/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220926.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 26, 2022, Vol. 26, No. 268 Headlines 212 EAST 72ND: Secured Creditor's Plan Projects 10% for Unsecureds 3333 ALPHARETTA: Case Summary & 20 Largest Unsecured Creditors 7614 LLC: Voluntary Chapter 11 Case Summary 8E14 NETWORKS: Unsecureds Owed $8M Unimpaired in Plan AA FOOD: Court Approves Disclosure Statement ACERO CHARTER SCHOOLS: S&P Places BB+ Rev Bond Rating on Watch Neg ADVANCED REIMBURSEMENT: Case Summary & 20 Top Unsecured Creditors ADVANTAGE LIMOUSINE: Unsecureds Will be Paid 100% Under Plan AIBUY INC: Involuntary Chapter 11 Case Summary AIRPORT VAN RENTAL: Court Confirms First Amended Plan ANTELOPE VALLEY: Moody's Withdraws Ba2 Rating on Revenue Bonds ANYWHERE REAL ESTATE: S&P Affirms 'BB-' ICR, Outlook Stable ARMATA PHARMACEUTICALS: Schedules Annual Meeting for Nov. 16 ATI INC: Egan-Jones Retains B- Senior Unsecured Ratings ATKINS NUTRITIONALS: Moody's Ups CFR & Sec. First Lien Debt to Ba3 AUTOKINITON US: Moody's Affirms B2 CFR & Alters Outlook to Stable AYRO INC: Marcum Replaces Friedman as Auditor AYTU BIOPHARMA: To Report Q4, Fiscal 2022 Results on Sept. 27 BARTECH GROUP: Voluntary Chapter 11 Case Summary BASIC WATER: Oct. 18 Final Hearing to Access Cash Collateral BITNILE HOLDINGS: Acquires 69.7% Equity Stake in Giga-Tronics BITNILE HOLDINGS: Has 6.5% Stake in SilverSun Technologies BOMB FACTORY: Claims Will be Paid in Full in Plan BRAND44: Wins Interim Cash Collateral Access BRINKER INTERNATIONAL: Egan-Jones Retains B Sr. Unsecured Ratings CANOPY GROWTH: All Four Proposals Passed at Annual Meeting CARDINAL HEALTH: Egan-Jones Retains BB+ Senior Unsecured Ratings CELSIUS NETWORK: Asks Permission to Sell Stablecoin Assets CENTRAL FLORIDA CIVIL: Wins Interim Cash Collateral Access CHIVINE RESOURCES: Seeks to Use Cash Collateral CLEARPOINT NEURO: Appoints Mazin Sabra as Chief Operating Officer CMC MATERIALS: Egan-Jones Withdraws BB- Senior Unsecured Ratings D&F RESOURCES: Claims to be Paid From Future Business DAVITA INC: Egan-Jones Retains BB- Senior Unsecured Ratings DEALER PRODUCTS: Wins Cash Collateral Access Thru Dec 27 DIAMONDHEAD CASINO: Marcum Replaces Friedman as Auditor DIEBOLD NIXDORF: Egan-Jones Retains CCC Senior Unsecured Ratings ECOARK HOLDINGS: Jay Puchir Quits as Banner's CEO, President EL RANCHO: Voluntary Chapter 11 Case Summary EMPIRE SPORTS: Wins Interim Cash Collateral Access ENVISION HEALTHCARE: Moody's Cuts CFR to 'C', Outlook Stable EVERGREEN SITE: Case Summary & Four Unsecured Creditors EVOKE PHARMA: Issued Notice of Allowance for GIMOTI Nasal Spray EXPEDIA GROUP: Egan-Jones Retains B+ Senior Unsecured Ratings EYP GROUP: Classes A3 and B2 Unsecureds Owed $250K Unimpaired FREE SPEECH: Wins Interim Cash Collateral Access GAINWELL HOLDING: Moody's Assigns 'B3' CFR, Outlook Stable GENERATION BRIDGE II: S&P Affirms 'BB-' Rating on Sec. Term Loan GIGA-TRONICS INC: BitNile Holdings Reports 69.7% Equity Stake GLATFELTER CORP: Egan-Jones Retains BB Senior Unsecured Ratings GLEAMIN INC: Seeks Cash Collateral Access GOODYEAR TIRE: Egan-Jones Retains BB- Senior Unsecured Ratings GREEN PLAINS: Egan-Jones Retains B- Senior Unsecured Ratings HANESBRANDS INC: Egan-Jones Retains B+ Senior Unsecured Ratings HARDIN TRUCKING: Wins Interim Cash Collateral Access HERO NUTRITIONAL: Has Deal on Cash Collateral Access HOUSTON AMERICAN: Adjourns Annual Stockholders' Meeting to Oct. 25 IBIO INC: Acquires RubrYc's AI Drug Discovery Platform and Pipeline INGRAM MICRO: Proposed IPO No Impact on Moody's 'Ba3' CFR INVENERGY THERMAL: S&P Affirms 'BB' ICR, Outlook Negative JEFFERSON LA BREA: Seeks Cash Collateral Access Thru Dec 31 JOHNSON & JOHNSON: Appellate Judge Ambro Will Weigh Talc Appeal JOSEPH KLAYNBERG: Court Okays Appointment of Chapter 11 Trustee JUMBA LLC: Case Summary & Four Unsecured Creditors KALBARRI AUSTRALIA: Seeks Interim Cash Collateral Access KEYWAY APARTMENT: Wins Cash Collateral Access Thru Oct 4 KINGS RIVER: Voluntary Chapter 11 Case Summary KNOW LABS: Closes $8.28 Million Public Offering of Common Shares LANGSTON CONSTRUCTION: Hearing Today on Cash Collateral Access LAS VEGAS SANDS: Egan-Jones Hikes Senior Unsecured Ratings to B+ LASHLINER INC: Wins Cash Collateral Access Thru Oct 7 LEVEL FOUR ORTHOTICS: Womble Bond Represents Cascade, 3 Others LIVEONE INC: All Four Proposals Passed at Annual Meeting LTL MANAGEMENT: Womble Bond Updates on States Group MAVERICK GAMING: S&P Affirms 'B-' ICR, Outlook Stable MAYAN POOLS: Unsecureds Will Get 50% of Claims in Subchapter V Plan MESQUITE ENERGY: Reaches $2 Mil. Settlement With Sanchez Family MGA MANAGEMENT: Seeks Cash Collateral Access MICROSTRATEGY INC: Buys $6 Million Worth of Bitcoins NCR CORP: Egan-Jones Hikes Senior Unsecured Ratings to B- NELNET INC: S&P Downgrades LT ICR to 'BB+', Outlook Stable NEW JERSEY CITY UNIVERSITY: Moody's Lowers Issuer Rating to Ba2 NEW TROJAN: S&P Downgrades ICR to 'B-', Outlook Negative NEWELL BRANDS: Egan-Jones Retains BB- Senior Unsecured Ratings NORTHWEST SENIOR: Committee Opposes Landlord's Bid for Dismissal NRP LEASE: Court Approves Disclosure Statement PAYROLL MANAGEMENT: Creditors to Get Proceeds from Liquidation PBF ENERGY: Egan-Jones Upgrades Senior Unsecured Ratings to B- PELCO STRUCTURAL: Files Amendment to Disclosure Statement PEOPLE SPEAK: Unsecureds Owed $2M to Get 20%-25% of Claims PG&E CORP: Egan-Jones Retains BB- Senior Unsecured Ratings PIER 1: Egan-Jones Lowers Senior Unsecured Ratings to BB- PILATES AND YOGA: Wins Interim Cash Collateral Access PLAYER'S POKER: Unsecureds Owed $1.4M to Get 30% of Claims PRECIPIO INC: Board Member Adopts Stock Trading Plan PRECIPIO INC: CEO Adopts Stock Trading Plan PROS HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to CCC- PUERTO RICO: Big Banks Drove Island Deeper Into Debt, Says Suit PUERTO RICO: Wachtell, McConnell Advise on Fuel Line Lenders RADIOLOGY PARTNERS: S&P Alters Outlook to Neg., Affirms 'B-' ICR RALPH LAUREN: Egan-Jones Retains BB+ Senior Unsecured Ratings RAMBUS INC: Egan-Jones Hikes Senior Unsecured Ratings to B RED PLANET: Moody's Lowers CFR to 'B3', Outlook Stable RED PLANET: S&P Downgrades ICR to 'B-', Outlook Negative RIGHT ON BRANDS: Cancels 153.1 Million Common Shares ROJO'S FAMOUS: Case Summary & 20 Largest Unsecured Creditors SEAHORSE RESTAURANTS: Files Emergency Bid to Use Cash Collateral SENSATA TECHNOLOGIES: Egan-Jones Retains BB- Sr. Unsecured Ratings SILGAN HOLDINGS: Egan-Jones Retains BB Senior Unsecured Ratings SKINNICITY INC: Court OKs Deal on Cash Collateral Access SOUTHEAST SUPPLY: S&P Downgrades ICR to 'B-', Outlook Negative SOUTHWEST AIRLINES: Egan-Jones Retains BB Senior Unsecured Ratings SPECTRUM BRANDS: Egan-Jones Retains B+ Senior Unsecured Ratings STORED SOLAR: Seeks Interim Cash Collateral Access STRATEGIC IQ: Has Sufficient Cash on Hand to Make Payments SWISSBAKERS INC: Wins Cash Collateral Access Thru Sept 30 TALOS ENERGY: S&P Places 'B-' ICR on CreditWatch Positive TBC COMPANIES: Wins Interim Cash Collateral Access THIRD FLOOR PROPERTIES: Seeks to Use Cash Collateral TORY BURCH: Moody's Affirms 'Ba3' CFR & Alters Outlook to Stable VOYAGER DIGITAL: Kilpatrick Townsend Represents Equity Holders WELD NORTH EDUCATION: S&P Upgrades ICR to 'B', Outlook Stable WIRELESS SYSTEMS: Wins Interim Cash Collateral Access [^] BOND PRICING: For the Week from September 19 to 23, 2022 ********* 212 EAST 72ND: Secured Creditor's Plan Projects 10% for Unsecureds ------------------------------------------------------------------ Secured creditor 72nd Ninth LLC submitted a First Amended Plan of Liquidation for debtor 212 East 72nd Street LLC. The Debtor's exclusive period to file a plan expired on July 20, 2022. To date, the Debtor has been unable to raise sufficient financing to fund a reorganization. Consequently, the next logical step was for the Proponent to file the Plan, which provides for the liquidation of the Debtor by liquidating the Debtor's real property and improvements thereon, commonly known as and located at 212 East 72nd Street, New York, New York 10021 (Block: 1426, Lot 42) (the "Property") and use the proceeds from the sale to pay Claims. The Proponent has engaged a broker Leslie J. Garfield & Co., Inc., as its real estate advisor and it shall market and auction the Property (the "Sale") pursuant to 11 U.S.C. Sec. 363, 1123(a)(5)(D), and 1123(b)(4) to obtain the highest and best price, in accordance with the applicable provisions of the Bankruptcy Code. In the event that the Available Cash on the Effective Date is insufficient to provide creditors of the Debtor's estate with the distributions required to be made on the Effective Date, any shortfall will be funded by the Proponent (by either reducing the distribution to be made on account of the 72nd Ninth Secured Claim, or through Cash to be provided the Proponent) with any such shortfall funding constituting an administrative claim against the Debtor's estate payable from Cash after the Effective Date. Under the Plan, Class 4 General Unsecured Claim total $135,000, in addition to the 72nd Ninth Unsecured Claim, which is in an unknown amount at present, there are three claims, all scheduled, that are general unsecured claims. The claim of Con Edison is scheduled at $135,000. The Proponent believes that the other two scheduled General Unsecured Claims, Hephaistos Construction ($2,800,000) and Perez Maintenance ($90,000), would likely be expunged and/or disallowed if they were subject to objection. Creditors will recover 10% or more of their claims, under section 4.5 of the Plan, if the Proponent is the Successful Bidder based on a credit bid, the Proponent will provide a distribution of $13,500 to holders of the General Unsecured Claims. This amount provides an approximate floor of a 10% distribution based on the estimated amount of claims in this class. The Class is also entitled to additional distributions when and if senior Classes are paid in full. The Proponent believes that this is unlikely to occur, however. If the scheduled General Unsecured Claims of Hephaistos Construction ($2,800,000) and Perez Maintenance ($90,000) are allowed as scheduled and paid, the percentage distribution in this Class from the $13,500.00 will be approximately 0.45%. Subject to the provisions of Article 8 of the Plan with respect to Disputed Claims, and with the exception of holders of General Unsecured Claims who waive any distribution under the Plan on account of their Class 4 General Unsecured Claims, each holder of an Allowed Class 4 General Unsecured Claim will receive on account of such claim a pro rata distribution of Available Cash after all payments to Class 1 Claims, the Class 2 Claim, the Class 3 Claims, and Statutory Fees, and Administrative Claims, with interest from the Petition Date onwards at the rates set forth in the applicable Notes as to Claims in Class 2 and interest from the Petition Date onwards at the Federal Judgment Rate as to Claims in Class 1, Class 3 and Class 4, with interest as to all such Classes being paid in full prior to any payments being made on account of principal; provided, however, that if the Proponent is the Successful Bidder based on a credit bid, the Proponent will provide a distribution of $13,500 to holders of Claims in Class 4 other than the 72nd Ninth Unsecured Claim, the Proponent agreeing to waive the right to receive any distribution from such $13,500 as a member of this Class. Class 4 is impaired. Attorneys for 72nd Ninth LLC: Jerold C. Feuerstein, Esq. Daniel N. Zinman, Esq. Stuart L. Kossar, Esq. KRISS & FEUERSTEIN LLP 360 Lexington Avenue, Suite 1200 New York, NY 10017 Tel: (212) 661-2900 A copy of the First Amended Plan of Liquidation dated September 16, 2022, is available at https://bit.ly/3UjMhV5 from PacerMonitor.com. About 212 East 72nd Street 212 East 72nd Street, LLC owns and operates a townhome located at 212 East 72nd St., N.Y. 212 East 72nd Street filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10351) on March 22, 2022, listing as much as $50 million in both assets and liabilities. Evanthia Koutis, member, signed the petition. Judge Lisa G. Beckerman oversees the case. Leo Fox, Esq., in New York, represents the Debtor in its Chapter 11 case. 3333 ALPHARETTA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: 3333 Alpharetta Lifehope 10 Acre Land, LLC 3333 Old Milton Parkway Alpharetta, GA 30005 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 23, 2022 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 22-57594 Debtor's Counsel: Will Geer, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC 2987 Clairmont Road Suite 350 Atlanta, GA 30329 Tel: 678-587-8740 Email: wgeer@rlkglaw.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $10 million to $50 million The petition was signed by Scott C. Honan as designated manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TPY66QA/3333_Alpharetta_Lifehope_10_Acre__ganbke-22-57594__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Lipscomb & Pitts Insurance Suppliers or $30,926 c/o Corporation Service Company Vendors 2 Sun Court, Suite 400 Norcross, GA, 30092 2. Dogwood Facilities Services LLC Suppliers or $8,928 c/o Scott Traywick Vendors 1216 Weeping Willow Woodstock, GA, 30188-4650 3. Brucker HVAC, LLC Suppliers or $6,740 5247 Lockwood Lane Vendors c/o Carl R. Brucker Powder Springs, GA, 30127 4. United Fire Protection, Inc Suppliers or $6,030 c/o National Registered Vendors Agents, Inc. 289 S. Culver Street Lawrenceville, GA, 30046 5. Brightside IT Solutions Suppliers or $4,626 2410 Satellite Blvd Suite F Vendors Buford, GA, 30518 6. Phoenix Elevator Suppliers or $4,532 Service Inc. of GA Vendors c/o Leanne D Dayvolt 1540 Westfork Drive, Suite 103 Lithia Springs, GA, 30122 7. Exmoor LLC Suppliers or $2,300 c/o Michael Nation Vendors 184 Richaven Place Dallas, GA, 30132 8. Serv'All Plumbing & Suppliers or $1,526 Rooter Services Vendors 4400 Pecan Ln SE Acworth, GA, 30102 9. Chief Fire Protection Suppliers or $1,008 Company, Inc. Vendors 2500 Daniell's Bridge Road, Building 200, Suite 3A, c/o Scott Lowry Athens, GA, 30606 10. Superior Water Services Inc Suppliers or $882 c/o Robert J Gsegner Vendors 1236 Channel Park Marietta, GA, 30065 11. First Link, LLC Suppliers or $600 c/o Frank Cho Vendors 1490 Belmont Hills Dr Suwanee, GA, 3002 12. Southern Inspection Group Inc. Suppliers or $570 c/o John Gillespie Vendors 2210 Athens Hwy Elberton, GA, 30635 13. Chief Electric, LLC - Station 5 Suppliers or $525 2500 Daniell's Bridge Road, Vendors Building 200, Suite 3A, c/o Scott Lowry Athens, GA, 30606 14. Integra Realty Resources Suppliers or $500 c/o Matthew Albigese Vendors 5256 Peachtree Rd., Suite 115 Atlanta, GA, 30341 15. Ecolab, Inc. Suppliers or $429 c/o CT Corporation System Vendors 289 S. Culver St. Lawrenceville, GA, 30046-4805 16. TefftNet, Inc. / IMPAK Suppliers or $391 9575 Katy Freeway, Suite 360 Vendors Houston, TX, 77024 17. McCain Power Solutions, LLC Suppliers or $325 c/o United States Vendors Corporation Agents, Inc. 1420 Southlake Plaza Dr. Morrow, GA, 30260 18. A and S Lock and Safe Suppliers or $305 c/o Suzette L. Davis Vendors 440-A Canton Road Canton, GA, 30040 19. Dormakaba USA, Inc. Suppliers or $206 c/o Corporation Service Company Vendors 2 SUN COURT, Suite 400 Norcross, GA, 30092 20. Lanier Extermination Suppliers or $200 Service, Inc. Vendors c/o Gary Hickman 5905 Steeplechase Blvd, Ste 800 Cumming, GA, 30040 7614 LLC: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: 7614 LLC 9322 3rd Ave Brooklyn, NY 11209-6802 Business Description: The Debtor is the owner of certain vacant development property located at 7614 4th Avenue, Brooklyn, NY having a value of approximately $5 million. Chapter 11 Petition Date: September 23, 2022 Court: United States Bankruptcy Court Eastern District of New York Case No.: 22-42336 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway 22nd Floor New York, NY 11036 Tel: (212) 221-5700 E-mail: knash@gwfglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tim Ziss as manager/member. 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/DV5LIDQ/7614_LLC__nyebke-22-42336__0001.0.pdf?mcid=tGE4TAMA 8E14 NETWORKS: Unsecureds Owed $8M Unimpaired in Plan ----------------------------------------------------- 8e14 Networks, Inc., d/b/a Ananda Networks, submitted a Second Amended Chapter 11 Plan of Liquidation. The Debtor is seeking Bankruptcy Court approval to conduct a Liquidation Transaction. The Debtor has filed a motion seeking court approval of a Stalking Horse APA and certain bid procedures, all of which contemplate an Asset Sale Liquidation subject to higher or otherwise better offers. Based upon the Debtor's best understanding of its debts at this time, the Sale Proceeds from the Stalking Horse APA are sufficient to pay classes 1-2 under the Plan in full, and nearly all, if not all, of the claims in Class 3. The Stalking Horse APA is subject to higher or otherwise better offers; therefore, the proposed treatment of Claims and Interests under the Plan may improve. Bids will be due on Oct. 17, 2022. If multiple bids are received, an auction will be scheduled to occur on Oct. 19, 2022, at which time a winning bidder will be selected (the "Winning Bidder"). A hearing to consider approval of the sale to the Winning Bidder will be held before the Bankruptcy Court on Oct. 24, 2022, at 10:00 a.m. (the "Sale Hearing"). The sale hearing may be combined with the Confirmation Hearing if the Debtor and the Winning Bidder desire to consummate an Asset Sale Liquidation through the Plan. Under the Plan, Class 3 General Unsecured Claims totaling $8,362,308 will recover 100% of their claims. Each Holder of an Allowed General Unsecured Claim will receive cash equal to his, her or its pro rata share of the sale proceeds. Class 3 is unimpaired. Both before the Petition Date, and after the Petition Date with the Debtor's advisors, specifically its financial advisor Rock Creek Advisors, LLP, the Debtor has engaged in a robust marketing process of its asserts in order to maximize the value for creditors and otherwise facilitate the Debtor's completion of the Plan and this chapter 11 case. Specifically, on August 4, 2022, and in support of the DIP Motion, the Debtor filed the Stalking Horse APA. The transaction contemplated by the Stalking Horse APA is expressly subject to higher and better bids, and the Debtor committed itself to rapidly seeking approval of bidding procedures that would allow it to market those assets in an effort to identify such higher or better bid. Little more than a week later, on Aug. 12, 2022, the Debtor filed the Bidding PRocedures Motion, seeking court approval of the marketing process associated with the Plan, the sale process, and the entry by the Debtor into the Stalking Horse APA. The Bidding Procedures Motion was approved at a hearing on Sept. 1, 2022, at which time the Court approved, among other things, a sale process that may culminate in the sale of the Debtor's assets and which may be, but is not required to be, implemented through the Plan. The Debtor will continue marketing the Debtor's assets in order to achieve the highest purchase price through a sale transaction. Accordingly, this Plan sets a floor for recovery to creditors based on the procedures from the proposed Stalking Horse APA, which provides for a purchase price of $14.5 million in cash, less amounts outstanding under the DIP Facility (together, the "Proposed Purchase Price"). The Stalking Horse APA also provides for the assumption of cure liabilities. Under the Bidding Procedures, bids are due on or before Oct. 17, 2022. All amounts outstanding under the DIP Facility are required to be credit bid by VMware in accordance with Section 363(k) of the Bankruptcy Code. If more than one qualified bid is received, then an auction will be conducted on October 19, 2022, at which time the Winning Bidder will be selected. Assuming court approval of the hearing date is obtained, a hearing to consider approval of the sale to the Winning Bidder will be held before the Bankruptcy Court on Oct. 24, 2022, at 10:00 a.m. (the "Sale Hearing"). The sale hearing may be combined with the confirmation hearing if the Debtor and the winning bidder desire to consummate an Asset Sale Liquidation through the Plan. The net proceeds received by the Debtor upon the close of an Asset Sale Liquidation are to be used to make payments, to the extent of available Cash, first, to holders of Allowed Claims in the order of priority under section 507 of the Bankruptcy Code: Allowed Administrative Claims (including Professional Fee Claims), Allowed Priority Tax Claims, and Allowed Claims in Class 1, Class 2, and, to the extent of available Cash, Pro Rata Distributions to Allowed General Unsecured Claims in Class 3 and, if available Cash remains, Pro Rata Distributions to Class 4 Common Interests. As of the Effective Date, the DIP Claims shall be Allowed Claims in the full amount outstanding under the DIP Loan Documents, including principal and interest. On or before the Effective Date, except to the extent that a Holder of an Allowed DIP Claim agrees to a less favorable treatment, the DIP Claims shall be repaid indefeasibly in full in Cash; provided that to the extent the Stalking Horse APA is the Winning Bidder, the DIP Claims shall be fully satisfied through a credit bid on the terms set forth in the Stalking Horse APA. The Reorganized Debtor will fund distributions under the Plan with Cash on hand on the Effective Date and the revenues and proceeds of all assets of the Debtor, including proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date. On the Effective Date, the Plan Administrator shall establish the Wind-Down Reserve by depositing Cash from the Plan Administrator Assets in the amount of the Wind-Down Amount into the Wind-Down Reserve. The Wind-Down Reserve shall be used by the Plan Administrator solely to satisfy the expenses of the Reorganized Debtor and the Plan Administrator as set forth in the Plan; provided that all costs and expenses associated with the winding up of the Reorganized Debtor and the storage of records and documents shall constitute expenses of the Reorganized Debtor and shall be paid from the Wind-Down Reserve. In no event shall the Plan Administrator be required or permitted to use its personal funds or assets for such purposes. Any amounts remaining in the Wind-Down Reserve after payment of all expenses of the Reorganized Debtor and the Plan Administrator shall promptly be transferred to the Plan Administrator or Reorganized Debtor, as applicable. The Plan confirmation hearing is on Oct. 24, 2022 at 10:00 a.m. The confirmation objection deadline is on Oct. 20, 2022 at 4:00 p.m. (ET). Counsel to the Debtor: Matthew P. Ward, Esq. Morgan L. Patterson, Esq. WOMBLE BOND DICKINSON (US) LLP 1313 North Market Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 Email: matthew.ward@wbd-us.com morgan.patterson@wbd-us.com Special Transactional Counsel to the Debtor: Eric Daucher, Esq. NORTON ROSE FULBRIGHT US LLP 1301 Avenue of the Americas New York, NY 10019 Telephone: (212) 318-3000 Facsimile: (212) 318-3400 Email: eric.daucher@nortonrosefulbright.com - and - Rebecca J. Winthrop, Esq. 555 South Flower Street, 41st Floor Los Angeles, CA 90071 Telephone: (213) 892-9200 Facsimile: (213) 892-9494 Email: rebecca.winthrop@nortonrosefulbright.com A copy of the Second Amended Chapter 11 Plan of Liquidation dated September 16, 2022, is available at https://bit.ly/3BPnVLR from PacerMonitor.com. About 8e14 Networks Inc. 8e14 Networks Inc. -- https://www.ananda.net/ -- doing business as Ananda Networks, is a Cyber Security company that builds a network that is fast and secure, replacing old cybersecurity and networking products. 8e14 Networks Inc. filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10708) on Aug. 4, 2022. In the petition filed by Adi Ruppin, as chief executive officer, the Debtor reported assets and liabilities between $10 million and $50 million each. Judge Brendan L. Shannon oversees the case. Jami B Nimeroff has been appointed as Subchapter V trustee. Matthew P. Ward, Esq., at Womble Bond Dickinson (US) LLP, is the Debtor's counsel. AA FOOD: Court Approves Disclosure Statement -------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered an order approving the Amended Disclosure Statement explaining the Plan of AA Food And Company, LLC. Oct. 26, 2022, at 2:00 p.m. is fixed for the hearing on confirmation of the Plan in the Courtroom of the Honorable Scott Everett, 1100 Commerce Street, 14 Floor, Dallas, Texas. Oct. 21, 2022, is fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. Oct. 21, 2022, is fixed as the last day for filing and serving written objections to confirmation of the Plan. About AA Food and Company AA Food and Company, Inc., is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a real estate property located at 425 E. Main Street, Grand Prairie, Texas valued at $700,000. AA Food and Company filed a petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 22-30321) on Feb. 28, 2022, disclosing $887,000 in assets and $1,086,000 in liabilities. Mumtaz Abbasi, president, signed the petition. Eric A. Liepins, Esq., serves as the Debtor's legal counsel. ACERO CHARTER SCHOOLS: S&P Places BB+ Rev Bond Rating on Watch Neg ------------------------------------------------------------------ S&P Global Ratings has placed its 'BB+' long-term rating on the Illinois Finance Authority's series 2021 tax-exempt revenue bonds, issued for Acero Charter Schools Inc., on CreditWatch with negative implications. The CreditWatch placement reflects the lack of timely information of satisfactory quality to maintain our rating in accordance with S&P's applicable criteria and policies. "We have not received the network's fall 2021 demand data, including enrollment, waiting list, and student retention figures," said S&P Global Ratings credit analyst Jesse Brady. S&P has requested this data on multiple occasions, and it could withdraw the rating if it does not receive the requested information within 30 days. S&P said, "We consider the information necessary to maintain and assess our rating. Accordingly, the rating is now at risk of being withdrawn, preceded by any change to the rating we consider appropriate given available information. If Acero provides us with the aforementioned information within 30 days, we will conduct a full review and take a rating action within 90 days of the CreditWatch placement." ADVANCED REIMBURSEMENT: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Advanced Reimbursement Solutions, LLC 22-06372 8465 N. Pima Road, Suite 200 Scottsdale, AZ 85258 American Surgical Development, LLC 22-06373 8465 N. Pima Road, Suite 200 Scottsdale, AZ 85258 Business Description: ARS is a full cycle revenue management enterprise specializing in out-of-network (OON) medical services, patient advocacy, and proprietary billing software. Chapter 11 Petition Date: September 23, 2022 Court: United States Bankruptcy Court District of Arizona Debtors' Counsel: Philip J. Giles, Esq. ALLEN BARNES & JONES, PLC 1850 N. Central Avenue, Suite 1150 Phoenix, AZ 85004 Tel: 602-256-6000 Email: pgiles@allenbarneslaw.com Advanced Reimbursement's Estimated Assets: $10 million to $50 million Advanced Reimbursement's Estimated Liabilities: $10 million to $50 million American Surgical's Estimated Assets: $10 million to $50 million American Surgical's Estimated Liabilities: $10 million to $50 million The petitions were signed by Bryan Perkinson as chief restructuring officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TDULSCA/ADVANCED_REIMBURSEMENT_SOLUTIONS__azbke-22-06372__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/TLCM5RI/AMERICAN_SURGICAL_DEVELOPMENT__azbke-22-06373__0001.0.pdf?mcid=tGE4TAMA List of Advanced Reimbursement's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. US Small Business PPP Loan $4,572,827 Administration Office of Disaster Assistance 14925 Kingsport Road Fort Worth, TX 76155 2. King & Spalding, LLP Legal Services $2,352,064 P.o. Box 116133 Atlanta, GA 30368-6133 3. Concentrix Vendor Debt $702,876 2000 Wade Hampton Blvd. Greenville, SC 29615 4. Robotic Surgery Center Amounts Owed $179,073 604 W. Warner Road Suite A Chandler, AZ 85225 5. Rural/Metro Vendor Debt $178,341 Operating Company LLC 8465 N. Pima Road, Suite 100 Scottsdale, AZ 85258 6. Thorpe Shwer Legal Services $85,019 3200 N. Central Avenue Suite 1560 Phoenix, AZ 85012 7. Papetti Samuels Legal Fees $52,163 Weiss LLP 15169 North Scottsdale Road, Suite 205 Scottsdale, AZ 85254 8. CS Disco, Inc. Vendor Debt $50,000 P.O. Box 670533 Dallas, TX 75267-0533 9. Goodlife Surgery Amounts Owed $44,304 Center, LLC 1231 Cabrillo Ave, Suite 201A Torrance, CA 90501-2867 10. Lara A. Albertson Commissions $34,957 6224 E. Kelton Lane Earned Scottsdale, AZ 85254 11. BCG Anesthesia PLLC Amounts Owed $28,904 12955 N. 145th Ave Surprise, AZ 85379 12. Goodlife Physical Amounts Owed $26,489 Medicine Group 1300 S. Pacific Coast Highway, Suite 201 Redondo Beach, CA 90277 13. Proskauer Rose LLP Services $24,942 One International Place Boston, MA 02110-2600 14. Jeffrey Webb Commission $23,064 3714 S. Ponderosa Drive Earned Gilbert, AZ 85297 15. CSC Vendor Debt $19,475 P.O. Box 7410023 Chicago, IL 60674-5023 16. Union Pain Group, LLC Amounts Owed $15,479 21001 N. Tatum Blvd., Suite 1630-606 Phoenix, AZ 85050 17. Aflac Vendor Debt $12,836 1932 Wynnton Road Columbus, GA 31999-0001 18. GIS Benefits, Inc. Vendor Debt $12,365 P.O. Box 1806 San Antonio, TX 78296 19. United Healthcare Litigation Unknown Insurance Company Claims 22561 Network Place Chicago, IL 60673-1225 20. Aetna, Inc. Litigation Unknown 151 Farmington Avenue Claims Hartford, CT 06156 List of American Surgical's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Lara A. Albertson Commissions $8,647 6224 E. Kelton Lane Earned Scottsdale, AZ 85254 2. American Express Credit Card $5,250 P.O. Box 981535 El Paso, TX 79998-1535 3. Mesa Surgery Amounts Owed $3,434 Center LLC 6424 E. Broadway Road, Suite 102 Mesa, AZ 85206 4. American Arbitration Services $1,250 Association 45 E. River Park Place West Suite 308 Fresno, CA 93720 5. Ahwatukee Ambulatory Amounts Owed $270 Surgical Center LLC 15810 S. 45th St., Suite 140 Phoenix, AZ 85048 6. Thomas Smith Commissions $13 5201 E. Whitton Ave Earned Phoenix, AZ 85018 7. Aetna, Inc. Litigation Unknown 151 Farmington Avenue Claims Hartford, CT 06156 8. United Healthcare Litigation Claims Unknown Insurance Company 22561 Network Place Chicago, IL 60673-1225 ADVANTAGE LIMOUSINE: Unsecureds Will be Paid 100% Under Plan ------------------------------------------------------------ Advantage Limousine, LLC, submitted an Amended Plan of Reorganization. The Debtor's Plan will be funded by the current and future income earned by the Debtor as well as settlement payments the Debtor receives from Keith Simmons, Jr. and Siminole Transportation, Inc. Unsecured creditors holding allowed claims will receive a pro rata distribution of the Debtor's projected net disposable income payable over three years. This Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. Under the Plan, Class 3 General Unsecured Claims, the Debtor will pay creditors in this class with allowed claims 100 percent of their claims, without interest, in 12 quarterly payments with payments commencing on the start of the calendar quarter immediately following the Effective Date of Confirmation and continuing for a total of twelve consecutive quarters. Class 3 is impaired. Current equity will continue to manage the Debtor post-confirmation. The Plan will be funded by the continued operations of the Debtor as well as the settlement proceeds received by the Debtor. Attorney for the Debtor: Buddy D. Ford, Esq. Heather M. Reel, Esq. BUDDY D. FORD, P.A., 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Office E-mail: All@tampaesq.com E-mail: Buddy@tampaesq.com Heather@tampaesq.com A copy of the Amended Plan of Reorganization dated Sept. 16, 2022, is available at https://bit.ly/3Dvb3M4 from PacerMonitor.com. About Advantage Limousine Advantage Limousine, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-00278) on Jan. 24, 2022, listing as much as $1 million in both assets and liabilities. The Debtor is represented by Buddy D. Ford, P.A. AIBUY INC: Involuntary Chapter 11 Case Summary ---------------------------------------------- Alleged Debtor: AiBUY, Inc. a.k.a. Cinsay, Inc. 13355 Noel Road, 4th Floor Dallas, TX 75240-0000 Business Description: AiBUY enables a frictionless in-content shopping experience across the digital ecosystem. With 82 granted patents, the overlay technology powers an end-to-end e- commerce solution. AiBUY has integrated with leading e-commerce platforms such as Shopify, Salesforce, Magento and more, to power shoppable experiences for clients across sports, entertainment and lifestyle industries. Involuntary Chapter 11 Petition Date: September 23, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-31737 Petitioners' Counsel: John E. Mitchell, Esq. KATTEN MUCHIN ROSENMAN LLP 2121 North Pearl Street, Suite 1100 Dallas, TX 75201-2591 Tel: (469) 627-7017 Email: john.mitchell@katten.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UCMSBOQ/AiBUY_Inc__txnbke-22-31737__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Jon Gunderson Promissory Note $575,075 2217 Sea Biscuit, #107 Spicewood, TX 78669-000 John Kutasi Promissory Note $1,624,933 5627 Sloan Place Calabasas, CA 91302-0000 Deposits Inc. Trade Creditor $39,821 2001 Ross Avenue, Suite 7001558F Dallas, TX 75201-0000 AIRPORT VAN RENTAL: Court Confirms First Amended Plan ----------------------------------------------------- Judge Sheri Bluebond has entered an order confirming the First Modified First Amended Chapter 11 Plan of Reorganization of Airport Van Rental, Inc., et al. The following events are conditions precedent to the occurrence of the Effective Date: (a) entry of this Order Confirming First Modified First Amended Chapter 11 Plan Of Reorganization Dated May 24, 2022; (b) deposit of $850,000 in the Segregated Account, to be transferred by the Debtors or the Reorganized Debtors to the Plan Disbursing Agent on the Effective Date; (c) the Professional Fee Escrow shall have been established and funded, or funds shall have been earmarked, in accordance with Section V.A.3 of the Plan; (d) any stay of enforcement of this Confirmation Order has expired or is otherwise no longer in effect; and (e) execution and delivery of all documents, instruments and agreements to be executed in connection with the Plan. The conditions set forth in subparagraphs (d) and (e) above of this Confirmation Order may be waived or modified in whole or in part by the Debtors. The Irani Contribution Agreement is approved pursuant to Section 1123 of the Bankruptcy Code and F.R.B.P. Rule 9019, and shall be effective and binding on all parties thereto on the Effective Date. The Debtors and the Reorganized Debtors (as applicable) are authorized to take all actions required to effectuate the transactions contemplated therein. With one modification, the Plan Compromise Agreement is APPROVED pursuant to section 1123 of the Bankruptcy Code and FRBP 9019, and shall be effective and binding on all parties thereto on the Effective Date. Paragraph 9(c) of the Plan Compromise Agreement shall be amended by the parties to provide as follows: If the ownership of the Reorganized Debtor, or substantially all of Reorganized Debtor's assets, is not sold within eight years after the Effective Date of the Plan, the Reorganized Debtor shall pay $700,000 to the Settlement Fund within 10 business days after the end of the 8th year. Howard B. Grobstein is appointed as the Plan Disbursing Agent, and the selection of Mr. Grobstein as the Plan Disbursing Agent is approved. In accordance with Section IX.J of the Plan and the Plan Compromise Agreement, Mr. Grobstein shall act as the Plan Disbursing Agent for the purpose of making distributions to the Beneficiaries. Unless otherwise agreed by the Debtors or the Reorganized Debtors (as applicable), on the one hand, and The City and County of San Francisco, acting by and through the San Francisco Airport Commission ("SFO"), on the other hand, the allowed amount of SFO's Cure Claim shall be paid in six equal monthly installments due on the twentieth day of each month, without interest or finance charges on such installments. If the Debtors' Executory Contract with SFO ultimately is rejected pursuant to Section X.F of the Plan and the Stipulation Regarding Assumption Objection by City and County of San Francisco, as approved by Order entered on September 7, 2022, solely as to SFO the Administrative Expense Claim Bar Date shall be 30 days from (a) the date of entry of an Order of the Court approving such rejection, or (b) if no such Order is entered, the date on which the Debtors notify SFO in writing of such rejection pursuant to Section X.F of the Plan. A post-confirmation status conference will take place on Feb. 8, 2023, at 11:00 a.m. The Reorganized Debtors will file and serve a post-confirmation status report accompanied by a declaration under penalty of perjury not later than Jan. 27, 2023. Attorneys for Airport Van Rental, Inc. and AVR Vanpool, Inc.: John N. Tedford, IV, Esq. Zev Shechtman, Esq. Michael G. D'alba, Esq. DANNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, California 90067-6006 Telephone: (310) 277-6006 Facsimile: (310) 277-5735 E-mail: jtedford@DanningGill.com zs@DanningGill.com mdalba@DanningGill.com About Airport Van Rental, Inc. Airport Van Rental -- https://www.airportvanrental.com/ -- is a van rental company offering short and long-term rentals for road trips, weekend journeys, moving, and any other group outings. Airport Van Rental and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-20876) on Dec. 11, 2020. Yazdan Irani, its president and chief executive officer, signed the petitions. As of the bankruptcy filing date, Airport Van Rental disclosed between $10 million and $50 million in both assets and liabilities. Judge Sheri Bluebond oversees the cases. The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as their bankruptcy counsel, CSA Partners LLC as financial consultant, and Joel Glaser, APC as litigation counsel. Kevin S. Tierney is the Debtors' chief reorganization officer. ANTELOPE VALLEY: Moody's Withdraws Ba2 Rating on Revenue Bonds -------------------------------------------------------------- Moody's Investors Service has withdrawn the rating on Antelope Valley Healthcare District, CA's rated debt, consisting of the Revenue Bonds, Series 2016A (Tax-Exempt). At the time of the withdrawal, the rating on the bonds was Ba2/stable. RATINGS RATIONALE Moody's has decided to withdraw the rating for its own business reasons. ANYWHERE REAL ESTATE: S&P Affirms 'BB-' ICR, Outlook Stable ----------------------------------------------------------- S&P Global Ratings affirmed all ratings on Madison, N.J.-based real estate service company Anywhere Real Estate Group LLC (Anywhere), including its 'BB-' issuer credit rating. The outlook remains stable. S&P said, "The stable outlook on Anywhere reflects our expectation for S&P Global Ratings-adjusted leverage peaking to the mid-4x area at the end of 2022 and declining thereafter due to an improved selling environment, higher cash flow, and repayment on the 2023 notes. "We believe Anywhere's disciplined financial policy and recent credit facility extension provides sufficient cushion to absorb future earnings volatility and address near-term maturities. The company has prudently managed its capital structure by repaying debt, extending maturities, lowering interest expense, and shifting to unsecured debt. In addition, the company has shown a commitment to permanently repay the $347 million notes due 2023 through opportunistic repurchases. Despite larger-than-expected working capital outflows in the first half of 2022 and sharp declines in our forecasted EBITDA, we believe the company can generate between $250 million and $300 million in reported free operating cash flow (FOCF) over the next 12 months that it can use for further debt repayment. Long term, we believe the company will operate adjusted leverage in the 3x-4x area compared pre-2019 levels where it operated in the mid-4x-5x area, ultimately providing financial flexibility through a recession." The stable outlook reflects our belief that S&P Global Ratings-adjusted leverage will peak to the mid-4x area at the end of 2022 and decline thereafter due to an improved operating environment, higher cash flow, and repayment on the 2023 notes. Over the next 12 months S&P could lower the ratings if Anywhere were to sustain leverage above 4.5x. In this scenario: -- Economic and industry conditions are weaker than expected and result in ongoing revenue and EBITDA declines primarily due to lower volumes/price, higher commissions, or agent attrition. -- The company engages in debt-funded share repurchases, dividends or non-accretive mergers and acquisitions. -- While unlikely, S&P could raise its ratings over the next 12 months if the company were to manage leverage below 3.5x on a sustained basis. In this scenario: -- Economic and industry conditions support a favorable U.S. residential housing market, such that the company demonstrates sustained revenue and EBITDA growth. -- Anywhere demonstrates strong market share gains and improving agent retention rates. -- The company commits to a more conservative financial policy. ESG credit indicators: E-2, S-2, G-2 ARMATA PHARMACEUTICALS: Schedules Annual Meeting for Nov. 16 ------------------------------------------------------------ Armata Pharmaceuticals, Inc. has set Nov. 16, 2022 as the date for its 2022 annual meeting of stockholders. The Annual Meeting will be held at the Company's principal executive offices at 4503 Glencoe Avenue, Marina Del Ray, California 90292 at 8:30 a.m. local time. Armata's stockholders of record at the close of business on Oct. 11, 2022, will be entitled to notice of the Annual Meeting and to vote upon matters considered at the Annual Meeting. Because the date of the Annual Meeting represents a change of more than 30 days from the anniversary of Armata's 2021 annual meeting of stockholders, Armata has set new deadlines for (i) the receipt of stockholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, for inclusion in Armata's proxy materials for the Annual Meeting and (ii) receipt of stockholder proposals and director nominations submitted pursuant to Article II, Section 2.6 of Armata's Amended and Restated Bylaws for consideration at the Annual Meeting. The Rule 14a-8 Deadline is 5:00 p.m. (Eastern Time) on Friday, Sept. 30, 2022, which Armata has determined to be a reasonable period of time before it expects to begin to print and send its proxy materials. The Advance Notice Bylaws Provision Deadline is 5:00 p.m. (Eastern Time) on Friday, Sept. 30, 2022. Stockholder proposals and director nominations should be submitted in writing and must be received by the Corporate Secretary at Armata's principal executive offices at Armata Pharmaceuticals, Inc., 4503 Glencoe Avenue, Marina Del Ray, California 90292, by the Rule 14a-8 Deadline or the Advance Notice Bylaws Provision Deadline, as applicable, in order to be considered timely. Stockholder proposals submitted in accordance with Rule 14a-8 of the Exchange Act must also comply with the remaining requirements of Rule 14a-8 of the Exchange Act in order to be considered for inclusion in the proxy materials for the Annual Meeting. Stockholder proposals and nominations submitted pursuant to Armata's advance notice bylaw provisions must also comply with the advance notice provisions contained in Armata's Amended and Restated Bylaws and may be omitted if not in compliance with applicable requirements. Stockholders are urged to read the complete text of such advanced notice provisions. About Armata Pharmaceuticals Marina del Rey, CA-based Armata is a clinical-stage biotechnology company focused on the development of pathogen-specific bacteriophage therapeutics for the treatment of antibiotic-resistant and difficult-to-treat bacterial infections using its proprietary bacteriophage-based technology. Armata is developing and advancing a broad pipeline of natural and synthetic phage candidates, including clinical candidates for Pseudomonas aeruginosa, Staphylococcus aureus, and other pathogens. In addition, in collaboration with Merck, known as MSD outside of the United States and Canada, Armata is developing proprietary synthetic phage candidates to target an undisclosed infectious disease agent. Armata is committed to advancing phage with drug development expertise that spans bench to clinic including in-house phage specific GMP manufacturing. Armata reported a net loss of $23.16 million for the year ended Dec. 31, 2021, compared to a net loss of $22.18 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $100.98 million in total assets, $47.69 million in total liabilities, and $53.29 million in total stockholders' equity. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 17, 2022, citing that the Company has suffered recurring losses and negative cash flows from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ATI INC: Egan-Jones Retains B- Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2022, retained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by ATI Inc. EJR also retained its 'B' rating on commercial paper issued by the Company. Headquartered in Dallas, Texas, ATI Inc produces specialty materials. ATKINS NUTRITIONALS: Moody's Ups CFR & Sec. First Lien Debt to Ba3 ------------------------------------------------------------------ Moody's Investors Service upgraded all ratings of Atkins Nutritionals Holdings, Inc., including the corporate family rating, which was upgraded to Ba3 from B1. The outlook remains stable, and the SGL-1 speculative grade liquidity rating was continued. Upgrades: Issuer: Atkins Nutritionals Holdings, Inc. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Secured 1st Lien Bank Credit Facility, Upgraded to Ba3 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: Atkins Nutritionals Holdings, Inc. Outlook, Remains Stable "The upgrade recognizes Atkins' significantly improved quantitative credit profile resulting from outstanding operating performance over the past several quarters combined with meaningful optional debt repayment", stated Moody's Vice President/Senior Credit Officer Charlie O'Shea. "Atkins' performance has resulted in key metrics that are now comfortably representative of a Ba company as of the May 2022 LTM, with debt/EBITDA of 2x, EBITA/interest of 8.2x, and RCF/net debt of 44%." RATINGS RATIONALE Atkins Nutritionals Holdings, Inc.'s ("Atkins") Ba3 corporate family rating broadly reflects its strong credit metrics as noted above, and moderate scale relative to other consumer goods companies, and also considers its relatively concentrated distribution channel with Walmart representing approximately 30% of sales. In addition, the rating also reflects the potential for additional debt funded acquisitions to increase product and customer diversity and enhance growth. Offsetting these factors are the company's strong brand recognition in the growing niche nutritional snacking category, healthy EBITA margin, as well as its asset light operating model, which enables the company to generate robust free cash flow and interest coverage. The acquisition of Quest in November 2019 has proved beneficial to Atkins, especially as its legacy business was more severely impacted by myriad coronavirus factors. The stable rating outlook reflects Moody's expectation that Atkins will continue to perform at current levels, with a financial strategy that ensures maintenance of this credit profile. Atkins' CIS-3, representing moderately-negative impact on its rating, reflects the impact of the company's aggressive financial strategy relating to acquisitions, which is magnified by the potential influence of its SPAC-sponsor/shareholder Conyers Park, which maintains a 13% ownership stake following exercise of warrants in 2022, as well as 3 out of 11 board seats. Environmental and social risks are also moderately negative. The E-3 environmental assessment represents moderately negative risk relating to natural capital and waste and pollution. The company's consumable products contain ingredients such as chocolate, dairy, soy, and nuts, and changes in the cost and availability of such ingredients due to environmental factors could negatively impact Atkins' profitability. Moody's acknowledge Atkins' commitment to minimize any negative environmental impact from its operations, with particular focus on ensuring its vendors manage production and sourcing such that there is minimal negative impact in the areas of water and energy usage, emissions, and solid waste. Additional focus on deforestation and protection of habitats of endangered species are other areas of vendor focus. Atkins' S-3 social impact score, representing moderately negative risk, maps to Moody's overall heat map, and considers the company's niche product offerings in a very competitive segment of the packaged food industry. With a focus on health and wellness, Atkins products have proven popular with a broadening consumer base, with its prominent presence with many large retailers such as Walmart and Target confirming this view. As brand preservation is critical, the company is highly-focused on projecting and maintaining a favorable image. Atkins' exposure to governance risk is moderately negative (G-3). Moody's expect Atkins' financial strategy to be somewhat aggressive given its genesis as a platform for growth and asset aggregation in the consumer sector, which was reflected in the significant debt increase following the acquisition of Quest. Moody's anticipate the company will pursue acquisitions and this could lead to higher leverage and integration risk. The company achieved its target at the time of the Quest acquisition to reduce net debt-to-EBITDA leverage (based on the company's calculation) to less than 3x in early 2021. Leverage on this basis is about 1.5x as of May 2022. The company does not pay a dividend and share repurchases have been modest, with around $55 million remaining under its authorization. Ownership is diversified, though Conyers Park, the SPAC sponsor, retains a roughly 13% stake via its 2022 execution of warrants received in connection with the original SPAC transaction, and it has 3 representatives on Atkins' 11-person board. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the current quantitative profile, with debt/EBITDA of around 2x and EBITA/interest of around 8x, is largely maintained via steady operating performance as evidenced by maintaining EBITA margins and generating free cash flow sufficient to potentially reduce debt while continuing with the present liquidity profile. An additional factor would be maintaining financial strategies consistent with Moody's "band of tolerance" for a higher rating, with meaningful levels of predictability. Ratings could be downgraded if either due to an aggressive financial strategy or weakened operating performance debt/EBITDA rose above 3x, or EBITA/interest dropped below 6x, or RCF/net debt fell below 15%, or if liquidity were to weaken. The Simply Good Foods Company, which is neither a borrower nor guarantor under the credit agreemeent, is the ultimate parent of Atkins Nutritionals Holdings, Inc. and is headquartered in Denver, CO. It sells a variety of nutrition bars and shakes in the United States and internationally through mass merchandisers, club stores, grocery stores, and drug retailers, with Walmart a key customer. Following conversion of warrants, Conyers Park owns roughly 13% of the company's common stock. For the twelve months ended May 2022 the company generated approximately $1.15 billion in revenues. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. AUTOKINITON US: Moody's Affirms B2 CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Autokiniton US Holdings, Inc.'s B2 corporate family rating, B2-PD Probability of Default Rating and B2 senior secured rating. The rating outlook was changed to stable from positive. The action reflects Moody's expectation that operating momentum will resume over the next several quarters, however improvement in key credit metrics will be protracted due to continued uneven new vehicle production and an elevated cost environment. Additionally, mounting macroeconomic concerns threaten currently resilient demand for new vehicles beyond the near term. Accordingly, debt-to-EBITDA is anticipated to remain above 4.5x through 2023 with free cash flow higher than in 2022 but still constrained by higher interest expense and capital expenditures. Moody's took the following actions on Autokiniton US Holdings, Inc.: Corporate Family Rating, affirmed at B2 Probability of Default Rating, affirmed at B2-PD Gtd Senior Secured 1st Lien Term Loan B, affirmed at B2 (LGD4) Outlook, changed to Stable from Positive RATINGS RATIONALE Autokiniton's ratings reflect a strong competitive position as a supplier of structural components/assemblies and chassis/frame components that favorably position it to capitalize on the automotive industry's accelerating vehicle light-weighting, safety and electrification trends. Over 90% of revenue is generated on top-selling light trucks and SUVs/CUVs with growing penetration into alternative propulsion vehicles. Modest capital expenditure needs and a largely variable cost structure should boost returns over the next several years, resulting in improved financial flexibility. While customer concentration is high with about 70% of revenue derived from the top three customers, product focus on more profitable, top selling light trucks/SUVs/CUVs helps offset this concern. Moody's adjusted debt-to-EBITDA is expected to fall below 5x by year-end 2023 largely due to stronger earnings. Increasing free cash flow should provide flexibility to maintain a solid cash position and fund organic revenue growth and margin accretive opportunities. The stable outlook reflects Moody's expectation for modest improvement in key credit metrics, including solid free cash flow as light vehicle production volumes continue to recover, although unevenly, through 2023. The outlook also considers the company's prospects to capture growing light-weighting and electrification opportunities across all platforms, including electric vehicles, as it gains market share in these increasingly important industry movements. Autokiniton is expected to maintain good liquidity, supported by cash in the $50 million - $100 million range and near full availability, limited to an eligible borrowing base, under the $250 million asset based revolving credit facility (ABL). Moody's expects free cash flow to remain solid through 2023 despite production disruptions and elevated inventory levels. Moody's projects 2023 free cash flow to approach $100 million as new vehicle production steadily rises and margins improve. The ABL is subject to a springing fixed charge covenant of 1x when excess availability falls below the greater of approximately $17 million or 10% of the borrowing base in effect. This test is not expected to trigger over the near-to-intermediate term given the good liquidity and improving cash generation prospects. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if margin expansion accelerates from the prolonged rebound in new vehicle production, leading to stronger than expected earnings and free cash flow. Debt-to-EBITDA approaching 4x, EBITA-to-interest in excess of 2.5x and a strengthening liquidity position, namely a more robust cash position, would be important factors to positive rating actions. Ratings could be downgraded if margins decline, debt-to-EBITDA is expected to exceed 5.5x or EBITA-to-interest falls below 1.5x. A deteriorating liquidity profile, including meaningful reliance on the ABL, large debt-funded acquisitions or additional shareholder returns could also warrant a ratings downgrade. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Autokiniton Global Group is a supplier of powertrain-agnostic, safety-critical metal-formed structural automotive components and complex assemblies. The company manufactures body structures, interiors, closures, thermal management components and chassis components that position it to capitalize on trends toward light-weighting and electrification. Revenue for the twelve months ended June 30, 2022 was approximately $1.9 billion. Autokiniton has been owned by affiliates of KPS Capital Partners, L.P. since May 2018. AYRO INC: Marcum Replaces Friedman as Auditor --------------------------------------------- Based on information provided by Friedman LLP, the independent registered public accounting firm of AYRO, Inc., effective Sept. 1, 2022, Friedman combined with Marcum LLP and continued to operate as an independent registered public accounting firm. On Sept. 21, 2022, the Company dismissed Friedman and engaged Marcum to serve as the independent registered public accounting firm of the Company, which actions were ratified by the Audit Committee of the Board of Directors of the Company. The services previously provided by Friedman will now be provided by Marcum. The audit reports of Friedman on the financial statements of the Company for the years ended Dec. 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company noted that during its two most recent fiscal years ended Dec. 31, 2021 and 2020 and the subsequent interim period through Sept. 21, 2022, there were no (i) disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to Friedman's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports, or (ii) "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K. During the Company's two most recent fiscal years ended Dec. 31, 2021 and 2020 and the subsequent interim period through Sept. 21, 2022, neither the Company nor anyone on its behalf has consulted with Marcum regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" or a "reportable event," as such terms are defined in Regulation S-K Item 304(a)(1)(iv) and (v), respectively. About AYRO Texas-based AYRO, Inc., formerly known as DropCar, Inc. -- http://www.ayro.com-- engineers and manufactures purpose-built electric vehicles to enable sustainable fleets. AYRO's EVs are an eco-friendly microdistribution alternative to gasoline vehicles. Ayro reported a net loss of $33.08 million for the year ended Dec. 31, 2021, a net loss of $10.76 million for the year ended Dec. 31, 2020, a net loss of $8.66 million for the year ended Dec. 31, 2019, and a net loss of $18.75 million for the year ended Dec. 31, 2018. As of March 31, 2022, the Company had $73.07 million in total assets, $3.60 million in total liabilities, and $69.46 million in total stockholders' equity. AYTU BIOPHARMA: To Report Q4, Fiscal 2022 Results on Sept. 27 ------------------------------------------------------------- Aytu BioPharma, Inc. will report financial results for its fourth quarter and fiscal year ended June 30, 2022, after the market close on Tuesday, Sept. 27, 2022. The Company has scheduled a conference call that same day, Tuesday, Sept. 27, 2022, at 4:30 pm ET, to review the results. Conference Call Information Date and Time: Tuesday, September 27, 2022, at 4:30 pm ET Call-in Information: Interested parties can access the conference call by dialing (888) 506-0062 or (973) 528-0011 using the participant access code 367672. Webcast Information: The webcast will be accessible live and archived at the following link, https://www.webcaster4.com/Webcast/Page/2142/46589 and on Aytu BioPharma's website, within the Investors section under Events & Presentations, at aytubio.com, for 90 days. Replay: A teleconference replay of the call will be available until October 11, 2022 at (877) 481-4010 or (919) 882-2331, replay access code 46589. About Aytu BioPharma Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as Aytu BioScience, Inc. -- http://www.aytubio.com-- is a specialty pharmaceutical company with a growing commercial portfolio of prescription therapeutics and consumer health products. The company's primary prescription products treat attention deficit hyperactivity disorder (ADHD) and other common pediatric conditions. Aytu markets ADHD products Adzenys XR-ODT (amphetamine) extended-release orally disintegrating tablets, Cotempla XR-ODT (methylphenidate) extended-release orally disintegrating tablets, and Adzenys-ER (amphetamine) extended-release oral suspension. Aytu Biopharma reported a net loss of $58.29 million for the year ended June 30, 2021, a net loss of $13.62 million for the year ended June 30, 2020, and a net loss of $27.13 million for the year ended June 30, 2019. As of Dec. 31, 2021, the Company had $223.82 million in total assets, $118.29 million in total liabilities, and $105.54 million in total stockholders' equity. BARTECH GROUP: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: The BarTech Group of Illinois, Inc. f/d/b/a PMI Systems, Inc. f/d/b/a Gaffney's PMI 236 E. 161st Place South Holland, IL 60473 Business Description: The Debtor is an MBE and DBE certified electrical construction contractor. Chapter 11 Petition Date: September 23, 2022 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 22-10945 Judge: Hon. Timothy A. Barnes Debtor's Counsel: Alan L. Braunstein, Esq. Phillip L. Block, Esq. RIEMER & BRAUNSTEIN LLP 100 Cambridge Street 22nd Floor Boston, MA 02114 Tel: (617) 523-9000 Email: abraunstein@riemerlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dwayne Barlow as president. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TLOACXQ/The_BarTech_Group_of_Illinois__ilnbke-22-10945__0001.0.pdf?mcid=tGE4TAMA BASIC WATER: Oct. 18 Final Hearing to Access Cash Collateral ------------------------------------------------------------ Basic Water Company SPE 1, LLC asks the U.S. Bankruptcy Court for the District of Nevada for authority to use cash collateral and provide adequate protection to Bank of Nevada, a division of Western Alliance Bank, as trustee. The Debtor requires the use of cash collateral to fund the orderly sale of SPE's assets or other court approved reorganization transaction, pay SPE's operating expenses, and preserve the value of SPE's estate and the Prepetition Bond Collateral. Pursuant to the Indenture of Trust, dated as of February 23, 2017, between SPE, as Issuer, and the Prepetition Secured Party, SPE issued its $20,500,000 City of Henderson Water Delivery Contract Revenue Bonds, Taxable Series 2017. Western Alliance Business Trust, an affiliate of the Indenture Trustee, is the sole owner of the Bonds. As of the Petition Date, pursuant to the Prepetition Bond Documents and applicable law, the Prepetition Secured Party holds valid, enforceable, secured, and allowable claims against SPE in an aggregate principal amount equal to $7,457,300, plus any and all other accrued and unpaid interest, fees, expenses, disbursements, charges, claims, indemnities and other costs and obligations chargeable or otherwise reimbursable under the Prepetition Bond Documents or applicable law. The Prepetition Secured Party consents to SPE's cash collateral pursuant to an approved Budget and subject to terms of the Interim Order until the Termination Date. The Termination Events include customary events of default along with these milestones: a. October 31, 2022, if the Debtors have not filed a motion seeking approval of bidding procedures for the sale of the Debtors' assets; b. January 3, 2023, if the Debtors have not filed a motion seeking authority to sell assets pursuant to section 363 of the Bankruptcy Code with the Court; c. February 7, 2023, if the Court has not scheduled a hearing on the motion pursuant to section 363 of the Bankruptcy Code; d. February 28, 2023, if the sale of the Debtors' assets is not closed; e. September 15, 2023, if an order confirming the Debtors' chapter 11 plan (as may be amended, supplemented, or otherwise modified from time to time) has not been entered by the Court; f. October 27, 2023, if the effective date of the Debtors' chapter 11 plan has not occurred; and g. Either the Debtor's failure to comply with any of the material terms or conditions of the Interim Order, including (i) the use of cash collateral for any purpose other than as permitted in the Order, (ii) failure to comply with the Budget (including any distributions in excess of the Permitted Variance that have not been resolved and approved, in writing, by the Prepetition Secured Party), or (iii) failure to comply with the reporting requirements set forth in the Interim Order. As adequate protection, the Prepetition Secured Party will receive first priority adequate protection liens pursuant to Sections 361(2) and 363(c)(2) of the Bankruptcy Code on all Prepetition Bond Collateral and, with certain exceptions, all assets and properties of SPE's estate and junior liens and security interests in all tangible and intangible assets of SPE's estate, including all prepetition and post-petition property of SPE's estate. The Prepetition Secured Party will also be granted superpriority administrative expense claims against SPE in the amount of any Bond Diminution in Value. A copy of the stipulation is available at https://bit.ly/3UaNDRQ from PacerMonitor.com. The Debtors have filed an Updated Budget that reflects the projected monthly ending cash balance for each of the Debtors and on a consolidated basis, along with interest payable by SPE to the Prepetition Secured Party, calculated on the aggregate principal balance outstanding on the Petition Date. The Budget provides for these total operating expenses: $183,313 for September 2022; $163,748 for October 2022; $141,342 for November 2022; $218,691 for December 2022; $152,545 for January 2023; $141,342 for February 2023; $194,516 for March 2023; $141,342 for April 2023; $141,342 for May 2023; $218,691 for June 2023; $141,342 for July 2023; and $141,342 for August 2023. A copy of the Updated Budget is available at: https://www.pacermonitor.com/view/XRJWKWY/BASIC_WATER_COMPANY__nvbke-22-13252__0016.0.pdf * * * At the September 16 hearing to consider the Debtors' request, the Court decided to continue the matter and set a final hearing for October 18 at 9:30 a.m. About Basic Water Company Basic Water Company is a water utility company in Nevada. The Debtor and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Lead Case No. 22-13252) on September 10, 2022. In the petition signed by Stephanne A. Zimmerman, president, the Debtors disclosed up to $50 million in both assets and liabilities. Judge Mike K. Nakagawa oversees the case. The Debtors tapped Force 10 Partners, LLC as financial advisor and Samuel A. Schwartz, Esq. at Schwartz Law, PLLC as legal counsel. BITNILE HOLDINGS: Acquires 69.7% Equity Stake in Giga-Tronics ------------------------------------------------------------- BitNile Holdings, Inc., and Milton C. Ault, III, founder and executive chairman of BitNile, disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Sept. 8, 2022, they beneficially own 6,895,028 shares of common stock of Giga-tronics Incorporated, representing 69.7 percent of the shares outstanding. The percentage of Shares reported owned by each Reporting Person is based upon 5,931,582 Shares outstanding, which is the total number of Shares outstanding as of Sept. 15, 2022, as reported by Giga-tronics to the Reporting Persons. On Dec. 27, 2021, Giga-Tronics entered into a Share Exchange Agreement with BitNile and Gresham, which was a wholly owned subsidiary of BitNile. The Exchange Agreement provided that Giga-tronics would acquire all of the outstanding shares of capital stock of Gresham from BitNile in exchange for issuing to BitNile 2,920,085 Shares and 514.8 shares of Series F Preferred. Each share of Series F has a stated value of $25,000 and is convertible into such number of the Issuer's common stock equal to the stated value divided by the conversion price of $3.25. If BitNile elected to convert all of its Series F Preferred, it would result in the issuance of 3,960,043 Shares. Completion of the Exchange Transaction was subject to the approval of Giga-tronics' shareholders and other customary closing conditions. The Exchange Transaction closed on Sept. 8, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/719274/000121465922011271/g916220sc13d.htm About BitNile Holdings BitNile Holdings, Inc. (formerly known as Ault Global Holdings, Inc.) -- www.BitNile.com -- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV. BitNile reported a net loss of $23.97 million for the year ended Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec. 31, 2020, a net loss of $32.94 million for the year ended Dec. 31, 2019, and a net loss of $32.98 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $596.27 million in total assets, $133.98 million in total liabilities, $116.89 million in redeemable noncontrolling interests in equity of subsidiaries, and $345.40 million in total stockholders' equity. BITNILE HOLDINGS: Has 6.5% Stake in SilverSun Technologies ---------------------------------------------------------- BitNile Holdings, Inc., Digital Power Lending, LLC, and Milton C. Ault, III disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Sept. 16, 2022, they beneficially own 335,797 shares of common stock of SilverSun Technologies, Inc., representing 6.54 percent of the shares outstanding. The aggregate percentage of Shares reported owned by each Reporting Person is based upon 5,136,177 Shares outstanding, which is the total number of Shares outstanding as of Aug. 11, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on Aug. 12, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/896493/000121465922011274/e919222sc13da2.htm About BitNile Holdings BitNile Holdings, Inc. (formerly known as Ault Global Holdings, Inc.) -- www.BitNile.com -- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV. BitNile reported a net loss of $23.97 million for the year ended Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec. 31, 2020, a net loss of $32.94 million for the year ended Dec. 31, 2019, and a net loss of $32.98 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $596.27 million in total assets, $133.98 million in total liabilities, $116.89 million in redeemable noncontrolling interests in equity of subsidiaries, and $345.40 million in total stockholders' equity. BOMB FACTORY: Claims Will be Paid in Full in Plan ------------------------------------------------- The Bomb Factory Dallas, LP, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization dated September 19, 2022. The Debtor has operated the Venues in Dallas, Texas under the names "The Bomb Factory" and "Canton Hall," since 2015 and 2017, respectively. In June 2021, Westdale Properties America I, Ltd. position is that it ousted the then-acting general partner and appointed a new general partner which is controlled by Westdale Properties America I, Ltd. and/or its affiliates and/or related entities (the "Westdale Group"). The Barlow Parties dispute that position. The Barlow Parties contend that Deep Ellum Live, Ltd., is merely a continuation of the Debtor, wrongfully organized to deprive the Barlow Parties of their economic interest in the Debtor. The Westdale LP and its affiliates deny this contention. Ultimately, the state court matter was stayed by the filing of the Case. The Debtor is the recipient of an SVOG grant, and the current lessor of certain equipment used in the Venues. The SVOG grant was in the amount of $10 million and is subject to the terms of the such grant. The equipment lease generates recurring income of approximately $13,750 per month. The liabilities have remained largely unchanged since the petition date. The Debtor will continue in business. The Plan divides existing Holders of Claims into 2 classes. Class 1 consists of Allowed Claims. Holders of Allowed Claims, other than those listed in Class 2, are unimpaired. Accordingly, such Holders will be paid in cash and in full on the effective date of this Plan. Class 2 consists of Allowed Equity Security Holders, Capshaw & Associates & Westdale Related Parties. Holders of Allowed Claims in Class 2 are impaired and shall be treated as set forth in the Plan Support Agreement. The Plan contemplates the full payment of all Creditors holding Allowed Claims. Distributions will be made by the Disbursing Agent. Pursuant to Section 1123(a)(5)(c) of the Bankruptcy Code, a structure will be agreed to by the Holders of equity interests as to the structure and governance of the Reorganized Debtor, and that structure, together with any ancillary agreements will be set forth in the Plan Support Agreement. The terms of the Plan Support Agreement are an integral part of the Plan. The Debtor's request to confirm the Plan includes a request to approve the Plan Support Agreement both as a compromise pursuant to Federal Rule of Bankruptcy Procedure 9019 and as an integral component of the Plan binding upon all creditors and parties in interest pursuant to Section 1141(a) of the Bankruptcy Code. The future business operations do not impact the payments to Creditors under the Plan. The Debtor has in excess of $10 million in deposit accounts, including proceeds of a Shuttered Venue Operations Grant ("SVOG Grant"). The Debtor is confident that no less than $1.5 million of the proceeds will be available for Distributions under the Plan to Holders of Claims on the effective date. A full-text copy of the Plan of Reorganization dated September 19, 2022, is available at https://bit.ly/3DMlQSd from PacerMonitor.com at no charge. Attorney for Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road Suite 850 Dallas, Texas 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 About The Bomb Factory Dallas The Bomb Factory Dallas, LP is a Dallas-based company operating in the alcoholic beverage industry. The Bomb Factory Dallas filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-30489) on March 18, 2022, listing as much as $50 million in both assets and liabilities. Behrooz P. Vida serves as Subchapter V trustee. Judge Harlin Dewayne Hale oversees the case. Gerrit M. Pronske, Esq., at Spencer Fane, LLP and Capshaw & Associates serve as the Debtor's bankruptcy counsel and special counsel, respectively. BRAND44: Wins Interim Cash Collateral Access -------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Brand 44, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor has an immediate need to use cash collateral to avoid irreparable harm to its business and the estate. The parties that assert a security interest in the Debtor's assets, including cash collateral, are: a. Alpine Bank by virtue of a UCC-1 filed with the Colorado Secretary of State on May 6, 2019, at Filing No. 20192038628; b. Amazon Capital Services by virtue of a UCC-1 filed with the Colorado Secretary of State on March 12, 2020, at Filing No. 20202025344; c. Financial Agent Services by virtue of a UCC-1 filed with the Colorado Secretary of State on March 10, 2021, at Filing No. 20212022885; d. The United States Small Business Administration by virtue of a UCC-1 filed with the Colorado Secretary of State on February 22, 2022, at Filing No. 20222018118; and e. FAS by virtue of a UCC-1 filed with the Colorado Secretary of State on May 23, 2022, at Filing No. 20222053153. To the extent of any diminution in value of its interests in the Debtor's assets including its cash collateral, each of Alpine Bank, Amazon, FAS and the SBA will receive as adequate protection, pursuant to sections 361 and 363(e) of the Bankruptcy Code, a replacement lien against all post-petition property of the Debtor solely to the same extent as provided in that creditor's prepetition agreements and in the same priority as existed prior to the Petition Date. Pending entry of a Final Order, the Debtor will set aside the proposed adequate protection payment to the Bank in the amount of $75,000. A final hearing on the matter is set for October 5, 2022 at 10 a.m. A copy of the order is available at https://bit.ly/3S6HowV from PacerMonitor.com. About Brand 44, LLC Brand 44, LLC designs, manufactures and sells outdoor activities products through a variety of distribution channels, including through online sales, sporting good retailers, specialty catalogs and large retail stores. Brand 44 produces and sells its products through five product brand names: Slackers, Playzone Fit, 4Fun, American Ninja Warrior, and Plum Play. Brand 44 sells its products in the United States and internationally on all five continents. Brand 44 sells to its customers online through a number of avenues, including Amazon.com, Wayfair.com, Dicks.com and directly through the website: www.b4adventures.com. Its customers also include large retail stores, including Target. Brand 44 sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-13369) on September 1, 2022. In the petition signed by Edward T. O'Brien III, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth E. Brown oversees the case. J. Brian Fletcher, Esq., at Onsager Fletcher Johnson LLC is the Debtor's counsel. BRINKER INTERNATIONAL: Egan-Jones Retains B Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on August 29, 2022, retained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Brinker International, Inc. Headquartered in Dallas, Texas, Brinker International, Inc. operates as a casual dining restaurant company. CANOPY GROWTH: All Four Proposals Passed at Annual Meeting ---------------------------------------------------------- Canopy Growth Corporation held its 2022 Annual General and Special Meeting of Shareholders at which the stockholders: (1) elected Judy A. Schmeling, David Klein, Garth Hankinson, Robert L. Hanson, David Lazzarato, Jim A. Sabia, Jr., and Theresa Yanofsky as directors to serve as directors of Canopy Growth until the next annual general meeting of shareholders or until his or her successor is duly elected and qualified; (2) approved the re-appointment of KPMG LLP, Chartered Professional Accountants, as Canopy Growth's auditor and independent registered public accounting firm for the fiscal year 2023 and authorized the Board to fix their remuneration; (3) approved a proposal to pass an ordinary resolution approving the renewal of Canopy Growth's employee stock purchase plan; and (4) approved, on an advisory (non-binding) basis, the compensation of Canopy Growth's named executive officers. About Canopy Growth Corporation Canopy Growth Corporation -- www.canopygrowth.com -- is a diversified cannabis and cannabinoid-based consumer product company, driven by a passion to improve lives, end prohibition, and strengthen communities by unleashing the full potential of cannabis. Leveraging consumer insights and innovation, we offer product varieties in high quality dried flower, oil, softgel capsule, infused beverage, edible, and topical formats, as well as vaporizer devices by Canopy Growth and industry-leader Storz & Bickel. The Company's global medical brand, Spectrum Therapeutics, sells a range of full-spectrum products using its colour-coded classification system and is a market leader in both Canada and Germany. Through its Tweed and Tokyo Smoke banners, the Company reaches its adult-use consumers and have built a loyal following by focusing on top quality products and meaningful customer relationships. Canopy Growth has entered into the health and wellness consumer space in key markets including Canada, the United States, and Europe through BioSteel sports nutrition, and This Works skin and sleep solutions; and has introduced additional federally-permissible CBD products to the United States through our First & Free and Martha Stewart CBD brands. Canopy 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. Also in July 2022, S&P Global Ratings raised its ICR on Smiths Falls, Ont.-based Canopy Growth Corp. (CGC) to 'CCC' from 'SD'. CARDINAL HEALTH: Egan-Jones Retains BB+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2022, retained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Cardinal Health, Inc. Headquartered in Dublin, Ohio, Cardinal Health, Inc. provides complementary products and services to healthcare providers and manufacturers. CELSIUS NETWORK: Asks Permission to Sell Stablecoin Assets ---------------------------------------------------------- Tom Jowitt of The Silicon reports that Celsius Network continues to explore ways to generate funds during its Chapter 11 (bankruptcy) proceedings in the United States. Reuters reported that Celsius filed a request for the sale of its stablecoin holdings, in a bid to generate liquidity in order to fund its operations. The New Jersey-based company reportedly intends to sell its current and any future stablecoins it may receive, as needed, to fund its Chapter 11 cases, according to a court document. The request was filed with the United States Bankruptcy Court Southern District Of New York and a hearing is scheduled on 6 October to discuss the proposed sale, the document showed. According to Reuters, Celsius currently owns 11 different forms of stablecoin, for a total of about $23 million. Shortly after Vermont's financial regulator warned in July that Celsius was "deeply insolvent," the cryptocurrency lender initiated voluntary Chapter 11 proceedings at the US Bankruptcy Court for Southern District of New York. Chapter 11 came after Celsius Network in June froze all withdrawals, swaps, and transfers between customer accounts, citing "extreme" conditions. Celsius said at the time of its Chapter 11 declaration that it had $167 million in cash on hand. But it had more than 100,000 creditors and owed around $4.7 billion, according to its bankruptcy filing. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtor estimated assets and liabilities between $1 billion and $10 billion. Kirkland & Ellis LLP is serving as legal counsel, Centerview Partners is serving as financial advisor, and Alvarez & Marsal is serving as restructuring advisor to Celsius. Stretto, the claims agent, maintain the page https://cases.stretto.com/celsius CENTRAL FLORIDA CIVIL: Wins Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Central Florida Civil, LLC to use the cash collateral of Mulligan Funding, LLC and the Fundworks, LLC. As of the Petition Date, the Debtor owed $150,000 each to Mulligan Funding, LLC and the Fundworks, LLC. The Debtor's obligation is evidenced by a Promissory Note, Security Agreement, Financing Statement, and Chattel Mortgage executed November 22, 2021, to Mulligan and January 5, 2022, to Fundworks. The Debtor is directed to pay only expenses necessary for the operation of the business and not any pre-petition expenses, officer salaries, professional fees, or insiders without further Court order. If that order is entered, the necessary pre-petition expenses, salaries, professional fees, or insider payments shall not be paid unless the Debtor is current on its ordinary course of business expenses. As additional adequate protection of the lender's interest and the estate's interest in cash collateral, the lender is granted a replacement lien to the same nature, priority, and extent that the lender may have had immediately prior to the date that the case was commenced nunc pro tunc to the Petition Date. Further, the lender is granted a replacement lien and security interest on property of the bankruptcy estate to the same extent and priority as that which existed pre-petition on all of the cash accounts, accounts receivable and other assets and property acquired by the Debtor's estate or by the Debtor on or after the Petition. The replacement lien in the Post-Petition Collateral will be deemed effective, valid and perfected as of the Petition Date, without the necessity of filing with any entity of any documents or instruments otherwise required to be filed under applicable non-bankruptcy law. The Debtor is authorized to make adequate protection payments as follows: a. $1,519 per month to Mulligan Funding commencing October 1, 2022, and on the first of the month thereafter or further Court Order; b. $1,519 per month to Fundworks commencing October 1, 2022, and on the first of the month thereafter or further Court Order; and c. All other UCC-1 receivable lenders including NewCo Capital Group, Kalamata Capital Group, Fiji Funding, Fusion Funding, Unique Capital and Amerifii will receive no adequate protection at this time. As additional adequate protection of the lender's interest in the cash collateral, the Debtor will (a) maintain all necessary insurance coverage on the lender's collateral and under no circumstances will the Debtor allow its insurance coverage to lapse, (b) continue to pay such monthly insurance payment in a timely manner, and (c) within two days of the request of the lender, the Debtor will provide to the lender's counsel a written statement supported by evidence of the Debtor's compliance with the foregoing. The Debtor's authority to use the cash collateral will terminate immediately and upon the earlier of (a) order of the Court; (b) the conversion of the case to a Chapter 7 case or the appointment of a Chapter 11 trustee without the consent of the lender; (c) the entry of an Order that alters the validity or priority of the replacement liens granted therein to the Bank; (d) the Debtor ceasing to operate all or substantially all of its business; (e) the entry of an order granting relief from the automatic stay that allows any entity to proceed against any material assets of the Debtor that constitute cash collateral; (f) the entry of an Order authorizing a security interest under section 364(c) or 364(d) of the Bankruptcy Code in the collateral to secure any credit obtained or debt incurred that would be senior to or equal to the replacement lien; or (g) the dismissal of the Chapter 11 case. A copy of the order is available at https://bit.ly/3LiL9wI from PacerMonitor.com. * * * A continued hearing on the matter was held September 19 at 10 a.m. Following the hearing, the Court granted the Debtor continued cash collateral access until the hearing on October 17. The Debtor is also authorized to make payments to the lenders due on or before September 30. About Central Florida Civil, LLC Central Florida Civil, LLC provides a full range of services relating to site preparation for commercial projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. M.D. Fla. Case No. 22-01736) on August 31, 2022. In the petition signed by Chad M. Converse, manager, the Debtor disclosed $2,469,641 in assets and $4,873,621 in liabilities. Judge Jason A. Burgess oversees the case. Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP is the Debtor's counsel. CHIVINE RESOURCES: Seeks to Use Cash Collateral ----------------------------------------------- Chivine Resources Inc. seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to use cash collateral and provide adequate protection. Prior to the commencement of the case, Chivine's primary lender, Citizens, Inc. commenced a foreclosure action in the Connecticut Superior Court, captioned CITIZENS, INC., N.A. v. CHIVINE RESOURCES, INC. et al., bearing docket number HHD-CV21-6150491-S. On February 14, 2022, the judgment of foreclosure by sale was entered in the Foreclosure Action and established a sale day of August 20. The Chapter 11 case was commenced in order to avoid such foreclosure sale and to reorganize the Debtor's financial operations. On June 22, 2016, Chivine executed a commercial term promissory note in the principal amount of $368,000 in favor of Citizens which is secured by a Open – End Commercial Mortgage, Security Agreement and Assignment of Leases and Rents. The Citizens Security Instruments are validly perfected by virtue of recording in the Bloomfield Land Records on June 22, 2016 in Volume 1868 at Page 109 and by virtue of Original Financing Statement filed with the Connecticut Secretary of State. The Debtor's cash receipts constitute collateral pledged to Citizens pursuant to the Additional Pledge of Collateral. As adequate protection against any post-petition erosion of Citizens' interest in the cash collateral within the meaning of section 361 and 363 of the Bankruptcy Code, the Debtor proposes to grant to Citizens a replacement lien on all property of the Debtor's bankruptcy estate, excluding avoidance actions under Chapter 5 of the Bankruptcy Code and subject to carveouts. A copy of the motion and the Debtor's September 2022 budget is available at https://bit.ly/3qDPbGv from PacerMonitor.com. The budget provides for $62,300 in total income and $7,950 in total expenses. About Chivine Resources Chivine Resources Inc. -- https://chivine-us.com/ -- has been a supplier of industrial raw materials since 1984. Chivine Resources filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-20549) on Aug. 12, 2022. In the petition filed by Vincent N. Chidozie, as president, the Debtor reported assets and liabilities of $500,000 to $1 million. Kara S. Rescia has been appointed as Subchapter V trustee. Gregory F. Arcaro, Esq., at Grafstein & Arcaro LLC, is the Debtor's counsel. CLEARPOINT NEURO: Appoints Mazin Sabra as Chief Operating Officer ----------------------------------------------------------------- Mazin Sabra will join ClearPoint Neuro, Inc. effective October 10th as chief operating officer. Mr. Sabra will report directly to Joe Burnett, ClearPoint Neuro's chief executive officer, and serve as a member of the Company's senior leadership team. "We are thrilled to have Mazin join our team and bring his valuable and relevant skill set into our organization," commented Joe Burnett, president and CEO at ClearPoint Neuro. "Our pharma and device partners in many ways view ClearPoint as an essential vendor and part of their supply chain. They cannot get their drug or their therapy to target unless we perform at the highest levels. Mazin's experience leading quality, procurement, and supply chain at massive organizations like Philips and Stryker should give our partners added confidence that we continue to invest in the skill sets they require to create state-of-the-art products that are supplied predictably and available globally." Mr. Sabra has served as vice president of Supplier Quality Engineering for Philips since April 2021. In this role, he led a global team responsible for the quality performance of suppliers for a range of Philips' portfolio from Class III medical devices to consumer products. Prior to this role, he held several positions at Philips since June 2016, including serving as the Vice President for Procurement Engineering for Philips' Connected Care businesses, as well as Senior Director for Procurement Engineering for its Image Guided Therapy Devices business. In these roles Mr. Sabra was responsible for defining the business procurement strategy, supply risk management, design for excellence for product development, profitability, and growth. Prior to joining Philips, Mr. Sabra spent 11 years at Stryker Corporation, serving in several management level roles. From 2011 to 2016, he was the Director of Asia Strategic Sourcing for Stryker, based in Suzhou, China. In this role he was responsible for all Asia-based suppliers providing products to over 14 Stryker manufacturing sites globally, including all supplier activities for three Chinese manufacturing facilities and Stryker's Global Technology Center in India. Mr. Sabra holds a Bachelor's degree in Industrial & Systems Engineering from The University of Michigan. "I am very excited to be part of ClearPoint Neuro's growth journey," stated Mazin Sabra. "I look forward to partnering with the leadership team to create a platform for sustainable growth with new product introductions and a scalable operational infrastructure." The term of Mr. Sabra's employment is for three years and will automatically renew for successive one-year periods thereafter. Mr. Sabra's employment may be terminated by the Company or Mr. Sabra upon 90 days' written notice to the other party prior to the end of the then current term. Mr. Sabra's base salary is $340,000, which is subject to adjustment at the discretion of the Compensation Committee, subject to certain limitations. Starting with the fiscal year commencing on Jan. 1, 2022 and for each year thereafter, the Employment Agreement provides that Mr. Sabra is eligible to receive an annual incentive bonus based on a target of 45% of his annual base salary, subject to certain performance goals to be established by the Compensation Committee. The amount of the incentive bonus payable to Mr. Sabra may be more or less than the target amount, depending on whether, and to what extent, applicable performance goals for such year have been achieved. About ClearPoint Neuro ClearPoint Neuro, Inc. formerly MRI Interventions, Inc. -- http://www.clearpointneuro.com-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. Applications of the Company's current product portfolio include deep-brain stimulation, laser ablation, biopsy, neuro-aspiration, and delivery of drugs, biologics, and gene therapy to the brain. Clearpoint Neuro reported a net loss of $14.41 million for the year ended Dec. 31, 2021, a net loss of $6.78 million for the year ended Dec. 31, 2020, a net loss of $5.54 million for the year ended Dec. 31, 2019, and a net loss of $6.16 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $60.24 million in total assets, $17.42 million in total liabilities, and $42.82 million in total stockholders' equity. CMC MATERIALS: Egan-Jones Withdraws BB- Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2022, withdrew its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by CMC Materials, Inc. Headquartered in Aurora, Illinois, CMC Materials, Inc. supplies slurries used in chemical mechanical planarization, a polishing process used in the manufacture of integrated circuit devices. D&F RESOURCES: Claims to be Paid From Future Business ----------------------------------------------------- D&F Resources, Ltd., submitted an Amended Disclosure Statement. The Debtor has continued to pay all obligations on post-petition debts while under protection of the Bankruptcy Code and has paid all normal operating business expenses. Under the Plan, the Debtor shall be revested with the property of the estate after the Plan is confirmed and the revested Debtor shall continue to operate the business of the Debtor. The revested Debtor will not be entitled to any distributions, other than ordinary salaries and wages to employees and business expenses, under the Plan until such time as the allowed claims of the creditors in Classes 1 through 3 have been paid. The Plan is simple in concept. Basically, it contemplates distributions from the proceeds from the Debtor's future business. Under the Plan, Class 3 Unsecured Claims total $265,193. The Class 3 Creditors, to the extent that their claims are allowed, shall be paid as follows: The only Class 3 Creditor is Shirley Jones, her claim is disputed and will not be paid in this Plan of Reorganization. Class 3 is impaired. Attorney for the Debtor: James S. Wilkins, Esq. JAMES S. WILKINS, P.C. 1100 NW Loop 410, Suite 700 San Antonio, TX 78213 Tel: (210) 271-9212 Fax: (210) 271-9389 A copy of the Amended Disclosure Statement dated Sept. 16, 2022, is available at https://bit.ly/3QSlHiQ from PacerMonitor.com. About D&F Resources Ltd. D&F Resources Ltd. sought Chapter 11 bankruptcy protection (Bankr. W.D. Texas Case No. 22-50491) on May 6, 2022, listing as much as $10 million in both assets and liabilities. Dennis R. Cahill, general partner, signed the petition. The case is assigned to Judge Michael M Parker. James S. Wilkins, P.C. is the Debtor's bankruptcy counsel. DAVITA INC: Egan-Jones Retains BB- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on September 9, 2022, retained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by DaVita Inc. Headquartered in Denver, Colorado, DaVita Inc. provides a variety of health care services. DEALER PRODUCTS: Wins Cash Collateral Access Thru Dec 27 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Dealer Products Inc. to use cash collateral on a final basis in accordance with the budget, through December 27, 2022. Comerica Bank and the Small Business Administration assert an interest in the Debtor's cash collateral. As partial adequate protection of its asserted interests in the Debtor's cash collateral, Comerica and the SBA are granted automatic perfected replacement liens on all property now owned or hereafter acquired by the Debtor to the same extent, validity, and priority of the relevant lender's pre-petition liens. The Replacement Liens granted will not attach to any Chapter 5 causes of action under the Bankruptcy Code. As additional partial adequate protection for use of Comerica's cash collateral, the Debtor will make monthly payments to Comerica in the amount of $1,100 monthly except for the first monthly payment of $875 on September 20, 2022. The first Payment was due and payable September 20. Each subsequent Payment of $1,100 will be due and payable on the 20th day of every month thereafter. As additional partial adequate protection for use of the Prepetition Loan Collateral and the Collateral, the Debtor will maintain adequate insurance coverage on the Prepetition Loan Collateral and the Collateral. The Replacement Liens are valid, perfected, enforceable and effective as of the Petition Date without the need for any further action by the Debtor, Comerica, or the SBA, or the necessity of execution or filing of any instruments or agreements. The Debtor's right to use cash collateral will expire, and the Debtor will immediately cease using the cash collateral upon the occurrence of a Termination Event: a. There is an Event of Default under the Prepetition Loan Documents, provided, however, that non-payment under the Prepetition Loan Documents, any default related to the insolvency or financial condition of the Debtor, or the commencement of a case under the Bankruptcy Code will not constitute a Termination Event; b. The Debtor violates any term of the Final Order; c. The entry of an order: i) converting the Debtor's Bankruptcy Case to a case under chapter 7 of the Bankruptcy Code ii) dismissing the Debtor's Bankruptcy Case; iii) reversing, vacating, or otherwise amending, supplementing, or modifying the Final Order; iv) terminating or modifying the automatic stay for any creditor other than Comerica asserting a lien in the Collateral; or v) invalidating, subordinating, or otherwise sustaining any challenge to the Pre-Petition Facility Liens, the Comerica Replacement Liens, or the Superpriority Claims granted to Comerica thereunder. A copy of the order and the Debtor's budget is available at https://bit.ly/3Ueq4HW from PacerMonitor.com. The budget provides for total outflow, on a weekly basis, as follows: $35,271 for the week ending September 2, 2022; $45,982 for the week ending September 9, 2022; $21,930 for the week ending September 16, 2022; $20,755 for the week ending September 23, 2022; $30,910 for the week ending September 30, 2022; $30,910 for the week ending October 7, 2022; $24,445 for the week ending October 14, 2022; $28,006 for the week ending October 21, 2022; $30,910 for the week ending October 28, 2022; $17,730 for the week ending November 4, 2022; $36,980 for the week ending November 11, 2022; $23,946 for the week ending November 18, 2022; $27,806 for the week ending November 25, 2022; $30,910 for the week ending December 2, 2022; $36,980 for the week ending December 9, 2022; $23,946 for the week ending December 16, 2022; $27,806 for the week ending December 23, 2022; and $17,730 for the week ending December 30, 2022. About Dealer Products Inc. Dealer Products Inc. -- https://www.dealpro.com -- distributes motor vehicle supplies and accessories. The Company offers cabinets, bulbs, bolts, clips, nuts, hoses, hinges, rivets, rings, screws, washers, and shims, as well as repairs heavy duty trucks, trailers, gears, and axle. Dealer Products serves customers in the State of Texas. Dealer Products Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-41970) on Aug. 29, 2022. In the petition filed by Susan H. Fischer, as vice-president, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by M. Jermaine Watson, Esq., at Cantey Hanger LLP. DIAMONDHEAD CASINO: Marcum Replaces Friedman as Auditor ------------------------------------------------------- Based on information provided by Diamondhead Casino Corporation's independent registered public accounting firm, Friedman LLP, effective Sept. 1, 2022, Friedman combined with Marcum LLP and continued to operate as an independent registered public accounting firm as a wholly-owned subsidiary of Marcum. On Sept. 21, 2022, the Company (i) dismissed Friedman and (ii) engaged Marcum to serve as the independent registered public accounting firm of the Company and to provide the services previously provided to the Company by Friedman. Neither of Friedman's reports on the financial statements of the Registrant for either of the past two fiscal years ended Dec. 31, 2021 and Dec. 31, 2020 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles. The Company noted that during its two most recent fiscal years ended Dec. 31, 2021 and Dec. 31, 2020 and the subsequent interim period through Sept. 21, 2022, there were no disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Friedman, would have caused it to make reference to the subject matter of the disagreements in connection with its report. During the Company's two most recent fiscal years ended Dec. 31, 2021 and Dec. 31, 2020 and the subsequent interim period through Sept. 21, 2022, neither the Company nor anyone on its behalf has consulted with Marcum with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). About DiamondHead Headquartered in Alexandria, Virginia, DiamondHead Casino Corporation owns a total of approximately 400 acres of unimproved land in Diamondhead, Mississippi. Active subsidiaries of the Company include Mississippi Gaming Corporation, which owns the approximate 400-acre site and Casino World, Inc. Diamondhead reported a net loss of $1.52 million for the year ended Dec. 31, 2021, compared to a net loss of $2.22 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $5.56 million in total assets, $16.51 million in total liabilities, and a total stockholders' deficit of $10.95 million. Marlton, New Jersey-based Friedman LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 21, 2022, citing that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DIEBOLD NIXDORF: Egan-Jones Retains CCC Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on September 9, 2022, retained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Diebold Nixdorf, Incorporated. EJR also retained its 'C' rating on commercial paper issued by the Company. Headquartered in North Canton, Ohio, Diebold Nixdorf, Incorporated provides automatic teller machines, financial, and point of sale (POS) services. ECOARK HOLDINGS: Jay Puchir Quits as Banner's CEO, President ------------------------------------------------------------ Jay Puchir, the chief financial officer and treasurer of Ecoark Holdings, Inc., advised Enviro Technologies U.S., Inc., that he was resigning as chief executive officer and president of Banner Midstream Corp., a wholly owned subsidiary of Enviro and formerly a wholly owned subsidiary of Ecoark Holdings. Mr. Puchir remains chief financial officer and treasurer of Ecoark Holdings. The Company owns approximately 70% of the issued and outstanding shares of Enviro's common stock. Ecoark Holdings has agreed to assume the rights and obligations of Banner Midstream under that certain Employment Agreement dated March 27, 2020 by and between Banner Midstream and Mr. Puchir. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark reported a net loss of $10.55 million for the year ended March 31, 2022, a net loss of $20.89 million for the year ended March 31, 2021, a net loss of $12.14 million for the year ended March 31, 2020, and a net loss of $13.65 million for the year ended March 31, 2019. As of June 30, 2022, the Company had $43.65 million in total assets, $14.89 million in total liabilities, $11.81 million in mezzanine equity, and $16.96 million in total stockholders' equity. EL RANCHO: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: El Rancho Colorado Restaurant, LLC 29260 US Highway 40 Evergreen, CO 80439 Chapter 11 Petition Date: September 22, 2022 Court: United States Bankruptcy Court District of Colorado Case No.: 22-13649 Debtor's Counsel: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: 303-832-2400 E-mail: klr@kutnerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul Vincent as manager. 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/52N2MFY/El_Rancho_Colorado_Restaurant__cobke-22-13649__0001.0.pdf?mcid=tGE4TAMA EMPIRE SPORTS: Wins Interim Cash Collateral Access -------------------------------------------------- Empire Sports & Entertainment, Inc. sought and obtained interim authority from the U.S. Bankruptcy Court for the Southern District of Ohio, Eastern Division, to use cash collateral and provide adequate protection. The Debtor needs access to cash collateral for working capital. The Debtor has experienced financial hardship due to multiple factors, primarily the COVID-19 pandemic, which resulted in the cancellation or rescheduling of hundreds of sports and entertainment events. The Debtor is seeking to restructure through the filing of the chapter 11 proceeding and intends to submit a plan of reorganization. The Debtor's initial pre-petition secured lender was WebBank. The estimated balance under the loan is $117,450. As a result of the COVID-19 pandemic, the Debtor also borrowed funds from the U.S. Small Business Administration through an Economic Injury Disaster Loan. The estimated balance under the loan is $562,000. The Debtor asserts that the Secured Creditors are adequately protected because their liens will be re-granted in and to the post-petition assets to the extent of the validity and priority of its prepetition liens, if any, and the value of the Debtor's cash collateral will be maintained at current levels, if not enhanced, over the period of the proposed Budget. A copy of the Debtor's motion is available at https://bit.ly/3xlJIb4 from PacerMonitor.com. The budget provides for expenses, on a monthly basis, as follows: $9,087 for October 2022; $12,087 for November 2022; and $12,087 for December 2022. The Court will hold a hearing October 7, 2022, at 10:00 to consider the Debtor's continued access to cash collateral. About Empire Sports & Entertainment, Inc. Empire Sports & Entertainment, Inc. is a full-service event management and production company specializing in corporate events, sporting events, meetings & conferences, hospitality services, and non-profit events. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-52666) on September 12, 2022. In the petition signed by Alexander M. Schaffe as president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Mina Nami Khorrami oversees the case. John W. Kennedy, Esq., at Strip Hpopers Leithart McGrath and Terlecky Co., LPA, is the Debtor's counsel. ENVISION HEALTHCARE: Moody's Cuts CFR to 'C', Outlook Stable ------------------------------------------------------------ Moody's Investors Service downgraded Envision Healthcare Corporation's Corporate Family Rating to C from Caa3, and the Probability of Default Rating to C-PD from Caa3-PD. The rating agency also downgraded the ratings on the senior secured term loan to C from Caa3, the ABL facility rating to Ca from B1, and the rating on the senior unsecured global notes to C from Ca. At the same time, Moody's assigned a Caa1 rating to the new AmSurg, LLC (Envision's operating subsidiary) senior secured revolving credit facility, a Caa2 rating to the senior secured first lien term loan and a C rating to the new AmSurg senior secured second lien term loan. Moody's also assigned a Ca rating to the new Envision senior secured first out term loan, and C ratings to the new Envision senior secured second and third out term loans due in March 2027. In addition, Moody's assigned a stable outlook to AmSurg, LLC. Envision's outlook remains stable. The rating action follows a series of transactions including restructuring of Envision's senior secured credit facilities and issuing a new revolving credit facility in July 2022 and other debt in April 2022 at its subsidiary, AmSurg, LLC. Moody's deemed Envision's transactions to be a distressed exchange as the loans were exchanged at a price below par, which is a default under Moody's definition. The ratings downgrade reflects Moody's view that Envision's capital structure is unsustainable, that the probability of a bankruptcy or major restructuring is high, and that recovery rates for much of the company's debt will be low. The company's ongoing decline in profitability, weak liquidity, and Moody's expectation that operating performance will continue to deteriorate given labor pressures impacting the industry and rising interest rates that will cause interest expense to nearly double. The refinancing has not materially reduced debt, and while the maturities have been extended, Envision remains at risk of being unable to service its debt. Downgrades: Issuer: Envision Healthcare Corporation Corporate Family Rating, Downgraded to C from Caa3 Probability of Default Rating, Downgraded to C-PD from Caa3-PD Senior Secured 1st Lien Term Loan, Downgraded to C (LGD6) from Caa3 (LGD4) Senior Secured ABL Revolving Credit Facility, Downgraded to Ca (LGD4) from B1 (LGD1) Senior Unsecured Global Notes, Downgraded to C (LGD6) from Ca (LGD6) Assignments: Issuer: AmSurg, LLC Senior Secured Revolving Credit Facility, Assigned Caa1 (LGD1) Senior Secured 1st Lien Term Loan, Assigned Caa2 (LGD1) Senior Secured 2nd Lien Term Loan, Assigned C (LGD6) Issuer: Envision Healthcare Corporation Senior Secured 1st Out Term Loan, Assigned Ca (LGD3) Senior Secured 2nd Out Term Loan, Assigned C (LGD6) Senior Secured 3rd Out Term Loan, Assigned C (LGD6) Outlook Actions: Issuer: AmSurg, LLC Outlook, Assigned Stable Issuer: Envision Healthcare Corporation Outlook, Remains Stable RATINGS RATIONALE Envision's C Corporate Family Rating reflects the ongoing volume declines that have weakened earnings and liquidity. It also reflects Envision's very high pro forma financial leverage. Moody's expects Envision's earnings will continue to face high hurdles regarding labor pressures that have materially impacted profitability. Envision will remain challenged by its out-of-network status with UnitedHealth and by the No Surprise Act that was implemented in January 2022. Mitigating some of the above risks, Envision has considerable scale and market position as one of the largest physician staffing outsourcer. The company has strong product diversification within its physician staffing and ambulatory surgery center segments. Moody's expects that Envision will maintain weak liquidity over the next 12-18 months. This reflects the company's $550 million ABL facility (about $430 million of borrowings and another $120 million of letters of credit outstanding as of June 30, 2022) and $300 million AmSurg senior secured revolving credit facility which are fully drawn at this time. Continuing business pressures and increased interest expense will cause Envision's free cash flow to be significantly negative in 2022 and beyond. As a result, Envision faces rising refinancing risk as the ABL facility is expiring in October of 2023. While Envision had about $1.4 billion of cash at June 30, 2022, Moody's forecasts that Envision will deplete its cash by the end of 2023. Envision's $550 million senior secured revolving ABL facility expiring 2023 is rated Ca. This reflects Moody's view that the ABL could experience some losses in a default or bankruptcy scenario given the anticipated material reduction in collections that may impact receivables. The Caa1 rating on the AmSurg, LLC senior secured revolving credit facility reflects their proximity to the assets and senior position to the AmSurg first and second lien term loan, which are rated Caa2 and C respectively. The Ca rating on the Envision senior secured first out term loan reflects its priority position in the waterfall, but its junior position to a significant amount of secured debt at the operating company. The C ratings on the remaining Envision senior secured term loans reflect Moody's expectation of limited recovery. Additionally, the ratings incorporate the increased risk of a default given that the company remains distressed and has very weak liquidity. When assigning the new ratings, Moody's considered the expected loss on the Envision debt, which the Rating Agency expects will be significant. Moody's notes that to the extent that there is asset recovery on the Envision business, independent of that from AmSurg, that the share of proceeds to the term loans will be applied to the Envision senior secured first out term loan before the other debt. However, Moody's expects that there will be material losses. The outlook is stable for both Envision and the AmSurg subsidiary. Moody's expects the company to remain distressed and there is a heightened risk of default given the weak liquidity and risks surrounding the ongoing sustainability of the business. ESG considerations are material to Envision's credit profile. Envision faces significant social risk. Most of the company's businesses are still being negatively impacted from the coronavirus outbreak. Aside from coronavirus, the company has experienced significant negative publicity relating to the patients its physicians treat receiving surprise medical bills (i.e., when they are treated by out of network physicians despite receiving care inside an in-network facility). In addition, UnitedHealth chose to publicize its contract dispute with Envision prior to the two companies negotiating an in-network relationship for 2019. Over two years later, the two parties again find themselves without a contract. Moody's does not anticipate that Envision will resolve its contract disputes with United Health and will likely remain out of network. With respect to governance, Envision Healthcare has an aggressive financial strategy characterized by high financial leverage, shareholder-friendly policies, and the pursuit of acquisitive growth. This is largely due to its private-equity ownership by KKR since its leveraged buyout in 2018. Lastly, the company executed a distressed exchange in April 2020, April 2022 and again in July 2022. Moody's notes the AmSurg Senior Secured Revolving Credit Facility and the Envision Senior Secured First lien and Senior Secured Second lien term loans contain certain "blocker" provisions which restrict transfers of material intellectual property of AmSurg Holdco and its subsidiaries to unrestricted subsidiaries. The loans have certain protections restricting guarantee releases if guarantors cease to be wholly-owned subsidiaries in certain affiliate transactions or transactions consummated in contemplation of such release, and the loans also have certain protections limiting up-tiering transactions by requiring affected lender consent for amendments which would subordinate the liens or subordinate the obligations in right of payment to other debt. The Envision Uptier Amendment Loan Agreement has similar up-tiering protections, "blocker" provisions that prevent transfers of any assets to unrestricted subsidiaries (subject to exceptions) and no explicit protections restricting a release of guarantees if a guarantor subsidiary ceases to be wholly-owned. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade Envision's ratings on the ABL facility and senior secured first out term loan, and the AmSurg facilities if Envision proactively seeks bankruptcy protection, or if the prospects for recovery further decline. Although unlikely in the near term, a material improvement in Envision's liquidity position including refinancing of the existing debt would be needed to support an upgrade. Additionally, Envision would need an improvement in its operating performance to support an upgrade. Envision Healthcare Corporation is a leading provider of emergency medical services in the U.S. Envision operates an extensive emergency department, hospital, anesthesiology, radiology, and neonatology physician outsourcing segment. The company also operates over 250 ambulatory surgery centers (ASCs) in 34 states. The company is owned by private equity firm KKR. Revenues for the LTM period ended June 30, 2022 were about $7 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. EVERGREEN SITE: Case Summary & Four Unsecured Creditors ------------------------------------------------------- Debtor: Evergreen Site Holdings, Inc. 70 King Street Eustis, FL 32726 Chapter 11 Petition Date: September 22, 2022 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 22-52799 Debtor's Counsel: Denis E. Blasius, Esq. LAW OFFICE OF IRA H. THOMSEN 140 North Main Street, Suite A P.O. Box 639 Springboro, OH 45066 Tel: 937-748-5001 Fax: 937-748-5003 E-mail: dblasius@ihtlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jack K. Beatley as president. 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/2U424RA/Evergreen_Site_Holdings_Inc__ohsbke-22-52799__0001.0.pdf?mcid=tGE4TAMA EVOKE PHARMA: Issued Notice of Allowance for GIMOTI Nasal Spray --------------------------------------------------------------- Evoke Pharma, Inc. announced the United States Patent and Trademark Office (USPTO) issued a Notice of Allowance for U.S. Application No. 16/469,092 for the Company's product, GIMOTI (metoclopramide) nasal spray. The patent application, entitled "Treatment of Moderate and Severe Gastroparesis," covers methods for treating moderate-to-severe gastroparesis with metoclopramide with an intranasal route of administration. The U.S. patent scheduled to issue from this application will expire in 2039 and will be listed in the U.S. Food and Drug Administration's Orange Book. About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adult women. Evoke Pharma reported a net loss of $8.54 million for the year ended Dec. 31, 2021, compared to a net loss of $13.15 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $14.40 million in total assets, $7.21 million in total liabilities, and $7.19 million in total stockholders' equity. San Diego, California-based BDO USA, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 8, 2022, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. EXPEDIA GROUP: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2022, retained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Expedia Group, Inc. Headquartered in Seattle, Washington, Expedia Group, Inc. provides online travel services for leisure and small business travelers. EYP GROUP: Classes A3 and B2 Unsecureds Owed $250K Unimpaired ------------------------------------------------------------- EYP Group Holdings, Inc., et al., submitted a Second Amended Joint Chapter 11 Plan of Liquidation and a corresponding Disclosure Statement. On April 24, 2022 the Debtors filed a motion seeking approval of, among other things, bidding procedures and bid protections provided under the Stalking Horse APA (the "Bidding Procedures and Sale Motion"). Around the same date, the Debtors and Ault Alliance, Inc. (f/k/a DPW Financial Group, Inc.) ("Ault") entered into that certain Asset Purchase Agreement, dated as of April 22, 2022, setting forth the terms and conditions upon which Ault would serve as stalking horse bidder for substantially all of the Debtors' assets. On May 11, 2022, the Bankruptcy Court entered an order approving the Bidding Procedures. The Debtors received two qualified bids for the purchase of substantially all of their assets: one from Ault and one from Page Southerland Page, Inc. On June 13, 2022, the Debtors commenced a virtual auction with respect to the sale of substantially all of the EYP Group's assets. The Debtors selected Page as the prevailing party. Page agreed to purchase the assets and assume certain liabilities for, among other consideration, a purchase price of $70,400,000 plus certain specified assumed liabilities, as set forth in that certain Asset Purchase Agreement, dated June 20, 2022, between the Debtors and Page. The sale to Page closed on June 30, 2022. The final phase of these Chapter 11 Cases is the confirmation and consummation of the Plan, under which the Debtors will distribute, among other things, the remaining cash proceeds from the sale of their assets (the "Sale Proceeds") to creditors in accordance with the absolute priority rule and section 1129 of the Bankruptcy Code. Section V below provides a more detailed description of the Plan. Under the Plan, holders of Class A3 General Unsecured Claims against EYP, Inc. and/or the Licensed Operating Debtors totaling $250,000, will recover 100% of their claims. A holder of any allowed general unsecured claim shall be paid in full from the distributable cash so as to render such claim unimpaired (including any amounts on account of post-petition interest to which such Claim is entitled under applicable law). In the event a motion or stipulation seeking dismissal with prejudice of the Delaware Litigation is filed before the Effective Date, the Other Indemnification Claims shall be Allowed in the amount of $0.00. Class A3 is unimpaired. Holders of Class B2 General Unsecured Claims against EYP Holdings, Inc. totaling $5,000 will recover 100% of their claims. Each holder will be paid in full from the distributable cash so as to render such Claim unimpaired (including any amounts on account of postpetition interest to which such Claim is entitled under applicable law). Class B2 is unimpaired. Holders of Class C3 General Unsecured Claims against YP Group Holdings, Inc., totaling $143,000 will recover up to 35% of their claims. Each holder of an Allowed General Unsecured Claim shall receive its Pro Rata Share of $50,000 from Distributable Cash, not to exceed 35% in recoveries on account of any Allowed General Unsecured Claim, in full and final satisfaction of such Claim; provided that any amounts remaining of the $50,000 after payment of Claims in Class C3 shall be paid to holders of Claims in Class C1. Having decided to sell their assets through a chapter 11 process, the Debtors, with the advice of their advisors, determined that a modest debtor-in-possession financing facility (the "DIP Facility") would be required. With Ault being the Debtors' senior secured lender and stalking horse bidder, it was both appropriate and necessary that Ault would agree to provide the DIP Facility. The DIP Facility included up to $5 million in new money loans, with interest at 12%, with an additional 2% for the default interest rate, and a rollup of $6.5 million of prepetition secured obligations. The DIP Facility was approved by the Bankruptcy Court on a final basis on May 25, 2022. Upon closing of the sale to Page on June 30, 2022, the DIP Facility was paid in full and all liens arising under the DIP Facility were released. After nearly three years of good faith efforts by the Debtors to restructure their debts, shortly before the commencement of these Chapter 11 Cases, the Debtors reached an agreement with key creditor constituencies, including Tom and Karen Birdsey, David and Marilyn Watkins, the NY Plaintiffs, certain other Group I and Group II Noteholders, including certain (i) employee Group II Noteholders, (ii) former employee Group II Noteholders, and (iii) holders of Purchase Warrants, on the terms of a Restructuring Support Agreement (the "RSA"). After considering the limited likelihood of success of various alternatives, the Debtors determined that the transactions agreed to under the RSA were in their best interests as well as those of its stakeholders. The Debtors sought the Bankruptcy Court's approval to assume the RSA under sections 363 and 365(a) of the Bankruptcy Code, but the Bankruptcy Court denied the motion. Notwithstanding, the Plan is based largely on the settlements and compromises reflected in the RSA. The deadline to file and serve any objections or responses to the Plan will be on Oct. 25, 2022 at 4:00 p.m. (ET). The deadline for completed Ballots to be received by the Voting Agent will be on Oct. 25, 2022 at 4:00 p.m. (ET). The scheduled date and time for the commencement of the hearing to consider confirmation of the Plan will be on Nov. 1, 2022 at 1:00 p.m. (ET). Counsel for the Debtors: R. Craig Martin, Esq. Aaron Applebaum, Esq. DLA PIPER LLP (US) 1201 N. Market Street, Suite 2100 Wilmington, DE 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 E-mail: craig.martin@us.dlapiper.com aaron.applebaum@us.dlapiper.com - and - Richard A. Chesley, Esq. Oksana Koltko Rosaluk, Esq. DLA PIPER LLP (US) 444 West Lake Street, Suite 900 Chicago, IL 60606 Telephone: (312) 368-4000 Facsimile: (312) 236-7516 E-mail: richard.chesley@us.dlapiper.com oksana.koltkorosaluk@us.dlapiper.com A copy of the Proposed Disclosure Statement dated September 16, 2022, is available at https://bit.ly/3RWVvoS from epiq11 the claims agent. About EYP Group Holdings EYP Group Holdings, Inc., is an integrated design firm specializing in higher education, healthcare, government and science and technology. EYP Group Holdings and affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10367) on April 24, 2022. In the petition filed by Kefalari Mason, as authorized officer, EYP Group Holdings estimated assets between $50 million and $100 million and liabilities between $100 million and $500 million. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Hollingsworth LLP as special counsel; Carl Marks Advisory Group, LLC as investment banker, and Alex Roque of Berkeley Research Group, LLC as interim chief financial officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. Ault Alliance, Inc., the DIP lender, is represented by Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. and Morris Nichols Arsht & Tunnell, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on May 4, 2022. The committee is represented by Bernstein Shur Sawyer & Nelson, P.A. FREE SPEECH: Wins Interim Cash Collateral Access ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, authorized Free Speech Systems, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Court said the Debtor will maintain debtor-in-possession accounts at Axos Bank which accounts will contain all operating revenues and any other source of cash constituting cash collateral, which is (or has been) generated by and is attributable to the Debtor's business. Other than as provided for in the Budget, the Debtor will not make any payment to or for the benefit of any insider of the Debtor, either directly or indirectly, as that term is defined in section 101(31) of the Bankruptcy Code. Other than as provided for in the Budget, no payments to any insider during the Interim Period will exceed $20,000. The (i) rights of Creditors and parties in interest to object to the appropriateness of post-petition payments to PQPR for Inventory Purchases and file pleadings with the Court seeking to clawback the PQPR Payment and (ii) the obligation of the Debtor to provide notice of a PQPR Payment to creditors and parties-in-interest as set forth in the First and Second Interim Cash Collateral Orders are fully preserved by the Order. The Debtor is permitted to instruct its credit card processor to remit to Blue Ascension, LLC its fulfillment charges as set forth in the Motion, from the daily settlement contemporaneously with the distributions to FSS and PQPR. The Debtor will report each Tuesday for the preceding calendar week reflecting weekly sales and disbursement of the proceeds of those sales. A copy of the report will be forwarded to the U.S. Trustee, the Subchapter V Trustee, counsel for PQPR and Jarrod Martin as a representative of the Connecticut and Texas plaintiffs. A final hearing on the matter is set for October 12 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3Bg8bQA from PacerMonitor.com. The budget provides for total operating expenses, on a weekly basis, as follows: $50,419 for the week ending September 23, 2022; $577,138 for the week ending September 30, 2022; $719 for the week ending October 7, 2022; and $210,661 for the week ending October 14, 2022. About Free Speech Systems LLC Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. On July 29, 2022, Free Speech Systems LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043). The Debtor has elected to proceed under subchapter V of chapter 11. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor estimated assets and liabilities between $50 million and $100 million. Judge Christopher Lopez oversees the case. Melissa A. Haselden has been appointed as Subchapter V trustee. The Law Offices of Ray Battaglia, PLLC, is the Debtor's counsel. GAINWELL HOLDING: Moody's Assigns 'B3' CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service affirmed the existing B2 instrument ratings on the first-lien senior secured credit facilities issued by Gainwell Acquisition Corp., including a $400 million revolving facility and a $4.2 billion term loan. Moody's also assigned a B3 corporate family rating and a B3-PD probability of default rating to Gainwell Holding Corp. ("Gainwell, "the company"), and withdrew Gainwell Acquisition Corp.'s B3 CFR and B3-PD PDR ratings. Gainwell Holding Corp. is the parent company and guarantor of Gainwell Acquisition Corp.'s debt. The new outlook is stable. ESG considerations were a key driver of the rating action, along with positive operating trends. The company's recent publication of fiscal year 2022's audited statements have improved the quality of Gainwell's financial reporting, a key governance consideration. Assignments: Issuer: Gainwell Holding Corp. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Affirmations: Issuer: Gainwell Acquisition Corp. Gtd Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Gtd Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) Withdrawals: Issuer: Gainwell Acquisition Corp. Corporate Family Rating, Withdrawn, previously rated B3 Probability of Default Rating, Withdrawn, previously rated B3-PD Outlook Actions: Issuer: Gainwell Holding Corp. Outlook, Assigned Stable Issuer: Gainwell Acquisition Corp. Outlook, Changed to No Outlook from Negative RATINGS RATIONALE The stable outlook reflects improved visibility into the financial profile of the company, following its fiscal year 2022 results. The company was able to generate positive free cash flow and improve its profitability metrics during the 12-month period ending March 2022. The rating remains pressured by very high debt/EBITDA, around 7.3x as of fiscal 2022 (Moody's adjusted net of capitalized software costs, adding back transaction and restructuring expenses, and after giving partial credit to sizable pro forma margin expansion initiatives). Moody's expects financial leverage to moderate toward 6.5x over time, benefiting from top line growth and margin improvement. Rising interest rates will constrain free cash flow generation towards break-even, but Moody's expects the company will be able to offset a higher interest expense burden with cost saving initiatives and sustain positive free cash flow. The rating is supported by Gainwell's scale and leading position in the Medicaid management information systems ("MMIS") sector, which is characterized by long-term outsourcing contracts that provide revenue stability. A large proportion of Gainwell's revenue, however, relies indirectly on federal funding, which creates concentration risk and could lead to pricing pressure. Moody's view the MMIS IT services segment as a mature market with limited growth prospects. However, the 2021 acquisition of HMS' Coordination of Benefits ("COB") and payment integrity ("PI") assets, along with new product offerings from eligibility and enrollment ("E&E"), pharmacy benefits management ("PBM"), population health management, analytics and other adjacent revenue streams, will support faster growth. The stable outlook reflects Moody's expectation for mid single-digit percentage growth rates and decreasing debt/EBITDA towards 6.5x over the next 12-18 months. Cost saving initiatives will be partially offset by wage inflation and higher expenses, limiting profitability improvements. Lower one-time expenses will benefit cash flow generation, but rising interest rates will push free cash flow towards break-even levels. The stable outlook also reflects Moody's expectation that Gainwell will be able to sustain positive long-term free cash flow. Moody's considers Gainwell's liquidity to be adequate, with a cash balance of $200 million as of March 2022, and an undrawn $400 million revolving credit facility with $373 million of available capacity. Free cash flow over the next 12-18 months will be pressured by an increasing interest expense burden as benchmark rates continue to rise. Lower one-time and transaction cash expenses, along with cost saving initiatives, will partially offset the negative impact from rising interest rates. Also, Gainwell can manage the timing of new product investments and upfront implementation costs to sustain adequate liquidity. However, Moody's anticipates weaker free-cash-flow-to-debt, around 1.0%, over the next 12-18 months. The single financial covenant, for the benefit of revolving lenders only, provides ample cushion at a maximum 8.2x net first-lien leverage. The test is only applicable when over 35% of the revolving credit facility is drawn. Moody's does not anticipate that the revolver will be drawn to the point ($140 million) over the next twelve months at which the covenant becomes applicable. The individual debt instrument ratings issued by Gainwell Acquisition Corp., guaranteed by Gainwell Holding Corp., are based on the company's probability of default, as reflected in the B3-PD, and the Loss Given Default expectations of the individual debt instruments. The B2 rating and LGD3 assessment on the first-lien senior secured facilities, including the $400 million 5-year revolver and 7-year $4.2 billion term loan, reflect their senior position in the capital structure and loss absorption support provided by the $1.5 billion 8-year second-lien senior secured facility (unrated). Moody's has decided to withdraw the ratings for its own business reasons. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if (all metrics Moody's-adjusted): i) Gainwell demonstrates stable growth, margins and cash flow generation capacity over time; ii) the company continues to diversify its revenue base beyond core MMIS projects and sustains revenue growth rates above low single-digits; iii) Moody's expects debt/EBITDA to remain below 6.0x and free-cash-flow-to-debt around 5% or higher; and iv) the company maintains good liquidity and exhibits more conservative financial policies. The ratings could be downgraded if: i) revenue or profitability are lower than anticipated; ii) financial policies become more aggressive, leading to the expectation that debt/EBITDA will be sustained above 7.5x or free-cash-flow-to-debt will remain at break-even or lower levels in the long term; iii) contract renewal rates deteriorate, or the company experiences pricing pressure, indicating a diminished competitive position; iv) liquidity deteriorates; or v) adverse regulatory changes challenge the business model. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Gainwell Holding Corp. provides software and managed services to health and human services ("HHS") agencies in the US. The company generates the majority of its revenue from long-term contracts with Medicaid agencies that outsource the operation and management of their Medicaid Management Information System to the company. Gainwell is the primary MMIS provider to 31 US states and territories. Including core MMIS, as well as COB, PI, E&E and other adjacent services, Gainwell serves 52 US states and territories. The company generated $2.3 billion of revenue as of the 12 months ending March 2022. Gainwell was carved out from DXC Technology Company and acquired by private equity firm Veritas Capital in October 2020. GENERATION BRIDGE II: S&P Affirms 'BB-' Rating on Sec. Term Loan ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' rating on U.S. power project Generation Bridge II's senior secured term loan facilities and revolving credit facility. The '1' recovery rating is unchanged, indicating S&P's expectations for very high (90%-100%; rounded estimate: 95%) recovery in a default scenario. S&P said, "The stable outlook reflects our view that Generation Bridge II's operational and financial performance will remain aligned with our expectations. Under our base-case scenario, we forecast a minimum debt service coverage ratio (DSCR) of 1.88x through its asset life. Our forecast for term loan B debt outstanding at maturity in 2029 is about $145 million." Bethlehem Energy Center (Bethlehem) is an efficient 877 megawatt (MW) combined-cycle natural gas-fired power plant located in New York Independent System Operator Inc. (NYISO) Zone F. S&Ps aid, "With a heat rate of about 7,050 Btu per kilowatt hour (kWh), we think capacity factors will average about 50% through 2040, trending down over time. In our base-case scenario, we expect the asset to remain in operation through about 2045. It was placed into service in 2005." S&P believes cash flows will be robust for the short to medium term, but less certain in the long-term due to uncleared capacity prices and merchant market exposure. S&P said, "We expect the project's DSCRs to remain robust in the short to medium term, benefiting from higher spark spreads in the current commodity price environment, while it has low mandatory annual debt service (given the nature of the term loan's structure in which an annual 1% is amortized). The project has outperformed our expectations of operational and financial performance since financial close in February 2022. We expect the current momentum in spark spreads to sustain through 2023, with some energy margin suppression starting 2024. "The project's ability and willingness to sweep cash in line with our base-case projections remains key to maintaining the rating. "Realized spark spreads for 2022 through July at both Bethlehem and Bridgeport were higher than our forecasts. Especially at Bethlehem, a $30/MWh spread through July 2022 is on the higher side compared to the peer group. Despite this material outperformance since financial close, the project plans to distribute cash to equity prior to the first scheduled sweep payment and therefore expects to sweep only $14 million in the fourth quarter of 2022, lower than its budget from early 2022. While we don't expect the term loan B add-on to be materially credit negative in the current commodity price environment, a dividend recapitalization soon after financial close and before the first sweep schedule is an indication of financial policy risk. While we can't measure the degree to which sponsor decision-making would affect the predictability of the project's credit metrics, we will continue to monitor the project's performance on sweeps through term loan B maturity in 2029. "We expect the impact from improved sparks to be offset by an increase in debt service. Generation Bridge II has only partially mitigated its floating rate exposure through swaps for next few years, and has hedged relatively less compared to peers. A large majority of the project's interest rate exposure is floating. S&P said, "Given the current interest rate environment, we forecast the project's annual debt service to be $6 million to $8 million higher compared to our previous forecasts. We expect the impact from better operational and financial performance in the medium term to be offset by an increase in interest expense." S&P said, "The stable outlook reflects our view that Generation Bridge II's operational and financial performance will remain aligned with our expectations and the portfolio will generate sufficient cash flows through its life to pay debt service obligations. Under our base-case scenario, we forecast a minimum DSCR of 1.88x through its asset life. Our forecast for term loan B debt outstanding at maturity in 2029 is about $145 million. We expect the project to sweep $35 million to $40 million in the 12 months starting October 2022. "We could consider a lower rating on the secured debt if the minimum forecasted DSCR falls below 1.4x in any period of our forecast." This could stem from: -- Weaker realized spark spreads or capacity prices that are lower than S&P's internal assumptions for the uncleared periods; -- Unplanned outages that significantly reduce generation; or -- Gas plants that become economically disadvantaged and capacity factors at Bethlehem and Bridgeport 5 fall materially. S&P said, "We could also consider a downgrade if the project does not sweep cash to the term loan as we currently forecast, leading to higher debt service costs and elevated refinance risk with expected debt outstanding at maturity materially higher than $145 million. "While unlikely in the near term, we could consider a positive rating action if we believed the project's DSCRs would remain above 2x in all years of our forecast, with expectations for debt outstanding at maturity below $145 million. This could stem from secular improvements in New York and New England that positively influence the power and capacity prices for an extensive period compared to our current base case, steady operational performance, combined with our view that its natural gas feedstock access will maintain its relative advantage." GIGA-TRONICS INC: BitNile Holdings Reports 69.7% Equity Stake ------------------------------------------------------------- BitNile Holdings, Inc., and Milton C. Ault, III, founder and executive chairman of BitNile, disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Sept. 8, 2022, they beneficially own 6,895,028 shares of common stock of Giga-tronics Incorporated, representing 69.7 percent of the shares outstanding. On Dec. 27, 2021, the Issuer entered into a Share Exchange Agreement with BitNile and Gresham, which was a wholly owned subsidiary of BitNile. The Exchange Agreement provided that the Company would acquire all of the outstanding shares of capital stock of Gresham from BitNile in exchange for issuing to BitNile 2,920,085 Shares and 514.8 shares of Series F Preferred. Each share of Series F has a stated value of $25,000 and is convertible into such number of the Issuer's common stock equal to the stated value divided by the conversion price of $3.25. If BitNile elected to convert all of its Series F Preferred, it would result in the issuance of 3,960,043 Shares. Completion of the Exchange Transaction was subject to the approval of the Issuer's shareholders and other customary closing conditions. The Exchange Transaction closed on Sept. 8, 2022. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/719274/000121465922011271/g916220sc13d.htm About Giga-tronics Inc. Headquartered in Dublin, California, Giga-Tronics Inc. is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- produces RADAR filters and Microwave Integrated Components for use in military defense applications as well as sophisticated RADAR and Electronic Warfare (RADAR/EW) test products primarily used in electronic warfare test & emulation applications. Giga-Tronics reported a net loss of $2.72 million for the year ended March 26, 2022, compared to a net loss of $393,000 for the year ended March 27, 2021. As of March 26, 2022, the Company had $8.06 million in total assets, $4.33 million in total liabilities, and $3.73 million in total shareholders' equity. San Ramon, California-based Armanino LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 24, 2022, citing that the Company's significant recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. GLATFELTER CORP: Egan-Jones Retains BB Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2022, retained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Glatfelter Corporation. Headquartered in Charlotte, North Carolina, Glatfelter Corporation manufactures and supplies papers and engineered materials. GLEAMIN INC: Seeks Cash Collateral Access ----------------------------------------- Gleamin Inc. asks the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and provide adequate protection. The Debtor needs the ability to use the cash collateral to continue operating its business in the ordinary course. On December 8, 2021, the Debtor and Yardline Capital Corporation entered into the Purchase and Sale of Future Receipts Agreement, which provided the Debtor with a loan of $493,240. As of the Petition Date, approximately $375,627 remains due and owing under the Loan Agreement. Pursuant to the Loan Agreement, Yardline was granted a general security interest covering all of the Debtor's "present and future accounts, chattel paper, deposit accounts, documents, personal property, intellectual property, assets and fixtures, general intangibles, instruments, equipment, inventory wherever located, and proceeds now or hereafter owned or acquired by Seller." Loan Agreement section 14.1. The Prepetition Secured Party, in association with a prior loan agreement with the Debtor, filed a UCC-1 financing statement on September 3, 2021. To date, the Prepetition Secured Party has not entered into any deposit account control agreement or otherwise perfected its security interests in any of the Debtor's cash held in its bank accounts with Evolve Bank & Trust. However, in the weeks prior to the Petition Date, Yardline enforced certain remedies on two merchant accounts that are of primary importance to the Debtor and its business. The first is the Debtor's PayPal Payments Processor & PayPal Accounts Receivables Account, which holds approximately $30,000. If one of the Debtor's customers chooses to pay via PayPal, the funds from that purchase go directly into the PayPal Account at the time of purchase. Since the Debtor's access to the PayPal Account is restricted, the Debtor has disabled its customers' ability to pay through PayPal, therefore hindering the company's overall receipts. The second is the Amazon Pay Payments Processor Account which presently does not hold any funds. While the Debtor presently utilizes a third-party for all sales on Amazon, and therefore does not presently utilize the Amazon Account, the Debtor needs access to that account and any funds therein to the extent it wishes to utilize it in connection with its future reorganization efforts. The Debtor has contacted Yardline numerous times after the Petition Date in attempts to discuss, among other things, this case, the Restricted Accounts, and potential terms of a plan of reorganization. However, the Prepetition Secured Party has not responded to any of the Debtor's communications. The Debtor believes there is a sufficient equity cushion to protect Yardline's interests in the cash collateral due to, among other things, the amount of Unencumbered Cash available and the Debtor's post-petition receipts. Nevertheless, as additional adequate protection for its proposed use of the cash collateral, the Debtor proposes to provide the Prepetition Secured Party with replacement liens and superpriority administrative claims for any diminution of value of the cash collateral. A copy of the motion is available at https://bit.ly/3UbjMc4 from PacerMonitor.com. About Gleamin Inc. Gleamin Inc. is an innovative skin beautifying and cleansing company created by Jordan Smyth. Gleamin Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10768) on Aug. 18, 2022. In the petition filed by Joran Smyth, as founder and CEO, the Debtor reported assets and liabilities between $1 million and $10 million each. David M. Klauder has been appointed as Subchapter V trustee. Pashman Stein Walder Hayden, P.C., led by Joseph Charles Barsalona II, is the Debtor's counsel. GOODYEAR TIRE: Egan-Jones Retains BB- Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on August 29, 2022, retained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Goodyear Tire & Rubber Company. Headquartered in Akron, Ohio, Goodyear Tire & Rubber Company develops, distributes, and sells tires. GREEN PLAINS: Egan-Jones Retains B- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on August 30, 2022, retained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Green Plains Inc. EJR also retained its 'B' rating on commercial paper issued by the Company. Headquartered in Omaha, Nebraska, Green Plains Inc. owns and operates ethanol plants located in the Midwest U.S. HANESBRANDS INC: Egan-Jones Retains B+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on August 29, 2022, retained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Hanesbrands, Inc. Headquartered in Winston-Salem, North Carolina, Hanesbrands, Inc. manufactures apparel and clothing products. HARDIN TRUCKING: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Mississippi entered an order authorizing Hardin Trucking Co., Inc. to use cash collateral in accordance with the budget and its agreement with People's United Equipment Finance Corporation. Hardin Trucking has an urgent need to access cash collateral to pay its operating expenses and continue its post-petition operations. People's United is a secured creditor in this proceeding by virtue of: -- Note 1 a. Hardin Trucking executed a promissory note dated December 11, 2019, in the amount of $600,780 payable in 60 equal monthly installments of $10,013, until the note was paid in full. b. Note 1 was secured by a Security Agreement dated December 11, 2019, pursuant to which Hardin Trucking granted People's United a first lien in the Debtor's assets. Security Agreement 1 was a purchase money security interest in 12 chip trailers. c. People's United perfected its security interests in the assets by filing a UCC1 and by having its lien noted on the certificate of titles for the chip trailers. -- Note 2 d. Hardin Trucking executed a promissory note dated January 24, 2020, in the amount of $401,160 payable in 60 equal monthly installments of $6,686, until the note was paid in full. e. Note 2 was secured by a Security Agreement dated January 24, 2020, pursuant to which Hardin Trucking granted People's United a first lien the Debtor's assets. Security Agreement 2 was a purchase money security interest in 8 additional chip trailers. f. People's United perfected its security interests in the assets by filing a UCC1 and by having its lien noted on the certificate of titles for the chip trailers. As of the petition date, the Debtor owed People's United $686,989, plus postpetition interest and attorneys' fees. This amount is not subject to any dispute and People's United's perfected security interest is not subject to any dispute. On July 5, 2022, People's United filed Claim no. 3. People's United has a properly perfected first lien security interest in the all the collateral and in Claim no. 3, including the trailers and tractors described in the Security Agreement, and all assets of Hardin Trucking including all of its accounts. Hardin Trucking has an offer from an unaffiliated third party to purchase the trailers subject to People's United's lien for $520,000. To avoid the expense of a sale of the trailers, People's United will give Hardin Trucking a $520,000 credit against the amount of People's United's claim in consideration for Hardin Trucking surrendering possession of the trailers to People's United. Pursuant to the Order, the automatic stay under 11 U.S.C. section 362 is terminated and the trailers are abandoned from the estate. People's United's proof of claim is deemed amended to reflect the $520,000 credit such that as of the date of the Order, People's United's claim is now $166,989, which claim is fully secured by all of Hardin Trucking's assets, including the Debtor's accounts. As adequate protection, People's United is granted adequate protection and a replacement security interest in and lien upon the pre-petition collateral in favor of People's United with the same validity, extent and priority. It is also granted a security interest in and lien and mortgage upon all assets of Hardin Trucking and a superpriority administrative expense claim under and to the extent set forth in 11 U.S.C. section 507(b) "adequate protection priority claims." The replacement lien and adequate protection priority claims will secure or provide a claim for, as applicable the repayment of People's United in an amount equal to the diminution in the value of People's United's interest in its pre-petition collateral resulting from the use by Hardin Trucking of People's United's collateral and the cash constituting the proceeds of such collateral and the imposition of the automatic stay. Beginning on August 10, 2022, and continuing each month thereafter until confirmation of a plan, to further compensate People's United for the use of its collateral, Hardin Trucking will make monthly adequate protection payments of $5,000. These adequate protection payments will be due on the 10th of each month. Any plan of reorganization in the case will include the same payments to People's United of $5,000 per month, with a final payment date and interest rate on the Claim to be determined at confirmation of any plan in the case. The replacement lien will attach and become valid, perfected and enforceable and effective by operation of law as of the commencement date of the case without any further action by Hardin Trucking or People's United without the necessity of execution by Hardin Trucking or the recording of any financing statements, security agreement, or any other documents. A copy of the order is available at https://bit.ly/3daU0Et from PacerMonitor.com. About Hardin Trucking Co., Inc. Hardin Trucking Co., Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (N.D. Miss. Case No. 22-11453) on June 24, 2022. In the petition signed by Harvey L. Hardin, vice president, the Debtor disclosed up to $10 million in assets and up to $10 million in liabilities. Judge Jason D. Woodard oversees the case. The Law Offices of Craig M. Peno, PLLC is the Debtor's counsel. On September 23, 2022, the Debtor filed its Chapter 11 Plan of Reorganization and Disclosure Statement. HERO NUTRITIONAL: Has Deal on Cash Collateral Access ---------------------------------------------------- Hero Nutritionals, LLC and McCormick 107, LLC advised the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The Debtor is not operating its business and intends to sell its physical assets to pay all of its debts in full under a chapter 11 plan. As of the Petition Date, McCormick asserts it is owed in the principal amount of $2,312,667, together with all accrued interest, late fees, costs and attorneys' fees. By virtue of a first priority UCC-1, McCormick asserts a first priority lien on the Debtor's personal property along with the rents, issues and profits generated by same. McCormick asserts that all of the Debtor's cash and proceeds generated by the Prepetition Collateral are "cash collateral" of McCormick within the meaning of Bankruptcy Code Section 363(a). Although the Debtor is not operating, the Debtor needs limited use of approximately $5,000 cash on deposit that serves as collateral for McCormick's debt so that the Debtor may pay independent contractors an estimated $3,000 to operate the Debtor's equipment for prospective buyers. Additionally, the Debtor needs to pay delinquent property insurance premiums of about $2,000. The parties agree that the Debtor may use approximately $5,000 cash collateral from September 1 to November 1, 2022, or when McCormick's lien is paid in full, whichever occurs first, for the specific purpose of paying independent contractors to operate the Debtor's equipment for prospective buyers and to pay property insurance premiums. The use of cash collateral may be renewed upon subsequent stipulation with McCormick or an order of the Court authorizing use of McCormick's cash collateral. As adequate protection, McCormick will receive a replacement lien against all assets of the estate, subject to existing liens, to have the same extent, validity, scope, and priority as the prepetition liens held by the secured parties. This lien shall be in addition to any other liens of McCormick against the assets and property of the Debtor as of the Petition Date. The replacement lien is valid, perfected, and enforceable without the need of any further recording. McCormick is authorized to file a certified copy of the cash collateral order and any other necessary and related documents. A copy of the stipulation is available at https://bit.ly/3U9fulK from PacerMonitor.com. About Hero Nutritionals, LLC Hero Nutritionals, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-11383) on August 17, 2022. In the petition signed by Jennifer Leigh Hodges, the CEO and sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Scott C. Clarkson oversees the case. David M. Goodrich, Esq., at Golden Goodrich LLP is the Debtor's counsel. HOUSTON AMERICAN: Adjourns Annual Stockholders' Meeting to Oct. 25 ------------------------------------------------------------------ Houston American Energy Corp. announced that due to the lack of a quorum, it convened and then adjourned, without conducting any business, its annual meeting of stockholders held on Sept. 20, 2022, at 10:00 a.m., central time. The Annual Meeting was adjourned until Tuesday, Oct. 25, 2022, at 10:00 a.m., central time. No changes have been, or are expected to be, made to the record date or the proposals to be brought before the Annual Meeting, which proposals are presented in the previously distributed proxy statement. The Company has determined to adjourn the Annual Meeting in order to provide additional time to solicit proxies to secure a quorum and to solicit votes from its stockholders with respect to the proposals set forth in the Company's proxy statement. The Company encourages any stockholder that has not yet voted its shares or is uncertain if their shares have been voted to contact their broker or bank. The board of directors and management respectfully requests stockholders as of the record date, Aug. 15, 2022, to please vote their proxies as soon as possible. Stockholders who have previously submitted their proxy or otherwise voted for the Annual Meeting and who do not want to change their vote need not take any action. If the number of additional shares of common stock voted at the adjourned Annual Meeting is not sufficient to reach a quorum, the Company intends to adjourn the Annual Meeting again, which will result in the Company incurring additional costs. About Houston American Energy Based in Houston, Texas, Houston American Energy Corp. is a publicly-traded independent energy company with interests in oil and natural gas wells, minerals and prospects. The company's business strategy includes a property mix of producing and non-producing assets with a focus on the Permian Basin in Texas, Louisiana and Columbia. Houston American reported a net loss of $1.02 million for the year ended Dec. 31, 2021, a net loss of $4.04 million for the year ended Dec. 31, 2020, and a net loss of $2.51 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $10.63 million in total assets, $369,461 in total liabilities, and $10.26 million in total shareholders' equity. IBIO INC: Acquires RubrYc's AI Drug Discovery Platform and Pipeline ------------------------------------------------------------------- iBio, Inc. closed on the acquisition of substantially all of the assets of its partner, RubrYc Therapeutics, Inc., after it entered into a definitive asset purchase agreement. The transaction marks another important step toward iBio's mission to bring more – and better - immunotherapies to the clinic, faster, with its continued transformation into a biopharmaceutical discovery and development company. The acquired assets include: * AI Drug Discovery Platform: A patented system that uses artificial intelligence to design 3D models of epitopes to facilitate the creation of better antibody drug candidates. Unlike other traditional and newer AI-driven methods of drug discovery that often focus upon dominant epitopes, the RubrYc Discovery Engine uses predictive algorithms to identify and model subdominant and conformational epitopes, prospectively enabling the discovery of new antibody treatments for hard-to-target cancers and other diseases. * Previously Licensed Candidates: All rights – with no future milestone payments or royalty obligations – to two molecules. These include IBIO-101, an IL-2 sparing anti-CD25 antibody for depletion of regulatory T cells, as well as "Target 6" that was discovered in Q2 FY2022 using the Discovery Engine. * New Therapeutic Candidates: Three promising immuno-oncology candidates, plus a partnership-ready PD-1 agonist for serious autoimmune diseases, such as systemic lupus erythematosus and multiple sclerosis. Purchase terms include: * An upfront payment of $1 million in iBio's common stock to RubrYc investors. * Eligibility for RubrYc's investors to receive up to $5 million in development milestones over the next five years, to be paid in common stock or cash, at iBio's sole discretion. In an effort to focus its resources on the promising new discovery platform and entering the clinic with its lead compounds, iBio has initiated a review of opportunities to accelerate its transformation while extending its cash runway beyond previous guidance of Sept. 30, 2023. These include asset sales, partnerships, portfolio decisions, cost reductions, and non-dilutive efforts to raise additional capital. "We are excited to pair our new AI Discovery Engine with our existing platforms to create a biotech company with its own end-to-end discovery capabilities and an expanded pipeline of immunotherapy candidates," said Tom Isett, chairman & chief executive officer of iBio. "We are also happy to welcome four of RubrYc's talented and experienced computational biology pioneers to our team, the majority of whom will make the move to iBio's new Drug Discovery Center that is slated to open in San Diego in the coming weeks." "Instead of relying on traditional 'trial-and-error' drug screening methods, we believe adding an AI-powered discovery capability to the front end of our process will enable us to bring better molecules into the clinic faster and more cost-effectively," commented Martin Brenner, DVM. Ph.D., iBio's chief scientific officer. "This was clearly demonstrated with iBio's pipeline Target 6, a mutated form of a protein expressed in a number of tumors. RubrYc's Discovery Engine enabled the rapid identification of antibodies that selectively bind the mutated protein, without binding the wild-type version, which is more commonly expressed in healthy tissues. Due to the unique characteristics of the RubrYc Discovery Engine, we were able to expeditiously advance the program from the Early Discovery to the Late Discovery stage." The closing of the acquisition was conditioned upon approval of the NYSE American and both parties meeting other customary closing conditions. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics manufacturing company. Its FastPharming System combines vertical farming, automated hydroponics, and novel glycosylation technologies to rapidly deliver high-quality monoclonal antibodies, vaccines, bioinks and other proteins. iBio is developing proprietary products which include biopharmaceuticals for the treatment of cancers, as well as fibrotic and infectious diseases. The Company's subsidiary, iBio CDMO LLC, provides FastPharming Contract Development and Manufacturing Services along with Glycaneering Development Services for advanced recombinant protein design. iBio reported a net loss attributable to the Company of $23.21 million for the year ended June 30, 2021, a net loss attributable to the company of $16.44 million for the year ended June 30, 2020, and a net loss attributable to the Company of $17.59 million for the year ended June 30, 2019. As of March 31, 2022, the Company had $115.37 million in total assets, $35.99 million in total liabilities, and $79.38 million in total equity. INGRAM MICRO: Proposed IPO No Impact on Moody's 'Ba3' CFR --------------------------------------------------------- Moody's Investors Service said Ingram Micro Inc.'s announced confidential filing with the SEC for a proposed initial public offering ("IPO") in the United States is credit positive but has no immediate impact on the company's ratings. The company's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating and stable outlook remain unchanged. The magnitude of the credit benefit will depend on the amount and planned use of net proceeds, as well as post-IPO ownership structure and stated financial policies. Ingram Micro was purchased by Platinum Equity in July 2021 for $8.4 billion (including $325 million of earn-outs) with $2.6 billion of cash equity and $5.8 billion of debt. In Q2 2022, the company sold its Commerce & Lifecycle Services ("CLS") business for $3 billion and used the net proceeds to pay a $325 million earn-out, repay $500 million outstanding under the ABL term loan, and distribute $1.75 billion in dividends to shareholders. As of July 2, 2022, Ingram Micro had $4.2 billion debt balance outstanding. Using public peers' current trading prices of 7x to 8x EBITDA multiple, Ingram Micro could be valued at $7.5 - $8.5 billion. If Moody's assume that about 25% of the company will be sold, Ingram Micro could realize roughly $2 billion in gross proceeds. Depending on the company's financial policy and leverage targets, Ingram Micro could position itself for an upgrade. Headquartered in Irvine, CA, Ingram Micro Inc. is one of the largest global information technology wholesale distributors providing sales, marketing, and supply chain solutions. The company operates in more than 50 countries and offers various IT products, including peripherals, systems, networking, software, logistics, data capture, point-of-sale, and high-end home technology products, mostly focused on the small and medium size business market. The company generated $53.8 billion of revenue in the LTM ended July 2, 2022. INVENERGY THERMAL: S&P Affirms 'BB' ICR, Outlook Negative --------------------------------------------------------- S&P Global Ratings affirmed its 'BB' rating on Invenergy Thermal Operating I LLC's term loan B (TLB). The outlook remains negative, reflecting the financial underperformance risk if the project is unable to realize high power prices in the upcoming 12 months, which could lead to lower-than-expected cash flow sweeps in the TLB. Invenergy owns a 2.35-gigawatt (GW; net capacity) portfolio of six operating gas-fired electric power plants, each in a different North American Electric Reliability Corp. (NERC) region. The portfolio comprises: -- Nelson, a mostly merchant 615-MW combined-cycle gas turbine (CCGT) in Illinois (COMED zone, PJM region). Nelson is 100%-owned by Invenergy and accounted for 62% of the company's distributions in 2021. -- Grays Harbor Energy LLC, a merchant 630-MW CCGT in Washington (Mid-Columbia, NWPP region), has a heat rate call option for 200 MWs that runs through 2024. Grays Harbor is 100%-owned by Invenergy and accounted for 15% of the company's distributions in 2021. -- St. Clair Power L.P., a contracted 577-MW CCGT in Ontario, Canada, with a power purchase agreement (PPA) that expires in 2029. St. Clair is 100%-owned by Invenergy and contributed 7% of the company's distributions in 2021. -- Invenergy Cannon Falls LLC, a contracted 357-MW CT in Minnesota with a PPA that expires in 2025. Cannon Falls is 51%-owned by Invenergy and accounted for 6% of the company's distributions in 2021. -- Hardee Power Partners Ltd., a contracted 362-MW CCGT in Florida with a PPA that expires in 2032. Hardee is 51%-owned by Invenergy and contributed 3% of the company's distributions in 2021. -- Spindle Hill Energy LLC, a contracted 314-MW CT in Colorado with a PPA that expires in 2027. Spindle Hill is 51%-owned by Invenergy and accounted for 2% of the company's distributions in 2021. Assets in different geographic regions provide cash-flow diversity. Contracted payments from four encumbered assets provide cash-flow visibility through the TLB due date in 2025. Nelson's cleared PJM capacity payments until 2023-2024 and its partially contracted capacity (15.6%) under a PPA provide commercial certainty. Additionally, Grays Harbor's heat rate call option (HRCO) for 40% of its capacity supports near term cash flows. Like other projects financed with TLB structures, the majority of Invenergy's debt repayment is tied to cash-flow sweeps, which are dependent on market conditions and financial performance. Grays Harbor faces strong competition from renewable generation and exhibits high sensitivity to demand and price changes given its higher fixed-cost structure and variability of demand compared with the other merchant assets in the portfolio. Weaker-than-expected PJM capacity prices beyond 2024 could increase Nelson's cash flow volatility. S&P said, "The TLB down payment--coupled with our expectation of increased cash-flow sweeps in the second half of 2022 and 2023--will improve debt-coverage ratios. We expect Invenergy's DSCRs to peak at above 4.0x over the next 12-24 months compared with our prior expectation of above 3x. This stems from our lower debt-balance assumption as well as our expectation of higher cash-flow sweeps. Under the credit agreement, Invenergy is required to prepay $75 million of the TLB by the end of 2022, following the sale of Ector. Under our base-case forecast, we factor in $30 million-$32 million of cash-flow sweeps in the second half of 2022 and $35 million-$37 million in 2023 due to favorable market-price and demand conditions. This compares to about $20 million-$25 million of cash-flow sweeps previously expected. We estimate that if market conditions hold, the project could end up with a $150 million-$160 million (including a mandatory amortizations of $1.074 million per quarter) term loan outstanding balance at maturity from $340 million outstanding as of December 2021. We believe that the lower debt balance would significantly reduce the project's refinancing risk in 2025. However, we also note that power prices can fluctuate sharply and the strong momentum could revert. We would revise the outlook to stable if the project is able to meet our cash flow sweep expectations in the upcoming 12 months and the PJM capacity auction in December 2022 do not come well below our expectations. "We anticipate that higher spark spreads should support strong debt-coverage ratios in over the next 12-24 months. We expect Nelson's around-the-clock (ATC) spark spreads to peak at $33/MWh-$34/MWh over the next two quarters, reflecting strong forward energy prices in the PJM region and a pickup in demand during the hot summer and cold winter periods, in a context of very high natural gas prices. We anticipate ATC spark spreads to start declining toward the end of 2023 and trough at about $11/MWh in 2024 (on an average annual basis), reflecting normalizing energy and power markets. We assume Nelson will generate 3.1 million-3.2 million MWhs per year, which is in line with the asset's five-year historical average production. We forecast Nelson will generate over 40% of the cash flows for Invenergy during the next couple of years. Similarly, we expect strong ATC spark spreads for Grays Harbor in the NWPP region, reflecting a peak of $21/MWh (on an average annual basis) in 2022, dropping to about $16.00/MWh in 2023. We forecast Grays Harbor will generate approximately 3.5 million MWhs per year and will contribute about over 30%-35% of Invenergy's cash flows in the next couple of years. As a result, we expect DSCRs to decline, reaching a minimum of 2.15x in September 2026, in which we model that the TLB due 2025 is refinanced with a fully-amortizing bond due 2033. "Lower-than-expected capacity prices in the PJM region will offset some of Nelson's energy market gains. Relative to our 2021 forecast, we now estimate Nelson will generate less than half ($35 million) of the previously forecasted ($80 million) cumulative capacity revenues from 2022 through the TLB maturity in 2025. The recent capacity prices for the COMED zone in the PJM region cleared at significantly lower levels than previously expected: $34.13 per megawatt-day (/MW-day) for the 2023-2024 delivery period, which we previously forecasted at $125/MW-day. We also recently lowered our expectations for future PJM capacity prices across zones. We now expect rangebound prices of $40/MW-day for the 2024-2025 delivery period compared with our previous expectation (in 2021) of $125/MW-day. Our long-term capacity price forecast for COMED is also lower at $80/MW-day compared with $130/MW-day in our 2021 forecast. Capacity payments constitute less than 10% of Nelson's revenues stream. We believe that if current market factors persist in the next auction in December 2022, Nelson's capacity revenues and cash-flow sweeps could be further pressured." Invenergy's dependence on Nelson's and Grays Harbor's performance and the uncertainty over these assets' price and demand realizations are a key risk. Invenergy has a significant concentration (85% of cash flows in the near term) in two highly productive assets: Nelson and Grays Harbor. These are mainly merchant plants (apart from Nelson's contracted energy and capacity payments and Grays Harbor's HRCA contracted payments) that are exposed to significant market risk, including to volatility in power demand, commodity prices, and PJM capacity prices (Nelson). Over the next 12-24 months, S&P's cash-flow sweep estimate is contingent on the merchant assets' ability to achieve demand and price realizations in a volatile power market. Over the next couple of years, just a 10%-15% decline of the annual spark spreads for Nelson and less than a 5% decrease for Grays Harbor could result in a minimum DSCR ratio below our downgrade trigger of 1.85x. S&P believes that Grays Harbor exhibits higher cash-flow volatility than Nelson due to its greater seasonal variability of demand, steeper competition from hydro power generation, and higher fixed cost structure. This is reflected in its revised operations phase business assessment (OPBA) of 9, one category higher than its previous assessment of 8. This assessment is one category lower (more stable cash flows) than that of fully merchant plant peers (such as Generation Bridge LLC, with an OPBA of 10), which reflects Invenergy's stable cash flows (15% of cash flows in the near term) coming from the contracted assets. The negative outlook reflects financial underperformance risk if the project is unable to realize the currently favorable energy market conditions, which could lead to lower-than-expected cash-flow sweeps in the TLB. A small change in our base-case spark spread assumptions could result in an erosion of the credit cushion at the current rating level. S&P now expects a minimum DSCR of 2.15x in 2026 compared to its previous minimum of 2x in 2034. S&P could lower its rating on Invenergy's debt if a combination of the following factors cause minimum DSCRs to decline below 1.85x on a sustained basis: -- Weaker-than-expected cash-flow sweeps in the upcoming year; -- Lower-than-expected capacity prices in PJM, affecting the Nelson project, which is the most important from a cash-flow perspective; -- Spark spreads decline for merchant assets (Nelson and Grays Harbor); and -- Lower-than-expected demand for Nelson and Grays Harbor, reflected in weaker generation. The rating on the holding company is constrained by the credit profiles of the four projects (Cannon Falls, Hardee, Spindle Hill, and St. Clair), the bankruptcy filings of which could cross-default and cause a potential acceleration of the holding-company debt. One of the project's credit profiles (Hardee) constrains the current rating on the holding-company debt. S&P assesses these credit profiles annually, and meaningful deterioration could cause them to lower the rating on the holding company even if there are compensating improvements in other assets in the portfolio. S&P could revise the outlook to stable if the project sweeps a considerable amount of cash in the upcoming year ($30 million-$35 million per year) as a result of favorable price and demand realizations. Factors supporting this would also include the December 2022 PJM capacity auction clearing in line with our expectations, such that the project can sustain a projected DSCR of above 1.85x. JEFFERSON LA BREA: Seeks Cash Collateral Access Thru Dec 31 ----------------------------------------------------------- Jefferson La Brea D&J Properties LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for entry of an order authorizing the use of cash collateral through December 31, 2022, and approving the Debtor's property management agreement and cash management system. The cash collateral consists of rents collected by the Debtor from leasing a commercial property located at 5112-5118 W. Jefferson Blvd., and 3409-3421 S. La Brea Avenue, in Los Angeles. The entities that have recorded deeds of trust on the Real Property and may assert a security interest in the rents are Mega Bank, JBM Family Trust, and Tony Lewis. The Debtor is informed that the Real Property is worth approximately $12 million. Darlene Upchurch-Friedman was the manager and owner of the Debtor until her death on March 28, 2021. Upchurch-Friedman's son, Jason Upchurch, is the court-appointed administrator of Upchurch-Friedman's estate and, pursuant to California Corporations Code sections 17705.04 and 17706.03(c), has been appointed sole manager of the LLC. In 2011, Upchurch-Friedman agreed to grant Tony Lewis a 30% membership interest in the Debtor in exchange for a $300,000 capital contribution. In 2014, Lewis sold his 30% interest back to Upchurch-Friedman. Lewis has alleged that he rescinded the sale of his interest in 2015 or alternatively that the sale of the interest in 2014 was a sham. The Debtor disputes that the 30% interest was repurchased or a sham, and also disputes that Lewis made the capital contribution require of him to obtain his initial interest. In 2021, after Upchurch-Friedman's passing, Lewis filed a complaint in the Los Angeles Superior Court seeking compensatory damages and declaratory and injunctive relief establishing that he is a 30% owner of the Jefferson property, and the owner of a 30% membership interest in the Debtor. Lewis has since amended his complaint to allege that he holds a majority interest in the Debtor. The Debtor has asserted crossclaims against Lewis for, among other things, trespass, intentional interference with contractual relations, and related claims. The Debtor currently owes approximately $2.2 million to Mega Bank secured by a first priority deed of trust, and approximately $300,000 to JBM Family Trust secured by a second priority deed of trust. Lewis also has recorded a third priority deed of trust to secure an alleged debt of approximately $50,000. The Debtor is in default on the debt owed to Mega Bank. On August 10, 2022, Mega Bank recorded a notice of trustee's sale to be conducted on August 31, 2022. The Debtor arranged for a refinancing and satisfaction of the debt to Mega Bank, but the closing was conditioned on Lewis agreeing to subordinate this third priority deed of trust. After entering into a stipulation to subordinate his deed of trust, Lewis ultimately refused, thereby preventing the satisfaction of the Mega Bank debt. Because Lewis refused to permit the refinancing to be effectuated prior to the scheduled foreclosure sale on August 31, 2022, the Debtor commenced the Chapter 11 case to stay the foreclosure sale and provide the Debtor adequate time to maximize the value of the Real Property for all interested parties. The Debtor has employed a broker and intends to consummate a sale of the Real Property in the next 90-120 days, satisfy all creditor claims, and then preferably achieve a consensual resolution of the State Court Litigation to permit the remaining sale proceeds to be distributed. The cash collateral will be used for the operating expenses of the Real Property and other administrative expenses of the Debtor. The existing security interests are adequately protected by a substantial equity cushion. However, the Debtor proposes to grant replacement liens in the postpetition rents (to the same extent, applicability, priority and validity as the equivalent prepetition liens). A copy of the motion is available at https://bit.ly/3qzWZcl from PacerMonitor.com. About Jefferson La Brea D&J Properties LLC Jefferson La Brea D&J Properties LLC leases a commercial property located at 5112-5118 W. Jefferson Blvd., and 3409-3421 S. La Brea Avenue, in Los Angeles. Jefferson La Brea D&J Properties LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14481) on August 17, 2022. The Debtor considers itself a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). In the petition filed by Jason E. Upchurch, as manager, the Debtor estimated assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by David B. Shemano, Esq., at ShemanoLaw. JOHNSON & JOHNSON: Appellate Judge Ambro Will Weigh Talc Appeal --------------------------------------------------------------- Jonathan Randles of The Wall Street Journal reports that appellate judge Thomas Ambro, a former bankruptcy practitioner, will rule on a disputed chapter 11 filing that froze mass talc lawsuits against Johnson & Johnson. Johnson & Johnson's use of bankruptcy to shift mass talc lawsuits against the company to chapter 11 will meet its most serious test yet before a federal appeals judge whose influential bankruptcy rulings shape one of the nation's top corporate restructuring hubs. Judge Thomas Ambro sits on the three-judge panel that will hear arguments Monday in a Philadelphia courtroom over an emerging corporate restructuring strategy where companies facing mass personal-injury litigation use a Texas law to create a new subsidiary with minimal business operations and make it responsible for tort liabilities before filing for bankruptcy. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. JOSEPH KLAYNBERG: Court Okays Appointment of Chapter 11 Trustee ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved the appointment of Jonathan Flaxer, Esq., a practicing attorney in New York, as Chapter 11 trustee for Joseph Klaynberg. Mr. Flaxer was appointed by the U.S. Trustee for Region 2, the bankruptcy watchdog overseeing Mr. Klaynberg's Chapter 11 case, following review of each of the candidates' qualifications and recommendations from Mr. Klaynberg's attorney and claimant Nahla Capital, LLC. Nahla sought the appointment of a Chapter 11 trustee last month. Mr. Flaxer, a member of Golenbock Eiseman Assor Bell & Peskoe, LLP, disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Joseph Klaynberg Joseph Klaynberg sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10165) on Feb. 11, 2022. Judge Martin Glenn oversees the case. The Debtor is represented by Matthew Roseman, Esq., at Cullen and Dykman, LLP. JUMBA LLC: Case Summary & Four Unsecured Creditors -------------------------------------------------- Debtor: The Jumba, LLC 6340 Tosca Dr. Haltom, TX 76180 Chapter 11 Petition Date: September 23, 2022 Court: United States Bankruptcy Court Northern District of Texas Case No.: 22-31740 Debtor's Counsel: Lyndel Anne Vargas, Esq. CAVAZOS HENDRICKS POIROT, P.C. 900 Jackson Street, Suite 570 Dallas, TX 75202 Email: LVargas@chfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Andrea Vernon as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AQAJ6SA/The_Jumba_LLC__txnbke-22-31740__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Four Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Tri County Utilities Utility Service $0 1623 Weatherford Hwy Aledo, TX 76008 2. Parker County Tax Assessor Taxes $0 1112 Santa Fe Drive Weatherford, TX 76086 3. Johnson County TAC Taxes $0 2 N Mill St Cleburne, TX 76033 4. Jack County TAC Taxes $0 100 N Main St #209 Jacksboro, TX 76458 KALBARRI AUSTRALIA: Seeks Interim Cash Collateral Access -------------------------------------------------------- Kalbarri Australia, LLC and its secured creditor, Simmons Bank, ask the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, for authority to use cash collateral on an interim basis. A hearing on the Debtor's request is set for September 27, 2022, at 11:00 a.m. in Memphis. The Debtor intends to continue using the rents from its property in Memphis, Tennessee, in the ordinary course of its business. The Debtor granted Simmons Bank an assignment of rents, which instrument is dated July 5, 2017, and was recorded July 21, 2017, as instrument no. 17074134 in the archives of the Office of the Shelby County Register. Prior to the Debtor's petition date, the rents were collected into a consolidated bank account held in the name of the Debtor's parent company, Logistics Resources, LLC-S, an Indiana limited liability company, whereby Logistics Resources maintained books and records of the Debtor's rents and expenditures. The Debtor will deposit future rents in a debtor-in-possession bank account at a depository bank authorized to hold estate funds in accordance with the guidelines of the United States Trustee Program. Simmons Bank consents to the Debtor's use of the rents consistent with the budget and subsection 363(c)(2)(A) of the Bankruptcy Code. Simmons Bank further consents to the Debtor's use of the rents to pay professional administrative costs of the Debtor's bankruptcy estate subject to (i) the Debtor complying with the application procedures under sections 330 and 331 of the Bankruptcy Code, and (ii) Simmons Bank reserving its right to object to the reasonableness of any compensation in such application. The parties request that Simmons Bank be granted adequate protection under sections 361 and 363 of the Bankruptcy Code in the form of (A) monthly adequate protection payments in an amount equal to $15,500; and (B) a post-petition lien on rents in the same manner as existed pre-petition under the assignment of rents. A copy of the order is available at https://bit.ly/3QJu5RV from PacerMoniotor.com. About Kalbarri Australia LLC Kalbarri Australia LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-23562) on August 25, 2022. In the petition filed by George X. Canno, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Adam M Langley of Butler Snow, LLP. KEYWAY APARTMENT: Wins Cash Collateral Access Thru Oct 4 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Keyway Apartment Rentals, LLC to use cash collateral on an interim basis through October 4, 2022. The Debtor is permitted to use cash collateral to fund the expenses provided on the budget that are necessary to operate and maintain the Debtor's real property located at 122, 113 Kinship Road, and 123-133 Willow Spring Road, Dundalk, Maryland 21222. The Debtor will make monthly payments to the Lender in amount equal to the nondefault contract rate of interest under the Promissory Note dated as of April 30, 2018, in the original principal amount of $4,100,000, executed by the Debtor and now held by the Lender pursuant to a series of allonges, such monthly payments calculated by the Lender to be in the amount of $17,957 and to be paid by the 11th of each month. The Debtor and Wilmington Trust, N.A. -- as trustee for the benefit of the registered holders of Wells Fargo Commercial Mortgage Trust 20I8-C45, Commercial Mortgage Pass-Through Certificates, Series 20I8-C45 -- stipulated as follows: a. The Note is secured by a Purchase Money Deed of Trust and Security Agreement dated as of April 30, 2018 recorded in the Land Records for Baltimore County at Book 40215, Page 39; b. The Deed of Trust constitutes a valid, perfected and continuing first priority lien on and security interest in the Debtor's Property; c. The rents generated by the Property constitute the Lender's "Cash Collateral" as defined in 11 U.S.C. section 363; d. The Debtor is in default under the terms of the Note and Deed of Trust; and e. The Debtor maintains a dispute as to the amount of the Lender's claim and reserves all of its rights to such dispute. A final hearing on the matter is scheduled for October 3 at 10 a.m. A copy of the order is available at https://bit.ly/3qDJg4w from PacerMonitor.com. About Keyway Apartment Rentals, LLC Keyway Apartment Rentals, LLC is a Maryland limited liability company that owns a 63-unit residential apartment complex situated upon three parcels of real property known as 113 Kinship Road, 122 Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore County, Maryland. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022. In the petition signed by George Divel, III, as managing member, the Debtor disclosed $6,653,350 in assets and $4,252,151 in liabilities. Judge Michelle M. Harner oversees the case. Joseph M. Selba, Esq., at Tydings and Rosenberg LLP oversees the case. KINGS RIVER: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Kings River Holdings Inc. d/b/a Liberty Glass & Mirror 6201 Technology Drive, Ste. 102 Frisco, TX 75033 Business Description: The Debtor is a full service glass and mirror company specializing in frameless shower doors & enclosures, frameless tub enclosures, custom glass partitions and glass railings, vanity and wall mirrors, glass shelving and tabletops, pattern glass for cabinets, and wine room enclosures serving residential & commercial customers. Chapter 11 Petition Date: September 23, 2022 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 22-41241 Debtor's Counsel: Thomas D. Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard Street, Suite 3800 Dallas, TX 75201-6659 Tel: 214-855-7554 Email: tberghman@munsch.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Rhett Yeary as president. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VSJBN3A/Kings_River_Holdings_Inc__txebke-22-41241__0001.0.pdf?mcid=tGE4TAMA KNOW LABS: Closes $8.28 Million Public Offering of Common Shares ---------------------------------------------------------------- Know Labs, Inc. has closed its underwritten public offering of 4,140,000 shares of its Common Stock at a public offering price of $2.00 per share, which includes the exercise by the underwriter of its over-allotment option to purchase up to 540,000 shares. The gross proceeds from this offering, before deducting underwriting discounts and commissions and other offering expenses payable by Know Labs, was $8.28 million. The Common Stock began trading on the NYSE American under the symbol "KNW" on Sept. 16, 2022. Boustead Securities, LLC acted as the sole underwriter, on a firm commitment basis, for the Know Labs offering. The registration statement on Form S-1, as amended, was filed with the Securities and Exchange Commission and was declared effective on Sept. 15, 2022. A final prospectus relating to the offering was filed with the SEC and is available on the SEC's website at http://www.sec.govor by contacting Boustead Securities, LLC, via email: offerings@boustead1828.com or by calling +1 (949) 502-4408 or standard mail at Boustead Securities, LLC, Attn: Equity Capital Markets, 6 Venture, Suite 395, Irvine, CA 92618, USA. About Know Labs Know Labs, Inc. was incorporated under the laws of the State of Nevada in 1998. Since 2007, the Company has been focused primarily on research and development of proprietary technologies which can be used to authenticate and diagnose a wide variety of organic and non-organic substances and materials. The Company's Common Stock trades on the OTCQB Exchange under the symbol "KNWN." Know Labs reported a net loss of $25.36 million for the year ended Sept. 30, 2021, a net loss of $13.56 million for the year ended Sept. 30, 2020, and a net loss of $7.61 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $9.63 million in total assets, $4.61 million in total current liabilities, $97,261 in total non-current liabilities, and $4.92 million in total stockholders' equity. LANGSTON CONSTRUCTION: Hearing Today on Cash Collateral Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California authorized Langston Construction, Inc. to use cash collateral on an interim basis in accordance with the budget through September 26, 2022. The Debtor, however, is not allowed to pay insiders. To protect against the deterioration or diminution in the value of the interest of Small Business Financial Solutions a.k.a. Rapid Finance, in the cash collateral, Rapid Finance is granted valid, enforceable, fully perfected, and unavoidable replacement liens on all of the Debtor's assets or interests in assets acquired on or after the Petition date of the same type and priority that it had in such assets as of the Petition date. A copy of the order and the Debtor's budget is available at https://bit.ly/3Lnyb12 from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $295,740 for September 2022; $72,370 for October 2022; $525 for November 2022; $525 for December 2022; $525 for January 2023; and $525 for February 2023. About Langston Construction Langston Construction Inc. is a construction company that provides superior design-build, construction management and general contracting services. Langston Construction filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-02113) on August 12, 2022. In the petition filed by Christopher Langston, as president, the Debtor reported assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. Judge Margaret M. Mann oversees the case. Jean Goddard has been appointed as Subchapter V trustee. LAS VEGAS SANDS: Egan-Jones Hikes Senior Unsecured Ratings to B+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Las Vegas Sands Corporation to B+ from BB-. Headquartered in Las Vegas, Nevada, Las Vegas Sands Corporation owns and operates casino resorts and convention centers. LASHLINER INC: Wins Cash Collateral Access Thru Oct 7 ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington has authorized Lashliner Inc. to use cash collateral in accordance with the budget through October 7, 2022. The Debtor is permitted to make expenditures in amounts not to exceed 115% of the amount contained in the budget projection only for the period specified in the Order, and for corresponding time periods terminating on October 11. The Debtor will maintain adequate protection of Bank of America N.A.'s interest in the cash collateral by making monthly payments on the Bank's secured claim, in the approximate amount of $2,500 a month, based on a contractual floating rate of interest of the Bank's Prime Rate plus 0.5%, for the period the Order is in effect, payable on the first day of the month, starting with the September 1 payment. The Bank is granted a replacement lien in, to and on, the Debtor's post-petition cash, accounts receivable, inventory, equipment and all other categories of assets described in the UCC Financing Statement that Bank maintains over the assets of the Debtor. The Debtor is also directed to provide the Bank by no later than September 20, 2022, a statement of actual receipts and disbursements for the period September 1 to September 30, and monthly financial projections reflecting the amount of Debtor's projected revenues, necessary expenses and the resulting value of the assets securing Bank's claim, for a forward-looking three-month period beginning October 1. A copy of the order is available at https://bit.ly/3UaZXSa from PacerMonitor.com. About LashLiner Inc. LashLiner Inc., doing business as Lashliner LLC, is an innovative cosmetics brand. The company's initial product is a patent-pending magnetic eyeliner and eyelash system. LashLiner Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-11273) on August 8, 2022. In the petition filed by Robert Kitzberger, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Kathryn E Perkins has been appointed as Subchapter V trustee. The Law Offices of D. Merrit & Associates, is the Debtor's counsel. LEVEL FOUR ORTHOTICS: Womble Bond Represents Cascade, 3 Others -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Womble Bond Dickinson (US) LLP submitted a verified statement to disclose that it is representing the Ad Hoc Committee in the Chapter 11 cases of Level Four Orthotics & Prosthetics, Inc. d/b/a Restore POC, et al. The Ad Hoc Committee was initially formed on or about September 19, 2022 and retained Ad Hoc Committee Counsel to represent the Ad Hoc Committee in connection with unsecured claims alleged or asserted by the members of the Ad Hoc Committee against the Debtors or predecessors or affiliates of the Debtors under applicable state law. As of Sept. 21, 2022, members of the Ad Hoc Committee and their disclosable economic interests are: Claim Amount ------------ Cascade Orthopedic Supply, LP $567,402.65 2638 Aztec Drive Chico, CA 95928 CPO Management Services, LLC $300,778.27 741 W. Main St. Peoria, IL 61606 Orthomerica Products, Inc. $2,251,578.12 PO Box 607129 Orlando, FL 32860-7129 Otto Bock HealthCare LP $27,705.75 29168 Network Place Chicago, IL 60673-1291 Counsel to the Ad Hoc Committee of Unsecured Creditors can be reached at: WOMBLE BOND DICKINSON (US) LLP Ericka F. Johnson, Esq. Morgan L. Patterson, Esq. 1313 North Market Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 252-4320 Facsimile: (302) 252-4330 E-mail: ericka.johnson@wbd-us.com morgan.patterson@wbd-us.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3R1Mqd7 and https://bit.ly/3BLqq0y About Level Four Orthotics Level Four Orthotics & Prosthetics, Inc., doing business as Restore POC, is a provider of custom prosthetics, orthotics, and infant cranial remolding products with a mission to provide affordable, quality products and limb loss solutions to patients in need. Level Four Orthotics & Prosthetics and five affiliates, including Cocco Enterprises, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 22-10807) on August 29, 2022. Level 4 reported assets and debt of $10 million to $50 million as of the bankruptcy filing. The Debtors have prepetition loan obligations totaling $20,235,011 as of the Petition Date secured by some or all of the assets of each the Debtors. The Hon. J. Kate Stickles is the case judge. The Debtors tapped RUBERTO, ISRAEL & WEINER, P.C., as general bankruptcy counsel, and CROSS & SIMON, LLC, as local bankruptcy counsel. VERDOLINO & LOWEY, P.C., is the Debtors' accountant. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. LIVEONE INC: All Four Proposals Passed at Annual Meeting -------------------------------------------------------- LiveOne, Inc. held its 2022 Annual Meeting of Stockholders at which the stockholders: (1) elected Robert S. Ellin, Jay Krigsman, Craig Foster, Ramin Arani, Patrick Wachsberger, Kenneth Solomon, Bridget Baker, Maria Garrido, and Kristopher Wright to the Company's Board of Directors; (2) approved, at the Company's Board of Directors' discretion, an amendment to the Company's Certificate of Incorporation to effect a reverse stock split at a ratio to be determined in the discretion of the Company's Board of Directors within a range of no less than one-for-two through one-for-ten; (3) ratified the appointment of Macias Gini & O'Connell, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023; and (4) approved, an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. About LiveOne Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne reported a net loss of $43.91 million for the year ended March 31, 2022, compared to a net loss of $41.82 million for the year ended March 31, 2021. As of June 30, 2022, the Company had $72.37 million in total assets, $82.15 million in total liabilities, and a total stockholders' deficit of $9.78 million. Los Angeles, California-based BDO USA, LLP, the Company's former auditor, issued a "going concern" qualification in its report dated June 29, 2022, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. LTL MANAGEMENT: Womble Bond Updates on States Group --------------------------------------------------- In the Chapter 11 cases of LTL Management LLC, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Womble Bond Dickinson (US) LLP submitted an amended verified statement to disclose an updated list of members of the Ad Hoc Committee of States Holding Consumer Protection Claims. The Ad Hoc Committee of States was initially formed on or about March 15, 2022, and retained Ad Hoc Committee Counsel to represent the Ad Hoc Committee of States in connection with consumer protection claims alleged or asserted by the members of the Ad Hoc Committee of States against the Debtor or predecessors or affiliates of the Debtor under applicable state law. On May 10, 2022, Ad Hoc Committee Counsel filed the Verified Statement of the Ad Hoc Committee of the States Holding Consumer Protection Claims Pursuant to Bankruptcy Rule 2019. On May 13, 2022, Ad Hoc Committee Counsel filed a Supplement to the Rule 2019 Statement. By this Notice, the Rule 2019 Statement is amended to reflect that the State of Mississippi has withdrawn as a Member State of the Ad Hoc Committee of States. Ad Hoc Committee Counsel reserves the right to amend or supplement the Rule 2019 Statement as necessary, in accordance with Bankruptcy Rule 2019. Counsel for the Ad Hoc Committee of States can be reached at: Ericka F. Johnson, Esq. Womble Bond Dickinson (US) LLP 1313 N. Market Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 252-4337 E-mail: ericka.johnson@wbd-us.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3r2UEa2 About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. MAVERICK GAMING: S&P Affirms 'B-' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on regional casino and cardroom operator Maverick Gaming LLC. At the same time, S&P affirmed its 'B+' issue-level rating, with a '1' recovery rating, on Maverick's super-priority revolving credit facility and its 'B-' issue- level rating, with a '3' recovery rating, on the company's first-lien term loan. S&P said, "The stable outlook reflects our expectation that Maverick will have adequate liquidity over the next 12 months, and the company will generate modestly positive free operating cash flow in 2022 and 2023. We forecast adjusted leverage in the mid-7x area in 2023 mainly because of revenue and EBITDA growth." Maverick Gaming on September 2 completed the sale and lease-back of five of its cardrooms in Washington. The company expects to close in October on a second sale lease-back transaction involving four of its properties including an additional cardroom in Washington and its three properties in Nevada. The transactions will generate about $157 million in proceeds. Additionally, Maverick has entered into a definitive agreement to purchase four cardrooms in Washington State from Evergreen Gaming Corporation for a total purchase price of about $68 million, which will be funded via an immediate sale lease-back transaction of each of the four properties, cash from Evergreen's balance sheet, and approximately $3.5 million from Maverick. S&P said, "The ratings affirmation reflects our view that proceeds from the proposed sale lease-back transactions will modestly improve its liquidity profile, but S&P Global Ratings-adjusted leverage will remain elevated.Given Maverick's acquisition will necessitate approximately $3.5 million from its balance sheet, the majority of proceeds generated from its sale lease-back transactions of about $157 million will be used to bolster the company's liquidity. Pro forma for the transaction the company will have approximately $160 million of unrestricted cash, compared to $11.9 million reported June 30, 2022. We expect the company will use some of its cash to repay the $33 million outstanding on its $55 million revolving credit facility and will allow for the company to complete its Washington cardroom expansion. Maverick intends to expand its cardroom operations and consolidate some of its cardrooms under three new brands, however portions of the company's expansion project have been delayed due to supply chain constraints and slower than expected permitting processes. We expect the project--when completed--to result in about $5 million-$10 million of incremental EBITDA in 2023. We believe its plan to launch three new brands in the Seattle market could strengthen its brand recognition over the long term and will allow the company to market its cardrooms more effectively to consumers looking for specific games because locations will be dedicated to a single table game. This could increase margins over the long term." The company's E-Gads segment, which builds signage for casino games, has been a drag on working capital and cash flow as Maverick has expanded its client base and built inventory, but that should normalize going forward as the company is better able to deliver product in the second half of the year and in 2023 and because we believe the company will slow its inventory buildout as it adds fewer large clients. S&P said, "We also forecast Maverick will spend about $10 million in 2022 and 2023 in capital expenditure (capex). We believe this level of investment will translate into positive FOCF of $10 million-$20 million this year and incremental EBITDA next year." S&P said, "Although we expect slower organic revenue growth in 2022 than we originally forecasted given the increasing risk of a recession and weak economic conditions, including high inflation, we expect flat to modest EBITDA margin expansion on the targeted cost-saving initiatives Maverick has incorporated. Under our base case assumptions, we expect S&P Global Ratings-adjusted leverage to be elevated above 9.0x in fiscal 2022, pro forma for the transaction. We expect leverage will improve to the mid-7x area in 2023. Adjusted leverage remains elevated despite improvements in EBITDA via its acquired cardrooms and Washington expansion completion because of increases in its lease liabilities, which we treat as debt. Our forecast for 2022 incorporates modest organic revenue growth after recovering to pre-COVID levels in 2021, stable EBITDA margins, and positive free operating cash flow (FOCF). "We expect the acquisition of Evergreen Gaming assets will generate revenue growth and EBITDA expansion within Maverick's Washington cardroom segment to offset a slowing of demand at its Nevada- and Colorado-based properties.While demand has softened at the company's Colorado and Nevada-based properties, we anticipate those revenue declines will be offset by its acquisition of Evergreen Gaming. We forecast Maverick's revenue will increase 10%-15% in 2022 as the company adds four competitor cardrooms in areas of close proximity to many of its existing locations in its key market. Maverick currently holds around 50% of the Washington cardroom market and accounts for more than 50% of the company's adjusted EBITDA. The Evergreen properties are among the state's top performing cardrooms based on data reported to the Washington State Gambling Commission and Evergreen represents one of the last commonly owned bundles of competitor cardrooms in the Washington market, which will help strengthen Maverick's competitive advantage in the state. "The stable outlook reflects our expectation that Maverick will have adequate liquidity for the next 12 month and generate modestly positive free cash flow in 2022 and 2023 on revenue and EBITDA growth despite elevated leverage in the mid- to high-7x area in 2023. "We could revise our outlook to negative or lower the rating if Maverick's liquidity deteriorated and we believed that its capital structure were unsustainable over the long term. This would likely be the result of an economic downturn and a pullback in discretionary spending in one or more of its markets. We could also lower the rating if the company pursued substantial debt-financed acquisitions such that we believed it could not comfortably service its fixed charges with organic cash flow generation. "While an upgrade is unlikely over the next 12 months, we could raise the rating if Maverick reduced leverage to below 6x and sustained EBITDA interest coverage in excess of 2.5x, incorporating our expectation for some leveraging acquisitions. An upgrade scenario would also depend on the company generating positive FOCF following heightened capital spending in 2022." ESG credit indicators: E-2, S-3, G-2 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of Maverick. The company suffered significant declines in visitation, revenue, and EBITDA due to pandemic-related casino closures, as well as capacity and operating restrictions after reopening. Operating performance has recovered like it has for other regional casino operators, and Maverick's properties are generating monthly EBITDA as high as 39% above pre-pandemic levels. But health and safety-related scares and the threat of additional restrictions are an ongoing risk. In addition, Maverick's concentration in the Seattle region makes the company vulnerable to regulatory risks, including potential unfavorable regulatory changes to address social risks or expand commercial gaming, an increase in the tax rate, or the recent introduction of sports betting to tribal casinos in Washington state." MAYAN POOLS: Unsecureds Will Get 50% of Claims in Subchapter V Plan ------------------------------------------------------------------- Mayan Pools & Sports Construction, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization under Subchapter V dated September 19, 2022. The Debtor specializes in commercial and residential swimming pool construction and remodeling, in addition to other outdoor living construction services, and has operated since 2013. The owner and operator of the Debtor is Jeffrey Anderson. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 1 shall consist of the Secured Claim of OnDeck. OnDeck has filed a proof of claim for $132,304.48. To secure its claim, OnDeck asserts a first priority lien upon and security interest in Debtor's Accounts Receivable and other tangible and intangible personal property (the "Class 1 Collateral"). Debtor values OnDeck's secured claim at $56,214.47 (the "Secured Class 1 Claim"). OnDeck's remaining deficiency claim of $76,090.01 will be treated as a Class 5 General Unsecured Claim. OnDeck shall retain its lien on the Class 1 Collateral and the lien shall be valid and fully enforceable to the same validity, extent and priority as existed on the Filing Date ($56,214.47). Debtor shall pay the Secured Class 1 Claim amortized over a 60 month period with interest accruing at an annual rate of 6% from the Effective Date with payment commencing on the 10th of the month following the Effective Date and continuing on the 10th of every subsequent month in the estimated amount of $1,086.78 until the Secured Class 1 Claim is paid. Any payments in excess of the aforementioned monthly payment after the Effective Date shall be applied to the principal balance of the Secured Class 1 Claim. Any payments made prior to the Effective Date and post-petition shall be applied to the principal balance of the Secured Class 1 Claim. Class 1 is impaired. Class 2 shall consist of the Secured Claim of Wells Fargo. Wells Fargo holds a secured claim in the estimated amount of $23,5020.29. To secure its claim, Wells Fargo asserts a security interest in the Debtor's 2019 F-250 XL 4x4 Crew Cab (the "Truck"). Debtor shall pay the Class 2 Claim in accordance with the applicable underlying agreement and non-bankruptcy law. The lien held by Wells Fargo on the Truck shall continue in full force and effect until such time as the lien is paid in full or the property is sold. Class 2 is Unimpaired. Class 3 shall consist of the claim of Mr. Bausk. Mr. Bausk filed an unsecured Proof of Claim in the amount of $36,943.18. Mr. Bausk also filed a judgment lien against Debtor with the Clerk of the Superior Court of Fulton County in Book 5341, Page 163 (the "FiFa"). Pursuant to § 506 of the Bankruptcy Code, no equity exists in Mr. Bausk's purported collateral to which his Claim may attach because the value of that property does not exceed the amounts necessary to pay the senior Secured Claim of OnDeck. Therefore, the secured portion of Mr. Bausk's claim is valued at $0.00 (the "Secured Class 3 Claim") under Section 506 of the Bankruptcy Code, with the entirety of the claim to be treated as unsecured. Accordingly, Mr. Bausk will only be entitled to vote with the Class 5 General Unsecured Claims. Upon confirmation of the Plan, the FiFa shall be determined to be void and unenforceable. Mr. Bausk's claim shall receive the same treatment as General Unsecured Creditors. Class 4 shall consist of the claim of the U.S. Small Business Administration ("SBA"). The SBA holds a claim in the estimated amount of $200,842.47. The SBA asserts a third priority lien on the Debtor's goods and chattels but a second-priority lien on the Debtor's remaining tangible and intangible personal property. Debtor shall pay the Class 4 Claim in accordance with the applicable underlying agreement. Class 5 shall consist of General Unsecured Claims including any potential deficiency claims. This Class will receive a distribution of 50% of their allowed claims. If the Plan is confirmed under 11 U.S.C. § 1191(a), the Debtor shall pay the General Unsecured Creditors $124,751.45 in quarterly installments commencing on the first day of the full quarter immediately following the Effective Date and continuing on the 1st day of each quarter through and including the 20th quarter following the Effective Date. General Unsecured Creditors will receive 20 disbursements of $6,237.59. If the Plan is confirmed under 11 U.S.C. § 1191(b), Class 5 shall be treated the same as if the Plan was confirmed under 11 U.S.C. § 1191(a). Notwithstanding anything else in this document to the contrary, any claim listed above shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor and Debtor's obligations hereunder shall be reduced accordingly. The Claims of the Class 5 Creditors are Impaired by the Plan, and the holders of Class 5 Claims are entitled to vote to accept or reject the Plan. Upon confirmation, Debtor will be charged with administration of the Plan. Debtor will be authorized and empowered to take such actions as are required to effectuate the Plan. Debtor will file all post-confirmation reports required by the United States Trustee's office or by the Subchapter V Trustee. The source of funds for the payments pursuant to the Plan is the Debtor's continued business operations. A full-text copy of the Plan of Reorganization dated September 19, 2022, is available at https://bit.ly/3fhPVPp from PacerMonitor.com at no charge. Attorney for Debtor: William A. Rountree, Esq. Will B. Geer. Esq. Caitlyn Powers, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com wgeer@rlkglaw.com cpowers@rlkglaw.com About Mayan Pools & Sports 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. Judge Barbara Ellis-Monro oversees the case. William A. Rountree, Esq., at Rountree, Leitman Klein & Geer, LLC is the Debtor's counsel. MESQUITE ENERGY: Reaches $2 Mil. Settlement With Sanchez Family --------------------------------------------------------------- James Nani of Bloomberg Law reports that Mesquite Energy Inc. asked a Texas bankruptcy court to approve its settlement with the founding Sanchez family over litigation tied to company control and handling of sale profits. Under the settlement terms, the Sanchez family and their related entities will pay $2 million to Mesquite, an oil driller formerly known as Sanchez Energy. In return, the family and its entities will be released from future liability related to Sanchez Energy’s bankruptcy that largely ended in 2020. The settlement would bring an end to "uncertain and burdensome" prosecution of Mesquite's claims against the Sanchez parties, Mesquite said in a motion Thursday, September 15, 2022. About Mesquite Energy Mesquite Energy, formerly Sanchez Energy Corporation and its affiliates, -- https://sanchezenergycorp.com/ -- are independent exploration and production companies focused on the acquisition and development of U.S. onshore oil and natural gas resources. Sanchez Energy is currently focused on the development of significant resource potential from the Eagle Ford Shale in South Texas, and holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana. As of Dec. 31, 2018, the companies had approximately 325,000 net acres of oil and natural gas properties with proved reserves of approximately 380 million barrels of oil equivalent and interests in approximately 2,400 gross producing wells. Sanchez Energy and 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-34508) on Aug. 11, 2019. As of June 30, 2019, the companies disclosed $2,159,915,332 in assets and $2,854,673,930 in liabilities. The cases were assigned to Judge Marvin Isgur. Sanchez tapped Akin Gump Strauss Hauer & Feld LLP and Jackson Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as financial advisor; Alvarez & Marsal North America LLC as restructuring advisor; and Prime Clerk LLC as notice and claims agent. The Official Committee of Unsecured Creditors tapped Milbank LLP and Locke Lord LLP as its co-counsel. Sanchez Energy Corp. emerged from Chapter 11 bankruptcy protection with a new name: Mesquite Energy Inc., according to a June 30, 2020 press release. The company's financial restructuring eliminated substantially all of its approximately $2.3 billion in debt. MGA MANAGEMENT: Seeks Cash Collateral Access -------------------------------------------- MGAE, Inc. asks the U.S. Bankruptcy Court for the District of Connecticut for authority to use cash collateral on an interim basis and provide adequate protection to its secured creditors. The Debtor anticipates it will require approximately $36,046 of cash collateral for the 31-day period from October 1 through 31, 2022. The Debtor is obligated under a promissory note to Security Plus Federal Credit Union dated November 5, 2019, in the amount of $1,600,000. The Debtor says Security Plus possesses valid duly perfected security interest in, inter alia, the rents generated from the Debtor's real property, and all funds received by the Debtor constitute cash collateral within the purview of Section 363 of the Bankruptcy Code. As adequate protection, the Debtor proposes to grant Security Plus replacement liens on all accounts receivable generated by the business after the bankruptcy filing. The Debtor's access to cash collateral will cease on (i) the filing of a challenge to Security Plus' pre-petition lien or the lender's pre-petition claim based on the lender's pre-petition claim; (ii) entry of an order granting relief from the automatic stay other than an order granting relief from the stay with respect to material assets; (iii) the grant of a change of venue with respect to the case or any adversary proceeding; (iv) management changes or the departure, from the Debtor, of any identified employees; (v) the expiration of a specified time for filing a plan; or (vi) the making of a motion by a party in interest seeking any relief (as distinct from an order granting such relief). A hearing on the Debtor's request is set September 27, 2022, at 12:00 p.m. in Hartford. A copy of the motion is available at https://bit.ly/3d7r93S from PacerMonitor.com. About MGA Management MGA Management, LLC, is the fee simple owner of residential apartment buildings in Hartford, Connecticut, having a current value of $3 million. MGA Management filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-20315) on May 9, 2022. In the petition signed by Michael Ancona, member, the Debtor listed $3,041,461 in total assets and $1,452,000 in total liabilities. Judge James J. Tancredi oversees the case. Joseph J. D'Agostino, Jr., Esq., serves as the Debtor's counsel. MICROSTRATEGY INC: Buys $6 Million Worth of Bitcoins ---------------------------------------------------- MicroStrategy Incorporated announced that, during the period between Aug. 2 and Sept. 19, 2022, it acquired approximately 301 bitcoins for approximately $6.0 million in cash, at an average price of approximately $19,851 per bitcoin, inclusive of fees and expenses. MicroStrategy purchased the bitcoins using excess cash. As of Sept. 19, 2022, MicroStrategy, together with its subsidiaries, held an aggregate of approximately 130,000 bitcoins, which were acquired at an aggregate purchase price of approximately $3.98 billion and an average purchase price of approximately $30,639 per bitcoin, inclusive of fees and expenses. About MicroStrategy Microstrategy Incorporated is an enterprise analytics software and services company. Since its founding in 1989, MicroStrategy has been focused on empowering organizations to leverage the immense value of their data. MicroStrategy pursues two corporate strategies in the operation of its business. One strategy is to acquire and hold bitcoin and the other strategy is to grow its enterprise analytics software business. MicroStrategy reported a net loss of $535.48 million for the year ended Dec. 31, 2021, and a net loss of $7.52 million for the year ended Dec. 31, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $445.50 million. As of June 30, 2022, the Company had $2.57 billion in total assets, $2.76 billion in total liabilities, and a total stockholders' deficit of $187.07 million. * * * As reported by the TCR on June 15, 2021, S&P Global Ratings assigned its 'CCC+' issuer credit rating to Tysons Corner, Va.-based MicroStrategy Inc. S&P said, "The stable outlook reflects our expectation that MicroStrategy's operating results will remain consistent over the next 12 given its good recurring revenue base and the low interest expense on its convertible debt, which will allow it to maintain good EBITDA interest coverage and generate positive free operating cash flow. We expect these factors to enable the company to sustain its capital structure over the subsequent 12 months." NCR CORP: Egan-Jones Hikes Senior Unsecured Ratings to B- --------------------------------------------------------- Egan-Jones Ratings Company, on August 29, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by NCR Corporation. to B- from CCC+. EJR also retained its 'B' rating on commercial paper issued by the Company. Headquartered in Atlanta, Georgia, NCR Corporation provides transaction management systems. NELNET INC: S&P Downgrades LT ICR to 'BB+', Outlook Stable ---------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Nelnet Inc. to 'BB+' from 'BBB-'. The outlook is stable. The one-notch downgrade reflects S&P revised assessment of the company's overall business position. It expects the announced and potential further student loan forgiveness, as well as the potential loss of DOE servicing revenue, to lead to a decline in Nelnet's scale, market position, and operating performance. On Aug. 24, the Biden administration announced its plan to provide federal student loan debt relief to U.S. student loan borrowers. The plan would cancel up to $10,000 in student loan debt for individuals who earn less than $125,000 per year or are in households earning less than $250,000 per year. Individuals could receive up to $20,000 of relief if they received Pell Grants as low-income students. The forgiveness plan does not apply directly to most FFELP loans. However, S&P expects a portion of FFELP borrowers to refinance into federal loans to take advantage of forgiveness. (FFELP loans purchased by the government during the COVID-19 pandemic are also eligible for forgiveness). The new plan could hit Nelnet's Asset Generation and Management (AGM) segment the hardest because the forgiven loans would lead to a temporary, but significant, increase in prepayment speeds, leading to lower net interest income and operating income. For the six months ended June 30, 2022, Nelnet's AGM segment generated operating income of $99.3 million and had a $15.9 billion loan portfolio, consisting primarily of federally insured loans. The company has estimated, excluding the impact of the forgiveness plan, that its FFELP portfolio financed in asset-backed securitizations should generate approximately $1.72 billion in net cash flow as it runs off over the next 20 years. However, if prepayments were to be 2x-10x the amount currently assumed, the company estimates that cash flow would decline by $130 million to $580 million. Prepayment rates are affected by borrower default rates, the level of consolidation or refinance activity, and utilization of debt management options such as income-based repayments, deferments, and forbearance. In addition, Nelnet is awaiting the result of the DOE's NextGen servicing procurement decision, which will determine which companies will service the federal student loans held on the government's balance sheet. It is difficult to predict the outcome of that decision. However, in S&P's base case, it expects the company to maintain at least a meaningful role as a servicer of federal student loans even if its business contracts. Servicing for the DOE made up 27% of Nelnet's revenue for the six months ended June 2022, and the loss of a significant portion of this business would lead to deterioration of its operating performance. As of June 30, 2022, Nelnet's loan servicing volume was $589 billion, of which $542 billion was from the government and would be directly affected by the DOE's decision. A decision by the DOE is expected by the end of 2022 but may be delayed into 2023. The DOE has extended its servicing contract with Nelnet and its subsidiaries, currently until Dec. 14, 2023. For the rolling 12 months ended June 30, 2022, Nelnet's leverage, measured as net debt to adjusted EBITDA, was 1.8x. S&P measures of gross debt includes the $393.5 million participation agreement Nelnet uses to fund some FFELP loans, $588.5 million in bank deposits, and $15.9 million in operating leases, netted by $128.5 million in unrestricted cash on the balance sheet. However, S&P expects the company's leverage to decline below 1.5x as increased prepayments from FFELP loans will likely lead to a paydown on its participation agreement. Also, a portion of Nelnet's restricted cash will be released with repayment of FFELP loans, allowing the company to invest this cash in earning assets and reduce outstanding borrowings, perhaps providing some offset to the loss in revenue. The company has been trying to address its revenue diversity by growing the underwriting of private student loans at Nelnet Bank. However, the portfolio remains fairly small and has not yet been a large driver of earnings. As of June 30, 2022, Nelnet Bank had a $423.6 million loan portfolio, consisting of $346.1 million of private education loans and $77.4 million of FFELP loans, compared with $257.9 million and $169.9 million, respectively, at year-end 2021. S&P said, "We expect the company to maintain adequate liquidity. As of June 30, 2022, Nelnet had $128.5 million of cash on the balance sheet and had $495 million available on an unsecured line of credit due September 2026. "The stable outlook over the next 12 months reflects our expectations for leverage below 1.5x (on a three-year average weighted basis) and for Nelnet to retain at least a meaningful role as a servicer of federal student loans, despite regulatory and macroeconomic headwinds. We also expect the company to look for new revenue opportunities and maintain adequate liquidity. "We could lower the ratings over the next 12 months if Nelnet loses a very large portion of the DOE NextGen servicing contract, if we expect leverage to rise above 2.0x on a sustained basis, or if the company's market position erodes significantly due to increased competition." S&P believes an upgrade is unlikely over the next 12 months. NEW JERSEY CITY UNIVERSITY: Moody's Lowers Issuer Rating to Ba2 --------------------------------------------------------------- Moody's Investors Service has downgraded New Jersey City University's (NJ) issuer and revenue bond ratings to Ba2 from Ba1. The bonds were issued through the New Jersey Educational Facilities Authority (NJEFA). Total outstanding debt for fiscal 2021 was $148 million. The outlook has been revised to negative from ratings under review. This concludes Moody's review of the rating that began on July 15, 2022. RATINGS RATIONALE The downgrade of the issuer rating reflects New Jersey City University's (NJCU) current and forecasted material structural financial imbalance, which has prospects to deplete unrestricted liquidity over the course of fiscal 2023 absent offsetting fiscal measures. Preliminary unaudited information for fiscal 2022 shows a significant operating deficit driving a reduction in liquidity to under 30 days cash on hand. Management has declared a financial emergency and is taking steps under its fiscal 2023 budget to adjust expenses. Returning to financial stability in the near term will prove difficult given the magnitude of the projected deficit, forecasted continued enrollment declines, an inflationary environment, and labor constraints. The university is focused on garnering additional state and other external support; the negative outlook reflects that the outcome of these efforts is still highly uncertain. Without a liquidity infusion in a timely manner, the university's credit quality is likely to deteriorate further. Governance considerations are a key driver of this rating action. Aggressive financial strategy and poor risk management have contributed to the fiscal crisis confronting the university. With the very recent executive leadership turnover, as well as changes in other key administrative positions, the current management team has not yet had time to establish a track record of fully addressing the university's significant financial challenges or implementing improved risk management practices. However, current leadership is keenly focused on rightsizing operations to align with macroeconomic demographics over the long term, demonstrated by the recent implementation of heightened conservative and transparent budget practices. The Ba2 rating is currently supported by the university's role as a public university and Hispanic Serving Institution (HSI) for the state of New Jersey (A2 stable), serving an important access role for a diverse undergraduate and graduate student population. With its mission and position as the sole public university for Hudson County, Moody's expect the state will likely take action to ensure the viability of the university, although the magnitude, timing, and form of such action is speculative and uncertain. The Ba2 revenue bond ratings incorporate the university's issuer level credit characteristics and general obligation to pay, with a first lien pledge on tuition and fee revenue. RATING OUTLOOK The negative outlook reflects the severity of further cashflow and liquidity losses for fiscal 2023 in the absence of significant expense reductions and external financial support. There is also increased risk of a days cash on hand breach of a covenant that commences on June 30, 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Material and sustained improvement in operating performance, which mostly likely could occur though some combination of budgetary reductions, increased student generated revenue, and enhanced state support -- Significant increase in liquidity, with more than sufficient headroom for financial covenant -- Improved brand and strategic positioning reflected in stronger enrollment patterns and revenue growth -- Over time, deleveraging for a more sustainable debt profile FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Lack of sufficient and timely additional external support, including from the state -- Inability to quickly implement financial restructuring leading to improved financial performance -- Further decline in available reserves; breach of financial covenants LEGAL SECURITY The revenue bonds are general unsecured obligations of NJCU. Concurrent with the issuance of the Series 2021A and 2021B bonds, pledges were changed on the new and parity bonds to include a first lien pledge on tuition and fee revenue. In addition, two covenants were added: (1) a covenant requiring the university to set tuition at a price sufficient to cover operating costs and debt service; (2) a liquidity covenant that requires the university to maintain 35 days cash on hand (as defined by the Lease Agreement) commencing as of June 30, 2023. Further, there is a debt service reserve fund on the Series 2021 bonds that must be maintained at the maximum annual debt service provided, however, the amount shall not exceed the lesser of (i) ten percent (10%) of the original principal amount of the bonds or (ii) 125% of the average annual debt service requirement on the bonds. The Series 2007F, 2010G, 2015A and 2016D bonds do not have debt service reserve funds. Should days cash on hand fall below 35 days, NJCU is required to retain a consultant to make recommendations to bring the university into covenant compliance. Events of default under the Master Trust Indenture include nonpayment of debt service when due. EODs under the Lease Agreement with NJEFA include failure to pay lease payments when due; incorrect material representations; failure to observe required covenants unless all reasonable actions are taken to remedy the breach; and an event of default under the indenture. PROFILE New Jersey City University is a four-year, undergraduate and graduate public university with several sites in Jersey City, NJ in close proximity to New York City. The university enrolls around 5,900 students, over 80% of whom are undergraduates, with operating revenue of approximately $162 million in fiscal 2021. METHODOLOGY The principal methodology used in these ratings was Higher Education Methodology published in August 2021. NEW TROJAN: S&P Downgrades ICR to 'B-', Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based medical and school uniform provider New Trojan Parent Inc. (doing business as Careismatic Brands) to 'B-' from 'B'. S&P also lowered its ratings on the company's first- and second-lien debt to 'B-' and 'CCC', respectively, from 'B' and 'CCC+'. The recovery ratings remain '3' and '6', respectively. The negative outlook reflects the potential for another downgrade over the next 12 months if New Trojan's financial commitments appear unsustainable or if liquidity tightens further, including if S&P forecasts a potential breach of its first-lien net leverage financial covenant or if EBITDA interest coverage is sustained close to 1.5x. The recalibration away from elevated pandemic demand and high costs have damaged New Trojan's credit ratios and cash flow. S&P said, "Multiple headwinds have caused New Trojan's financial performance to weaken well below our prior expectations. We estimate the company's organic sales in the first half of 2022 fell by a mid-single digit percentage rate, reflecting consumer spending behavior shifting back to pre-pandemic habits, retailer destocking amid high inventories across the store and a general consumer pullback, and intense competition." In addition, many of New Trojan's most significant non-product costs are up about 30%, including distribution, selling, digital marketing, and corporate. Legal expenses have also increased materially in relation to ongoing litigation against rival FIGS Inc. S&P said, "We estimate New Trojan's pro forma S&P Global Ratings-adjusted organic EBITDA was down by more than 35% in the first half of 2022. In addition, New Trojan significantly increased net working capital, including inventories, given the tough global supply-chain conditions and a billing dispute with its largest customer. Borrowings under the $100 million revolving credit facility increased to $80 million as of June 25, 2022. We assume the large net working capital increase (representing an approximately $70 million net investment in the first half) will partially reverse in the second half of 2022 (a $50 million inflow, leading to a $20 million net working-capital increase in 2022) due to lower anticipated inventories and resolution of most the customer billing dispute. In addition, we assume that once the general retailer inventory overhang is worked through, demand will become more predictable by 2023, and supply-chain conditions will continue to improve after large disruptions last year. Nevertheless, we expect profit headwinds will lead to adjusted leverage reaching 13x at year-end 2022 before improving to 9x in 2023. However, we have little visibility into the costs associated with revamping the supply chain." The company's plan to make its supply chain more agile is appropriate, but there is execution risk given the unpredictable macroeconomic environment. New Trojan has a long, outsourced supply chain that includes fabric sourcing (primarily out of China) followed by sewing operations (primarily in other emerging market countries). S&P said, "We believe--particularly in view of recent global supply-chain disruptions and macroeconomic uncertainty--that effective planning has become more difficult, considering that orders need to be placed well in advance of receipt in the U.S. In addition, we believe the company intends to continue consolidation and integration efforts, particularly in light of the handful of acquisitions made since 2018." These actions, presumably initiated by new management with approval by the board of directors, could lead to better working-capital management (which has weighed on cash-flow conversion for many years), profitability, and risk mitigation. Nevertheless, effective execution with minimal disruption is important to maintaining the rating. New Trojan's litigation against a high growth rival illustrates the intense industry competition and the company's ongoing push to the higher-margin direct-to-consumer (DTC) channel. S&P believes it is probable that New Trojan has lost market share over the last six to 12 months given its moderately lower sales than high-growth, publicly traded, DTC-focused FIGS, which grew over 20% in the first half of 2022. FIGS also disclosed that its annual net revenues grew to $419.6 million from $17.6 million between 2017-2021, a compound annual growth rate of over 120%. Subsidiary Strategic Partners Inc. (now known as Careismatic Brands Inc.) filed a suit against FIGS in 2019, alleging its rival made misleading marketing claims, including that its scrubs will help keep health care workers safer by killing bacteria and infections. The company is seeking an injunction requiring FIGS to publicly renounce some marketing claims. As New Trojan spends money on litigation, we believe it's also looking to increase its online and DTC presence, which could present channel conflicts in the future. The negative outlook reflects the potential for another downgrade over the next 12 months if New Trojan's financial commitments appear unsustainable or if liquidity tightens further, including if we forecast a potential default on its first-lien net leverage financial covenant or if EBITDA interest coverage is sustained close to 1.5x. This could occur if the company: -- Experiences operating inefficiencies in its quest to simplify its supply chain and make it more agile, which could be difficult amidst current unpredictable macroeconomic conditions; -- Loses business with its top customer following what S&P believes is now a largely resolved billing dispute; or -- Cedes market share to existing or higher-growth rivals. S&P could revise the outlook to stable if the company is able to improve EBITDA interest coverage to about 2x, generate positive FOCF, and achieve S&P Global Ratings-adjusted leverage approaching 9x. This could happen if: -- Retailer ordering patterns return to healthy, more predictable levels; -- New Trojan's relationship with its largest customer remains on satisfactory terms; -- The company's efforts to improve its supply chain are successfully implemented with minimal disruption. ESG credit indicators: E-2, S-2, G-3 NEWELL BRANDS: Egan-Jones Retains BB- Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2022, retained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Newell Brands, Inc. Headquartered in Atlanta, Georgia, Newell Brands, Inc. retails consumer products. NORTHWEST SENIOR: Committee Opposes Landlord's Bid for Dismissal ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Northwest Senior Housing Corporation, et al., filed an objection to Intercity Investment Properties, Inc.'s motion to dismiss the Chapter 11 cases under 11 U.S.C. Section 1112(b). The Committee points out that the Landlord cannot establish "cause" at this point in these Chapter 11 Cases for dismissal. In characterizing the current Plan as "unconfirmable" with terms that are "illegal", the Motion to Dismiss essentially mirrors pleadings filed, and arguments made, in the litigation between the Debtors and the Landlord. Notably, since the Motion to Dismiss was filed, the Court issued its Order Granting in Part and Denying in Part the Defendants' Motion to Dismiss the Complaint for Failure to State a Claim that rejected many of those same arguments, mainly that the relief the Debtors seek through the litigation (and upon which the Plan is based) is impossible and/or illegal, and they cannot attain that which they seek. There, the Court ruled that the litigation should continue, as the Debtors have stated plausible claims for relief. For the time being, these Chapter 11 Cases should continue, as well, to allow the Debtors to pursue those claims, the Committee avers. The Committee further points out that even accepting as true the Landlord's contentions regarding the current Plan, the Motion to Dismiss fails to recognize the possibility of a different Plan that may be proposed somewhere down the line that could successfully reorganize the Debtors. The Committee is actively engaged with stakeholders in contingency planning for potential alternate restructuring scenarios that may only be possible in bankruptcy, and the bankruptcy process is designed to allow such contingencies to be formulated and pursued. The Landlord's "one strike and you're out" premise is nonsensical. The Committee asserts that the Landlord cannot demonstrate that dismissal -- and a return to the prepetition status quo as between the Debtors and the Landlord -- is in the best interests of the estate. As the Court and the parties are well aware, the Debtors operate a continuing-care retirement community home to more than 350 current residents, and their safety and continued care should be the highest priority of every party involved in these Chapter 11 cases. Dismissing these Chapter 11 cases does nothing to assist the Debtors in reorganizing and remaining viable for the benefit of those residents and their community they call home and is not in the best interests of the Debtors or their estates. It does, however, make a "Successful Outcome" less likely, which is why the Motion to Dismiss was really filed in the first place. Counsel for the Official Committee of Unsecured Creditors: Stephen A. McCartin, Esq. Thomas C. Scannell, Esq. Mark C. Moore, Esq. FOLEY & LARDNER LLP 2021 McKinney Avenue, Ste. 1600 Dallas, TX 75201 Telephone: (214) 999-3000 Facsimile: (214) 999-4667 E-mail: smccartin@foley.com tscannell@foley.com mmoore@foley.com About Northwest Senior Housing Corp. Northwest Senior Housing Corporation, doing business as Edgemere, is a Texas non-profit corporation and is exempt from federal income taxation as a charitable organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Northwest Senior Housing Corporation was formed for the purpose of developing, owning and operating a senior living community now known as Edgemere. Northwest Senior Housing Corporation and its affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 22-30659) on April 14, 2022. The petitions were signed by Nick Harshfield, treasurer. At the time of the filing, Northwest Senior Housing listed $100 million to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal counsel and business advisor, respectively. Kurtzman Carson Consultants, LLC is the Debtors' notice, claims and balloting agent and administrative advisor. The official committee of unsecured creditors tapped Foley & Lardner, LLP as legal counsel, and Ankura Consulting Group, LLC, as financial advisor. The Debtors filed their proposed Chapter 11 plan of reorganization and disclosure statement on August 3, 2022. NRP LEASE: Court Approves Disclosure Statement ---------------------------------------------- Judge Jerry A. Funk has entered an order approving the Disclosure Statement explaining the Plan of NRP Lease Holdings, LLC, et al. A hearing will be held on Nov. 9, 2022, at 1:30 p.m., to consider confirmation of the Plan. The hearing will be held before the Honorable Jerry A. Funk, United States Bankruptcy Judge, in Courtroom 4D, 4th Floor, Bryan Simpson United States Courthouse, 300, North Hogan Street, Jacksonville, Florida 32202. The deadline for filing objections to the Plan will be Nov. 2, 2022. The deadline by which all ballots cast to accept or reject the Plan must be received by the Clerk's office is Oct. 26, 2022. Pursuant to Local Rule 3071-1, applications for administrative expenses are required to be filed on or before the latter of (i) 14 days prior to the Confirmation Hearing, or (ii) 30 days after the occurrence of the last event giving rise to the Claim. A deadline of 30 days after the Effective Date is thus established for filing Professional Fee Claims. About NRP Lease Holdings NRP Holdings, LLC, is a leader in the regional family entertainment center business. Through its operating subsidiaries, NRP Holdings manages eleven parks in Florida, North Carolina, New York, Kansas, Ohio, Texas and Missouri. While the attractions vary by park venue, they typically include miniature golf, laser tag, arcade games, batting cages, go-carts, bumper boats, roller coasters, snack bars and waterslides. NRP Lease Holdings and its affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-04607) on Dec. 5, 2019. The petition was signed by Henry P. Woodburn III, manager. At the time of filing, NRP Lease and Adventure Holdings each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Richard R. Thames, Esq. at THAMES MARKEY & HEEKIN, P.A., is serving as counsel to the Debtors. PAYROLL MANAGEMENT: Creditors to Get Proceeds from Liquidation -------------------------------------------------------------- Payroll Management, Inc., filed with the U.S. bankruptcy Court for the Northern District of Florida a Disclosure Statement in support of Chapter 11 Plan dated September 19, 2022. PMI operated as a PEO (Professional Employer Organization) to employ individuals who worked for various companies, leasing the employees to the companies. DC Mickle-Bee, purchased the company, as a stock purchase, in 2010. The Debtor entered into negotiations with Sunz Insurance to take over its workers compensation insurance responsibilities, but a dispute arose between the parties regarding the extent and implementation of coverage resulting in a delay in resolving the workers compensation issues, which caused yet further cash flow losses to PMI ultimately creating a financial crisis that came to a head in 2017. In October 2017, the majority of the assets of the Debtor were sold to Vensure Employer Services, Inc. in an asset purchase agreement, the substantial compensation for which was the agreement by Vensure to pay several million dollars to the IRS toward payment of PMI's tax liabilities. Following the asset sale to Vensure, PMI filed the instant bankruptcy case with the goal of liquidating its remaining assets in an orderly manner for the benefit of its creditors, which assets included the BP Claim, the Debtor's remaining real estate, the potential recovery of insurance deposits, and other assets in an orderly manner for the benefit of its creditors. Following the filing of the Petition, the Debtor sold its real property located at 49 Laurie Drive, Fort Walton Beach, Florida (the "Real Property Sale"), for a purchase price of $128,000.00, which sale was approved by the Court on June 27, 2018, free and clear of all liens, with liens to attach to proceeds. The Debtor and the IRS (the primary lien holder as to the proceeds) agreed as to the use of certain cash collateral proceeds of the Real Property Sale. The Debtor's Plan is a liquidating Plan. The term of the Plan shall be 5 years or whenever the Debtor's liquidated assets are fully distributed, whichever occurs sooner. Pursuant to the plan, there are 6 classes of secured creditors, two of which were paid pursuant to Court Order entered during the administration of the case, and 1 class of general unsecured creditors. Class 7 consists of Claims of General Unsecured Creditors. The General Unsecured Creditors Class shall receive payments as set forth in Article IV.B of the Plan with funding provided as described in Article VII of the Plan. No Class 7 unsecured Claim shall be allowed to the extent that it is for interest or other similar charges other than as otherwise specifically and expressly provided. Class 7 is Impaired. Payments to creditors shall be made from cash on hand and from liquidation of the Debtor's remaining assets. Unless otherwise provided in the Plan or indicated in Article III of the Plan, funds paid into the Creditors Fund by the Debtor, shall be used to pay the following claims in the priority indicated: * Claims entitled to priority under Bankruptcy Code § 507 shall be paid in accordance with Bankruptcy Code § 1129(a)(9), as set forth in Article II of the Plan. * Claims entitled to priority under Bankruptcy Code §§ 507(a)(2) and (a)(3) shall be paid under the Plan as set forth in Article II of the Plan. * After payment of the foregoing claims, sums paid into the Creditors Fund by the Debtor, shall be paid, on a pro-rata basis, to allowed general unsecured claims. The Debtor shall fund the Creditors Fund from cash on hand that is not subject to creditor liens, from recovery of assets (less expenses of recovery) that are not subject to creditors liens, and from funds carved out by agreement with secured creditors. The Debtor shall have the discretion to make such payments into the Creditors Fund on intervals as determined by the Debtor so long as the total amount of all nonliened funds and assets of the Debtor are fully paid into the Creditors Fund by the conclusion of the five year term of the Plan. The Debtor may choose to pay all of its nonliened funds and assets into the Creditors Fund by a date earlier than the expiration of the five year term of the Plan, and thereby complete its treatment of the unsecured class at an earlier date. The Plan provides for the liquidation of the Debtor's assets and distribution to Administrative Expense, Secured, Priority, and General Unsecured Creditors as set forth in the Plan. In the view of the Plan Proponent, such distributions would exceed what would be expected in the event of a Chapter 7 liquidation. A full-text copy of the Disclosure Statement dated September 19, 2022, is available at https://bit.ly/3C58OxT from PacerMonitor.com at no charge. Counsel for the Debtor: Natasha Z Revell, Esq. Zalkin Revell, PLLC 2078 US Highway 98W, Suite 105A, #110 Santa Rosa Beach, FL 32459 Phone: (850) 267-2111 (Tel) Email: nrevell@zalkinrevell.com About Payroll Management Payroll Management, Inc., provides human resource solutions to businesses that choose to outsource those functions. It offers human resource support, payroll, administration, workers' compensation, recruiting and training, safety training, and miscellaneous services. Payroll Management was founded in 1986 and is based in Fort Walton Beach, Fla. Payroll Management filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-30298) on March 27, 2018, listing up to $500,000 in assets and up to $50 million in liabilities. D.C. Mickle-Bee, chief executive officer, signed the petition. Judge Jerry C. Oldshue Jr. presides over the case. Natasha Revell, Esq., at Zalkin Revell, PLLC, serves as the Debtor's bankruptcy counsel. PBF ENERGY: Egan-Jones Upgrades Senior Unsecured Ratings to B- -------------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by PBF Energy Inc. to B- from CCC+. EJR also retained its 'B' rating on commercial paper issued by the Company. Headquartered in Parsippany-Troy Hills, New Jersey, PBF Energy Inc. operates as an independent petroleum refiner and supplier. PELCO STRUCTURAL: Files Amendment to Disclosure Statement --------------------------------------------------------- Pelco Structural, LLC, submitted an Amended Disclosure Statement for the Chapter 11 Plan of Reorganization dated September 19, 2022. The Debtor's business and ability to operate profitably was strangled by a confluence of events. Namely, the Debtor is involved in ongoing litigation with its former president wherein the Debtor alleges, inter alia, that over a 10-year period, the former president stole and embezzled millions of dollars from the Debtor. The Debtor contends that from January 1, 2010, the former president stole, embezzled, defrauded, and/or made unauthorized secretive payments to himself, or to others for his personal benefit, totaling at least $7,473,090.73, and that the actual damages could exceed $10,000,000.00 upon additional discovery. In that same action, the Debtor has also asserted claims against Don Eagleton, who was employed by the Debtor as Controller. Therein, the Debtor alleges that Eagleton was aware of, assisted with, and conspired with the former president to perpetuate and continue the theft, embezzlement, fraud, and constructive fraud. The damages against Eagleton mirror those sought against Albert. While the Debtor is hopeful that it will obtain summary disposition of its claims, to the extent the matter is forced to go to trial, the costs for the litigation and additional discovery are likely to be in excess of $100,000.00. The Estate may hold causes of action against various persons and entities. These include the litigation against the Debtor's former president and controller, Phillip B. Albert v. Pelco Structural, LLC, et al., CJ-2019-439 (District Court for Rogers County, Oklahoma). At this time, the Debtor is not aware of any other specific prepetition causes of action. However, the Debtor has various outstanding accounts receivable that could result in litigation, to the extent they are not timely paid. The Plan proposes to pay all Allowed Administrative Expense Claims, other than Professional Fee Claims, in full on the later of (i) the Effective Date or (ii) sixty (60) days after the date such Administrative Expense Claim becomes Allowed, unless otherwise agreed by the parties. Professional Fee Claims will be paid in full 60 days after the date upon which the order relating to any such final application for said Professional Fee Claims becomes a Final Order, unless otherwise agreed by the parties. Like in the prior iteration of the Plan, Class 5 Unsecured Claims shall receive payment in Cash of its Pro Rata Share of $250,000.00 within 60 days of the later of (i) the Effective Date or (ii) the date such Class 5 Claim is Allowed; and receipt of its Pro Rata Share of 10% of the Albert Litigation Net Recovery paid within 120 days after the receipt of such funds by the Reorganized Debtor. The allowed unsecured claims total $18,277,325.10. This Class will receive a distribution of 1.37% to 6.57% of their allowed claims. Class 6 consists of Interests in the Debtor. On the Effective Date, the Interests will be cancelled without further notice to, approval of, or action by any entity, and each Holder of an Interest shall not receive any distribution or retain any property on account of such Interest. The Debtor's Cash on hand as of the Effective Date and proceeds generated from ongoing operations shall be used as the primary source to (i) fund the payment of expenses and other costs of operation; and (ii) fund distributions and other payments required under the Plan. The Debtor's management team consists of Stephen Parduhn as President and Chief Executive Officer and Jeffrey Parduhn as Controller. Stephen Parduhn and Jeffrey Parduhn will continue to serve in those roles for the Reorganized Debtor. Stephen Parduhn and Jeffrey Parduhn are insiders, with interests in the Debtor's sole member, Pelco Industries. The Debtor does not anticipate Stephen Parduhn or Jeffrey Parduhn receiving any salary from the Reorganized Debtor for their management services, and such individuals have not historically received any salary for their past management services. Given the familiarity of the Debtor's management team with the Debtor's operations, and that the management team is willing to continue in such role without receiving any salary, the Debtor contends that the continuation of management is in the best interests of all parties in interest and consistent with public policy. A full-text copy of the Amended Disclosure Statement dated September 19, 2022, is available at https://bit.ly/3DQtI5e from PacerMonitor.com at no charge. Attorneys for the Debtor: Clayton D. Ketter, Esq. Jason M. Kreth, Esq. Phillips Murrah P.C. Corporate Tower, 13th Floor 101 North Robinson Avenue Oklahoma City, OK 73102 Telephone: (405) 235-4100 Facsimile: (405) 235-4133 Email: cdketter@phillipsmurrah.com jmkreth@phillipsmurrah.com About Pelco Structural LLC Pelco Structural LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 21-11926) on July 16, 2021. In the petition signed by Stephen P. Parduhn, president and CEO, the Debtor disclosed up to $50 million in both assets and liabilities. Clayton D. Ketter, Esq., at Phillips Murrah P.C., is the Debtor's counsel. Pelco Industries, Inc., as lender, is represented by Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, P.C. Exelon Business Services Company, LLC, as lender, is represented by Kiran A. Phansalkar, Esq. at Conner & Winters, LLP; and Charles S. Stahl, Jr., Esq., and Joseph P. Kincaid, Esq., at Swanson, Martin & Bell, LLP. PEOPLE SPEAK: Unsecureds Owed $2M to Get 20%-25% of Claims ---------------------------------------------------------- People Speak, LLC, submitted a Plan and a Disclosure Statement. Under the Plan, Class 6 General Unsecured Claims total $2,215,699. Each Holder of an Allowed General Unsecured Claim shall receive a pro rata share of the net proceeds from the sale or liquidation of the Remaining Assets, after payment of the following Claims, to the extent allowed: Administrative Claims, Priority Tax Claims, Other Priority Claims, the Loan Partners Secured Claim, Other Secured Claims, and the LaGraize Allowed Secured Claim, including a pro rata share of any recoveries obtained from Chapter 5 Claims and any other retained Causes of Action. Creditors have asserted eight General Unsecured Claims with an aggregate stated value of $2,225,647, exclusive of any portions of the Other Secured Claims that are not secured. Unless otherwise provided in the Plan, the Debtor reserves all rights to object to all claims, including the General Unsecured Claims and to seek allowance or disallowance of same. Based upon the projections, the Debtor anticipates that holders of allowed general unsecured claims are likely to receive approximately 20% to 25% of the face value of their allowed claims. The exact date of the first distribution to holders of allowed general unsecured claims is contingent upon the timing of the Plan confirmation hearing, the entry of the Confirmation Order, the occurrence of the Effective Date, and the sales of the Remaining Assets. However, as of the filing of this Disclosure Statement, the Debtor anticipates that the Initial Distribution Date will occur no later than May 31, 2023. Class 6 is impaired. The Debtor intends to fund substantially all distributions under the Plan through proceeds from the sale of the Blue Lagoon. As set forth in the Plan, the Debtor intends to have Gilmore Auction auction the Blue Lagoon in preparation for a sale to be effected at the Confirmation Hearing. The Remaining Assets other than the Blue Lagoon consist primarily of the Debtor's FF&E, which may secure Other Secured Claims. The FF&E has not been appraised, but the Debtor believes such property is worth no more than $40,000. Under the Plan, the Debtor intends to sell the FF&E via private sale or auction as a single package, or in two sets corresponding to the FF&E located at each Rental Property, and distribute sale proceeds to the Holders of Allowed Other Secured Claims, according to the priority of the Other Secured Claims asserted against the FF&E. Otherwise, the Debtor will surrender the FF&E to those parties or abandon the FF&E. The Debtor does not expect that sale proceeds for the FF&E will exceed the face value of Allowed Other Secured Claims. Counsel for the Debtor: Stewart F. Peck, Esq. Christopher T. Caplinger, Esq. James W. Thurman, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Facsimile: (504) 310-9195 A copy of the Disclosure Statement dated September 14, 2022, is available at https://bit.ly/3xxOTVL from PacerMonitor.com. About People Speak People Speak, LLC, a privately held company that operates in the traveler accommodation industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 21-10315) on March 11, 2021. Rachele Riley, owner, and member signed the petition. The Debtor disclosed $1 million to $10 million in both assets and liabilities in the petition. Judge Meredith S. Grabill oversees the case. Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, led by Stewart F. Peck, Esq., serves as the Debtor's counsel. PG&E CORP: Egan-Jones Retains BB- Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2022, retained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by PG&E Corporation. EJR also retained its 'B' rating on commercial paper issued by the Company. Headquartered in San Francisco, California, PG&E Corporation is a holding company that holds interests in energy-based businesses. PIER 1: Egan-Jones Lowers Senior Unsecured Ratings to BB- --------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Pier 1 Imports, Inc. to BB- from B+. Headquartered in Fort Worth, Texas, Pier 1 Imports, Inc. is an importer decorative home furnishings and gifts. PILATES AND YOGA: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized Pilates and Yoga Center, LLC to use cash collateral on an interim basis in accordance with the budget. First Citizens Bank & Trust has a valid first position blanket lien that is properly perfected and enforceable against all of Debtor's personal property securing aggregate indebtedness. First Citizens holds a security interest in all of the Debtor's assets including all accounts, receivables, future, fixtures, equipment, etc. As adequate protection for the aggregate diminution of the cash collateral resulting from the Debtor's use thereof, First Citizens will have, nunc pro tunc as of the commencement of these Chapter 11 cases, a replacement lien pursuant to 11 U.S.C. section 361(2) on and in all property of the Debtor acquired or generated after the Petition Date, but solely to the same extent and priority, and of the same kind and nature, as the property of the Debtor securing the prepetition obligations to First Citizens under the Pre-Petition Loan Documents. In the event that diminution occurs in the value of cash collateral from, First Citizens will be granted an administrative claim under section 507(b) of the Bankruptcy Code, with priority over all other administrative expense claims, subject to the Carve Out. The Replacement Liens granted are valid and perfected without the need for the execution or filing of any further documents or instruments. Commencing September 15, 2022, and continuing on the 15th day of each month thereafter, until otherwise ordered by the Court, the Debtor will make adequate protection payments to First Citizens in the amount of $500 per month. The Debtor will maintain insurance coverage for its personal property and business operations in accordance with the requirements of the Pre-Petition Loan Documents and will furnish proof of current coverage to First Citizens within five business days after entry of the Order. A further hearing on the matter is set for October 12, 2022 at 1:30 p.m. A copy of the order and the Debtor's monthly budget is available at https://bit.ly/3dgXXan from PacerMonitor.com. The Debtor projects $24,00 in net operating income and $23,869 in total expenses. About Pilates and Yoga Center, LLC Pilates and Yoga Center, LLC owns and operates two pilates and yoga studios. The studios are operated in leased locations at 901 N Congress Ave, Unit D-103, Boynton Beach, FL and 223 Sunset Ave, Ste 160, Palm Beach, FL. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-16923-MAM) on September 6, 2022. In the petition signed by Holly Andronicescu, managing member, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Erik P. Kimball oversees the case. Brian K. McMahon, Esq., at Brian K. McMahon, PA is the Debtor’s counsel. PLAYER'S POKER: Unsecureds Owed $1.4M to Get 30% of Claims ---------------------------------------------------------- Player's Poker Club, Inc., submitted a First Amended Disclosure Statement. The Plan is reorganization plan which the Debtor has reorganized its business operations to enable it to make orderly distribution to creditors of the Debtor's estate on their prepetition claims. The Debtor estimates that distribution under the Plan, to unsecured creditors of the bankruptcy estate will be accomplished over 3 years from the Effective Date of the Plan with distributions occurring each year from the Effective Date of the Plan. Distributions to secured creditors will be according to the terms of their security interests and the Plan. Payments under the Plan will be made from the proceeds of the operation of the Debtor's business, which business is the operation of a card room in Ventura County. Under the Plan, Class 5 General Unsecured Claims total $1,413,142. The Reorganized Debtor will make 3 payments to creditors holding Allowed Class 5 General Unsecured Claims. The Reorganized Debtor will make an initial payment in the amount equal to 10% of the allowed claim amount of each General Unsecured Creditor on the Effective Date, and another payment in the amount of 10% of the allowed claim amount of each of the General Unsecured Creditor 12 months after the initial payment, and another payment in the amount of 10% of the allowed claim amount of each General Unsecured Creditor 24 months after initial payment, for a total distribution of 30% on each allowed claim of the General Unsecured Creditors. The foregoing treatment of class 5 claim holders will be in full settlement and satisfaction of all obligations of the Debtor to holders of Class 5 claims. Class 5 is impaired. The Plan confirmation hearing is on Nov. 10, at 1:30 p.m., in Courtroom 201, 1415 State Street, Santa Barbara, California 93101. The deadline for voting for or against the Plan is on Oct. 17, 2022, ballot must be received by 4:00 p.m. pacific daylight time. The deadline for objecting to confirmation of Plan must be filed and served by 4:00 p.m. October 27, 2022. Attorneys for the Debtor: Michael S. Kogan, Esq. KOGAN LAW FIRM, APC 11500 W. Olympic Blvd., Suite 400 Los Angeles, CA 90064 Telephone: (310) 954-1690 A copy of the First Amended Disclosure Statement dated September 10, 2022, is available at https://bit.ly/3xv9nhA from PacerMonitor.com. About Player's Poker Club Ventura, Calif.-based Player's Poker Club, Inc., filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-10357) on April 6, 2021, listing $3,061,422 in assets and $3,500,852 in liabilities. Patrick Berry, general manager, signed the petition. Judge Martin R. Barash oversees the case. The Debtor tapped Kogan Law Firm, APC as bankruptcy counsel; Falk & Sharp, APC as special counsel; and Kallman + Logan & Company, LLP and RubinBrown, LLP as accountants. PRECIPIO INC: Board Member Adopts Stock Trading Plan ---------------------------------------------------- David Seth Cohen, a director of Precipio, Inc., adopted a stock trading plan on September 15, 2022, in accordance with a Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, and the Company's insider trading policy. In accordance with Rule 10b5-1 of the Exchange Act, the Company's Insider Trading and Anti-Tipping Policy permits issuers, officers, directors and employees who are not then in possession of material non-public information to enter into a pre-arranged plan for buying or selling Company stock under specified conditions and at specified times. In accordance with Rule 10b5-1, Mr. Cohen will not have discretion over purchases or sales made under the Plan. Mr. Cohen's Plan, which is intended to comply with Rule 10b5-1, provides that on any trading date, up to 200,000 shares of common stock Mr. Cohen holds are expected to be sold into the marketplace by a broker, subject to satisfaction of certain conditions (including minimum sale price threshold set at or above $5.00 per share, which price is above the market price of $1.04 at the time of adoption as set forth in the Plan. It is expected that sales under the Plan will commence on or after Sept. 1, 2022 and will be completed within one year. Transactions under the Plans will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. About Precipio Omaha, Nebraska-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents and services. Precipio reported a net loss of $8.52 million for the year ended Dec. 31, 2021, compared to a net loss of $10.60 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $27.97 million in total assets, $5.72 million in total liabilities, and $22.25 million in total stockholders' equity. Hartford, CT-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRECIPIO INC: CEO Adopts Stock Trading Plan ------------------------------------------- Ilan Danieli, chief executive officer and director of Precipio, Inc., has adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, and the Company's insider trading policy. In accordance with Rule 10b5-1 of the Exchange Act, the Company's Insider Trading and Anti-Tipping Policy permits issuers, officers, directors and employees who are not then in possession of material non-public information to enter into a pre-arranged plan for buying or selling Company stock under specified conditions and at specified times. In accordance with Rule 10b5-1, Mr. Danieli will not have discretion over purchases or sales made under the Plan. Mr. Danieli's Plan, which is intended to comply with Rule 10b5-1, provides that on each of the first day of October, January, April and July, or the next business day thereafter, $10,000 of shares of the Company's common stock shall be purchased at prevailing market prices by the broker. In addition, the Plan provides that on the first trading day when the share price of the Company's common stock shall equal or exceed $5.00 per share, an aggregate of 10,000 shares of common stock held by Mr. Danieli shall be sold. And when on the first trading day when the bid price of the Company's common stock shall equal or exceed $10.00 per share, an aggregate of 50,000 shares of common stock held by Mr. Danieli shall be sold. The price is above the market price of $0.94 at the time of adoption as set forth in the Plan. Transactions under the Plans will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. About Precipio Omaha, Nebraska-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents and services. Precipio reported a net loss of $8.52 million for the year ended Dec. 31, 2021, compared to a net loss of $10.60 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $27.97 million in total assets, $5.72 million in total liabilities, and $22.25 million in total stockholders' equity. Hartford, CT-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROS HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to CCC- ----------------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2022, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. to CCC- from CCC. EJR also retained its 'C' rating on commercial paper issued by the Company. Headquartered in Houston, Texas, PROS Holdings, Inc. operates as a holding company. PUERTO RICO: Big Banks Drove Island Deeper Into Debt, Says Suit --------------------------------------------------------------- A trust for the Commonwealth of Puerto Rico's creditors said in court papers that 13 of the world's largest banking institutions knowingly drove Puerto Rico billions deeper into debt when the island was already insolvent. Plaintiff Drivetrain, LLC, solely in its capacity as Trustee of the Avoidance Actions Trust, on Sept. 15, 2022, filed an amended complaint against * Barclays Capital, Inc.; * BMO Capital Markets Corp.; * BofA Securities, Inc., a/k/a Banc of America Securities LLC, a/k/a BofA Merrill Lynch; Citigroup Global Markets Inc.; * Citibank, N.A., New York; * Goldman Sachs & Co. LLC; * Goldman Sachs Bank USA f/k/a Goldman Sachs Capital Markets, L.P.; * Goldman Sachs Mitsui Marine Derivative Products, L.P.; * Jefferies Group LLC; * J.P. Morgan Securities, LLC; * Merrill, Lynch, Pierce, Fenner & Smith Inc.; * Merrill Lynch Capital Services, Inc.; * Morgan Stanley & Co. LLC; * Morgan Stanley Capital Services, LLC f/k/a Morgan Stanley Capital Services Inc.; * RBC Capital Markets, LLC; * Royal Bank of Canada; * Samuel A. Ramirez & Co., Inc.; * Santander Securities LLC; * UBS Financial Services, Inc. of Puerto Rico; * UBS AG; and * John Does 1-10. The complaint, updated with new allegations since it was initially filed in May 2019, seeks to recover about $500 million in bond underwriting fees and swap payments. "The thirteen major banks named as Defendants in this action inflicted a financial tragedy of epic proportion on the Commonwealth of Puerto Rico and its citizens. By 2008, the Commonwealth was irredeemably insolvent. The Defendants -- who underwrote the municipal bonds issued by Puerto Rico and/or entered into interest rate swap agreements with Puerto Rico -- knew it. Instead of helping Puerto Rico climb out of its financial hole, the Defendants handed the Commonwealth and its agencies bigger and bigger shovels, urging them to issue a slew of expensive bonds so that Puerto Rico could pay down existing obligations to the banks. These bonds were issued without statutory authority or in violation of Puerto Rico's constitutional debt limit. This "scoop and toss" scheme plunged the Commonwealth and its agencies deeper and deeper into debt, making their unavoidable default inevitably worse," according to the amended complaint. "This lawsuit seeks to hold Defendants accountable for their role in Puerto Rico's financial crisis. Each of Defendants UBS PR, Santander, BofA, Merrill Lynch, Barclays, Ramirez, RBC Capital, BMO, Goldman, Morgan Stanley, JP Morgan, Citigroup, and Jefferies (collectively, the "Underwriter Defendants"), was a lead underwriter for one or more bond issuances from 2008 to 2014 (the "Bonds") for the Commonwealth, the Puerto Rico Public Buildings Authority (the "PBA"), or the Employees Retirement System of the Government of the Commonwealth of Puerto Rico (the "ERS" and, with the Commonwealth and the PBA, the "Issuers") and, as such, received substantial fees and payments from the Issuers. Each of Defendants Morgan Stanley Capital, Citibank, UBS AG, Goldman USA, Goldman Mitsui, RBC, Merrill Lynch Capital, and John Does 1–10 (collectively, the "Swap Defendants") entered one or more interest rate swap agreements with the Commonwealth, the Puerto Rico Highways and Transportation Authority (the "HTA"), or the PBA (the "Swap Agreements"), and received substantial payments and swap termination fees in connection therewith." As to Barclays, Citibank, Morgan Stanley, and Morgan Stanley Capital, the Trust claims that the underwriting fees relating to the 2014 GO Bonds bear many "badges of fraud": a. Debtor's Insolvency: The Commonwealth was insolvent as early as 2008 and knew this when it paid swap termination fees to Citibank and issued the 2014 GO Bonds, but still paid Barclays and Morgan Stanley to secure additional financing even though it was bound to default and hinder its other creditors’ ability to recover once the Commonwealth inevitably defaulted. b. The transfers sought to be avoided were made pursuant to illegal contracts. The 2014 GO Bonds were illegal because they violated the Constitutional Debt Limit and because they constituted a reckless use of public funds, to the benefit of the banks rather than the public and were contrary to public order. c. Barclays and Morgan Stanley Violated Federal Securities Law. Barclays' and Morgan Stanley's failure to comply with federal securities law and reasonably determine that the Commonwealth would submit its financial statements further underscores the illegal nature of the 2014 GO Bonds and the fact that Barclays and Morgan Stanley did not believe that the Commonwealth would be able to pay the debt service on those bonds as it came due. d. Barclays and Morgan Stanley knew Debtors were bound to default. As the underwriters of Puerto Rico's debt, Barclays and Morgan Stanley obtained highly detailed information from Puerto Rico and its agencies that were issuing bonds and/or using their proceeds, and therefore had a very clear picture of Puerto Rico's financial state. These Defendants pushed the Commonwealth to issue additional debt, which they used to benefit themselves, knowing the Commonwealth was bound to default and the remaining creditors would not be paid. 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. PUERTO RICO: Wachtell, McConnell Advise on Fuel Line Lenders ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Wachtell, Lipton, Rosen & Katz and McConnell Valdes LLC submitted a verified statement to disclose that they are representing the Ad Hoc Group of Fuel Line Lenders in the Chapter 11 cases of Puerto Rico Electric Power Authority. In the PREPA Title III Case, Wachtell, Lipton, Rosen & Katz and McConnell Valdes LLC represent the Ad Hoc Group of Fuel Line Lenders. Wachtell Lipton and McConnell also represent Cortland as successor administrative agent under the Credit Agreement. Simpson Thacher & Bartlett LLP represents Cortland with respect to Adversary Proceeding No. 19-00396 in the PREPA Title III case. Filings in PREPA's Title III case have been made on behalf of Cortland as administrative agent. As of Sept. 16, 2022, members of the Ad Hoc Group of Fuel Line Lenders and their disclosable economic interests are: Anchorage Capital Group, L.L.C. 610 Broadway 6th Floor New York, NY 10012 Fuel Lines: $69,000,000.00 Brigade Capital Management, LP 399 Park Avenue 16th Floor New York, NY 10022 Fuel Lines: $76,081,818.18 Davidson Kempner Capital Management LP 520 Madison Avenue 30th Floor New York, NY 10022 Fuel Lines: $139,993,182.00 $13,000,000.00 (Citibank Facility) Bonds/Other: $88,835,027.00 Hain Capital Investors Master Fund Ltd. 301 Route 17 7th Floor Rutherford, NJ 07070 Fuel Lines: $10,000,000.00 Bonds/Other: $4,203,767.02 (Trade Claim # 12398) Marathon Asset Management, LP 1 Bryant Park 38th Floor New York, NY 10036 Fuel Lines: $57,680,274.40 Serengeti Asset Management, LP 632 Broadway 9th Floor New York, NY 10012 Fuel Lines: $15,000,000.00 Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 Fuel Lines: $40,000,000.00 $35,000,000.00 (Citibank Facility) HTA-Bonds/Other: $34,673.00 PREPA-Bonds/Other: $1,212,978.00 Solus Alternative Asset Management LP 25 Maple Street 2nd Floor Summit, NJ 07901 Fuel Lines: $73,487,500.00 $98,041,914.24 (Citibank Facility) Whitehaven Asset Management, LP 777 West Putnam Avenue 1st Floor Greenwich, CT 06830 Fuel Lines: $60,957,225.51 HTA-Bonds/Other: $9,505,000.00 PREPA-Bonds/Other: $375,000.00 No Member represents or purports to represent any other Member or entity in connection with the Debtors' Chapter 11 Cases. In addition, each Member of the Ad Hoc Group of Fuel Line Lenders (a) does not assume any fiduciary or other duties to any other creditor or person and (b) does not purport to act, represent or speak on behalf of any other entities in connection with the PREPA Title III case. Counsel for Cortland Capital Market Services LLC, as Administrative Agent can be reached at: Nayuan Zouairabani, Esq. MCCONNELL VALDÉS LLC 270 Muñoz Rivera Avenue, Suite 7 Hato Rey, Puerto Rico 00918 P.O. Box 364225 San Juan, PR 00936-4225 Telephone: (787) 250-5604 Facsimile: (787) 759-9225 E-mail: nzt@mcvpr.com - and – Richard G. Mason, Esq. Amy R. Wolf, Esq. Emil A. Kleinhaus, Esq. Angela K. Herring, Esq. Michael H. Cassel, Esq. WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 E-mail: rgmason@wlrk.com E-mail: arwolf@wlrk.com eakleinhaus@wlrk.com akherring@wlrk.com mhcassel@wlrk.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3BAhavO 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. RADIOLOGY PARTNERS: S&P Alters Outlook to Neg., Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on El Segundo, Calif.-based Radiology Partners Holdings LLC to negative from stable and affirmed its 'B-' issuer credit rating, reflecting possibility of an unsustainable capital structure and constrained liquidity if the impact of the No Surprise Act coupled with rising costs is larger than its base-case expectations. S&P said, "At the same time, we are affirming our 'B-' issue-level rating and '3' recovery rating on company's secured first lien debt (recovery prospects: 50%-70%; rounded estimate: 55%) and 'CCC' issue-level rating and '6' recovery rating on the unsecured debt (recovery prospects: 0%-10%; rounded estimate: 0%)." Radiology Partners has been operating with significant cash flow deficits and high leverage over the years as it continued to remain aggressive on acquisitions. S&P said, "Our negative outlook reflects the rising cost pressures on EBITDA and our expectation that liquidity will be constrained. We expect rising wage costs because of the tight labor market will pressure EBITDA margins for 2022 and possibly into 2023. The total cost of operations for first half 2022 was about 95% of revenue, 2% higher compared with first half 2021. We project adjusted EBITDA margins will decline about 150 basis point (bps) in 2022, from 12.9% in 2021. Radiology Partners also faced uncertainty from payers trying to impose lower reimbursement rates by enforcing a Independent Resolution Process (IDR) under the No Surprise Act implemented Jan 1, 2022. The company has won 85% of the cases referred under the IDR process to the arbiter and is 95% in-network (versus 98% previously), but the process threatens to delay payments. As of June 30, 2022, company's liquidity position includes $67 million cash, with $240 million available under $440 million revolver. Although it is too early to determine the impact of the No Surprise Act on the company's revenue and costs, we believe it will delay cash collections, resulting in large working capital outflows. Should this occur over an extended period, we believe the company's liquidity may become constrained." In addition, the reimbursement rate cuts will also have a potential impact on the company's EBITDA. Key factors such as rate decreases on Medicare physician fee schedule (MPFS) and a cut on global services will affect the total reimbursement cuts. Additionally, the 2% sequestration, which returned as of June 1, 2022 (1% as of April 1, 2022), will remain in place. Therefore, there are looming effects of reimbursement rate cuts that could further tighten its liquidity position. Radiology Partners has generated cash flow deficits over the years while it has focused on increasing scale largely through acquisitions. The company has grown through debt-financed acquisitions over the last seven years, as it seeks to enhance its scale in a fragmented but consolidating industry. However, the company has been generating cash flow deficits each year and the pressure on margins from payers and labor market challenges will lead to further outflows. We expect 11.0x to 11.5 x debt to EBTIDA in 2022, falling to 11.0x in 2023, largely because of lower EBITDA. Radiology Partners has been aggressively acquiring companies over the past several years, thus S&P expects the company to remain highly leveraged. S&P said, "Our negative outlook reflects our view that Radiology Partners' persistent negative free cash flows, the tight labor market's impact on margins, and delayed cash collections due to pressure from payers (under the No Surprise Act) will lead to tighter liquidity, increasing the potential risk of default. "We could lower our rating on Radiology Partners within the next 12 months if the impact from the No Surprise Act coupled with increasing costs, result in continued significant cash outflows, leading to the belief that the company's highly leveraged capital structure is unsustainable. "We could revise the outlook to stable if the company materially improves its free operating cash flow, or if liquidity becomes less constrained and/or EBITDA interest coverage ratio improves to above 1.5x." RALPH LAUREN: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on September 9, 2022, retained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Ralph Lauren Corporation. Headquartered in New York, New York, Ralph Lauren Corporation designs clothing and accessories. RAMBUS INC: Egan-Jones Hikes Senior Unsecured Ratings to B ---------------------------------------------------------- Egan-Jones Ratings Company, on August 29, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Rambus Inc. to B from B-. Headquartered in Sunnyvale, California, Rambus Inc. designs, develops, licenses, and markets high-speed chip-to-chip interface technology to enhance the performance and cost-effectiveness of consumer electronics, computer systems, and other electronic products. RED PLANET: Moody's Lowers CFR to 'B3', Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of Red Planet Borrower, LLC (dba Liftoff) to B3 from B2 based on uncertain revenue growth and cash flow prospects over the next year following the company's recent poor performance. This year's operating results reflect a continued material departure from projections at the time of combination approximately one year ago. Moody's also downgraded Liftoff's Probability of Default Rating to B3-PD from B2-PD and the instrument ratings on the senior secured first lien term loan and revolving credit facility to B3 from B2. The outlook is stable. The rating actions are summarized: Downgrades: Issuer: Red Planet Borrower, LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured First Lien Bank Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Red Planet Borrower, LLC Outlook, Remains Stable RATINGS RATIONALE Liftoff's CFR reflects Moody's expectation that Liftoff's full year 2022 revenue and adjusted EBITDA margin will be nearly $150 million lower and 25 points weaker respectively, than at the assignment of initial ratings about one year ago. As a result, Moody's expected debt to EBITDA (by Moody's calculation) will be well in excess of 10x and free cash flow will be negative for the rest of the year. Weaker advertising budgets as a result of macroeconomic uncertainty which are impacting the mobile advertising industry broadly, only partially explain the magnitude of the company's miss. Poor execution in response to and an apparent lack of anticipation of the impacts to Liftoff's business to changes in the bidding dynamics of the mobile app advertising ecosystem have severely impacted the company's operating performance relative to Moody's expectations. It is unclear whether the shift to in-app bidding will lead to permanently lower operating margins given increased cloud computing requirements and mediation bidding fees. Liftoff is attempting to offset these increased costs through increased infrastructure efficiency as well as negotiation of more favorable commercial terms, although the achievement of both is uncertain. Additionally, the extended delay of the realization of expected supply chain path optimization (SPO) benefits which was a significant pillar underpinning the combination of Liftoff and Vungle, may extend into 2023 or 2024, continuing to adversely affect financial performance over the medium term. The stable outlook reflects Moody's view that despite the high degree of uncertainty over Liftoff's credit profile beyond this year, the company's financial results could improve meaningfully as the overall ad market recovers, given the company's typically high gross margin and operating leverage. While Moody's believes the FCF-breakeven revenue level in 2023 is only very modestly below the expected 2022 level, the company can stabilize its margins through cost actions, providing itself buffer in the face of continued macro weakness or further operational challenges. The company expects to realize more than $20 million of run rate cost savings and a gross margin of around 80% exiting Q4, while indicating that it could increase cost take-outs if operating results are weaker than expected. Moody's updated view incorporates attainment of these cost savings. Liftoff's liquidity is good, reflecting a solid cash balance and revolver availability to meet near term negative free cash flow that is expected to turn positive in 2023 with a resumption of revenue growth and improved margins. The company had $111 million of unrestricted cash at June 30, 2022 and full availability under its $150 million revolving credit facility, which Moody's does not expect Liftoff to draw upon over the next twelve months. The term loan does not contain financial maintenance covenants and the revolving credit facility has a springing first lien net leverage ratio of 8.75x at 35% utilization, which is not expected. The B3 instrument ratings for the senior secured first lien term loan and revolving credit facility is in line with the B3 CFR given the that the secured debt represents the preponderance of funded debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Liftoff's ratings could be downgraded if Moody's expects that company's revenue declines will accelerate, operating margins compress further, or if FCF is expected to remain negative beyond this year. While unlikely in the near term, Liftoff's ratings could be upgraded if organic revenue growth and margin expansion improve substantially and return to high double digits, leading to Moody's to expect adjusted debt to EBITDA will be sustained below 6x accompanied with solidly positive free cash flow. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS Liftoff's governance risk is highly negative reflecting an aggressive financial policy, concentrated private equity ownership, historical debt-financed distributions, lack of public financial disclosure and the absence of board independence. Liftoff's management credibility and track record is a highly negative factor given the company's substantial material underperformance to expectations in the year following assignment of initial debt ratings in September 2021. Red Planet Borrower, LLC (dba Liftoff), headquartered in Redwood City, CA, is an independent mobile app marketing and advertising platform. The company was formed in September 2021 through the combination of Liftoff Mobile, Inc. and Vungle Inc., both portfolio holdings of Blackstone Inc., which retains majority ownership of the combined entity. Net revenue is expected by Moody's to be approximately $400 million for the full year 2022. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. RED PLANET: S&P Downgrades ICR to 'B-', Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Red Planet LLC, the parent company of newly merged Liftoff Mobile and Vungle, to 'B-' from 'B'. S&P also lowered its rating on its senior secured debt to 'B-' from 'B'. The negative outlook reflects the risk that further macroeconomic weakness, delays in realizing synergies, and increasing costs from ongoing client migration to in-app bidding could cause leverage to remain elevated above 10x, with cash flow remaining negative beyond the next 12 months. S&P said, "The downgrade reflects our expectation that Red Planet's leverage and cash-flow metrics will be significantly weaker than we anticipated when Liftoff and Vungle first merged. Slowing macroeconomic growth, mobile privacy headwinds, and integration challenges are weighing on Red Planet's revenue. We now expect revenue to decline 4% in 2022, down significantly from our previous expectation of 18% growth. The company is also facing elevated costs related to the industrywide migration to in-app bidding. These elevated costs--combined with lower revenue--are leading to much lower forecasted EBITDA and cash flow. We now expect leverage will increase to about 13.7x in 2022 from about 7.7x in 2021 before declining to about 9.2x in 2023 as revenue growth resumes. In addition, we expect cash flow will be marginally negative in 2022 before increasing to 2%-3% of debt in 2023. If macroeconomic conditions continue to deteriorate, there is a risk that leverage could remain very high in 2023, with cash flow remaining negative until 2024." Digital advertising growth has slowed due to the worsening macroeconomic environment. Advertising is highly cyclical because expectations for consumer spending drive advertising budgets. Digital advertising, especially the programmatic advertising offered through Red Planet's platforms, is sold in real time and tends to react much faster to changes in sentiment. This makes it very easy for advertisers to scale back or halt their ad campaigns, whereas it takes much longer to cancel a television campaign. S&P believes programmatic digital is often the first medium to be cut, which is demonstrated by the marked decline in digital advertising growth across the industry so far in 2022. However, it will also likely be the first to recover. Over the past nine months, S&P's economists have steadily increased their expected likelihood of a recession and believe that an extended period of low growth is likely. Whether a recession actually occurs is less important to Red Planet's performance than the increasing economic uncertainty and expectations that consumer spending will weaken over the second half of 2022. These concerns are already causing advertisers to pull back on digital ad spending, which is decreasing the demand for Red Planet's advertising and lowering the bids and prices of its advertising auctions. Mobile privacy changes are presenting an additional near-term headwind. Apple's App Tracking Transparency (ATT) feature on its iOS platform has been an additional headwind to the digital advertising industry. The change restricts the collection of users' Identifier for Advertisers (IDFA), a unique device identifier, without their consent. Advertisers used the IDFA for ad targeting and to measure their ads' effectiveness. Alphabet has announced its own plans to restrict apps on its Android operating system from sharing user data with third parties, and this should be implemented in the next two years. S&P's previously expected that Red Planet's machine learning and artificial intelligence for analyzing contextual data (rather than personalized data) would help shelter it from privacy-related headwinds. However, it is now clear that this issue is reducing demand for the entire digital programmatic industry and is limiting Red Planet's near-term revenue growth. The merger has faced integration challenges, and the two programmatic platforms continue to operate separately. The company is experiencing delays in achieving its revenue synergies from the merger of Liftoff and Vungle. Most importantly, it is failing to achieve its goal of supply-path optimization, meaning the funneling of Liftoff demand to Vungle supply. The company has stated that this process is more technical and complex than it had anticipated and has been a challenge to execute. S&P no longer expects any supply-path optimization benefits to revenue growth until 2024 at the earliest, and we believe there are risks to this timeline slipping further. Migration to the in-app bidding process has increased operating costs. The mobile-gaming programmatic advertising industry is migrating to an in-app bidding system faster than previously expected. In-app bidding is an advanced advertising method where mobile publishers are able to sell their ad inventory in an auction so that all advertisers are simultaneously bidding against one another. There are costs to participate in an ad auction, and there's potential to realize no revenue return if the company is unable to win the auction. Red Planet is experiencing higher infrastructure (AWS) and technology costs to support the computing power needed to participate in these real-time programmatic auctions. There are also costs related to redefining its algorithms and not winning auctions. As such, the company's operating costs increased faster than expected as this migration significantly ramped up in the second half of 2021 and into the first half of 2022. S&P said, "We expect the pace of expense growth will slow in the second half of 2022 as it begins to lap the increased costs and revenue growth starts catching up to expense growth. However, we now expect the adjusted EBITDA margin will be in the mid 20% area in 2022 before increasing to about 34% in 2023. While we still expect the EBITDA margin to increase as revenue builds, we expect it will top out somewhere around 40% over the next few years. This is considerably less than our previous expectations of a 50%+ EBITDA margin." The negative outlook reflects the risk that further macroeconomic weakness, delays in realizing synergies, and increasing costs from ongoing client migration to in-app bidding could cause leverage to remain elevated above 10x, with cash flow remaining negative beyond the next 12 months. S&P could lower its rating again over the next 12 months if: -- Red Planet's business position continues to weaken, resulting in poor revenue growth and an inability to offset rising costs due to challenging macroeconomic conditions and a failure to capture synergies from its combination of Liftoff and Vungle; and -- S&P does not see a path to sustainably positive free cash flow within the next 12 months. S&P could revise the outlook to stable if: -- Macroeconomic conditions improve and it expects the company's revenue growth will materially outpace expense growth over the next 12 months; and -- S&P expects sustainably positive free cash flow over the next 12 months. E-2, S-3, G-3 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of Red Planet. Changes in Apple's IDFA in 2021 and possible future privacy mandates elsewhere in the mobile industry could limit the company's advertising revenue growth. As IDFA is now an opt-in process, we predict many users will choose not to share their behavioral data with advertisers, making it more difficult for ad networks to run effective ad campaigns. Governance factors are a moderately negative consideration in our credit rating analysis, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners." This also reflects financial sponsors' generally finite holding periods and focus on maximizing shareholder returns. RIGHT ON BRANDS: Cancels 153.1 Million Common Shares ---------------------------------------------------- The SEC v. Crown Bridge Partners {SEC File No. 000-55704} shows Right On Brands, Inc. was a victim of Crown Bridges' unregistered dealer activity in a now-settled action. The commission has settled its claims against Crown Bridge and its principals, which includes disgorgement and penalty payments of in excess of $9 million. The Company has also cancelled 153,114,035 common shares of RTON common stock. The Company has given notice to the SEC of its pending claim of approximately $150,000. About Right on Brands Right on Brands, Inc.'s business is conducted through its wholly-owned subsidiaries, Humbly Hemp, Endo Brands, and Humble Water Company. Humbly Hemp sells and markets a line of hemp enhanced snack foods. Humble Water Company is in a partnership with Springhill Water Co. to develop a line of High Alkaline, Natural Mineral Water, and a bottling and packaging facility. Endo Brands creates and markets a line of CBD consumer products and through ENDO Labs, a joint venture with Centre Manufacturing, creates white label products and formulations for CBD brands. Right On Brands is at the focus of health and wellness. Right On Brands reported a net loss attributable to the company of $257,016 for the year ended March 31, 2022, compared to a net loss attributable to the company of $1.85 million for the year ended March 31, 2021. As of June 30, 2022, the Company had $246,856 in total assets, $618,983 in total liabilities, and a total stockholders' deficit of $372,127. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2019, issued a "going concern" qualification in its report dated July 8, 2022, citing that the Company has suffered significant losses from inception and had a significant loss from operations. These conditions raise substantial doubt about its ability to continue as a going concern. ROJO'S FAMOUS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Rojo's Famous, Inc. f/d/b/a Glow Foods, Inc. 19805 1st Avenue, S., Ste. 100 Normandy Park, WA 98148 Business Description: The Debtor is a manufacturer of pancake sandwiches. Chapter 11 Petition Date: September 23, 2022 Court: United States Bankruptcy Court Western District of Washington Case No.: 22-11534 Judge: Hon. Christopher M. Alston Debtor's Counsel: John W. O'Leary, Esq. GRAVIS LAW, PLLC 601 W. Kennewick Ave Kennewick, WA 99336 Tel: 509-586-8532 Fax: (866) 419-9269 E-mail: joleary@gravislaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Al Davison as CFO. 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/3IHN3SY/Rojos_Famous_Inc__wawbke-22-11534__0001.0.pdf?mcid=tGE4TAMA SEAHORSE RESTAURANTS: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------------- Seahorse Restaurants, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and provide adequate protection. The Debtor intends to use cash collateral to pay operating expenses and the costs of administering the Chapter 11 case. Specifically, the Debtor intends to use cash collateral for: a. Payroll; b. Insurance; c. Purchase of inventory; d. Payment of utilities; e. Other payments necessary to sustain continued business operations; f. Care, maintenance, and preservation of the Debtors' assets; and g. Costs of administration in the Chapter 11 case. The Debtor's primary secured creditor is UCC Filer 6269, which filed a UCC-1 asserting a security interest in all receipts, accounts, and proceeds from the debtor. The Lender is owed approximately $160,000. The Debtor proposes to grant to the Lender, as adequate protection, a replacement lien to the same extent, validity, and priority as existed on the Petition Date. In other words, the Debtor proposes that the Lender's "floating" liens continue to "float" to the same extent, validity, and priority as existed on the Petition Date, notwithstanding Section 552 of the Bankruptcy Code. The Debtor asserts that the interests of the Lender will be adequately protected by the replacement lien. A copy of the motion is available at https://bit.ly/3dnBw3k from PacerMonitor.com. About Seahorse Restaurants, LLC Seahorse Restaurants, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03707) on September 12, 2022. In the petition filed by Vikas Bansal, authorized member, the Debtor disclosed up to $1 million in both assets and liabilities. Edward J. Peterson, Esq., at Stichter, Riedel, Blain & Postler, P.A., is the Debtor's counsel. SENSATA TECHNOLOGIES: Egan-Jones Retains BB- Sr. Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on August 29, 2022, retained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Sensata Technologies Holding N.V. Headquartered in Attleboro, Massachusetts, Sensata Technologies Holding N.V. develops, manufactures, and sells sensors and controls. SILGAN HOLDINGS: Egan-Jones Retains BB Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2022, retained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Silgan Holdings Inc. Headquartered in Stamford, Connecticut, Silgan Holdings Inc., and its subsidiaries manufacture consumer goods packaging products. SKINNICITY INC: Court OKs Deal on Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Skinnicity Inc., A Professional Nursing Corp., to use cash collateral in accordance with its agreement with the United States of America, on behalf of its agency, the U.S. Small Business Administration. As previously reported by the Troubled Company Reporter, the SBA consented to the Debtor's continued use of cash collateral, as follows: a. Subject to the terms and conditions of the Stipulation, the Parties agree that the Debtor is authorized to use cash collateral for the ordinary and necessary expenses from August 31, 2022, through confirmation of a Chapter 11 plan of reorganization, as set forth in the projected cash flow statement. b. The Debtor may deviate from the total operating expenses contained in the budget by no more than 15% and to deviate by category without the need for further approval by the SBA. c. The Debtor will remit payments to the SBA as set forth in the applicable SBA Loan documents. d. As adequate protection, retroactive to the Petition Date, the SBA will continue to receive a replacement lien on all postpetition 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 postpetition as a result of the postpetition use of cash collateral by the Debtor. 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 SBA is authorized to file a certified copy of any cash collateral order and any other necessary and related documents to further perfect its lien. e. The SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b), 507(a)(2) and 507(b), which claim will be limited to any diminution in the value of the SBA's collateral, pursuant to the SBA Loan, as a result of Debtor's use of cash collateral on a postpetition basis. f. The Debtor will use its best efforts to diligently seek confirmation of a Chapter 11 plan of reorganization. The SBA reserves its right to object to the Debtor's proposed Chapter 11 plan of reorganization, and does not waive any rights, claims or interests in the Chapter 11 bankruptcy case. g. The Debtor will not use the cash collateral for payment to insiders unless and until the Debtor has satisfied all requirements under the Bankruptcy Code, Local Bankruptcy Rule 2014 and the U.S. Trustee guidelines, for payment to insiders. h. Nothing in the Stipulation will be construed as or constitute: (a) a waiver of or acquiescence to the default(s) under the SBA Loan which will continue in existence; (b) waiver of acceleration of the SBA Loan; (c) an extension, modification, or novation of the SBA Loan or obligation thereunder; (d) a waiver of any right, power or remedy of the SBA under the SBA Loan; or (e) a reinstatement of the SBA Loan. The SBA expressly reserves all of its rights and remedies under all applicable agreements. i. The Stipulation will remain in effect through confirmation of the Debtor's Chapter 11 plan of reorganization, or until the case is converted or dismissed, whichever first occurs. j. The Stipulation will inure to the benefit of and will be binding upon the Parties, their successors and assigns. The SBA replacement lien and superior priority claim in favor of the SBA will continue in full force and effect in the event of a dismissal of the case. The Debtor may not assign the Stipulation without SBA's consent. To the extent the SBA has the right to assign its rights to a third party under the SBA Loan and related loan documents, the SBA may assign the Stipulation to any assignee to which it assigns its rights under the SBA Loan and related Security Agreement and UCC-1 Financing Statement. k. The Debtor agrees to continue maintaining insurance on the Personal Property Collateral and designate the SBA as a loss payee or additional insured in accordance with the SBA Loan and related loan documents and agrees to provide proof of insurance within seven days upon written request of the SBA. A copy of the order is available at https://bit.ly/3DvmXFE from PacerMonitor.com. About Skinnicity Inc. Skinnicity Inc. provides services relating to medical and aesthetic dermatology, focusing on skin and aesthetic concerns. It has a single storefront in West Los Angeles, where its customers received treatment. Dianne Bedford is the sole shareholder, director, and officer. Skinnicity has one staff employee. Skinnicity sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-12306 on April 25, 2022. In the petition signed by Bedford, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Julia W. Brand oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP is the Debtor's counsel. SOUTHEAST SUPPLY: S&P Downgrades ICR to 'B-', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating (ICR) on Southeast Supply Header LLC (SESH) and its issue-level rating on SESH's senior unsecured debt to 'B-' from 'B'. The '3' recovery rating on the debt, which indicates meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default, is unchanged. The downgrade follows our revised assessment of SESH's capital structure with 100% of debt now maturing within the next 24 months. The negative outlook reflects the company's debt maturity in 2024 and associated refinancing risk. The downgrade reflects S&P's revised assessment of SESH's capital structure and associated refinancing risk. SESH's capital structure is composed of $400 million in senior unsecured notes. The notes mature on June 15, 2024; therefore, the weighted-average debt maturity is less than two years. To date, the pipeline continues to operate in the absence of a concrete refinancing plan. Accordingly, as per S&P Global Ratings' "Corporate Methodology" (published Nov. 19, 2013), S&P has revised its capital structure modifier to negative. This, in turn, leads to a one-notch downgrade of the ICR and also of the senior unsecured notes. to 'B-'. The negative outlook reflects the company's debt maturity, associated refinancing risk, and weaker business risk. Weaker business fundamentals persist at SESH through more variable utilization rates and recontracting risks. Since late 2020, SESH has been able to recontract portions of its unused capacity; however, newer contracts have shorter tenors and lower pricing. SESH's weighted-average contract life is about 3.5 years, which is materially lower than historical levels. Intensified competition in the Florida market has also reduced the company's market share. Persistent weaker business fundamentals through tenor, rates, and utilization continue to pose business risks. S&P's forecast weighted-average adjusted debt-to-EBITDA ratio remains elevated at about 8x, which further increases refinancing risk and associated capital structure uncertainty. The negative outlook reflects the company's next debt maturity and the associated refinancing risk. In addition, theshorter tenor of SESH's commercial underpinnings, variability in the pipeline's throughput and utilization have led to weaker-than-expected cash flow, which will ultimately exacerbate the refinancing risk. S&P could lower the rating if SESH's time to debt maturity should fall below 12 months with no concrete refinancing plan or explicit sponsor support in place. S&P could revise the outlook to stable if SESH is able to refinance its maturing debt in the upcoming months. ESG credit indicator: E-3, S-2, G-2 S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of SESH. The company is a single-asset natural gas transportation pipeline that supplies gas to the Florida market. The pipeline is susceptible to increasing environmental risks posed by climate change and greenhouse gas emissions, factors that make future recontracting under favorable terms and conditions challenging." SOUTHWEST AIRLINES: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on August 29, 2022, retained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Southwest Airlines Co. Headquartered in Dallas, Texas, Southwest Airlines Co. is a domestic airline that provides primarily short-haul, high-frequency, and point-to-point services. SPECTRUM BRANDS: Egan-Jones Retains B+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on August 29, 2022, retained its 'B+' local currency senior unsecured ratings on debt issued by Spectrum Brands Legacy, Inc. Headquartered in Madison, Wisconsin, Spectrum Brands Legacy, Inc. provides consumer products. STORED SOLAR: Seeks Interim Cash Collateral Access -------------------------------------------------- Stored Solar Enterprises, Series LLC asks the U.S. Bankruptcy Court for the District of Maine for authority to use cash collateral on an interim basis and provide adequate protection. The Debtor requires the use of cash collateral to satisfy its ordinary and necessary operating expenses, including its payroll and related charges. The Debtor is a series limited liability company organized pursuant to the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code, having its principal place of business in West Enfield, Maine. As a series limited liability company, it is comprised of eight separate series. Series One comprises the general executive and administrative operations of the combined enterprise. It employs all personnel who work for Stored Solar and maintains the executive and administrative offices for all of the operating entities, that is, each operating Series, of the Debtor. It maintains separate books and records of account for all Series of the Debtor, collecting all accounts receivable for each Series, and disbursing collected funds to or for the account of each of the Series so that each may satisfy its payables. Each of the remaining seven Series -- Series Two through Eight -- is comprised of a single operating Plant. Presently, these Plants are capable of producing substantial amounts of power; helping to satisfy the electricity needs of millions of New England homes and businesses without resorting to the use of fossil fuels. Prior to, on, and after the Petition Date, the Debtor generated and it continues to generate electricity, though it has had to idle some Plants and defer necessary maintenance due to cash flow constraints resulting from the retention of payments and renewable energy credits from ISO-NE, by the Debtor's primary secured creditor, Hartree Partners, LP. The Debtor's predecessors borrowed funds from Hartree and executed promissory notes, security agreements, mortgages, and guarantees in favor of Hartree. Under the Hartree Loan Documents, Hartree has a first priority lien, mortgage and security interest in all operating assets of the Debtor, including its generating machinery and equipment, its biomass fuel inventory, its accounts receivable, its RECs, and its contracts with or issued by ISO-NE. As such, Hartree is expected to claim an interest in the Debtor's cash collateral. In addition, the following creditors may claim an interest in certain assets of the Debtor, but not its accounts: * Coastal Enterprises, Inc., the debt to which is secured by financed equipment; and * the United States Small Business Administration, the debt to which is secured by certain personal property of Stored Solar. The Debtor has not conceded the validity, perfection, allowability or value of any Secured Creditor's claims. The Debtor believes its Secured Creditors are adequately protected. First, the value of the Debtor's assets exceeds the amount of its secured debts and is not declining. Second, by the continued operation and maintenance of the Plants in the ordinary course (i) additional accounts receivable collateral, in excess of the amounts of petition date accounts receivable collateral to be utilized by the Debtor, will be created and will create new accounts receivable with a value at least as much as the value of prepetition accounts receivable utilized by the Debtor; and (ii) the value of the Debtor's operating assets will be preserved and enhanced for the benefit of all creditors, as shown in the Budgets. As adequate protection, the Debtor proposes to provide Hartree, and any other secured creditor claiming an interest in such accounts receivable, a replacement lien in accounts receivable generated by the Debtor and each Series thereof, from operations occurring after the Petition Date, to secure the same indebtedness secured by the Petition Date accounts receivable and in the same order of priority. The Replacement Lien will have the same validity, perfected status, priority and enforceability as the liens of the secured creditors in accounts receivable existing as of the Petition Date and the Replacement Lien will be limited in amount to the amount of prepetition collateral, or the proceeds of the same collected and used by the Debtor from and after the Petition Date. A copy of the motion is available at https://bit.ly/3QHv6d3 from PacerMonitor.com. About Stored Solar Enterprises, Series LLC Stored Solar Enterprises, Series LLC owns and operate seven biomass-fueled, renewable energy generating facilities located in Maine, Massachusetts and New Hampshire. The Plants produce electric energy which is transmitted into, and earns payments from, the ISO New England power grid. Stored Solar has 87 employees. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Me. Case No. 22-10191) on September 14, 2022. In the petition signed by William Harrington, manager, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. George J. Marcus, Esq., at Marcus Clegg, is the Debtor's counsel. STRATEGIC IQ: Has Sufficient Cash on Hand to Make Payments ---------------------------------------------------------- Strategic iQ, LLC, submitted a First Amended Small Business Subchapter V Plan of Reorganization. These claims were pending as of the filing of the Plan: Claimant Amount No More Than -------- ------------------- Thirdware Digital Services $37,723 Jeyko LLC $27,200 Donyati, LLC $5,983,007 Americenter of Troy, LP $61 Conach Marketing Group $1,100 Compunnel Software Group $26,000 American Express $2,017 David Pavlov $287,500 Ken Dowd $287,500 The general unsecured claims other than the claims of Donyati, LLC, will comprise Class GUC under this Plan. Other than the claims of David Pavlov and Kenneth Dowd, the Debtor shall pay these claims in full in the ordinary course of business from available funds. The claims of David Pavlov and Kenneth Dowd shall not be paid until payment in full of the Donyati Plan Payments. Such payments will be made by the Debtor directly, and may be prepaid. The Donyati claim shall be paid pursuant to a separate class, Class DONYATI. All payments to claimants pursuant to the Plan shall be paid by SIQ and treated as expenses of SIQ prior to the calculation of net profits for purposes of the Donyati Plan Payments. This class is impaired. Class DONYATI is impaired. Donyati will have an allowed unsecured non-priority claim in the amount of $5,983,007. Furthermore, as will be set forth in the Settlement Agreement between Donyati and the Debtor, David Pavlov, and Kenneth Dowd (the "Settlement Agreement"), the Debtor will pay Donyati (i) $100,000 cash within 10 days of entry of an order confirming the Plan (the "Initial Donyati Payment") plus (ii) 60% of SlQ's net profit on a quarterly basis for 5 years after confirmation. The maximum amount to be paid by Debtor to Donyati under the Plan is $4 million (the "Donyati Plan Payments"). Donyati's Proof of Claim filed in the Bankruptcy Case shall be deemed allowed and Debtor waives any objection to the same. The Debtor's members Kenneth P. Dowd ("Dowd") and David Pavlov ("Pavlov") will personally guarantee that Donyati will receive $350,000 of Donyati Plan Payments (the "Guaranteed Donyati Payment"), not counting the Initial Donyati Payment. The amount of the Guaranteed Donyati Payment will be reduced dollar for dollar by the Donyati Plan Payments, not including the Initial Donyati Payment. Dowd and Pavlov's pre-petition claims will be subordinated to the Donyati Plan Payments, and Dowd and Pavlov will not receive any distributions under the Plan unless and until the Donyati Plan Payments have been paid in full. The terms of the personal guarantee of the Donyati Guaranteed Payment will be set forth in a Personal Guaranty, a copy of which will be filed by the Debtor in a Plan Supplement at least 10 days prior to the Confirmation Hearing. In the event that Debtor ceases business operations during the term of the Plan or otherwise defaults under the Plan, any portion of the Guaranteed Donyati Payment still owing to Donyati will be paid to Donyati by Dowd and Pavlov in equal monthly installments over a period of 24 months. The first installment shall be due on the first day of the month following Debtor's notice to Donyati and Mouranie that Debtor has ceased its business operations and/or defaulted under the Plan. On confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. All plan payments may be prepaid without penalty. A hearing on the Confirmation of the Plan is scheduled for Nov. 2, 2022 at 11:00 a.m. in courtroom 1925 at the U.S. Bankruptcy Court for the Eastern District of Michigan, 211 W. Fort Street, Detroit, MI 48226. Objections to confirmation of the Plan must be submitted by Oct. 19, 2022. Ballots stating the vote on the Plan must be returned by Oct. 19, 2022. Attorneys for the Debtor: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 835-7683 E-mail: bbassel@gmail.com A copy of the Plan of Reorganization dated September 14, 2022, is available at https://bit.ly/3LlLvTn from PacerMonitor.com. About Strategic iQ Strategic iQ, LLC, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-41595) on March 2, 2022, listing up to $500,000 in both assets and liabilities. Charles M. Mouranie serves as the Subchapter V trustee. Judge Thomas J. Tucker oversees the case. The Debtor tapped Robert N. Bassel, Esq., a practicing attorney in Clinton, Mich., as bankruptcy counsel. Dennis M. Pousak, P.C., and Aloia Law serve as special counsels. SWISSBAKERS INC: Wins Cash Collateral Access Thru Sept 30 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Swissbaker Inc. to use cash collateral on an interim basis through September 30, 2022, on the same terms and conditions as set forth in the Order Granting Interim Use of Cash Collateral dated March 23, 2022, except as modified by the order. The Court said the Debtor may use funds in accordance with the Revised Budget attached to the Status Report filed on August 15, 2022. The funds will be used subject to (i) an upward variance in cost of goods sold proportionate to an increase in sales over budget, and (ii) an aggregate variance of up to 10% on all other budgeted amounts for each four week period. In addition to the expenses set forth in the Budget, the Debtor may pay the fees of the accountant in the amount of $3,200, as approved by separate order of the Court. A copy of the order is available at https://bit.ly/3DrAtdy from PacerMonitor.com. About Swissbakers, Inc. Swissbakers, Inc. is a family-owned European bakery. Swissbakers sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-10357) on March 18, 2022. In the petition signed by Nicolas Stohr, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Janet E. Bostwick oversees the case. Joseph S.U. Bodoff, Esq., at Rubin and Rudman LLP is the Debtor's counsel. TALOS ENERGY: S&P Places 'B-' ICR on CreditWatch Positive --------------------------------------------------------- S&P Global Ratings placed its ratings on U.S.-based offshore oil and gas exploration and production (E&P) company Talos Energy Inc., including its 'B-' issuer credit rating and 'B+' secured issue-level rating, on CreditWatch with positive implications. Talos Energy has announced it will acquire EnVen Energy Corp. for about $1.1 billion, which includes 43.8 million Talos shares, $212.5 million of cash, and the assumption of EnVen's debt. The acquisition would materially increase the scale of the company's operations while enabling it to maintain strong financial measures. S&P said, "The CreditWatch placement reflects the likelihood that that we will raise our rating on Talos--likely by no more than one notch--after the deal closes, assuming the transaction is completed as proposed and there are no substantial changes to our operating assumptions. "The CreditWatch placement reflects the likelihood that we will upgrade Talos following the close of its acquisition of EnVen Energy Corp., which we anticipate will occur around year-end 2022. We expect the combined company will become one of the larger pure-play offshore producers with over 200 million barrels of oil equivalent of proved reserves (about 85% developed) and more than 85,000 barrels of oil equivalent per day of production. We also expect the transaction will be financially accretive for Talos. At the close of the transaction, Talos' shareholders will own roughly 66% of the combined company while EnVen's equity holders will own the remaining 34%. The transaction has been unanimously approved by the boards of directors of both companies but remains subject to the approval of Talos' and EnVen' shareholders, regulatory authorities, and other customary closing conditions. "The CreditWatch placement reflects the likelihood that that we will raise our rating on Talos--likely by no more than one notch--after the deal closes, assuming the transaction is completed as proposed and there are no substantial changes to our operating assumptions." ESG credit indicators: E-4, S-3, G-2 TBC COMPANIES: Wins Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized TBC Companies, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor believes the parties that may have an interest in its accounts receivables are: a. U.S. Small Business Administration, by way of Security Agreement and UCC-1 financing statement number 20200062465J, filed on May 27, 2020 with the North Carolina Secretary of State. b. Mulligan Funding, LLC, by way of Security Agreement and UCC1 financing statement number 20210075433J, filed on June 7, 2021 with the North Carolina Secretary of State. These potentially secured parties have not yet consented to the Debtor's use of cash collateral. The Debtor has already filed a Chapter 11 plan and believes it can wind down its operations, complete all remaining jobs, and offer a significant cash payment to secured and unsecured creditors through liquidation in the Chapter 11 case. The Debtor does not have significant daily expenses and does not intend to use cash collateral for any overhead or salary expenses. However, in order to complete its final jobs and collect the $130,491 in outstanding receivables, the Debtor will be required to purchase some materials and pay some subcontractors. The Debtor contends that amounts on-hand on the Petition Date are not subject to the perfected lien of any creditor and intends to segregate those funds and use them to pay Allowed Administrative Expenses and to pay Allowed Class 3 claims if its Plan is confirmed. The Debtor contends that all amounts it receives after the Petition Date are subject to the secured claims of the SBA and Mulligan and intends to segregate those funds and use them to pay the expenses referred to in the Motion, and then to pay the balance to the Secured Claims pursuant to the terms contained in its Plan if ultimately confirmed. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's receivables to the extent of the use and to the extent that the pre-petition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. In addition, Debtor will make adequate protection payments to the first-position secured creditor. The Debtor's use of cash collateral will expire or terminate on the earlier of: (i) The Debtor ceasing operations of its business; or (ii) The non-compliance or default of the Debtor with any terms and provisions of the Order. The next hearing on the matter is set for October 4, 2022, at 10 a.m. A copy of the motion is available at https://bit.ly/3Ld0eQA from PacerMonitor.com. About TBC Companies, LLC TBC Companies, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-01737) on August 8, 2022. In the petition signed by Joseph Keller, member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Pamela W. McAfee oversees the case. Paul D. Bradford, PLLC is the Debtor's counsel. THIRD FLOOR PROPERTIES: Seeks to Use Cash Collateral ---------------------------------------------------- Third Floor Properties, L.L.C., asks the U.S. Bankruptcy Court for the Western District of Louisiana, Lake Charles Division, for authority to use cash collateral on an emergency basis and provide adequate protection. The Debtor's assets include certain immovable and movable assets; it believes these assets are subject to liens. The Debtor also believes it will retain two of its properties and their contents, and suggests that the same are subject to liens in favor of Ouachita Valley Federal Credit Union and Commercial Capital Bank. Prior to the bankruptcy filing, Ouachita Valley Federal Credit Union and Commercial Capital Bank were in possession of appraisals of the Debtor's assets reflecting that there is no equity in their collateral. The Debtor anticipates the collateral of Ouachita Valley Federal Credit Union and Commercial Capital Bank has a fair market value greatly less than the amount of their claims. The Debtor also believes the debt owed secured by the first mortgage to Ouachita Valley Federal Credit Union is in the approximate amount of $300,000, and the claim of Commercial Capital Bank is in the approximate amount of $2,100,000. The Debtor believes there may be inferior liens on the properties as set forth in the mortgage records. These liens are fully unsecured under applicable law [11 U.S.C. section 506(b)], since there is no equity in excess of the first liens. Ouachita Valley Federal Credit Union claims a first ranking security interest in some of the Debtor's immovable assets as the result of a Multiple Indebtedness Mortgage dated September 27, 2018, and filed and recorded October 2, 2018, at Mortgage Book 3714, Page 502, of the records of Ouachita Parish, Louisiana. Commercial Capital Bank claims a first ranking security interest in some of the Debtor's immovable assets as the result of a Multiple Indebtedness Mortgage dated June 22, 2020, filed and recorded June 24, 2020, at Mortgage Book 3888, Page 411, of the records of Ouachita Parish, Louisiana. The Debtor proposes to pay Ouachita Valley Federal Credit Union $7,500 per month and Commercial Capital Bank $550 per month as adequate protection payments, in accordance with applicable law. A copy of the Debtor's motion is available at https://bit.ly/3RNaaTq from PacerMonitor.com. About Third Floor Properties, L.L.C. Third Floor Properties, L.L.C. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bakr. W.D. La. Case No. 22-20303) on September 9, 2022. In the petition signed by Jason A. Thomas, managing member, the Debtor disclosed $2,453,000 in assets and $4,129,105 in liabilities. Judge John W. Kolwe oversees the case. Thomas R. Willson, Esq., at Thomas R. Willson, is the Debtor's counsel. TORY BURCH: Moody's Affirms 'Ba3' CFR & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service changed the outlook for Tory Burch LLC to stable from positive. Concurrently, Moody's affirmed the company's Ba3 corporate family rating, Ba3-PD probability of default rating and Ba2 senior secured bank credit facility rating. The change in outlook to stable from positive reflects the recent declines in operating performance and Moody's expectation that credit metrics are unlikely to improve over the next 12-18 months as previously expected due to inflationary pressures, a potential slowdown in demand and increased promotional activity in the sector. The ratings affirmation reflects Moody's expectation that credit metrics will remain solid over the next 12-18 months despite the more challenging operating environment, supported by the normalization of inventory flow and freight costs and the relative resilience of the company's higher income demographic. Moody's took the following rating actions for Tory Burch LLC: Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Secured 1st Lien Revolving Credit Facility, Affirmed Ba2 (LGD3) Senior Secured 1st Lien Term Loan, Affirmed Ba2 (LGD3) Outlook, Changed to Stable from Positive RATINGS RATIONALE Tory Burch's Ba3 CFR reflects its recognized brand, global presence and diversified sales channels with a well-developed digital business, balanced store footprint and wholesale distribution. Following strong growth coming out of the pandemic, in Q3 2021-Q2 2022 earnings declined as a result of elevated freight costs, product delays, lapping stimulus-driven increases in US spending, coronavirus-related lockdowns in China, and higher marketing expenses, partly offset by price increases and brand elevation initiatives. Moody's expects modest earnings growth over the next 12-18 months, mainly driven by Q4 2022 as the company anniversaries the impact of high freight costs and product delays in 2021. Leverage is projected to decline modestly to the mid-to high 3x Moody's-adjusted debt/EBITDA from 4x as of July 2, 2022, and EBIT/interest expense to decline to low 2x from 2.6x reflecting higher interest rates. The company has a good liquidity profile, including modestly positive free cash flow, no material revolver reliance, only springing financial maintenance covenants in its capital structure and a lack of near-term debt maturities. The credit profile also incorporates governance considerations, including the company's balanced financial strategies, including the maintenance of moderate leverage and solid liquidity. The company is controlled by Tory Burch and private equity firms that support a lower level of leverage and have longer investment horizons than typical financial sponsors. The rating is constrained by Tory Burch's relatively small scale and high fashion risk as a single-brand company in the highly competitive handbag, footwear and apparel category. The company also has a limited history at this scale, and, although it has invested in building talent, the brand is tied to its founder, creating material key woman risk. While significant investments have been made in infrastructure over the past several years, in Moody's view material further build out of omnichannel and global capabilities is needed to support the company's growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Tory Burch increases its scale, enabling better leveraging of fixed costs that would bring its margins closer to its larger peers. An upgrade would also require consistent revenue and earnings, very good liquidity and a balanced financial strategy. Quantitatively, an upgrade would require debt/EBITDA sustained below 3.25 times and EBIT/interest expense above 3.5 times. The ratings could be downgraded if operating performance or liquidity deteriorate or if the company undertakes more aggressive financial strategies. Quantitatively, the ratings could be downgraded if debt/EBITDA is sustained above 4.25 times or EBIT/interest expense is below 2.5 times. Headquartered in New York, New York, Tory Burch LLC is a designer and retailer of luxury women's handbags, small leather goods, footwear, apparel and accessories. The company's products are sold through its e-commerce operations, retail stores and wholesale partners. Revenue for the twelve months ended July 2, 2022 was approximately $1.7 billion. The principal methodology used in these ratings was Retail published in November 2021. VOYAGER DIGITAL: Kilpatrick Townsend Represents Equity Holders -------------------------------------------------------------- In the Chapter 11 cases of Voyager Digital Holdings, Inc., et al., the law firm of Kilpatrick Townsend & Stockton LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Ad Hoc Group of Equity Interest Holders. As of Sept. 19, 2022, members of the Ad Hoc Group of Equity Interest Holders and their disclosable economic interests are: STEPHEN TALLEY * VDL Shares: 538,809 * Economic interests: Certain interests arising from status as a proposed class member in the class action, De Sousa v. Voyager Digital Ltd. et al., Ontario Superior Court of Justice File No. CV-22-683699-00CP. RYAN VICE * VDL Shares: 148,249 * Economic interests: Certain interests arising from status as a proposed class member in the class action, De Sousa v. Voyager Digital Ltd. et al., Ontario Superior Court of Justice File No. CV-22-683699-00CP. FRANCINE DE SOUSA * VDL Shares: 13,000 * Economic interests: Certain interests arising from status as lead plaintiff in the class action, De Sousa v. Voyager Digital Ltd. et al., Ontario Superior Court of Justice File No. CV-22- 683699-00CP. DHESAKA JAYASURIYA * VDL Shares: 1,983 * Economic interests: Certain interests arising from status as a proposed class member in the class action, De Sousa v. Voyager Digital Ltd. et al., Ontario Superior Court of Justice File No. CV-22-683699-00CP. MICHEL LASSONDE * VDL Shares: 3,000 * Economic interests: Certain interests arising from status as a proposed class member in the class action, De Sousa v. Voyager Digital Ltd. et al., Ontario Superior Court of Justice File No. CV-22-683699-00CP. The addresses and contact information for all members of the Ad Hoc Group of Equity Interest Holders are provided as c/o Kilpatrick Townsend & Stockton LLP, Attn: David M. Posner, The Grace Building, 1114 Avenue of the Americas, New York, NY 10036 and the email address for each member is listed as dposner@kilpatricktownsend.com. On or about September 19, 2022, AHG retained Kilpatrick Townsend and Dundon Advisers, LLC in connection with the above-captioned Chapter 11 Cases. Should additional members join the AHG, Kilpatrick Townsend will file additional Statements as necessary to comply with Bankruptcy Rule 2019. Each member of the AHG has consented to Kilpatrick Townsend's representation of the group. Kilpatrick Townsend does not represent any member of the AHG in its individual capacity. Furthermore, upon information and belief formed after due inquiry, Kilpatrick Townsend has no independent claims against or equity interests in VDL or its affiliated debtor entities. Counsel of the Ad Hoc Group of Equity Interest Holders can be reached at: KILPATRICK TOWNSEND & STOCKTON LLP David M. Posner, Esq. Kelly E. Moynihan, Esq. The Grace Building 1114 Avenue of the Americas New York, NY 10036 Telephone: (212) 775-8700 Facsimile: (212) 775-8800 E-mail: dposner@kilpatricktownsend.com kmoynihan@kilpatricktownsend.com - and – KILPATRICK TOWNSEND & STOCKTON LLP Paul M. Rosenblatt, Esq. 1100 Peachtree Street NE, Suite 2800 Atlanta, GA 30309 Telephone: (404) 815-6500 Facsimile: (404) 815-6555 E-mail: prosenblatt@kilpatricktownsend.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3LExbFI About Voyager Digital Holdings 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 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, Voyager Digital Holdings listed $1 billion to $10 billion in both assets and liabilities. The Debtors tapped Kirkland & Ellis as general bankruptcy counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Consuelo Group as strategic financial advisor. Stretto, Inc. is the claims agent. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases on July 19, 2022. The committee tapped McDermott Will & Emery, LLP as bankruptcy counsel; Cassels Brock & Blackwell, LLP as Canadian counsel; and FTI Consulting, Inc. as financial advisor. WELD NORTH EDUCATION: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Weld North Education LLC (d/b/a Imagine Learning) to 'B' from 'B-'. The outlook is stable. S&P also raised its issue-level rating on the company's first-lien debt to 'B' from 'B-'. The '3' recovery rating is unchanged. S&P said, "Our stable outlook reflects our expectation that the company will achieve revenue growth of about 10% driven by increasing adoption of digital educational content and maintain leverage below 6x, despite expected moderate margin compression. We also project free operating cash flow (FOCF) to debt in the midteens percentage area over the next 12 months." The upgrade reflects the decline in Weld North's S&P Global Ratings-adjusted leverage to the low-5x area as of June 2022, down from 7.2x last March. The company, which has rebranded to Imagine Learning as of January 2022, reported strong revenue growth of 40% in 2021 with the acceleration of digital curriculum adoption across K-12 education in the U.S. Organic revenue growth was 31%, excluding contribution from the StudySync and Twig acquisitions. The company's performance has benefitted from a number of post-pandemic trends in education, including increasing device penetration, digitization at school, and growing adoption of hybrid remote learning methods. S&P said, "We project revenue growth to slow to about 10% in 2022 and longer-term organic growth will settle in the low- to mid-single-digit percentage area as the education landscape normalizes and the shorter-term tailwinds from the pandemic response abate. Despite this slowdown, we expect stable operating performance will allow further deleveraging down to about the mid-4x area by the end of 2024, absent any large debt-funded mergers and acquisitions (M&A) or more aggressive capital returns to shareholders. We also expect the company to generate robust free cash flow over the next 12 months, sustaining FOCF to debt upward of 15%, with additional liquidity support from its undrawn $75 million revolver." S&P Global Ratings-adjusted EBITDA margins were 27% in 12 months ended June 30, 2022, up from 24% in 2020, primarily as the company grew its scale and realized cost synergies from acquisitions, with additional benefit from some costs temporarily scaled back during the pandemic such as corporate travel and marketing events. Year-to-date margins declined slightly from 28% in 2021 as these costs began to return and we expect them to decline further to 26% for the full year, with return to pre-pandemic level spend, as well as product investments in the core curriculum segment. Additionally, S&P notes that over the longer term, Imagine Learning may see pressures on profitability as it expands its lower-margin businesses including instructional services and core curriculum, which has a print portion that requires physical delivery. S&P said, "The stable outlook on Weld North Education reflects our view that the company will grow revenues about 10% in 2022 through healthy demand for digital educational products. We expect some margin compression with S&P Global Ratings-adjusted EBITDA margins declining to about 26%, but expect S&P Global Ratings-adjusted leverage to remain in the low-5x area through 2023." S&P could lower its rating on Weld North if: -- S&P believes leverage is likely to remain over the mid-6x area for a sustained period, as the result of competitive pressures leading to market share loss, weaker-than-expected revenue growth, further deterioration in profitability, or debt-funded acquisitions or shareholder returns; or -- The company is unable to generate positive free operating cash flow or maintain adequate liquidity on a sustainable basis. Although unlikely over the next 12 months due to leverage exceeding 5x, S&P would consider an upgrade if: -- Weld North maintains consistent revenue growth, further expands its EBITDA margins, and grows free cash flow while sustaining leverage under 5x; or -- The company reduces its financial sponsor-ownership or commits to a financial policy that maintains leverage under 5x. ESG credit indicators: E-2, S-2, G-3 S&PS aid, "Governance factors are a moderately negative consideration in our credit rating analysis of the company, as is the case for most rated entities owned by private-equity sponsors. We believe Weld North Education LLC's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." WIRELESS SYSTEMS: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Wireless Systems Solutions LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor needs to use cash collateral to pay ordinary operating expenses as reflected on its proposed budget. The Debtor has represented that a UCC search at the North Carolina Secretary of State's web portal revealed these UCC-1 filings, which may reflect perfected liens on the cash collateral: a. File # 20200123929A recorded August 10, 2020, in favor of the U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203; b. File # 20200171957F recorded November 19, 2020, in favor of CIT Bank, N.A., 10201 Centurion Parkway North, Suite 100, Jacksonville, FL 32256; c. File # 20210022796B recorded February 24, 2021, in favor of CIT Bank, N.A., 10201 Centurion Parkway North, Suite 100, Jacksonville, FL 32256; and d. File # 20210126133B recorded September 16, 2021, in favor of Corporation Service Company, as representative, PO Box 2576, Springfield, IL 62708. The SBA and the Bankruptcy Administrator have agreed to the Debtor's interim use of cash collateral. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's cash and inventory to the extent of the use and to the extent that the pre-petition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. The Debtor's use of cash collateral will expire or terminate on the earlier of: (i) the Debtor ceasing operations of its business; or (ii) the non-compliance or default of the Debtor with any terms and provisions of the Order. The next hearing on the interim use of cash collateral is scheduled for September 29, 2022, at 10 a.m. via Zoom. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3ePlqjm from PacerMonitor.com. The Debtor projects $91,705 in total expenses for the period from September 11 to October 10, 2022. About Wireless Systems Solutions LLC Wireless Systems Solutions LLC is a North Carolina Limited Liability Company formed in 2015 with a principal offices and assets in Cary, North Carolina, and Morrisville, North Carolina. WSS is a designer and developer of multi-standard, frequency band agnostic, cellular network solutions that leverage its expertise in cellular and wireless communications technology at large. WSS is able to offer a portfolio of products and platforms suitable for multiple markets including defense, first-responders, utilities, telcos, and general network infrastructure solutions. WSS sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-00513) on March 9, 2022. In the petition signed by Susan Gross, vice president, the Debtor disclosed up to $10 million in assets and up to $10 billion in liabilities. Judge Joseph N. Callaway oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC is the Debtor's counsel. [^] BOND PRICING: For the Week from September 19 to 23, 2022 ------------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Aflac Inc AFL 3.625 99.103 11/15/2024 Aflac Inc AFL 3.250 96.683 3/17/2025 Ahern Rentals Inc AHEREN 7.375 75.871 5/15/2023 Ahern Rentals Inc AHEREN 7.375 76.882 5/15/2023 Air Methods Corp AIRM 8.000 51.765 5/15/2025 Air Methods Corp AIRM 8.000 51.733 5/15/2025 American International Group Inc AIG 3.750 96.543 07/10/2025 Audacy Capital Corp CBSR 6.500 23.273 05/01/2027 Audacy Capital Corp CBSR 6.750 21.692 3/31/2029 Audacy Capital Corp CBSR 6.750 22.381 3/31/2029 Avaya Holdings Corp AVYA 2.250 44.375 6/15/2023 BPZ Resources Inc BPZR 6.500 3.017 03/01/2049 Basic Energy Services BASX 10.750 8.000 10/15/2023 Basic Energy Services BASX 10.750 6.002 10/15/2023 Bed Bath & Beyond Inc BBBY 3.749 35.606 08/01/2024 Buckeye Partners LP BPL 6.375 80.918 1/22/2078 Buffalo Thunder Development Authority BUFLO 11.000 54.919 12/09/2022 Citrix Systems Inc CTXS 3.300 98.450 03/01/2030 Citrix Systems Inc CTXS 1.250 99.798 03/01/2026 Clovis Oncology Inc CLVS 4.500 56.975 08/01/2024 Coterra Energy Inc CTRA 4.375 99.034 06/01/2024 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 17.739 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 7.256 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 7.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 19.089 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 8.016 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 7.341 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 18.072 8/15/2026 Diebold Nixdorf Inc DBD 8.500 57.092 4/15/2024 EnLink Midstream Partners LP ENLK 6.000 78.250 N/A Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Transfer LP ET 6.250 83.250 N/A Envision Healthcare EVHC 8.750 32.093 10/15/2026 Envision Healthcare EVHC 8.750 32.960 10/15/2026 Exela Intermediate LLC / Exela Finance EXLINT 11.500 28.918 7/15/2026 Exela Intermediate LLC / Exela Finance EXLINT 10.000 65.862 7/15/2023 Exela Intermediate LLC / Exela Finance EXLINT 11.500 31.624 7/15/2026 Exela Intermediate LLC / Exela Finance EXLINT 10.000 65.862 7/15/2023 Federal Home Loan Banks FHLB 0.070 99.813 9/28/2022 Federal Home Loan Mortgage Corp FHLMC 4.000 99.424 6/28/2024 GNC Holdings Inc GNC 1.500 0.940 8/15/2020 GTT Communications Inc GTTN 7.875 7.717 12/31/2024 GTT Communications Inc GTTN 7.875 8.125 12/31/2024 Goldman Sachs Group GS 5.000 95.150 N/A Halliburton Co HAL 3.500 99.511 08/01/2023 Hyatt Hotels Corp H 3.153 99.612 10/01/2023 ION Geophysical Corp IO 8.000 31.731 12/15/2025 JPMorgan Chase & Co JPM 4.625 95.498 N/A Lannett Co Inc LCI 7.750 32.831 4/15/2026 Lannett Co Inc LCI 4.500 29.398 10/01/2026 Lannett Co Inc LCI 7.750 33.265 4/15/2026 MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023 MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023 MAI Holdings Inc MAIHLD 9.500 30.000 06/01/2023 MBIA Insurance Corp MBI 13.772 11.263 1/15/2033 MBIA Insurance Corp MBI 13.772 11.263 1/15/2033 Macy's Retail Holdings M 6.700 85.659 7/15/2034 Macy's Retail Holdings M 6.700 85.659 7/15/2034 Meritor Inc MTOR 4.500 101.401 12/15/2028 Metropolitan Opera Association Inc THEMET 3.128 99.553 10/01/2022 Morgan Stanley MS 1.800 72.020 8/27/2036 National CineMedia LLC NATCIN 5.750 22.189 8/15/2026 Nissan Motor Acceptance Co LLC NSANY 2.600 99.914 9/28/2022 Nissan Motor Acceptance Co LLC NSANY 2.924 99.997 9/28/2022 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings Inc PRTY 6.125 70.453 8/15/2023 Party City Holdings Inc PRTY 6.125 70.453 8/15/2023 Plains All American Pipeline LP PAA 6.125 82.720 N/A Renco Metals Inc RENCO 11.500 24.875 07/01/2003 Revlon Consumer Products Corp REV 6.250 17.875 08/01/2024 Rolta LLC RLTAIN 10.750 1.283 5/16/2018 RumbleON Inc RMBL 6.750 51.995 01/01/2025 Sears Holdings Corp SHLD 8.000 1.253 12/15/2019 Sears Holdings Corp SHLD 6.625 5.750 10/15/2018 Sears Holdings Corp SHLD 6.625 6.430 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 1.500 10/15/2027 Sears Roebuck Acceptance Corp SHLD 7.000 1.267 06/01/2032 Sears Roebuck Acceptance Corp SHLD 6.500 2.000 12/01/2028 Sears Roebuck Acceptance Corp SHLD 6.750 1.938 1/15/2028 Shift Technologies Inc SFT 4.750 26.919 5/15/2026 TPC Group Inc TPCG 10.500 54.030 08/01/2024 TPC Group Inc TPCG 10.500 53.500 08/01/2024 TerraVia Holdings Inc TVIA 5.000 4.644 10/01/2019 UpHealth Inc UPH 6.250 31.500 6/15/2026 Wesco Aircraft Holdings WAIR 8.500 50.623 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 32.931 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 54.036 11/15/2024 Western Asset Mortgage Capital Corp WMC 6.750 99.875 10/01/2022 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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