debt. 3.00% of the total issuance and/or committed amount of junior debt financing, unsecured debt financing or preferred equity (including, without limitation, financing that is junior in right of payment, second lien, subordinated (structurally or otherwise) and unsecured debt), including by means of a backstop commitment; and (iii) Equity Financing. 5.0% of the issuance and/or committed amount of equity financing (other than preferred equity), including by means of a backstop commitment. (iv) Notwithstanding the foregoing, the Capital Raising Fee in respect of any debtor-in-possession financing shall be calculated as (1) 0.50% of the aggregate amount of debt subject to any "roll-up" DIP Financing (including, without limitation, the conversion of any existing asset-backed-loan ("ABL") facility into chapter 11 financing) and (2) 1.0% of the aggregate amount of any "new-money" DIP Financing issued and/or committed. (c) Restructuring Fee: The Debtors shall pay the firm a restructuring fee equal to $15,000,000 (the "Restructuring Fee") upon the consummation of a Restructuring. (d) Transaction Fee: The Debtors shall pay the firm a Transaction fee ("Transaction Fee"), payable in cash at the closing of a Transaction, directly out of the gross proceeds of the Transaction calculated as 0.50% of the Transaction Value; provided that, the minimum Transaction Fee in respect of any Transaction or series of related Transactions pursuant to the same asset purchase (or similar) agreement with identical purchasers shall be $2,000,000; it being understood and agreed that, to the extent that the Company completes any sale of assets as part of a broad marketing of its business (excluding any inventory liquidation, going-out-of-business, or similar sales and any sales consummated pursuant to any de minimis asset sale procedures), the foregoing fees (including the minimum fee) shall apply regardless of whether the assets actually sold constitute material assets of the business. Upon consummation of a Transaction in which all or substantially all of the assets of the Company are sold, the firm shall be entitled to the higher of the Transaction Fee in respect of such Transaction or the Restructuring Fee, but not both. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steve M. Zelin, a partner at PJT Partners LP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steve M. Zelin PJT Partners LP 280 Park Avenue New York, NY 10017 Tel: (212) 364-7800 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REVLON INC: Taps Robert Caruso of A&M as CRO -------------------------------------------- Revlon, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Robert Caruso of Alvarez & Marsal North America, LLC as chief restructuring officer. The firm will provide these services: a. perform a review of certain Debtors' financial information, including but not limited to, a review and assessment of certain financial information that may be provided by the Debtors to its creditors, including without limitation its short- and long-term projected cash flows and operating results and assist in the preparation of a revised operating plan and cash flow forecast and presentation of such plan and forecast to the Debtors' Board of Directors (the "Board") and its creditors; b. develop and implement cash management strategies, tactics, and processes and shall work with the Debtors' treasury department and other professionals; c. assist the CEO, CFO, and work in cooperation with other Debtors-engaged professionals in reviewing disbursements requested by the Debtors' personnel and shall have authority to approve or not approve such disbursements in a manner consistent with budgets and/or strategies approved by the Board; d. seek to identify and, if applicable, implement cost reduction and operations improvement opportunities; e. assist the CEO and work in cooperation with other Debtors-engaged professionals in developing possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Debtors' various businesses for review by the Board and the Debtors' various creditor constituencies, as applicable; f. work in cooperation with other Debtors-engaged professionals in preparing contingency plans including preparing the Debtors for a chapter 11 filing, if necessary, and efforts to develop and prepare, in cooperation with the Debtors' other engaged professionals, a chapter 11 plan of reorganization and accompanying disclosure statement, if applicable; g. work in cooperation with other Debtors-engaged professionals in reviewing the Debtors' cash flow forecasts, providing input to convert to a debtor-in-possession cash flow model, and negotiations regarding use of cash collateral and debtor-in-possession financing, if necessary, and any ongoing reporting requirements related to the same; h. assist the CEO and work in cooperation with other Debtors-engaged professionals in preparation for a potential chapter 11 filing(s), including accounts payable cut-off; i. assist the CEO and work in cooperation with other Debtors-engaged professionals in the preparation of any first day motions, declarations, schedules, exhibits and other materials supporting the potential first day and second day hearings; j. assist the CEO and work in cooperation with other Debtors-engaged professionals in bankruptcy preparation and case administration, including, but not limited to, preparing statements of financial affairs, schedules of assets and liabilities, creditor matrix, and monthly operating reports, and other restructuring efforts, if necessary; k. provide testimony, if necessary, in support of relief requested in these Chapter 11 Cases; l. serve as the principal contact with the Debtors' creditors with respect to the Debtors' financial and operational matters; and m. perform such other services as requested or directed by the Board or other Debtors personnel as authorized by the Board, and agreed to by the firm that is not duplicative of work others are performing for the Debtors. The firm will be paid $190,000 per month. It will be paid at these rates: Managing Director $975 to $1,295 per hour Director $750 to $950 per hour Analysts/Consultants $425 to $750 per hour The firm will be paid a retainer in the amount of $500,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert M. Caruso, managing director at Alvarez & Marsal North America, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert M. Caruso Alvarez & Marsal North America, LLC 540 West Madison Street, Suite 1800 Chicago, IL 60661 Tel: (312) 601-4220 Fax: (312) 332-4599 Email: rcaruso@alvarezandmarsal.com 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. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso of Alvarez & Marsal serves as the Debtors' chief restructuring officer. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. REWALK ROBOTICS: Wins Court Approval for Share Repurchase Program ----------------------------------------------------------------- ReWalk Robotics Ltd. has received Israeli court approval to repurchase up to $8 million of its Ordinary Shares, par value NIS 0.25 per share. The court approval is valid through Jan. 20, 2023. Under the program, share repurchases may be made from time to time using a variety of methods, including open market transactions or in privately negotiated transactions. Such repurchases will be made in accordance with all applicable securities laws and regulations, including restrictions relating to volume, price and timing under applicable law, including Rule 10b-18 under the United States Securities Exchange Act of 1934, as amended. The timing and amount of shares repurchased will be determined by the Company's management, within guidelines to be established by the Board or a committee thereof, based on its ongoing evaluation of ReWalk's capital needs, market conditions, the trading price of the Company's shares, trading volume and other factors, subject to applicable law. For all or a portion of the authorized repurchase amount, ReWalk may enter into a plan compliant with Rule 10b5-1 under the 1934 Act that is designed to facilitate these repurchases. The repurchase program does not require ReWalk to acquire a specific number of shares, and may be suspended or discontinued at any time. The share repurchases will be funded from available working capital. About ReWalk Robotics ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops, manufactures, and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk's mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. ReWalk Robotics reported a net loss of $12.74 million for the year ended Dec. 31, 2021, a net loss of $12.98 million for the year ended Dec. 31, 2020, a net loss of $15.55 million for the year ended Dec. 31, 2019, a net loss of $21.67 million for the year ended Dec. 31, 2018, and a net loss of $24.72 million for the year ended Dec. 31, 2017. As of March 31, 2022, the Company had $90 million in total assets, $4.81 million in total liabilities, and $85.19 million in total shareholders' equity. SCF LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: SCF, LLC 320 Industrial Road Adamsville, TN 38310 Chapter 11 Petition Date: July 27, 2022 Court: United States Bankruptcy Court Western District of Tennessee Case No.: 22-10809 Judge: Hon. Jimmy L. Croom Debtor's Counsel: Steven N. Douglass, Esq. HARRIS SHELTON, PLLC 40 S. Main Street, Suite 2210 Memphis, TN 38103-2555 Tel: (901) 525-1455 Fax: (901) 526-4084 Email: sdouglass@harrisshelton.com Total Assets: $5,232,932 Total Liabilities: $16,580,984 The petition was signed by Doug Blaylock as chief financial officer. 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/FCK7HJQ/SCF_LLC__tnwbke-22-10809__0001.0.pdf?mcid=tGE4TAMA SENIOR CARE LIVING: Wins Cash Collateral Access Thru Aug 2 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Senior Care Living VII, LLLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor is permitted to use cash collateral until the earlier of August 2, 2022, or the occurrence of a Termination Event, but only on the terms of the Interim Order. The Debtor's cash collateral access will be limited solely to the amounts, times, and categories of expenses listed in the Budget. Validus Senior Living will remain as manager of the Debtor's assisted living facility. As adequate protection of the Trustee's interests in its collateral, the Trustee will have a valid, perfected, and enforceable replacement lien and security interest in all assets of the Debtor existing on or after the Petition Date of the same type as set forth in the Bond Documents. The Debtor will provide, or will cause Validus to provide, the Trustee with (a) a weekly census of residents residing at the ALF and (b) a weekly summary of all receipts and disbursements as compared to the Budget. The Weekly Reporting will be provided to the Trustee by 5 p.m. E.T. on the second business day of each week with respect to the week ending the prior Friday. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Trustee. The Debtor will provide proof of insurance upon written request. A Termination Event will be deemed to have occurred three days after written notice sent by the Trustee to the Debtor, its counsel, and the United States Trustee of the occurrence of any of the following pursuant to the Order: a. The Debtor fails to comply with the Budget (subject to the Permitted Variance) and terms governing the Budget; b. The Debtor terminates Validus as manager of the ALF and/or fails to satisfy its postpetition payment obligations to Validus; or c. The Debtor fails to comply with, keep, observe, or perform any of its agreements or undertakings under the Interim Order. A further hearing on the matter is scheduled for August 2 at 1 p.m. A copy of the order is available at https://bit.ly/3OEY9No from PacerMonitor.com. About Senior Care Living VII Senior Care Living VII, LLC sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 22-00103) on Jan. 10, 2022, listing up to $50 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Michael C. Markham, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP is the Debtor's legal counsel while SC&H Group, Inc. serves as the Debtor's financial advisor. SHEM OLAM: Case Summary & Four Unsecured Creditors -------------------------------------------------- Debtor: Shem Olam LLC 18 Mountain Avenue Monsey, NY 10952 Business Description: Shem Olam is engaged in activities related to real estate. Chapter 11 Petition Date: July 27, 2022 Court: United States Bankruptcy Court Southern District of New York Case No.: 22-22493 Judge: Hon. Sean H. Lane Debtor's Counsel: A. Mitchell Greene, Esq. LEECH TISHMAN ROBINSON BROG, PLLC 875 Third Avenue New York, NY 10022 Tel: (212) 603-6300 Email: amgreene@leechtishman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rabbi Aryeh Zaks as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OWG63VA/Shem_Olam_LLC__nysbke-22-22493__0001.0.pdf?mcid=tGE4TAMA SHW17 INC: Seeks to Hire Bartolone Law as Counsel ------------------------------------------------- SHW17, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bartolone Law, PLLC as counsel. The firm's services include: a. advising as to the Debtor's rights and duties in the bankruptcy case; b. preparing pleadings related to the bankruptcy case, including a disclosure statement and a plan of reorganization; and c. taking any and all other necessary action incident to the proper preservation and administration of the estate. Bartolone Law will be paid at these rates: Attorneys $375 per hour Paraprofessionals $125 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $12,000. Aldo G. Bartolome, Jr., Esq., a partner at Bartolone Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Aldo G. Bartolome, Jr., Esq. Bartolone Law, PLLC 1030 N. Orange Ave., Suite 300 Orlando, FL 32801 Tel: (407) 294-4440 Fax: (407) 287-5544 Email: aldo@bartolonelaw.com About SHW17 Inc. SHW17, Inc., is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). SHW17, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (BVankr. M.D. Fla. Case No. 22-02268) on June 27, 2022. In the petition filed by Paul King, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Aldo G Bartolone, Jr, of Bartolone Law, PLLC, is the Debtor's counsel. SKAUTO BODY REPAIR: Starts Chapter 11 Subchapter V Case ------------------------------------------------------- SKAuto Body Repair Inc. filed for chapter 11 protection in the Northern District of Georgia. The Debtor filed as a small business debtor seeking relief under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor disclosed $349,000 in assets against $1.651 million in liabilities in its schedules. Its assets include $46,525 in its checking accounts at PNC Bank. On July 25, 2022, PNC Bank froze the Debtor's access to its accounts. Saying that the actions by PNC Bank are in violation of the automatic stay, the Debtor asks the Court to order PNC Bank to release the funds. According to court filings, SKAuto Body Repair Inc. estimates between 1 and 49 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 1:00 PM. About SKAuto Body Repair SKAuto Body Repair Inc. is a premier auto body and repair specialist located in Kennesaw, Georgia. SKAuto Body Repair Inc. filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-55573) on July 22, 2022. In the petition filed by Shannon Abernathy, as CEO and CFO, the Debtor estimated assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. John T. Whaley filed by Trustee. has been appointed as Subchapter V trustee. Paul Reece Marr, of Paul Reece Marr, P.C., is the Debtor's counsel. SMITHFIELD FOODS: Moody's Alters Outlook on 'Ba1' CFR to Positive ----------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Smithfield Foods, Inc., including the Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and the Ba1 (LGD4) rating on the company's senior unsecured global notes. Moody's revised the outlook to positive from stable. The outlook change to positive from stable reflects Smithfield's continued focus on maintaining a conservative financial policy and reducing balance sheet leverage. Moody's expects Smithfield's debt-to-EBITDA leverage to fall and remain below 2x in the next 12 to 18 months, driven mainly by debt repayment funded from the company's good free cash flow. The outlook revision also reflects Smithfield's continued focus on growing its value-added packaged meats business, which is a higher margin and more stable business with less commodity market volatility than hog production and processing. In fiscal 2021, the packaged meat business represented over 50% of the company's sales and nearly 90% of its operating profit. Moody's affirmed the existing ratings because cost inflation, economic uncertainty in the US and Europe, and the company's predominant focus on a single protein (pork) create the potential for meaningful volatility in EBITDA and operating cash flow over the next two years. Smithfield's operating profits have continued to be volatile in recent years despite the focus on growing the packaged foods business since WH Group Limited (Baa2 stable) purchased the company in 2013. Moody's wants to continue to assess Smithfield's ability to expand the operating profit margin and dampen operating volatility through growth initiatives and cost discipline. The following ratings/assessments are affected by the action: Affirmations: Issuer: Smithfield Foods, Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) Outlook Actions: Issuer: Smithfield Foods, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Smithfield's Ba1 Corporate Family Rating reflects its large scale and global leadership in hog production, fresh pork, and value-added packaged pork products. Additionally, the rating is also supported by the company's good liquidity and the positive fundamentals for the pork industry from growing global demand for protein. These strengths are balanced against high earnings volatility inherent in the protein processing industry, predominant protein focus on pork and financial obligations to parent, WH Group Limited, in the form of an ongoing dividend. Smithfield's high capital spending, working capital needs and the dividends to WH Group can limit and create volatility in free cash flow. Moody's expects Smithfield's debt-to-EBITDA leverage (2.1x as of March 2022) to fall below 2.0x over the next 12-to-18 months through debt reduction. The company is weighed down by event risk associated with possible acquisitions, pending litigation cases, as well as the recent CEO turnover and settlement associated with settling a price fixing case that elevate governance concerns. Smithfield has good liquidity supported by $86 million of cash as of April 3, 2022 and roughly $2.2 billion of unused capacity on $2.8 billion of committed facilities (comprised of a $2.1 billion senior unsecured revolver, a $350 million accounts receivable securitization facility, and $319 million in international facilities) after factoring in borrowings and coverage of outstanding commercial paper. The senior unsecured revolver expires in May 2026, the accounts receivable securitization facility matures in 2023, and the international facilities have various maturities, the latest of which is in 2025. In addition, the company has four senior unsecured notes that mature in 2027-2031. Smithfield generated $499 million of free cash flow in the 12 months ended April 3, 2022 but free cash flow may be in a $100 million negative range in 2022 due to working capital needs, higher capital spending and an increase in dividends to WH Group. Credit exposure to environmental risks is highly negative. Water management and natural capital are the key risks for the company, which is similar to other protein processors. Smithfield operates hog farms and also purchases pork products from third parties. Smithfield has to feed and nurture live animals on its wholly-owned farms, which necessitates use of agriculture-based feed, consumption of a lot of water, and investment and management to minimize the environmental effects of animal waste. Smithfield Foods has a goal to reappraise its entire US water supply footprint and adopt internationally recognized water stewardship standards by 2025. Smithfield also has a goal to reduce greenhouse gas emissions across its U.S. value chain 30% by 2030 and become carbon negative in all U.S. company-owned operations by 2030. Smithfield Food's credit exposure to social considerations is highly negative, driven by risk factors related to responsible production. This is in line with other companies in the sector that produce consumable products. The company must actively manage a large and complex supply chain for live animals, pork, and feedstocks to ensure animal health and safety as well as sufficient volume and quality of raw materials used in its end products. As a pork processor, Smithfield Foods has food safety and quality measures that it must adhere to in order to prevent recalls or contamination. A meaningful portion of end products are supplied wholesale, but the company's focusing on growing its packaged meats business increases customer relations risk associated with branding and quality of end consumer products. Credit exposure to governance considerations is moderately negative. Smithfield's financial policies are conservative; the company makes a priority of maintaining strong liquidity and modest financial leverage. Debt/EBITDA is generally managed at around 2.0x during normal operating conditions. The company's 100% ownership and control by WH Group is a governance weakness since it concentrates decision making. However, WH Group is conservatively leveraged and supports maintaining moderate leverage at Smithfield, which partially mitigates risks related to the ownership concentration. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The positive outlook reflects Moody's view that Smithfield's operating performance will continue to improve in the next 12 to 18 months. The outlook also reflects that the company will continue to have good liquidity, demonstrate concerted effort at reducing litigation risk and maintain a balanced financial policy. Moody's expects Smithfield's financial leverage (on a Moody's adjusted basis) to fall below 2.0x in the next 12-18 months and the company to generate positive free cash flow in 2023 and 2024 despite higher capital spending. The ratings could be downgraded if debt/EBITDA is sustained above 2.5x or if the company's liquidity deteriorates. Other events that could contribute to a downgrade include further coronavirus-related disruptions, cost inflation, a decline in demand for pork products relative to other proteins, prolonged trade disputes in key export markets, a disease outbreak or a major pork supply and demand imbalance. A rating upgrade could occur if Smithfield maintains conservative financial policies including debt/EBITDA sustained below 2.0x and strong liquidity, comprised of a sizeable cash balance and at least $1 billion of liquidity including cash and undrawn committed multi-year bank facilities. In addition, the company would need to maintain overall earnings stability, continue to improve the EBITDA margin, and generate consistent and comfortably positive free cash flow while maintaining good reinvestment to be considered for an upgrade. The principal methodology used in these ratings was Protein and Agriculture published in November 2021. Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is one of the world's largest vertically integrated protein companies. Smithfield primarily focuses on pork through production, processing and packaged foods though it also has a smaller poultry business. Net revenue during the last twelve months ended April 3, 2022 totaled approximately $18.1 billion. Smithfield's Hong Kong-based parent company, publicly-traded WH Group Limited, is an investment holding company that owns 100% of Smithfield along with 70.3% of publicly-traded Henan Shuanghui Investment & Development Co., Ltd. (Shuanghui; SZSE: 000895), the largest pork processor in China. SOMM INC: Has Deal with SBA on Cash Collateral Access ----------------------------------------------------- Somm, Inc. asks the U.S. Bankruptcy Court for the Northern District of California, Santa Rosa Division, for authority to use cash collateral and provide adequate protection pursuant to its agreement with the United States Small Business Association. The Debtor requires the use of cash collateral to continue operating in the ordinary course of business postpetition, and preserve the going concern value of its assets and business for the benefit of creditors and interested parties. The Debtor's business model requires it to provide boutique wine selections not readily available through standard retail outlets. Since January 2021, the Debtor has sourced wine from approx. 500 unique vendors. The Debtor's top 10 suppliers each supplied over $450,000. The majority of the Debtor's vendors provide Net 30 payment terms. In any given quarter, the Debtor process approx. 14,000 orders for approx. 4,500 customers. As of the Petition Date, the Debtor had 3,100 outstanding orders and 1,100 customer deposits for executory purchase orders. 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. On June 6, 2020, the Debtor obtained a $150,000 Economic Injury Disaster Loan from the SBA, evidenced by, among other things, the Loan Authorization and Agreement, Note, and Security Agreement, each dated June 6, 2020. The SBA Loan is payable over 30 years with interest at the rate of 3.75% per annum. As security for repayment of the SBA Loan, the Debtor granted the SBA a security interest in all tangible and intangible personal property of the Debtor. The SBA perfected its security interest in the collateral by filing a UCC-1 Financing Statement with the California Department of State on June 23, 2020, Document 2077932677290. The SBA consented to the Debtor's use of cash collateral on terms and conditions that include: a. As adequate protection, the SBA will receive a replacement lien to the extent that the automatic stay, pursuant to 11 U.S.C. section 362, as well as the use, sale, lease or grant results in a decrease in the value of the SBA's interest in the Personal Property Collateral on a post-petition basis. The lien will have and enjoy the same priority relative to the post-petition liens of other secured creditors as the pre-petition liens the SBA had and enjoyed relative liens of other secured creditors as to property owned by the Debtor on the date of the petition. b. The lien will be in addition to the one the SBA has in the Debtor's assets as of the petition date, which lien extends to and encumbers the proceeds and products of the Debtor's property in existence at the time the bankruptcy petition was filed. c. The Debtor is not required to make payments to the SBA as a condition to use the cash collateral. However, the Debtor must commence making payment to the SBA on December 14, 2022, as required by the SBA loan documents. d. As further protection for the SBA's secured claim, the Debtor will file a plan within 90 days of its bankruptcy filing date, and will have the plan confirmed within 180 days of the date of the petition. These dates may only be extended by Court order after notice and hearing or by agreement of the parties of this stipulation. e. A failure by the Debtor to perform any of the obligations set forth in the stipulation will, at the SBA's election, constitute a default. If the SBA elects to declare such default, it must do so by sending written notice thereof to the Debtor and its counsel. The notice may be delivered in any reasonable manner, including facsimile transmission and email. The SBA's consent to the Debtor's use of Cash Collateral will terminate and cease upon the earliest to occur of: i. The Debtor's failure to cure a default of any obligation under the Stipulation within five days written notice thereof; ii. Cessation of business operations, or dismissal or conversion of Debtor's chapter 11 case; iii. Entry of an Order granting to any party a lien upon any collateral, other than a purchase money security interest, unless SBA has provided its prior consent in writing. A copy of the motion is available at https://bit.ly/3ozL79q from PacerMonitor.com. 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. The petition was signed by Morris C. Aaron, the Debtor's CRO. The Debtor's balance sheet as of June 30, 2022, reflects total assets of $1,907,983 and total liabilities of $2,520,780. Mark M. Sharf has been appointed as Subchapter V trustee. The Law Offices of Michael C. Fallon is the Debtor's counsel. SONOMA PHARMACEUTICALS: CEO Amy Trombly Appointed as Director ------------------------------------------------------------- Effective July 22, 2022, Sonoma Pharmaceuticals, Inc.'s Board of Directors appointed Amy Trombly, the Company's chief executive officer, to serve as a member of its Board of Directors. Ms. Trombly will not receive additional compensation for her Board service. Ms. Trombly will serve as a Class I Director until the 2024 Annual Meeting of Stockholders. Employment Agreements with CEO and COO Effective July 22, 2022, the Company entered into an amended and restated employment agreement with its chief executive officer, Amy Trombly. Under the amended and restated agreement, Ms. Trombly will devote substantially all of her time, energy and skill to the performance of her duties as chief executive officer for the Company. The amended and restated agreement also provides that, in the event of termination without cause or for good reason, Ms. Trombly is entitled to a lump sum severance equal to one time her base salary. All other material terms of the amended and restated agreement remain unchanged from her prior employment agreement. Also effective July 22, 2022, the Company amended and restated its employment agreement with Bruce Thornton, its chief operating officer. The amended and restated agreement provides that, in the event of termination upon change of control, Mr. Thornton is entitled to receive, in addition to the other benefits described therein, a target annual bonus amount of 50% of his base salary. All other material terms of his amended and restated agreement remain unchanged from his prior employment agreement. Bonus Grants Effective July 22, 2022, the Compensation Committee of the Board of Directors approved annual bonus awards of $162,500 for Ms. Trombly and $150,000 for Mr. Thornton. Departure of Chief Financial Officer As part of the Company's on ongoing effort to cut costs and streamline Company operations, on July 22, 2022 the Company commenced consolidating all of its corporate functions in the United States to its office in Boulder, Colorado. Effective on or before Dec. 31, 2022, the Company will close its office in Woodstock, Georgia. In connection with the Woodstock office closure, Mr. Jerry Dvonch resigned as the Company's chief financial officer. Mr. Dvonch has agreed to assist the Company with transitioning the Company's operations to the Boulder office on or before Dec. 31, 2022. Upon Mr. Dvonch's termination, the Company will pay him severance consisting of $100,000, contingent upon his execution of a general release of claims against the Company. He will also be entitled to up to six months' COBRA reimbursement. All outstanding time-based equity-based compensation awards will become fully vested and all outstanding performance-based equity compensation awards will remain outstanding and will vest or be forfeited in accordance with the terms of the applicable award agreements. 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. Sonoma reported a net loss of $5.09 million for the year ended March 31, 2022, compared to a net loss of $3.95 million 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. SOUTH TRAIL: Taps Benjamin G. Martin as Legal Counsel ----------------------------------------------------- South Trail Autobody, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Benjamin G. Martin Attorney at Law as counsel. The firm's services include: a. preparation and filing of schedules, statement of financial affairs and statement of executory contracts or amendments thereto; b. representation of the debtor-in-possession at all meetings of creditors, hearings, pretrial conferences, and trials in this case or any litigation arising in connection with the case; c. preparation, filing, and presentation to the court of any pleading requesting relief; d. preparation, filing, and presentation to the court of any disclosure statement, and plan of reorganization under Chapter 11 of the Bankruptcy Code; e. review of claims made by creditors and interested parties, including preparation and prosecution of any objections to claims as appropriate; f. preparation and presentation of a final accounting and motion for final decree closing this case; and g. performance of all other legal services for applicant which may be necessary herein. The firm will be paid at these rates: Attorneys $325 per hour Paralegals $100 per hour The firm will be paid a retainer in the amount of $7,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Benjamin G. Martin, Esq. Benjamin G. Martin Attorney at Law 3131 S Tamiami Trail, Suite 101 Sarasota, FL 34239 Tel: (941) 951-6166 Email: skipmartin@verzion.net About South Trail Autobody South Trail Autobody, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-02489) on June 22, 2022, disclosing as much as $1 million in both assets and liabilities. The Debtor is represented by Benjamin G. Martin Attorney at Law. STITCH ACQUISITION: S&P Downgrades ICR to 'B-', Outlook Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Stitch Acquisition Corp. (operating as SVP Worldwide) to 'B-' from 'B'. The outlook is negative. S&P said, "At the same time, we lowered our rating on SVP Worldwide's senior secured term loan to 'B-' from 'B'. The recovery rating remains '3', reflecting our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. "The negative outlook reflects the potential for a lower rating over the next year if we project the capital structure will become unsustainable or EBITDA interest coverage sustained below 1.5x because of weakening macroeconomic conditions. "The downgrade primarily reflects supply chain constraints and our expectation for a material decline in the company's earnings in 2022, which will weaken credit metrics. SVP Worldwide's revenue declined 23% and adjusted EBITDA fell 63% year over year in the fiscal quarter ending March 31. This was primarily driven by product shortages at the start of 2022 caused by COVID-19 pandemic-related plant shutdowns in Vietnam and China during the second half of 2021. We estimate the lockdowns implemented in Shanghai, where the company manufactures its premium brands, between March and May 2022 will hinder earnings for 2022. As a result, we now believe adjusted leverage will deteriorate to above 8x in 2022. "In addition, the company continues to face higher commodity, labor, and product costs, which we anticipate will be partially offset via pricing actions and operational improvement initiatives. We understand that the company has locked in orders for the rest of the year for products that are manufactured by original equipment manufacturers ('OEMs'), which account for about 75% of total units, and would alleviate some input cost inflation. "Global macroeconomic conditions have weakened substantially, and we now expect discretionary spending to trend below pandemic highs. Demand for SVP Worldwide's products increased substantially during the pandemic, driven by growth in the mass channel across North America and Europe, the Middle East, and Africa (EMEA), along with the acceleration of its direct-to-consumer (DTC) channel. Additionally, the global household sewing machine industry showed signs of sustainable growth before the pandemic with an increase in millennials' participation. Nevertheless, we continue to view the household sewing industry as vulnerable to economic downturns because the products are discretionary and consumers can defer purchases or trade down to lower-price products during a downturn. We also believe that higher demand driven by consumers looking for in-home activities during the pandemic will continue to decline as they shift spending to out-of-home activities and experiences. Nevertheless, U.S. point-of-sale demand was comfortably above pre-pandemic levels as of June 2022. "Our economists now expect a sharp economic slowdown, with a high risk of a recession, in North America and Europe (the company's largest consumer markets) driven by high inflation and supply chain disruptions. Therefore, we now expect weaker discretionary consumer spending in 2022, reducing volumes in most of SVP Worldwide's product categories. We recognize that the company markets lower-priced machines under the Singer brand, which are likely to be less affected by lower consumer spending. However, at lower margins than its premium brands, we estimate profitability would take a hit from an unfavorable product mix. "We expect SVP Worldwide will maintain adequate liquidity over the next 12 months. We anticipate the company will generate positive cash funds from operations (FFO), which along with cash and modest availability on its asset-based loan (ABL) facility should be sufficient to cover minimum capital requirements, reflecting its asset-light outsourcing model and debt amortization payments in 2022. We also anticipate the 1x fixed-charge covenant, which springs when excess availability on the ABL falls below the greater of 10% of the line cap or $6.5 million, will not apply. "The negative outlook reflects ongoing supply chain constraints and our view that weakening global economic conditions could depress earnings over the next year. If SVP Worldwide's profitability and cash flow deteriorate further in 2022, liquidity could become constrained and we could view its capital structure as unsustainable." S&P could lower the rating over the next 12 months if it believes profitability and free operating cash flow (FOCF) would be weaker than its expectations, resulting in EBITDA interest coverage sustained below 1.5x, which could limit headroom under its springing fixed-charge covenant should it apply, or S&P determines the capital structure is unsustainable, due to: -- Substantial weakening of economic conditions and consumer discretionary spending, especially during the important holiday season; -- Intensified competition causing the company to lose customers; -- Additional disruptions to production capacity caused by pandemic-related lockdowns in China and/or Vietnam, where most of the company's production facilities are; or -- The company being unable to manage its outsourced supply chain or offset cost inflation with pricing actions. S&P could revise the outlook to stable next year if the company reports a satisfactory 2022 holiday season and it believes it will hit its 2023 forecast, leading to EBITDA interest coverage sustained above 1.5x and adjusted leverage sustained below 8x. S&P believes this could occur if SVP Worldwide: -- Sustains stable organic top-line growth and market share gains; and -- Offsets rising inflationary costs through price increases. ESG credit indicators: E-2, S-2, G-3 T-SHACK INC: Taps Law Offices of Michael J. Harker as Counsel ------------------------------------------------------------- T-Shack Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ The Law Offices of Michael J. Harker as counsel to handle its Chapter 11 bankruptcy case. The firm will be paid at these rates: Attorneys $425 per hour Associates $275 per hour Paraprofessionals $175 per hour The firm will be paid a retainer in the amount of $15,000 and will be reimbursed for its out-of-pocket expenses. Michael Harker, Esq., a partner at The Law Offices of Michael J. Harker, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael J. Harker, Esq. The Law Offices of Michael J. Harker 2901 El Camino Ave., Suite 200 Las Vegas, NV 89101 Tel: (702) 248-3000 Email: Mharker@harkerlawfirm.com About T-Shack Inc. T-Shack Inc., a wholesale and retail company in Mantador, N.D., filed for Chapter 11 protection (Bankr. D. Nev. Case No. 22-11197) on April 5, 2022. In the petition filed by Raymond Zajac, as registered agent, T-Shack Inc. listed $1 million to $10 million in both assets and liabilities. Judge Mike K. Nakagawa oversees the case. Michael J. Harker, Esq., at The Law Offices of Michael J. Harker is the Debtor's counsel. TAYSIR INCORPORATED: Seeks Cash Collateral Access ------------------------------------------------- Taysir Incorporated asks the US. Bankruptcy Court for the Central District of California for authority to use cash collateral and provide adequate protection. The Debtor requires immediate access to cash collateral to ensure that it is able to continue purchasing inventory, paying vendors, and otherwise operating its convenience and check-cashing store. Counter to most businesses, the Debtor flourished during the COVID-19 pandemic but found itself short on inventory and sales post-pandemic. Unfortunately, the Debtor made the decision to take an alleged loan for approximately $250,000 from a New York "merchant lending" operation. With the interest and fees caused by the alleged loan, the Debtor had no choice but to take out further loans of this nature, some of which charged an effective interest rate of over 100%. These so-called "merchant lenders" couched these loans as a purchase of accounts receivable and procured confessions of judgments in the event of default. The Debtor, through its previous counsel, reached several settlement agreements and stipulations for judgments with the merchant lenders. In order to pay for these agreements and stipulations, the Debtor was forced to accept two additional merchant loans in the approximate sum of $500,000. Unable to service these final two loans, the Debtor chose its only option, other than close its doors, and filed for Chapter 11. The Debtor's generation of post-petition income is dependent on the use of cash collateral. The current fair market value of the Debtor's business assets is approximately $467,300 and the Debtor projects a positive monthly cash flow of approximately $12,062.412. The Secured Creditors' liens are secured by the Debtor's business assets including. but not limited to, the Debtor's accounts, receivables, personal property, assets, fixtures, general intangibles, instruments, equipment and inventory. A UCC lien search was conducted by the Debtor's counsel. A copy of the motion is available at https://bit.ly/3BhOzwN from PacerMonitor.com. About Taysir Incorporated Taysir Incorporated, a California corporation d/b/a Lake Perris Market; dba Lake Perris Liquor, Lake Perris Market & Liquor, Lake Perris Market & Deli operates a convenience store selling beer, wine, and liquor. The Debtor filed Chapter 11 Petition (Bankr. C.D. Cal. Case No. 22-12719) on July 19, 2022. At the time of the filing, the Debtor disclosed $772,300 in total assets and $7,800,015 in total liabilities. Judge Magdalena Reyes Bordeaux oversees the case. Leonard M. Shulman, Esq., at SHULMAN BASTIAN FRIEDMAN & BUI LLP is the Debtor's counsel. TEMPLAR ENERGY: Faces 3rd Circuit Challenge on Sale Spat -------------------------------------------------------- Clark Mindock of Law360 reports that a saltwater disposal company wants the Third Circuit to reinstate its claims against an oil and gas company it alleges broke terms of a contract, arguing that a Delaware bankruptcy court inappropriately dismissed its claims without jurisdiction. Spitfire Energy Group LLC argued on Wednesday, July 20, 2022, that the court that oversaw the Chapter 11 proceedings for Templar Energy LLC inappropriately dismissed its claims that Presidio Petroleum LLC had broken its word when it started using a different saltwater disposal company once it bought mineral leases from the bankrupt organization. A full-text copy of the article is available at https://www.law360.com/bankruptcy/articles/1513828/oil-co-faces-3rd-circ-challenge-in-post-ch-11-sale-spat About Templar Energy Templar Energy LLC and its affiliates, founded in 2012, are independent exploration and production companies, with a core focus on the development and acquisition of oil and natural gas reserves in the Greater Anadarko Basin of Western Oklahoma and the Texas Panhandle. Templar Energy and its operating subsidiaries -- http://templar.energy/-- have acquired substantial assets in the Mid-Continent region covering, as of the Petition Date, 273,400 net acres by directly leasing oil and gas interests from mineral owners. Templar Energy LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11441) on June 1, 2020. Templar Energy was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Guggenheim Securities, LLC is acting as the Company's investment banker, Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel, and Alvarez & Marsal North America, LLC, is acting as financial advisor. Young Conaway Stargatt & Taylor, LLP, is local co-counsel. Kurtzman Carson Consultants LLC is claims agent, maintaining the page http://www.kccllc.net/TemplarEnergy TEXAS MARINE: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Texas Marine Supplies, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral in accordance with the budget, with a 5% variance. The Debtor seeks to use the cash collateral for expenses set forth on the budget and any other unforeseeable expenses that may arise and pose a threat to the Debtor's continued operations. The Debtor also seeks emergency consideration of its request because it depends on the use of cash collateral for payroll, supplies, and other general operating expenses. If the Debtor is unable to use cash collateral, it will be forced to cease operations. The Debtor contends it is critical to its business operation and reorganization efforts that it be permitted to pay these expenses using cash collateral. The Debtor produces revenue from its marine procurement business and would use the revenue to pay budgeted expenses. Moreover, the revenue will be deposited by the Debtor in its DIP operating account pending entry of an order allowing use of cash collateral or consent by lien holders. A search in the Texas Secretary of State shows that allegedly secured positions are held by by (1) LG Funding; (2) Delta Bridge Funding; (3) Everest Business Funding; and (4) an unidentified creditor (Filing No. 22-0004217311). A copy of the motion is available at https://bit.ly/3PEFPoY from PacerMonitor.com. About Texas Marine Supplies, LLC Texas Marine Supplies, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-32055) on July 25, 2022. In the petition signed by Gilberto Sanchez Zamora, director, the Debtor disclosed up to $500,000 in both assets and liabilities. Robert C Lane, Esq., at The Lane Law Firm is the Debtor's counsel. THEOS FEDRO: Deal on Cash Collateral Access OK'd ------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, approved the Stipulation for Use of Cash Collateral and Adequate Protection Between the Trustee and Pender Capital Asset Based Lending Fund I, LP filed by Janina M. Hoskins, the Chapter 11 Trustee of Theos Fedro Holdings, LLC. The parties agree the Trustee may use cash collateral for these purposes: a. $530 per month for elevator services; b. An amount not to exceed $3,000 for insurance; c. $250 for the quarterly fee due to the United States Trustee; and d. Any other expenditure upon three days' notice without objection. On December 15, 2017, the Debtor executed and delivered to Pender a Promissory Note in the principal amount of $3.6 million, secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated December 15, 2017 and recorded in the San Francisco County Recorder's Office on February 20, 2018, as Instrument No. 2018-K580234-00, naming Pender as beneficiary and encumbering the real property and related fixtures and improvements commonly known as 819 Ellis Street, San Francisco, CA 94109, as well as any rents and profits related thereto. As of the Petition Date, Pender asserts a secured claim in the amount of $4,093,662 against the Ellis Property and the rents generated, plus all interest, fees, costs, attorney's fees and other charges that continue to accrue. The Trustee will continue to make a monthly adequate protection payment to Pender of $8,000 or more on the 10th day of every month. In the event rent payments increase, the Adequate Protection payments will be increased by the amount of the additional rents. The Trustee will also have an eight-day grace period to make the adequate protection payment. In addition, as further adequate protection to Pender, to the extent Pender's lien does not already extend to the rents or other monies received by the Debtor for the Ellis Property pursuant to 11 U.S.C. section 552(b)(2), Pender will be granted a valid, perfected and enforceable like-kind replacement liens on all Debtor funds of the same nature, extent and relative priority in which Pender had a perfected, prepetition security interest in the Ellis Property and the rents and profits related thereto. These events constitute an "Event of Default": (i) The failure of the Trustee to make an adequate protection payment in accordance with the terms of the Third Stipulation; (ii) The failure of the Trustee to timely file any of the Monthly Operating Reports in accordance with the Fourth Stipulation; or (iii) The Debtor's bankruptcy case is converted to a Chapter 7 or dismissed. A copy of the order is available at https://bit.ly/3orSr6K from PacerMonitor.com. About Theos Fedro Holdings San Francisco, Calif.-based Theos Fedro Holdings, LLC, provides support services to the transportation industry. It filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-30202) on March 16, 2021. Philip Achilles, managing member, signed the petition. In its petition, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Dennis Montali oversees the case. The Law Offices of Stuppi & Stuppi serves as the Debtor's legal counsel. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP serves as counsel for Pender Capital Asset Based Lending Fund I, LP, creditor. Janina M. Hoskins serves as the Debtor's Chapter 11 Trustee, while NRT West, Inc. serves as the real estate broker. TITLE PIPE: Case Summary & 18 Unsecured Creditors ------------------------------------------------- Debtor: Title Pipe, Inc. 531 S. Fitness Place #102 Eagle, ID 83616 Business Description: Title Pipe offers computer systems design and related services. Chapter 11 Petition Date: July 26, 2022 Court: United States Bankruptcy Court District of Idaho Case No.: 22-00328 Judge: Hon. Joseph M. Meier Debtor's Counsel: Patrick J. Geile, Esq. FOLEY FREEMAN, PLLC PO Box 10 Meridian, ID 83680 Tel: (208) 888-9111 Fax: (208) 888-5130 Email: abennett@foleyfreeman.com Total Assets: $257,689 Total Liabilities: $3,237,567 The petition was signed by Mark A. Rodeghiero as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SQ2LVFI/Title_Pipe_Inc__idbke-22-00328__0001.0.pdf?mcid=tGE4TAMA TRIUMPH GROUP: Four Proposals Approved at Annual Meeting -------------------------------------------------------- The Annual Meeting of stockholders of Triumph Group, Inc. was virtually held via live audio webcast at which the stockholders: (1) elected Paul Bourgon, Daniel J. Crowley, Daniel P. Garton, Barbara W. Humpton, Neal J. Keating, William L. Mansfield, Colleen C. Repplier, and Larry O. Spencer as directors of the Company for a one year term, such term to continue until the next Annual Meeting of stockholders to be held in 2023 and until each such director's successor is duly elected and qualified or until each such director's earlier death, resignation or removal; (2) approved, by advisory vote, the compensation paid to the Company's named executive officers for fiscal year 2022; (3) ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023; (4) approved the Tax Benefits Preservation Plan; and (5) did not approve the stockholder proposal to adopt a policy to amend the Company's governing documents so that two separate people hold the office of Chairman and chief executive officer. About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. -- http://www.triumphgroup.com-- designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. Triumph Group reported a net loss of $42.76 million for the year ended March 31, 2022, compared to a net loss of $450.91 million for the year ended March 31, 2021. As of March 31, 2022, the Company had $1.76 billion in total assets, $602.14 million in total current liabilities, $1.59 billion in long-term debt (less current portion), $301.30 million in accrued pension and other postretirement benefits, $7.21 million in deferred income taxes, $51.71 million in other noncurrent liabilities, and a total stockholders' deficit of $787.42 million. * * * As reported by the TCR on Aug. 18, 2021, Moody's Investors Service upgraded its ratings for Triumph Group, Inc., including the company's corporate family rating to Caa2 from Caa3 and Probability of Default Rating to Caa2-PD from Caa3-PD. The upgrades reflect Moody's expectations for stronger operating performance that will result in a gradual improvement in credit metrics through 2023. In June 2020, S&P Global Ratings lowered its issuer credit rating on Triumph Group Inc. to 'CCC+' from 'B-'. TUESDAY MORNING: Plans to File for Bankruptcy for Second Time ------------------------------------------------------------- Rachel Butt of Bloomberg Law reports that discount retailer Tuesday Morning discount home-goods retailer Tuesday Morning Corp. is exploring restructuring options including what would potentially be its second bankruptcy filing in less than two years, according to people with knowledge of the matter. The Company is getting advice from Piper Sandler Cos., the people said. Tuesday Morning has inked debt deals to give it breathing room, but has struggled amid inflation and supply chain bottlenecks. Restructuring talks are in the early stages and could change, the people said. About Tuesday Morning Corp. Tuesday Morning Corporation, then with around 700 stores in 40 states, filed Chapter 11 protection on May 27, 2020 (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning, which sought bankruptcy protection with its subsidiaries, disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale was the case judge. The Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC was the claims and noticing agent. The official committee of unsecured creditors tapped Munsch Hardt Kopf & Harr, P.C., as counsel. * * * Tuesday Morning announced Jan. 4, 2021, it has successfully completed its reorganization and emerged from Chapter 11 bankruptcy. Tuesday Morning is supported by a $110 million asset-backed lending facility provided by J.P. Morgan, Wells Fargo, and Bank of America. The Company further optimized its store footprint and exited Chapter 11 with 490 of its best performing stores. Following emergence from Chapter 11, Tuesday Morning began trading on Jan. 21 on OTCQX under the symbol "TUEM." VANGUARD ROOFING: Seeks Interim Cash Collateral Access ------------------------------------------------------ Vanguard Roofing, LLC asks the U.S. Bankruptcy Court for the Western District of Virginia, Lynchburg Division, for authority to use cash collateral on an interim basis and provide adequate protection. The Debtor requires the use of cash collateral to permit it to purchase supplies, pay vendors, meet its payroll obligations to its employees, satisfy deposit and payment obligations to utilities and other providers, maintain in effect its insurance policies, preserve and protect its assets, and generally and otherwise pay obligations critical to continuing the operation of its business. The Debtor's prepetition financial problems have arisen from a few sources, including: a. The Debtor had a large roofing job that experienced difficulties requiring the Debtor to re-install the roof, which caused the Debtor to lose over $50,000 on the job. b. The Debtor experienced cash flow problems with costs paid in the first part of the year, including excess advertising expenses and significant downturn in business due to the economy and weather in the first part of the year. The Debtor has a loan with the Small Business Administration and Kalamata Capital Group, which claim security interest in the Debtor's accounts receivable. The SBA has a properly perfected security interest in all of the Debtor's accounts receivable Collateral pursuant to a security agreement. The security interest granted in the SBA Security Agreement was perfected by a UCC-1 filing dated June 30, 2020. Kalamata Capital Group has a properly perfected security interest in all of the Debtor's accounts receivable Collateral pursuant to a security agreement dated January 6, 2022. The security interest granted in the Security Agreement was perfected by a UCC-1 filing dated January 8, 2022. As adequate protection, the Debtor proposes that the SBA and Kalamata Capital Group receive a continuing interest in and lien on all of the Debtor's collateral of the same type and nature that exists as of the Petition Date with the same validity (or invalidity) and priority as exists as of the Petition Date. The Replacement Liens will be perfected, enforceable, choate, and effective without the necessity of the Lienholders taking any other action, including the filing of any additional security documents with respect thereto. A hearing on the matter is scheduled for August 4, 2022 at 11 a.m. A copy of the motion is available at https://bit.ly/3S1Tqs8 from PacerMonitor.com. About Vanguard Roofing, LLC Vanguard Roofing, LLC operates a roofing contracting business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 22-60697) on July 18, 2022. In the petition signed by Gary Greenwood, chief executive officer, the Debtor disclosed up to $500,000 in both assets and liabilities. Martin C. Conway, Esq. at Conway Law Group, PC is the Debtor's counsel. VOYAGER DIGITAL: Kirkland Lawyers Charge $3 Mil. for 3-Week Work ---------------------------------------------------------------- Roy Strom of Bloomberg Law reports that Kirkland & Ellis charged crypto broker Voyager Digital Holdings Inc. $3 million in less than a month for work on the company's closely-watched Chapter 11 bankruptcy case. Kirkland, the world's largest law firm by revenue, is representing Voyager and fellow crypto company Celsius Network LLC in separate bankruptcies. The cases raise important questions about how crypto assets are handled in corporate reorganizations. Kirkland charged Voyager a retainer of $1 million on June 17 and requested $2 million more by July 1, 2022, according to a court document filed Wednesday, July 20, 2022. The company had used just more than $2 million of Kirkland's legal services by July 5, 2022, leaving them a cushion of about $870,000. The firm's highest-priced lawyer, who was not identified, is charging $1,995 an hour for work on the case, according to the court filing. A handful of well-known lawyers in Big Law charge more than $2,000. Law firms often request retainers in bankruptcy cases and work down the fees as the case progresses. Firms must disclose their fees in the bankruptcy process. Voyager hired Kirkland in mid-June to replace a previous bankruptcy counsel, it said in court documents. That previous law firm was Akin Gump, the Wall Street Journal reported. Kirkland has been the busiest law firm in major Chapter 11 cases over the last few years, earning more than $200 million in prepetition filing fees for such cases in 2020, the last busy year for bankruptcy lawyers. The Kirkland said Voyager is in discussions regarding potential M&A transactions, but didn't name any of those parties. The disclosure also said some Kirkland lawyers are Voyager customers, noting those lawyers will not perform any work on the case. About Voyager Digital Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- runs a cryptocurrency platform. Voyager claims to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, as chief executive officer, the Debtor estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; BERKELEY RESEARCH GROUP, LLC, as financial advisor; MOELIS & COMPANY as investment banker; and CONSELLO GROUP as strategic financial advisor. STRETTO, INC., is the claims agent. WEBER-STEPHEN PRODUCTS: Moody's Cuts CFR to Caa1, Outlook Neg. -------------------------------------------------------------- Moody's Investors Service downgraded Weber-Stephen Products LLC's ratings, including its Corporate Family Rating to Caa1 from B3, its Probability of Default Rating to Caa1-PD from B3-PD, and the rating on the company's senior secured first lien credit facility to Caa1 from B3. The first lien credit facility consists of a $300 million revolver due 2025, a $1,250 million original amount term loan due 2027, and a $250 million incremental term loan due 2027. Moody's also downgraded the company's Speculative Grade Liquidity rating to SGL-4 from SGL-3 and the outlook is negative. The ratings actions and negative outlook reflects Weber's continued deterioration of profitability and constrained liquidity amid persistent cost pressures and weaking consumer demand. The company expects to report sales for the third quarter of fiscal 2022 of $525 - $530 million, or a year-over-year decline of around 21%. Weber also expects its company-adjusted EBITDA to be marginally profitable for the same period, which is materially lower than Moody's previous expectations. This follows Weber's meaningfully lower revenue and earnings outlook for fiscal 2022 during its second quarter earnings call relative to its prior expectations earlier during the fiscal year. Ongoing inflationary pressures on consumer spending along with a shift in spending towards categories such as travel is negatively impacting retail traffic and demand for outdoor grills. Despite the company's price increase initiatives, the high promotional activity in efforts to improve retail sales and reduce inventories is also negatively impacting profitability. In addition, unfavorable foreign exchange is meaningfully and negatively impacting Weber's operating results and debt service ability since debt is all denominated in US dollars, as well as unfavorable mix, and high freight costs. The company expects these market pressures to persist at least through the fourth quarter of its fiscal year ending September 2022. As a result, Moody's expects Weber's credit metrics will materially deteriorate in fiscal 2022 and into fiscal 2023. The company also reported changes to its executive management team, including the departure of its chief executive office, and that it is pursuing several costs savings initiatives that include workforce reduction and expense controls, as well as improvement in working capital. However, Moody's views the company's capital structure as unsustainable at the current earnings level and the company will need to improve profitability towards historical levels to restore positive free cash flow and to sustain debt service. There is uncertainty around the company's ability to successfully and timely mitigate ongoing cost pressures to improve profit margin, and Moody's expects consumer demand for the company's products to continue to be pressured by high inflation or consumers trading down to lower priced products. Execution risks is heightened by Weber's high business and cash flow seasonality. Cost inflation or consumer demand trends could worsen during periods of high seasonality and increasing economic uncertainty. The ratings actions including the downgrade of Weber's Speculative Grade Liquidity to SGL-4 from SGL-3, which reflects the company's weak liquidity over the next 12 months due to the limited covenant flexibility on the company's revolver facility and Moody's expectations that the company will need more than $105 million of external liquidity to fund highly seasonal cash flow. Free cash flows will be pressured by the expected lower earnings during the second half of fiscal 2022 and anticipated seasonal investments in working capital during the first half of fiscal 2023 ahead of the grilling season. As a result, Moody's anticipates that the company will need to largely rely on revolver borrowings to fund cash flow seasonality over the next 12 months. Moody's also projects that the company's leverage will exceed the revolver's net first lien leverage springing financial maintenance covenant of less than 7.0x, which is tested if borrowings exceed 35% of the commitment amount or $105 million. Weber reported it is committed to working with its lender partners to remain in compliance with the covenants. Moody's believes a covenant amendment will be necessary because the company will need to borrow more than $105 million on the revolver to fund anticipated cash needs during the first half of fiscal 2023. The Caa1 CFR reflects Moody's expectations that the company will successfully resolve the currently limited covenant flexibility, though an amendment is not assumed in the liquidity framework driving the SGL-4 rating. The following summarizes the rating action: Downgrades: Issuer: Weber-Stephen Products LLC Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: Weber-Stephen Products LLC Outlook, Remains Negative RATINGS RATIONALE Weber's Caa1 CFR reflects its narrow product focus in the somewhat mature and discretionary outdoor grills product category, high customer concentration, and high seasonality that creates business volatility. Persistent high inflation is pressuring consumer discretionary spending and is negatively impacting consumer demand for outdoor grills with the company reporting meaningful revenue declines in 2022. The company's profitability faces ongoing costs inflation and supply chain pressures that are only partially offset by pricing initiatives and expense controls, and meaningful unfavorable foreign exchange headwinds given its large international business. Weber's SGL-4 Speculative Grade Liquidity reflects its weak liquidity driven by its limited financial flexibility to fund highly seasonal cash flows over the next 12 months due to lower earnings and currently limited covenant flexibility. Weber's rating also reflects its meaningful scale with revenue over $1.5 billion, and its solid market-leading position with a large grill install base. The company benefits from its good brand recognition within the outdoor grill industry, good geographic diversification, and established ecommerce business. Weber relies on raw materials primarily steel and aluminum as part of its manufacturing process. The company is exposed to the carbon transition and waste and pollution risks related to the very energy intensive metals production, which could increase input costs. However, a portion of cost increases can generally be passed on to the consumer. The company is exposed to health and safety risks typical in a manufacturing environment. Factors such as responsible sourcing and production should help protect Weber's strong brand image and market position. Weber has negative exposure to governance risk related to its ownership concentration with financial sponsors having a controlling ownership stake in the company, and the company's aggressive financial strategy under its controlling shareholder that includes debt-financed shareholder distributions. The company is also exposed to management track record risks given meaningful underperformance relative to its financial targets and recent management changes including the departure of its chief executive officer. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects Weber's meaningful deterioration in profitability and credit metrics, as well as the company's constrained liquidity driven by Moody's expectations of lower earnings and cash flow generation during the second half of 2022, and the company's limited financial flexibility to fund business seasonality over the next 12 months. The negative outlook also reflects Moody's view that the capital structure could remain unsustainable and default risk could increase if the company is unable to improve profitability towards historical levels over the next 12 months. The ratings could be upgraded if the company demonstrates a track record of improving financial operating results including EBITDA margin recovering towards historical levels, and generates positive free cash flows with good levels of reinvestments on an annual basis, while debt/EBITDA is sustained below 8.0x. A ratings upgrade would also require the company to maintain at least adequate liquidity, including lower reliance on revolver borrowings. Ratings could be downgraded if the company's operating performance including the EBITDA margin does not improve, or free cash flow remains negative. The ratings could also be downgraded if liquidity deteriorates for any reason including limited availability on the revolver facility, or if the risk of an event of default increases including a distress exchange. Headquartered in Palatine, Illinois, Weber-Stephen Products LLC (Weber) is a global manufacturer, marketer and distributor of barbecue grills and accessories. Weber reported revenue for the LTM period ending March 31, 2022 of $1.9 billion and its largest market is the Americas (56% of 2021 revenue). Following the August 2021 initial public offering of Weber, Inc., the company remains controlled by its merchant bank financial sponsor BDT Capital Partners, LLC with more than 50% voting power. Weber, Inc. is the indirect parent of Weber-Stephen Products LLC, and its shares are listed on the New York Stock Exchange under the ticker symbol "WEBR". The principal methodology used in these ratings was Consumer Durables published in September 2021. WELLFUL INC: S&P Rates $30MM Incremental First-Lien Term Loan 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to U.S. based weight-loss and nutritional healthy supplement seller Wellful Inc.'s (formerly known as KNS Acquisition Corp.) $30 million incremental first-lien term loan. The recovery rating is '3', indicating S&P's expectation of meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a default. Combined with cash on its balance sheet, revolver borrowings, and an incremental $25 million second-lien add-on, the company plans to use the proceeds to fund the $100 million acquisition of two brands within the men's health and nutritional supplement segment. S&P projects this transaction to be slightly deleveraging, with pro forma adjusted leverage for last-12-months ending in the first-quarter 2022 decreasing to around 5.7x from 6x. S&P is also revising its rounded estimate on the company's existing first-lien term loan to 65% from 60%, reflecting the increase in value for the acquisition that improves recovery prospects. S&P said, "Our ratings on the company reflect Wellful's participation in the highly fragmented and competitive health and wellness industry, and our expectation for leverage to remain around 6x. The company was formed by the combination of Nutrisystem and Adaptive Health in 2021 to leverage its proprietary direct-to-consumer digital marketing platform. We believe this platform is a key competitive advantage and adding new product offerings through this platform will benefit the company's operating scale and efficiency. Although this transaction is slightly deleveraging, we continue to expect leverage will remain high due to its acquisitive growth strategy and financial sponsor ownership." Issue Ratings - Recovery Analysis Key analytical factors S&P's simulated default scenario considers a default in 2025, reflecting increased competition from larger players in the health and wellness market and operational missteps resulting in loss of customers and key customer relationships. These factors significantly deteriorate EBITDA and cash flow, causing a payment default. Simulated default assumptions --Year of default: 2025 -- Debt service assumption: $78 million (assumed default year interest and amortization) -- Minimum capex assumption: $9 million -- Preliminary emergence EBITDA: $ 86 million -- Operational adjustment: -5% -- Emergence EBITDA: $85 million -- Implied enterprise value multiple: 5.5x -- Gross enterprise value: $450 million Simplified waterfall -- Net recovery value (after 5% administrative cost): $450 billion -- Valuation split% (obligor/nonobligors): 99%/1% -- Value available for first-lien claims: $427 million -- Estimated secured claims: $627 million --Recovery range: 50%-70% (rounded estimate: 65%) WINDSOR FALLS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Windsor Falls Condominium Association, Inc. 8189 Cabin Lake Drive Jacksonville, FL 32256 Chapter 11 Petition Date: July 27, 2022 Court: United States Bankruptcy Court Middle District of Florida Case No.: 22-01491 Debtor's Counsel: Robert Wilcox, Esq. WILCOX LAW FIRM 1301 Riverplace Blvd. Suite 800 Jacksonville, FL 32207 Tel: 904-405-1250 Email: rw@wlflaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ray Walz as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4TL3CMQ/Windsor_Falls_Condominium_Association__flmbke-22-01491__0001.0.pdf?mcid=tGE4TAMA [*] Bankruptcy Judge Mediation Faces Calls for Greater Scrutiny --------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that the practice of tapping bankruptcy judges to serve as mediators of complex disputes in other bankruptcy judges' cases has emerged in recent high-profile Chapter 11 filings, reviving restructuring professionals' questions about transparency and fairness. Chapter 11 debtors like to use judges as mediators because they are knowledgeable about bankruptcy and, importantly, come free of charge. Recent cases like Purdue Pharma LP, Madison Square Boys & Girls Club Inc. and Brazos Electric Power Cooperative Inc. have involved a sitting bankruptcy judge other than the one assigned to their case to broker major deals with creditors. But allowing the debtor to set the mediation parameters at the case's outset, such as selecting the mediating judge or participating creditors, raises fairness questions, skeptics of the practice say. Bringing in judges as mediators can create unease if the attorneys involved are appearing before the mediating judge in a separate case, they say. "It is more pressing to examine now in the bankruptcy world if Chapter 11 debtors are immediately demanding particular parties be directed into mediation with a sitting judge the very first moments they enter the bankruptcy process," said Melissa Jacoby, a bankruptcy professor at the University of North Carolina who plans to publish a final version of her report on the issue soon. Transparency and disclosure have lain at the center of bankruptcy practice. But if debtors launch immediately into private, confidential mediation between only certain parties, other stakeholders -- often those with little power -- may be left out of the negotiations before they're "barely aware of the case," Jacoby said. Using sitting judges as mediators remains "an effective tool," said Clifford White, who previously served as director of the US Trustee, the Justice Department's bankruptcy watchdog. But the practice needs clearer rules since the risk of overreach is "substantial," he said. "It has to be very carefully considered and shouldn't be freewheeling." Mediating Central Disputes In Chapter 11, the presiding bankruptcy judge makes rulings on nearly every aspect of the case, ranging from approving the hiring of the debtor's lawyers to reorganization plan approval. But some disputes are best resolved by a "neutral" who can hear arguments and weigh evidence that might be inadmissible or the parties don't want to share with the presiding judge. The "neutral" role is sometimes filled by a private mediator who charges hourly, or by a sitting judge. The practice of naming a sitting judge as mediator is fairly routine. But Madison Square Boys & Girls Club, a non-profit for under-serviced New York youth raised eyebrows with an unusual request to appoint a mediating judge -- to resolve 149 claims of sex abuse -- on the same day it filed for bankruptcy protection in June 2022. The organization asked for a specific judge, another unusual request. That judge, Bankruptcy Judge Shelley Chapman of the Southern District of New York, also served as a mediator in the Purdue Pharma opioid abuse case. After she got involved, members of the Sackler family that owned Purdue agreed to contribute $6 billion to a wide-ranging settlement of opioid-related claims. Courts have found judicial mediation to be helpful in municipal bankruptcies, too, including the two largest in history -- Detroit and Puerto Rico. The Detroit case stood out because the mediator, Judge Gerald Rosen of the US District Court for the Eastern District of Michigan, went beyond negotiating with parties behind closed doors, according to White, the former US Trustee director. White, who recently stepped down after 17 years as director of the Executive Office of the US Trustee, noted that Rosen made public statements and lobbied legislators to assist with the city's restructuring. Gravitas, Insider Knowledge The principal benefit to using bankruptcy judges as mediator is obvious -- their services are free. Judge-overseen mediation also can often be speedier than private mediation, said Kevin Carey, a former Delaware bankruptcy judge and now an attorney with Hogan Lovells LLP. Judges come "with knowledge and gravitas, which really matters," said Carey, who serves as a private mediator. Additionally, a judicial mediator likely has "inside knowledge," said Eugene Wedoff, a former bankruptcy judge from the US Bankruptcy Court for the Northern District of Illinois. The mediator usually knows -- and often works down the hall from -- the presiding judge. The mediating judge can say to one or all of the mediating parties, "I know your judge thinks x, y, and z" on a particular issue or legal question, "so you might want to take that into consideration," Wedoff said. A judicially mediated settlement also can give the presiding judge confidence in the reasonableness of a proposed deal. Settlement agreements must be approved by the judge overseeing the bankruptcy, according to the bankruptcy code and rules. Privy to Information That the mediating judge's opinions carry weight cuts both ways. It can also potentially, and perhaps even unconsciously, affect how a party or its attorney makes decisions. There's often a perception by counsel and their clients that the mediating judge and the presiding judge will discuss the case among themselves, Jacoby said. That's significant because the mediator is often privy to information that a party wouldn't want the presiding judge to have, or which may be inadmissible in court. "Counsel was always concerned about that -- judges communicating," Carey said. Even though the rules in Delaware prohibit such communications, "I'm not sure lawyers believed that," he said. A judicial mediator can also appear to hold too much sway. "Current judges still have robes, gavels, and contempt powers," Jacoby said. If attorneys are required to participate in mediation before a judge and also happen to be appearing before that same judge in a separate case, "they could be fearful if they don't follow the mediator's advice they can be prejudiced" in the other case, Wedoff said. The mediating judge also should not force a compromise and ensure that everyone involved is participating in the talks voluntarily, White said. "Judges should not become advocates for an outcome," White said. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re 270 Berger Real Estate, LLC Bankr. D.N.J. Case No. 22-15665 Chapter 11 Petition filed July 17, 2022 See https://www.pacermonitor.com/view/N73X5VA/270_Berger_Real_Estate_LLC__njbke-22-15665__0001.0.pdf?mcid=tGE4TAMA represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER LLC E-mail: tneumann@bnfsbankruptcy.com In re Alvarenga Transport, LLC Bankr. E.D. Cal. Case No. 22-11226 Chapter 11 Petition filed July 18, 2022 See https://www.pacermonitor.com/view/Y7QOLNI/Alvarenga_Transport_LLC__caebke-22-11226__0001.0.pdf?mcid=tGE4TAMA represented by: Peter Fear, Esq. FEAR WADDELL, P.C. E-mail: pfear@fearlaw.com In re Ahia Taxi, LLC Bankr. S.D.N.Y. Case No. 22-10987 Chapter 11 Petition filed July 18, 2022 See https://www.pacermonitor.com/view/SXS5D6Y/Ahia_Taxi_LLC__nysbke-22-10987__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas A. Farinella, Esq. LAW OFFICE OF THOMAS A. FAIRNELLA, PC E-mail: tf@lawtaf.com In re 1MFAC Corp, Inc. Bankr. W.D. Tenn. Case No. 22-22938 Chapter 11 Petition filed July 18, 2022 See https://www.pacermonitor.com/view/JIBFI4A/1MFAC_Corp_Inc__tnwbke-22-22938__0001.0.pdf?mcid=tGE4TAMA represented by: Curtis Johnson, Esq. JOHNSON AND JOHNSON PC E-mail: cjohnson@johnsonandjohnsonattys.com In re AWKNG, Inc. Bankr. M.D. Fla. Case No. 22-01434 Chapter 11 Petition filed July 19, 2022 See https://www.pacermonitor.com/view/FAZBWCY/AWKNG_Inc__flmbke-22-01434__0001.0.pdf?mcid=tGE4TAMA represented by: William B. McDaniel, Esq. LANSING ROY, PA E-mail: information@lansingroy.com In re Clarence Plummer Bankr. M.D. Fla. Case No. 22-02916 Chapter 11 Petition filed July 20, 2022 represented by: David Wilson, Esq. In re Michael Jay Flesher Bankr. M.D. Ga. Case No. 22-50787 Chapter 11 Petition filed July 20, 2022 represented by: Robert Matson, Esq. AKIN, WEBSTER & MATSON, P.C. In re Tammy Sneed Bankr. N.D. Ill. Case No. 22-08120 Chapter 11 Petition filed July 20, 2022 represented by: Elizabeth Sullivan, Esq. In re J.E.H. Properties I, LLC Bankr. S.D.N.Y. Case No. 22-35449 Chapter 11 Petition filed July 20, 2022 See https://www.pacermonitor.com/view/6DFOSTY/JEH_Properties_I_LLC__nysbke-22-35449__0001.0.pdf?mcid=tGE4TAMA represented by: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP E-mail: dkirby@kacllp.com In re J.E.H. Properties II, LLC Bankr. S.D.N.Y. Case No. 22-35450 Chapter 11 Petition filed July 20, 2022 See https://www.pacermonitor.com/view/FA2EFUA/JEH_Properties_II_LLC__nysbke-22-35450__0001.0.pdf?mcid=tGE4TAMA represented by: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP E-mail: dkirby@kacllp.com In re K&A Property Solutions LLC Bankr. M.D. Fla. Case No. 22-02592 Chapter 11 Petition filed July 21, 2022 See https://www.pacermonitor.com/view/W46WNPI/KA_Property_Solutions_LLC__flmbke-22-02592__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP E-mail: develasquez@lathamluna.com In re Global Home Connect LLC Bankr. M.D. Fla. Case No. 22-02924 Chapter 11 Petition filed July 21, 2022 See https://www.pacermonitor.com/view/5EOATMY/Global_Home_Connect_LLC__flmbke-22-02924__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN @ BEAUDINE LLP E-mail: dvelasquez@lathamluna.com In re 13 Marcus Garvey LLC Bankr. E.D.N.Y. Case No. 22-41738 Chapter 11 Petition filed July 21, 2022 See https://www.pacermonitor.com/view/WXZCWII/13_Marcus_Garvey_LLC__nyebke-22-41738__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Aleida Velasquez Bankr. E.D.N.Y. Case No. 22-71842 Chapter 11 Petition filed July 21, 2022 In re JJJCC & K Management Corp. Bankr. E.D.N.Y. Case No. 22-41739 Chapter 11 Petition filed July 21, 2022 See https://www.pacermonitor.com/view/XNMJJ2Q/JJJCC__K_Management_Corp__nyebke-22-41739__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 2999TC Founders, LLC Bankr. E.D. Tex. Case No. 22-40911 Chapter 11 Petition filed July 21, 2022 See https://www.pacermonitor.com/view/3YAHIUY/2999TC_Founders_LLC__txebke-22-40911__0001.0.pdf?mcid=tGE4TAMA represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com In re Sam Usamah Khulusi Bankr. C.D. Cal. Case No. 22-13980 Chapter 11 Petition filed July 22, 2022 represented by: Andrew Bisom, Esq. In re Christopher F. Markham Bankr. N.D. Fla. Case No. 22-30425 Chapter 11 Petition filed July 22, 2022 represented by: Jodi Dubose, Esq. In re Proverbs Holdings LLC Bankr. W.D. Mo. Case No. 22-40883 Chapter 11 Petition filed July 22, 2022 See https://www.pacermonitor.com/view/VYH2NOI/Proverbs_Holdings_LLC__mowbke-22-40883__0004.0.pdf?mcid=tGE4TAMA represented by: James Green, Esq. E-mail: jamesjrn27@gmail.com In re Chon Kwon and Hun Joo Har Bankr. D.N.J. Case No. 22-15794 Chapter 11 Petition filed July 22, 2022 represented by: David L. Stevens, Esq. In re Go-Pro Maintenance Inc. Bankr. E.D.N.Y. Case No. 22-41756 Chapter 11 Petition filed July 22, 2022 See https://www.pacermonitor.com/view/7YSR6CQ/Go-Pro_Maintenance_Inc__nyebke-22-41756__0001.0.pdf?mcid=tGE4TAMA represented by: Ralph E. Preite, Esq. KOUTSOUDAKIS & IAKOVOU LAW GROUP PLLC E-mail: ralph@kilegal.com; kyriaki@kilegal.com In re W.B. Maintenance & Repair Corp. Bankr. E.D.N.Y. Case No. 22-41757 Chapter 11 Petition filed July 22, 2022 See https://www.pacermonitor.com/view/4A25DPI/WB_Maintenance__Repair_Corp__nyebke-22-41757__0001.0.pdf?mcid=tGE4TAMA represented by: Ralph E. Preite, Esq. KOUTSOUDAKIS & IAKOVOU LAW GROUP PLLC E-mail: ralph@kilegal.com; kyriaki@kilegal.com In re W.B. & Son Construction Corp. Bankr. E.D.N.Y. Case No. 22-41758 Chapter 11 Petition filed July 22, 2022 See https://www.pacermonitor.com/view/4LCQDOQ/WB__Son_Construction_Corp__nyebke-22-41758__0001.0.pdf?mcid=tGE4TAMA represented by: Ralph E. Preite, Esq. KOUTSOUDAKIS & IAKOVOU LAW GROUP PLLC E-mail: ralph@kilegal.com; kyriaki@kilegal.com In re WB Maintenance Inc. Bankr. E.D.N.Y. Case No. 22-41755 Chapter 11 Petition filed July 22, 2022 See https://www.pacermonitor.com/view/7RDWRYI/WB_Maintenance_Inc__nyebke-22-41755__0001.0.pdf?mcid=tGE4TAMA represented by: Ralph E. Preite, Esq. KOUTSOUDAKIS & IAKOVOU LAW GROUP PLLC E-mail: ralph@kilegal.com; kyriaki@kilegal.com In re WB Maintenance & Design Group Inc. Bankr. E.D.N.Y. Case No. 22-41759 Chapter 11 Petition filed July 22, 2022 See https://www.pacermonitor.com/view/4TUDIKQ/WB_Maintenance__Design_Group__nyebke-22-41759__0001.0.pdf?mcid=tGE4TAMA represented by: Ralph E. Preite, Esq. KOUTSOUDAKIS & IAKOVOU LAW GROUP PLLC E-mail: ralph@kilegal.com; kyriaki@kilegal.com In re Helen Marie Simonsen, Inc. Bankr. S.D.N.Y. Case No. 22-35460 Chapter 11 Petition filed July 22, 2022 See https://www.pacermonitor.com/view/QMVTO5Y/Helen_Marie_Simonsen_Inc__nysbke-22-35460__0001.0.pdf?mcid=tGE4TAMA represented by: Michael D. Pinsky, Esq. LAW OFFICE OF MICHAEL D. PINKSY, P.C. E-mail: michael.d.pinsky@gmail.com In re Elite Products Inc. Bankr. D.P.R. Case No. 22-02142 Chapter 11 Petition filed July 22, 2022 See https://www.pacermonitor.com/view/HHT5UJQ/ELITE_PRODUCTS_INC__prbke-22-02142__0001.0.pdf?mcid=tGE4TAMA represented by: Jesus E. Batista Sanchez, Esq. THE BATISTA LAW GROUP E-mail: jeb@batistasanchez.com In re Guadalupe Valenzuela Bankr. W.D. Tex. Case No. 22-30553 Chapter 11 Petition filed July 22, 2022 represented by: E.P. Bud Kirk, Esq. In re Magic Designs, Inc. Bankr. C.D. Cal. Case No. 22-13987 Chapter 11 Petition filed July 23, 2022 See https://www.pacermonitor.com/view/CKZYN4Y/Magic_Designs_Inc__cacbke-22-13987__0001.0.pdf?mcid=tGE4TAMA represented by: Tamar Terzian, Esq. EPPS & COULSON, LLP E-mail: tterzian@eppscoulson.com In re Brian J. Forte Bankr. M.D. Fla. Case No. 22-02965 Chapter 11 Petition filed July 23, 2022 represented by: Jake Blanchard, Esq. In re Christopher A. Lane Bankr. W.D. Pa. Case No. 22-21432 Chapter 11 Petition filed July 24, 2022 represented by: Kirk Burkley, Esq. In re Hal Preston Whitney Bankr. D. Colo. Case No. 22-12716 Chapter 11 Petition filed July 25, 2022 represented by: Jonathan Dickey, Esq. KUTNER BRINEN DICKEY RILEY, P.C. E-mail: JMD@KutnerLaw.com In re South Florida Fund & Management LLC Bankr. S.D. Fla. Case No. 22-15672 Chapter 11 Petition filed July 25, 2022 See https://www.pacermonitor.com/view/TJQ276Y/South_Florida_Fund__Management__flsbke-22-15672__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Palace Cafe, Inc. Bankr. W.D. La. Case No. 22-50478 Chapter 11 Petition filed July 25, 2022 See https://www.pacermonitor.com/view/6DZTMRQ/Palace_Cafe_Inc__lawbke-22-50478__0001.0.pdf?mcid=tGE4TAMA represented by: D. Patrick Keating, Esq. THE KEATING FIRM, APLC E-mail: rick@dmsfirm.com In re Texas Marine Supplies, LLC Bankr. S.D. Tex. Case No. 22-32055 Chapter 11 Petition filed July 25, 2022 See https://www.pacermonitor.com/view/OJFCT4A/Texas_Marine_Supplies_LLC__txsbke-22-32055__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C. Lane, Esq. THE LANE LAW FIRM E-mail: notifications@lanelaw.com ********* 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. 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