/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220927.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 27, 2022, Vol. 26, No. 269 Headlines 129 N WALNUT STREET: Taps Terenzi & Confusione as Special Counsel 36TH STREET: Asset Sale Proceeds to Fund Plan Payments 36th STREET: Seeks to Hire Morrison Tenenbaum as Legal Counsel 99 BELMONT: LFC Files Amendment to Disclosure Statement ADAMIS PHARMACEUTICALS: Registers for Sale 13.8M Common Shares AGWAY FARM: Bids for Intangible Assets Due on October 10 ALLIANCE HOSPITALITY: Voluntary Chapter 11 Case Summary ALTERA INFRASTRUCTURE: Nov. 4 Claims Filing Deadline Set ALTERRA MOUNTAIN: Moody's Raises CFR to 'B1', Outlook Stable AME ZION: Trustee Taps ArentFox Schiff as Litigation Counsel AMERICAN SEAFOODS: Moody's Withdraws 'B2' CFR on Debt Repayment APPLIED DNA: All Four Proposals Passed at Annual Meeting ARA MACAO: EBI Amends Unsecured Claims Pay Details ATHLETICO HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B' ICR BAYOU CYPRESS: Has Interim OK to Use Cash Collateral BELLE MEADE: Gets OK to Hire Scott Alan Orth as Bankruptcy Counsel BLERIOT US: Moody's Rates New $85MM Incremental 1st Lien Loan 'B2' BRISTOL PROPERTIES: Oct. 27 Plan & Disclosure Hearing Set CALAMP CORP: Incurs $7.5 Million Net Loss in Second Quarter CAMMAND MACHINING: Gets OK to Hire Louis Elkus as Accountant CARVANA CO: Unit Extends $2.2 Billion Credit Facility Until 2023 CITE LLC: Trustee Taps Powell Junia PC as Special Counsel CITIUS PHARMACEUTICALS: Collaborates With PITT on Tumor Treatment CITY BREWING: Moody's Lowers CFR to 'B3', Outlook Negative CLEAN ENERGY: Issues $300K Convertible Note to Mast Hill CONCRETE PUMPING: Moody's Hikes CFR to B1, Outlook Remains Stable CUREPOINT LLC: U.S. Trustee Seeks Appointment of Bankruptcy Trustee DYNAMETAL TECHNOLOGIES: Wins Cash Collateral Access EDGEWORX: Hilco Streambank Soliciting Offers for Darcy.AI EMPIRE SPORTS: Seeks Approval to Hire Bankruptcy Counsel ENDO INT'L: Future Claimants' Rep Taps Ducera as Investment Banker ENDO INT'L: Future Claimants' Rep Taps Frankel Wyron as Counsel ENDO INT'L: Future Claimants' Rep Taps Young Conaway as Counsel ENERGY VENTURES: Moody's Puts 'B3' CFR on Review for Upgrade EYE INNOVATIONS: Seeks to Hire Joseph Robertson as Bookkeeper EYP GROUP: Amends Classes A to A1 Claims Pay Details FAIRMONT ORTHOPEDICS: Wins Cash Collateral Access Thru Nov 18 FIRST TO THE FINISH: Wins Cash Collateral Access Thru Oct 10 GALAXY NEXT: Narrows Net Loss to $6.3 Million in FY Ended June 30 GAUCHO GROUP: Enters Into Exchange Agreement With Noteholders GRAFTECH INTERNATIONAL: S&P Places 'BB-' ICR on Watch Negative GT REAL ESTATE: Mascaro/Barton Malow Now Backing Plan GULF COAST: Unsecured Creditors to be Paid in Full in 36 Months HELIUS MEDICAL: Falls Short of Nasdaq Minimum Bid Price Rule INDIAN CANYON: Seeks to Hire Reid & Hellyer as Legal Counsel INPIXON: To Cut Global Workforce by 20% to Save Cost ISABEL ENTERPRISES: Unsecureds to Get Paid via Periodic Installment ISAGENIX INT'L: Moody's Cuts CFR to 'C', Outlook Negative KDC/ONE DEVELOPMENT: Moody's Alters Outlook on 'B3' CFR to Positive KING MOUNTAIN: Court Confirms Second Modified Plan LOUISIANA HIGHWAY: Amends Secured Claims Pay Details LTL MANAGEMENT: J&J Suits Strategy Questioned by Appeals Court MACON & HARDWARE: Seeks Cash Collateral Access MADISON SQUARE BOYS: Has $11M Financing From SummitBridge MARINER CENTRAL: Parkview Nursing Facility Enters Chapter 11 MARINER HEALTH: Sept. 30 Deadline Set for Panel Questionnaires MARTINEZ QUALITY: Wins Cash Collateral Access Thru Oct 14 NASDI LLC: Litigation Proceeds to Fund Pot Plan Payments NATIONAL CAMPUS: S&P Alters Outlook to Stable, Affirms 'B' LT ICR NEUMEDICINES INC: Court Confirms Third Amended Plan NICAS GROUP CAPITAL: Starts Subchapter V Case NSM TOP: S&P Lowers Issuer Credit Rating to 'B-', Outlook Stable NUVO TOWER: Claims Will be Paid from Property Sale/Refinance NUZEE INC: Falls Short of Nasdaq Bid Price Requirement OAKVIEW FARMS: Claims Will be Paid from the Plan Sponsor OPTION CARE: S&P Alters Outlook to Positive, Affirms 'B+' ICR PAR PETROLEUM: S&P Upgrades ICR to 'B+', Outlook Stable PARAMOUNT ROOFING: Net Disposable Income to Fund Plan PBF ENERGY: Egan-Jones Upgrades Senior Unsecured Ratings to B PEAK THEORY: Taps CFO Solutions as Accountant, Financial Advisor PELLETIER MANAGEMENT: Seeks to Tap Coolidge Wall Co. as Counsel PENNSYLVANIA ECONOMIC: Fitch Affirms 'BB-' on $112MM Parking Bonds PLUS THERAPEUTICS: Executes $17.6 Million Award Contract With CPRIT RELMADA THERAPEUTICS: Swaps Pre-funded Warrants for 1.45M Shares RENNOVA HEALTH: Has 15.1B Common Shares Outstanding as of Sept. 22 ROSAMOND 5 PROPERTIES: Case Summary & Nine Unsecured Creditors ROYAL CARIBBEAN: S&P Rates New $1BB Senior Secured Notes 'BB-' RUNNER BUYER: Moody's Cuts CFR to B3 & Alters Outlook to Negative SILVER STATE: Amended Disclosure Statement Due Sept. 27 SIRVA INC: S&P Upgrades ICR to 'B-' on Improved Liquidity SKY INN: Plan Pays in Full All Classes of Creditors SOTERA HEALTH: S&P Alters Outlook to Negative, Affirms 'BB-' ICR SOUTH TRAIL: Unsecureds to Get Share of Net Cash Flow for 36 Months TALOS PRODUCTION: EnVen Transaction No Impact on Moody's B2 CFR TPC GROUP: Unsecureds to Recover Up to 5% of Claims in Plan TRIPOD HOLDINGS: Plan to Pay 100% of Claims in 5 Years TWO'S COMPANY: Court Confirms Second Amended Plan VICTORIA TOWERS: Sanford Files Liquidating Plan VIRGINIA TRUE: Diatomite Says No Substantive Objections to DS VPR BRANDS: Secures $100K in Funding From CEO WHEEL PROS: Moody's Cuts CFR to 'Caa1', Outlook Remains Negative WHEEL PROS: S&P Downgrades ICR to 'CCC+' on Constrained Liquidity XPERI HOLDING: S&P Places 'BB-' ICR on CreditWatch Negative [*] Alter-Nelson Joins Latham's Commercial Litigation Practice [*] Colorado Bankruptcies Declined 5.7% in August 2022 [*] Sklar Kirsh Named to Journal's Most Admired Law Firms List [*] Three New Partners Join Raines Feldman's Bankruptcy Practice [^] Large Companies with Insolvent Balance Sheet ********* 129 N WALNUT STREET: Taps Terenzi & Confusione as Special Counsel ----------------------------------------------------------------- 129 N Walnut Street, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Terenzi & Confusione, PC as special counsel. The Debtor needs a special counsel to provide legal services in connection with an adversary proceeding to clear title on its property. The firm will be compensated by Old Republic National Title Insurance Company and no compensation will be sought from the Debtor's estate. The Debtor maintained title insurance relating to its property with Old Republic. Ronald Terenzi, Esq., a partner at Terenzi & Confusione, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ronald M. Terenzi, Esq. Terenzi & Confusione, PC 401 Franklin Avenue, Suite 304 Garden City, NY 11530 Telephone: (516) 812-0800 Facsimile: (516) 812-0806 About 129 N Walnut Street 129 N Walnut Street, LLC is a Brooklyn, N.Y.-based company engaged in activities related to real estate. 129 N Walnut Street sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42104) on Sept. 2, 2022. In the petition signed by Samuel Rosenbaum, managing member, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Isaac Nutovic, Esq., at the Law Offices of Isaac Nutovic as bankruptcy counsel and Ronald M. Terenzi, Esq., at Terenzi & Confusione, PC as special counsel. 36TH STREET: Asset Sale Proceeds to Fund Plan Payments ------------------------------------------------------ Wilmington Trust, National Association, as Trustee for the Benefit of the Registered Holders of UBS Commercial Mortgage Trust 2019 C17, Commercial Mortgage Pass-Through Certificates, Series 2019 C17 (the "Secured Noteholder"), a secured creditor in these Chapter 11 cases, 36th Street Property Inc. (the "Owner Debtor") and HR 442 Corp. (the "Operator Debtor") submitted a Disclosure Statement concerning Joint Chapter 11 Liquidating Plan for the Debtors dated September 20, 2022. The Owner Debtor is the owner of the real property and improvements located at 442 West 36th Street, New York, New York (the "Property"). The Operator Debtor operates an independent, non-flagged hotel located at the Property, which is known as the Hudson River Hotel (the "Hotel"). The Hotel is a fifteen story, 56 room limited service hotel which is located on the west side of Manhattan, near the Lincoln Tunnel. The Debtors are sister corporations, which are wholly owned by Ae Sook Choi. On January 12, 2022, the Secured Noteholder commenced a foreclosure action (the "Foreclosure Action") against the Debtors and others before the United States District Court for the Southern District of New York (the "District Court") (Case No. 1:22-cv-00302302). As a result of such inspection, Janus closed the Hotel. It is estimated that the cost of repairing the central fire alarm monitoring system and remediating the mold at the Property may exceed $120,000. The Debtors assert that they have begun remediation of the issues raised by Janus. Additional work is continuing. On March 22, 2022, the Debtors filed their Chapter 11 bankruptcy petitions with the Court. By order, dated April 25, 2022, the Debtors' bankruptcy cases are being jointly administered for procedural purposes only. As a result of the Debtors' bankruptcy filings. Janus returned possession, custody and control over the Property and Hotel to the Debtor as required by Bankruptcy Code § 543. The Debtors then re-opened the Hotel. On July 7, 2022, the Debtors filed a motion with the Bankruptcy Court requesting court approval of the Original Settlement Stipulation pursuant to Bankruptcy Rule 9019. Subsequent to the filing of such motion, counsel for the Debtors, the Secured Noteholder and United States Trustee engaged in discussions concerning the provisions of the Original Settlement Stipulation regarding the appointment of a Chief Restructuring Officer. These discussions resulted in the filing of an amended settlement stipulation (the "Amended Settlement Stipulation"), which removed the provisions of the Original Settlement Stipulation which provided for the appointment of a chief restructuring officer and replaced those provisions with language providing instead for the appointment of Michal Nonosky of Janus as the Debtor's manager (the "Manager"), and the Manager's retention of Janus as managing agent. Following a September 21, 2022 hearing, the Bankruptcy Court granted the Settlement Motion, and on August 8, 2022 entered an order (the "Approval Order") approving the Amended Settlement Motion, with a modification relating to the treatment of potential claims filed against the Debtors' bankruptcy estates by persons or entities that are affiliated with the Debtors. The Plan provides for an auction sale of the Property on or about December 15, 2022. The proceeds of the Sale will be distributed to creditors pursuant to their relative priorities under the Bankruptcy Code and applicable state law. To the extent there are insufficient sale proceeds to pay creditors, the Secured Noteholder has agreed to fund certain reserves to ensure: (i) the payment of Administrative Claims and Priority Claims in full; (ii) a distribution to holders of General Unsecured Claims against the Owner Debtor; and (iii) a distribution to holders of General Unsecured Claims against the Operator Debtor. The Class 9 Claim consist of the General Unsecured Claims against the Owner Debtor. Under the Plan, On the Claim Resolution Date, the Disbursing Agent shall pay the remaining proceeds, if any, from the Sale which are allocable to the Real Property after the payments made pursuant to §§ 2.1, 2.2, 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 and 5.8 of the Plan, to the holders of the Class 9 Claims on a pro-rata basis up to 100% of their Allowed Claims. The Class 9 Claims are impaired and are entitled to vote on the Plan. The Debtors estimate that the amount of the Allowed Class 9 Claims including the estimated deficiency claims of Class 6 Claims, Class 7 Claims and Class 8 Claims, but not including any deficiency claim of the Secured Noteholder are approximately $20,000.00. The amount of distribution on the Class 9 Claims is dependent upon the Purchase Price of the Sale Assets and cannot be estimated at this time. However, it is estimated that in the event that the Sale of the Sale Assets is insufficient to generate funds to pay Allowed Class 9 Claims, the holders of Allowed Class 9 Claims will receive an approximately 5% distribution from the Owner Debtor Unsecured Creditor Reserve, taking into account the Secured Noteholder's agreement not to accept a distribution from the Owner Debtor Unsecured Creditor Reserve. The Class 10 Interests consist of the Interests in the Owner Debtor. Under the Plan, on the Effective Date, the Disbursing Agent shall pay any remaining proceeds, if any, from the Sale of the Property allocable to the Real Property after the payments made pursuant to §§ 2.1, 2.2, 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 of the Plan to the holder of the Allowed Class 10 Interests. The Interests in the Owner Debtor shall also be cancelled on the Effective Date. The Class 10 Interests are impaired and entitled to vote on the Plan. The amount of distribution on the Class 10 Interests, if any, is dependent upon the Purchase Price of the Sale Assets, and cannot be estimated at this time. The Class 16 Claim consist of the General Unsecured Claims against the Operator Debtor. Under the Plan, on the Claim Resolution Date, the Disbursing Agent shall pay the proceeds from the Sale allocable to the Personal Property, if any, remaining after the payments made pursuant to §§ 2.1, 2.2, 5.1, 5.2, 5.3, 5.4, 5.5, 5.11, 5.12, 5.13, 5.14 and 5.15 of the Plan to the holders of the Class 16 Claims on a pro-rata basis up to 100% of their Allowed Claims; provided however, that if the amount of proceeds from the Sale of the Property allocable to the Personal Property are insufficient to pay the Class 16 Claims in full, then no later than 10 Business Days after the Claim Resolution Date, the Disbursing Agent shall pay a pro-rata share of the funds in the Operator Unsecured Claim Reserve to the holders of the Allowed Class 16 Claims, provided that the total amount of distribution to holders of Allowed Class 16 Claims shall not exceed 100% of their Allowed Claims. The Class 16 Claims are impaired and are entitled to vote on the Plan. The Debtors estimate that the amount of the Allowed Class 16 Claims not including any deficiency claim of the Secured Noteholder are approximately $740,000.00 including the estimated deficiency claims of Class 12 Claims, Class 13 Claims, Class 14 Claims and Class 15 Claims, but not including any deficiency claim of the Secured Noteholder. The amount of distribution on the Class 16 Claims is dependent upon the Purchase Price of the Sale Assets and cannot be estimated at this time. However, it is estimated that in the event that the Sale of the Sale Assets is insufficient to generate funds to pay Allowed Class 16 Claims, the funds in the Owner Unsecured Claim Reserve will generate a distribution of approximately 5.0% on Class 16 Claims, taking into account the Secured Noteholder's agreement not to accept a distribution from the Operator Debtor Unsecured Creditor Reserve. The Class 17 Interests consist of the Interests in the Operator Debtor. Under the Plan, on the Effective Date, the Disbursing Agent shall pay the proceeds from the Sale allocable to the Personal Property, if any, remaining after the payments made pursuant to made pursuant to §§ 2.1, 2.2, 5.1, 5.2, 5.3, 5.4, 5.5, 5.11, 5.12, 5.13, 5.14, 5.15 and 5.16 to the holder of the Allowed Class 17 Interests. The Interests in the Operator Debtor shall also be cancelled on the Effective Date. The Class 17 Interests are impaired and entitled to vote on the Plan. The amount of distribution on the Class 17 Interests, if any, is dependent upon the Purchase Price of the Sale Assets, and cannot be estimated at this time. The funds required for the confirmation and performance of this Plan shall be provided from: (i) the proceeds from the Sale of the Sale Assets pursuant to the Auction; (ii) the Cash Collateral; (iii) the Secured Noteholder Reserves; and (iv) any amounts required to be funded by the Secured Noteholder under the Plan. The Disbursing Agent will cause the Real Property and Personal Property excluding Chapter 5 Claims (the "Sale Assets") to be sold at a public auction to be held at 10:00 a.m. on or about December 15, 2022 (the "Auction Date") at the offices of Holland & Knight LLP, 31 West 52nd Street, New York, New York 10019 (the "Auction Location"); provided however, that the Secured Noteholder may require the Auction to be conducted virtually by providing written notice to all Qualified Bidders no later than two business days prior to the Auction Date. A full-text copy of the Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3UQ6rXc from PacerMonitor.com at no charge. Attorneys for the Secured Noteholder: HOLLAND & KNIGHT LLP 900 Third Avenue New York, New York 10022 (212)751-3001 bruce.zabarauskas@hklaw.com Bruce J. Zabarauskas (BZ-7085) Attorneys for the Debtors: MORRISON TENENBAUM, PLLC 87 Walker St. New York, New York 10013 rd@morr-law.com Robert Dakis About 36th Street Property Inc. 36th Street Property Inc. is primarily engaged in renting and leasing real estate properties. 36th Street Property sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40563) on March 22, 2022. In the petition signed by Ae Sook Choi, president, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Jil Mazer-Marino oversees the case. Lawrence Morrison, Esq., at Morrison Tenenbaum, is the Debtor's counsel. 36th STREET: Seeks to Hire Morrison Tenenbaum as Legal Counsel -------------------------------------------------------------- 36th Street Property Inc. and HR 442 Corp. seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Morrison Tenenbaum PLLC as their legal counsel. The firm will render these legal services: (a) advise the Debtors regarding their powers and duties in the management of their estate; (b) assist in any amendments of schedules and other financial disclosures and in the preparation/review/amendment of a disclosure statement and plan of reorganization; (c) negotiate with the Debtors' creditors and take the necessary legal steps to confirm and consummate a plan of reorganization; (d) prepare legal papers; (e) appear before the bankruptcy court to represent and protect the interests of the Debtors and their estate; and (f) perform all other legal services for the Debtors as may be and proper for an effective reorganization. The hourly rates of the firm's counsel and staff are as follows: Lawrence F. Morrison, Esq. $595 Partners $595 Senior Counsel $495 Associates $380 Paraprofessionals $250 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received $35,000 as an initial retainer fee from a third-party payor. Lawrence Morrison, Esq., an attorney at Morrison Tenenbaum, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lawrence F. Morrison, Esq. Robert K. Dakis, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Second Floor, New York, NY 10013 Telephone: (212) 620-0938 Email: lmorrison@m-t-law.com About 36th Street Property and HR 442 Corp. 36th Street Property Inc. is primarily engaged in renting and leasing real estate properties. Its affiliate, HR 442 Corp., operates in the traveler accommodation industry. 36th Street Property and HR 442 sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 22-40563) on March 22, 2022, with up to $50,000 in assets and up to $50 million in liabilities. Ae Sook Choi, president, signed the petition. Judge Jil Mazer-Marino oversees the cases. Lawrence Morrison, Esq., at Morrison Tenenbaum, PLLC is the Debtors' counsel. 99 BELMONT: LFC Files Amendment to Disclosure Statement ------------------------------------------------------- LFC Aquisition I LLC submitted an Amended Disclosure Statement describing Plan of Liquidation for 99 Belmont LLC dated September 20, 2022. LFC is the proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The terms of LFC's Plan are based upon, among other things, the Debtor's filed schedules, and LFC's ability make the distributions contemplated under the Plan Class 1 Claim consists of the Secured Claim of LFC secured by a mortgage lien on the Debtor's Real Property located at 99 Belmont Avenue, Brooklyn, New York, as well as, certain personal property related to the Real Property. The Holder of the Allowed Class 1 Claim shall receive (i)(A) title to the Real Property free and clear of all liens, claims, encumbrances and interests, or (B) Sale Proceeds sufficient to pay its Secured Claim; (ii) exclusive standing to pursue, abandon, and settle all Causes of Action; and (iii) exclusive standing to object, allow and settle all Claims filed against the Debtor. Class 1 is Impaired; Despite being impaired, given its treatment under the Plan and as the Plan proponent, LFC is deemed to have accepted the Plan, and thus shall not be entitled to vote. Class 2 Claim consists of the Secured Claim of New York City Water Board secured by a statutory lien on substantially the Debtor's Real Property located at 99 Belmont Avenue, Brooklyn, New York. Treatment: The Class 2 Claim of the New York City Water Board is going to be paid in full at the closing of the sale of the Real Property, and is therefore, unimpaired, and Holders of Class 2 Claims are conclusively presumed to have accepted the Plan. As a result of the treatment of the Class 2 Claim under the Plan, the Holder of the Class 2 Claim is deemed to have accepted the Plan, and thus is not entitled to vote to accept or reject the Plan; provided, however, that the Class 2 Claim shall be subject to verification and allowance as to actual amount of the Claim under the provisions of the Plan. Class 4 shall consist of General Unsecured Claims. In the event that there are no Allowed Class 3 Claims filed against the Debtor, the holders of Allowed General Unsecured Claims are not expected to receive a full distribution under the Plan, and if there are no Allowed Class 3 Claims, will most probably be paid out of the Plan Contribution if there are not sufficient Sale Proceeds to compensate the Holders of Class 3 Claims in whole or in part. If there are Allowed Priority Claims filed against the Debtor, it is estimated that Class 4 Claims may not receive any distribution under the Plan. There is currently $2 of General Unsecured Claims filed against the Debtor, in the event that they are all Allowed as filed, and because there are no Class 3 - Other Priority Claims filed as of the date hereof, the estimated total distribution to Class 4 – Allowed General Unsecured Claims is $2,500 (the value of the Plan Contribution), which amounts to a minimum estimated distribution percentage of approximately 10% to the extent that the valued of the filed General Unsecured Claims does not increase after the date hereof. Notwithstanding the foregoing, any Allowed Other Priority Claims will most likely reduce or negate any potential distribution under the Plan to the Allowed Class 4 Creditors. Class 4 is Impaired. Class 5 shall consist of Allowed Equity Interests in the Debtor. Given the value of all anticipated Allowed Claims (secured, administrative and unsecured) filed against the Debtor, it is anticipated that the Equity Interest Holders shall not receive any distribution under the Plan. To the extent that all Allowed Claims (secured, administrative, and unsecured) are paid in full (together with any and all accrued interest) from the Sale Proceeds, Equity Interest Holders will receive any remaining Sale Proceeds. Prior to or on the Effective Date of the Plan, the Property shall be sold to the Purchaser, pursuant to sections 363(f), 1123(a)(5)(D), and 1141(c) of the Bankruptcy Code free and clear of all Liens (except permitted encumbrances as determined by the Purchaser), with any such Liens, Claims and encumbrances to attach to the Sale Proceeds and disbursed in accordance with the provisions of the Plan. Any distributions to be made under the Plan will be paid from either the Sale Proceeds, Cash turned over by the Debtor to the Disbursing Agent of the Plan, and/or Cash to be contributed by LFC, including the Plan Contribution. A full-text copy of the Amended Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3BBf5Qs from PacerMonitor.com at no charge. Counsel to LFC Aquisition: Silverman Law PLLC Brett S. Silverman, Esq. 4 Terry Terrace Livingston, New Jersey 07039 brett@getconciergelaw.com 646.779.7210 About 99 Belmont 99 Belmont LLC's primary asset is a property located at 99 Belmont Avenue, Brooklyn, New York. 99 Belmont LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-40236) on Feb. 10, 2022. Vivian Sobers, Esq. of SOBERS LAW, PLLC, is the Debtor's counsel. ADAMIS PHARMACEUTICALS: Registers for Sale 13.8M Common Shares -------------------------------------------------------------- Adamis Pharmaceuticals Corporation filed with the Securities and Exchange Commission a prospectus supplement dated Sept. 23, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The Prospectus Supplement was filed pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-267365), filed with the Commission on Sept. 9, 2022. The Prospectus Supplement was filed to register the issuance and sale by the Company from time to time of up to 13,794,000 shares of the Company's common stock issuable upon the exercise of certain outstanding warrants. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including allergy, opioid overdose, respiratory and inflammatory disease. Adamis reported a net loss applicable to common stock of $45.83 million for the year ended Dec. 31, 2021, compared to a net loss applicable to common stock of $49.39 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $17.69 million in total assets, $10.65 million in total liabilities, and $7.04 million in total stockholders' equity. San Diego, California-based BDO USA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AGWAY FARM: Bids for Intangible Assets Due on October 10 -------------------------------------------------------- Hilco Streambank on Sept. 22 disclosed that it is soliciting offers for the intangible assets of Agway Farm & Home Supply, a wholesale product distribution company servicing more than 1,500 independently owned, authorized dealers along the east coast. The assets include its highly recognized "Agway" brand name, well-established private label product brands and dealer list. Bids are due on October 10, 2022, and an auction will be held on October 12, 2022. Agway's wholesale product distribution network generated more than $225 million, including approximately $850,000 in dealer fees from the use of the respected Agway brand name. "This is a unique opportunity to acquire a highly regarded brand in the lawn and garden, hardware and agricultural supply and farm products space," commented Hilco Streambank Executive Vice President David Peress. He continued "The Agway brand platform has a nearly 60-year history of delivering value to its dealers and their customers, providing solutions for their farms, gardens, pets and homes." The seller has entered into a stalking horse agreement, which remains subject to higher and better offers. Contact Hilco Streambank to learn more. David Peress EVP dperess@hilcoglobal.com 617.642.1909 Richelle Kalnit SVP rkalnit@hilcoglobal.com 212.993.7214 Jordon Parker VP jparker@hilcoglobal.com 719.821.0894 Hilco Streambank's retention is subject to approval of the bankruptcy court overseeing Agway's bankruptcy case. About Hilco Streambank Hilco Streambank is a market leading advisory firm specializing in intellectual property disposition and valuation. Having completed numerous transactions including sales in publicly reported cases, private transactions, and online sales through IPv4.Global, Hilco Streambank has established itself as the premier intermediary in the consumer brand, internet, and telecom communities. Hilco Streambank is part of Northbrook, Illinois based Hilco Global, the world's leading authority on maximizing the value of business assets by delivering valuation, monetization, and advisory solutions to an international marketplace. Hilco Global operates more than twenty specialized business units offering services that include asset valuation and appraisal, retail and industrial inventory acquisition and disposition, real estate, and strategic capital investments. About Agway Farm & Home Supply Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a one-stop shop for lawn, garden, bird, pet and farm products. It is based in Richmond, Va. Agway Farm & Home Supply sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on July 6, 2022, listing $10 million to $50 million in both assets and liabilities. Jay Quickel, president and chief executive officer of Agway Farm & Home Supply, signed the petition. Judge J. Kate Stickles oversees the case. The Debtor tapped Shulman Bastian Friedman & Bui, LLP as lead bankruptcy counsel; Morris James, LLP as local Delaware counsel; Wilson Elser Moskowitz Edelman & Dicker LLP as special litigation counsel; and Focus Management Group USA, Inc. as financial advisor. Stretto, Inc., is the claims and noticing agent and administrative advisor. The official committee of unsecured creditors appointed in the case selected Pachulski Stang Ziehl & Jones as legal counsel; FTI Consulting, Inc. as financial advisor; and Hilco IP Services, LLC as intellectual property marketing agent. ALLIANCE HOSPITALITY: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Alliance Hospitality, LLC d/b/a Americann Inn 1419 West 3rd Street Alliance, NE 69301 Chapter 11 Petition Date: September 25, 2022 Court: United States Bankruptcy Court District of Nebraska Case No.: 22-40840 Judge: Hon. Thomas L. Saladino Debtor's Counsel: Patrick R. Turner, Esq. TURNER LEGAL GROUP, LLC 139 S. 144th Street Omaha, NE 68010 Tel: 402-690-3675 Email: pturner@turnerlegalomaha.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Anupam Dave as 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/W4HOVKY/Alliance_Hospitality_LLC__nebke-22-40840__0001.0.pdf?mcid=tGE4TAMA ALTERA INFRASTRUCTURE: Nov. 4 Claims Filing Deadline Set -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas set Nov. 4, 2022, at 5:00 p.m. (Prevailing Central Time) as the last date and time for persons and entities to file their proof of claims against Altera Infrastructure LP and its debtor-affiliates. The Court also set Feb. 8, 2023, at 5:00 p.m. (Prevailing Central Time) as the deadline for governmental units to file their claims against the Debtors. Each proof of claims must be filed, including supporting documentation by either (i) electronic submission through PACER (Public Access to Court Electronic Records at http://ecf.txsb.uscourt.gov),(ii) electronic submission using the interference available on claims and noticing agent's website at https://cases.stretto.com/Altera, or (iii) if submitted through non-electronic means, by U.S. Mail or other hand delivery system, so as to be actually received by the claims and noticing agent on or before the claims bar date or the governmental bar date, or any other applicable bar date, at: if by first-class mail hand delivery or overnight mail: Altera Infrastructure LP Claims Processing c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602 About Altera Infrastructure Westhill, United Kingdom-based Altera Infrastructure L.P. (NYSE: ALIN-A) is a global energy infrastructure services partnership primarily focused on the ownership and operation of critical infrastructure assets in the offshore oil regions of the North Sea, Brazil and the East Coast of Canada. Altera has consolidated assets of approximately $3.8 billion comprised of 44 vessels, including floating production, storage and offloading (FPSO) units, shuttle tankers, floating storage and offtake (FSO) units, long-distance towing and offshore installation vessels and a unit for maintenance and safety (UMS). The majority of Altera's fleet is employed on medium-term, stable contracts. After agreeing to a debt-for-equity plan with bank lenders and owner Brookfield, Altera Infrastructure LP and 37 affiliate sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90130) on Aug. 12, 2022. As of the Petition Date, the Debtors were liable for approximately $1.6 billion in aggregate principal amount of funded debt. Kirkland & Ellis LLP, Jackson Walker LLP, and Quinn Emanuel Urquhart & Sullivan LLP serve as the Debtors' lead counsel, local counsel, and special counsel, respectively. The Debtors also tapped Evercore Group LLC as investment banker and PricewaterhouseCoopers LLP as tax compliance, tax consulting, and accounting advisory services provider. Stretto is the claims agent. David Rush, senior managing director at FTI Consulting, Inc., serves as restructuring advisor to the Debtors. The DIP Lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the DIP Lenders, Ducera Partners LLC, as financial advisor, and Porter & Hedges LLP, as their Texas counsel. A Committee of Coordinators was appointed under and as defined in the appointment letter originally dated May 6, 2022, among Altera Infrastructure LP and each member of the CoCom (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time). The CoCom is represented by Norton Rose Fulbright US LLP and Norton Rose Fulbright LLP as counsel and PJT Partners (UK) Ltd. as financial advisor. ALTERRA MOUNTAIN: Moody's Raises CFR to 'B1', Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Alterra Mountain Company's Corporate Family Rating to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. Concurrently, Moody's upgraded the rating for Alterra's first lien senior secured revolver and term loan to B1 from B2. The outlook is stable. The CFR upgrade to B1 reflects Moody's expectation for continued good operating performance over the next year following a very strong 2021/2022 ski season that demonstrated healthy consumer demand and good operating execution. Total revenue and earnings both surpassed pre-coronavirus levels as the result of strong ski volume and yield management through dynamic pricing, cost discipline, and continued investment in transformational upgrades. Moody's adjusted debt-to-EBITDA leverage declined to about 4.9x for the 12 months ended April 2022 and Moody's expects leverage will remain in a high 4x range by the end of the upcoming fiscal year ending in July 2023 due to stable demand with some cost pressures for labor and to improve service quality and customer amenities. The opportunity to deploy the large cash balance for acquisitions and growth investments that add to the EBITDA base also provide moderate cushion within leverage expectations for the rating should visitation fall from the very strong levels experienced in the 2021/2022 ski season or if the company has difficulty mitigating cost pressures. The IKON pass is contributing to good skier loyalty, improved demand visibility, and moderating the cash flow seasonality. Advance IKON pass sales indicate good demand for the upcoming 2022/2023 ski season. Additionally, the company will maintain very good liquidity over the next year with about $1.3 billion of cash on balance sheet as of April 30, 2022 and access to an undrawn $450 million revolver due July 2024. Moody's expects the company will be able to fund increased capital spending over the next year with internal cash flow, and generate very modestly positive free cash flow. The large cash balance is expected to be used on strategic tuck-in acquisitions. Moody's took the following actions: Issuer: Alterra Mountain Company Upgrades: LT Corporate Family Rating, upgraded to B1 from B2 Probability of Default Rating, upgraded to B1-PD from B2-PD Senior Secured First Lien Bank Credit Facilities (revolver and term loans), upgraded to B1 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Alterra Mountain Company Outlook, Remains Stable RATINGS RATIONALE Alterra's B1 CFR reflects its modestly high financial leverage with LTM (as of April 30, 2022) Moody's adjusted debt-to-EBITDA of about 4.9x. Looking into FY23, and barring a deep economic recession, Moody's expects stable demand for ski and outdoor leisure activities, with cost pressures modestly reducing EBITDA and keeping debt-to-EBITDA leverage in a high 4x range by the end of fiscal July 2023. The rating reflects that Alterra's operating results are highly seasonal and exposed to varying weather conditions and discretionary consumer spending. Governance factors primarily relate to the company's private equity ownership and acquisition strategy. However, the rating is supported by Alterra's strong position as one of the largest operators in the North American ski industry, operating 15 ski resorts in the US and Canada. Alterra benefits from its good geographic diversification, and high local skier customer mix given its mostly regional portfolio of ski properties. The growing penetration of the IKON Pass provides a stable revenue stream that helps mitigate weather exposure. The North American ski industry has high barriers to entry and has exhibited resiliency even during weak economic periods, including the 2007-2009 recession. The company's very good liquidity reflects its material cash balance of $1.3 billion, access to an undrawn $450 million revolver facility due July 2024 and expectation of very modestly positive free cash flow generation over the next year despite increase in capital spending. The very good cash and liquidity position provide considerable flexibility to manage through a period of weak earnings, and to reinvest through capital improvements and acquisitions. Alterra also has flexibility to adjust capital spending depending on operating performance to preserve cash if necessary. Moody's believes it is less likely that Alterra will repay the debt issued during the pandemic to bolster cash and liquidity, and that the company will instead utilize the cash for growth investments. This should lead to a decline in gross debt-to-EBITDA leverage over the next 3-5 years even if an economic slowdown or poor weather negatively affects a particular ski season. Alterra's environmental risk exposure results from physical climate, water management, and natural capital risks. Physical climate risk is due to exposure to changing weather that could result from climate shifts and the reliance on cold weather activities. The geographic diversity of the company's properties is good but does not fully mitigate the physical climate risks. Water management risk reflects the need to access large quantities of water, which require additional investment to ensure sufficient water availability and access rights. Water availability may be challenging following periods of severe drought. Natural capital risk reflects that the company is responsible to properly operate and protect the vast amount of forest land and mountains. Energy needs are also meaningful. Alterra's social risk profile reflects exposure to customer relations and human capital risk. Most of Alterra's workers at its mountains and resorts are hourly wage workers that tend to have seasonal turnover. Additionally, staffing at expensive resort towns is also challenging due to lack of sufficient affordable housing for workers. Investments in dormitories and wages to attract and retain staff consume cash and can weaken margins. However, Alterra's geographic diversity and pricing power helps to partially mitigate this risk. Alterra experienced challenges keeping its facilities and resorts fully staffed in the past ski season, which negatively impacted its customer relations. Additionally, customer relations risk is due to the need to invest in facilities and maintain strong service offerings to sustain consumer demand. The company also has exposure to data security and customer privacy risk as the company has access to sensitive customer information such as credit card numbers and personal information. Alterra's governance risk is linked primarily to risk related to financial policy with its relatively aggressive growth through acquisition strategy and its private equity ownership by KSL Capital Partners with a minority position held by family office/investment firm Henry Crown & Company. Alterra has been a consolidator in recent years and has completed four acquisitions of ski resorts since its inception in 2017, with each acquisition partially funded with incremental debt. Moody's expects the company to continue to be a consolidator. As a private company, reporting is more limited than public companies. Alterra's board is comprised mostly of representatives from the controlling shareholders and management. Concentrated decision making creates potential for event risk and decisions that favor shareholders over creditors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that stable ski demand will allow the company to maintain debt-to-EBITDA in a high 4x range in fiscal year July 2023 despite potential cost pressures. The stable outlook also reflects that the company's very good liquidity provides considerable flexibility to reinvest and manage should earnings be weaker than expected. The ratings could be upgraded if Alterra continues to grow organically while sustaining debt-to-EBITDA below 4.0x, retained cash flow (RCF) -to-net debt exceeds 17.5%, and the company maintains very good liquidity. The company would also need to sustain good reinvestment in operations to maintain strong consumer demand to be considered for an upgrade. The ratings could be downgraded if debt-to-EBITDA is sustained above 5.0x, or RCF-to-net debt falls below 7.5%. Weak reinvestment, visitation declines, or margin deterioration could also lead to a downgrade. In addition, if there is a material weakening of liquidity for any reason, or the company's financial policies become more aggressive, including undertaking a large debt-funded acquisition or the payment of dividends, the ratings could be downgraded. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Denver, Colorado, Alterra Mountain Company ("Alterra") is owned and controlled by an investor group comprised of private equity firm KSL Capital Partners with a minority position held by family office/investment firm Henry Crown & Company. Through its subsidiaries, Alterra is one of North America's premier mountain resort and adventure companies, operating 15 destinations in the US and Canada. The company also owns Canadian Mountain Holidays, a heli-skiing operator and aviation business. Alterra is private and does not publicly disclose its financials. During the twelve months ended April 30, 2022, the company generated revenue of about $1.6 billion. AME ZION: Trustee Taps ArentFox Schiff as Litigation Counsel ------------------------------------------------------------ Jeffrey Golden, the trustee appointed in the Chapter 11 case of AME Zion Western Episcopal District, seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ ArentFox Schiff LLP as his special litigation counsel. The trustee requires the services of a litigation counsel in connection with the adversary proceeding entitled Jeffrey I. Golden, Ch. 7 Tr. v. Leslie A. Levy, Adversary Case No. 22-02062. The hourly rates of the firm's counsel and staff are as follows: Aram Ordubegian, Esq. $845 David G. Bayles, Esq. $580 Christopher K.S. Wong, Esq. $575 In addition, the firm will seek reimbursement for expenses incurred. The Debtor paid the firm an initial retainer of $15,000. Aram Ordubegian, Esq., a member of ArentFox Schiff, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aram Ordubegian, Esq. David G. Bayles, Esq. Christopher K.S. Wong, Esq. ArentFox Schiff LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Telephone: (213) 629-7400 Facsimile: (213) 629-7401 Email: aram.ordubegian@afslaw.com david.bayles@afslaw.com christopher.wong@afslaw.com About AME Zion Western Episcopal District AME Zion Western Episcopal District, a non-profit California religious organization, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 20-23726) on July 30, 2020, with up to $100 million in assets and up to $50 million in liabilities. Lewis Clinton, chief operating officer, signed the petition. Judge Fredrick E. Clement oversees the case. The Law Offices of Gabriel Liberman, APC is the Debtor's legal counsel. On March 2, 2021, Jeffrey I. Golden was appointed as Chapter 11 trustee for the Debtor's bankruptcy estate. The trustee tapped David M. Goodrich, Esq., as bankruptcy counsel; ArentFox Schiff LLP as special litigation counsel; and Hahn Fife & Company, LLP as accountant. AMERICAN SEAFOODS: Moody's Withdraws 'B2' CFR on Debt Repayment --------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings for American Seafoods Group LLC including the B2 corporate family rating and the B2-PD probability of default rating. At the time of withdrawal, the outlook was stable. Withdrawals: Issuer: American Seafoods Group LLC Probability of Default Rating, Withdrawn, previously rated B2-PD Corporate Family Rating, Withdrawn, previously rated B2 Senior Secured 1st Lien Term Loan B, Withdrawn, previously rated B2 (LGD3) Outlook Actions: Issuer: American Seafoods Group LLC Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has withdrawn the ratings because American Seafoods debt previously rated by Moody's has been fully repaid. American Seafoods Group LLC, along with its affiliates and subsidiaries, is the largest harvester and at-sea processor of pollock and Pacific whiting in the US. American Seafoods also provides shipping and portside storage services to other seafood companies through its ownership of the Dutch Harbor port and cold storage facility located on an Alaskan island in the Bering Sea. APPLIED DNA: All Four Proposals Passed at Annual Meeting -------------------------------------------------------- Applied DNA Sciences, Inc. held its 2022 annual meeting of stockholders on Sept. 22, 2022, at which the stockholders: (1) elected James A. Hayward, Robert B. Catell, Joseph D. Ceccoli, Scott L. Anchin, Yacov A. Shamash, Sanford R. Simon, and Elizabeth M. Schmalz as directors to serve until the 2023 annual meeting of stockholders or until their respective successors are duly elected and qualified; (2) authorized the board of directors of the Company the discretionary authority to amend the Company's certificate of incorporation, as amended, to effect a reverse stock split of the Company's common stock and to reduce the number of authorized shares of the Company's common stock to 50,000,000; (3) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers; and (4) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending Sept. 30, 2022. About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping, and pre-clinical nucleic acid-based therapeutic drug candidates. Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion. Applied DNA reported a net loss of $14.28 million for the year ended Sept. 30, 2021, compared to a net loss of $13.03 million for the year ended Sept. 30, 2020. As of June 30, 2022, the Company had $11.92 million in total assets, $5.13 million in total liabilities, and $6.79 million in total equity. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 9, 2021, citing that the Company incurred a net loss of $14,278,439 and generated negative operating cash flow of $13,387,955. These factors raise substantial doubt about the Company's ability to continue as a going concern. ARA MACAO: EBI Amends Unsecured Claims Pay Details -------------------------------------------------- Edgewater Belize Investors, LLC, submitted a Second Amended Disclosure Statement accompanying First Amended Plan of Reorganization for Ara Macao Holdings, L.P., ("AMH") dated September 20, 2022. On July 11, 2022, the Trustee entered into a Purchase Contract with Jisheng Song ("JS"), or his nominee ("Buyer") for the cash purchase price of $5.8 million. Escrow was opened on July 15th, at which time Buyer placed a refundable Good Faith deposit of $200,000 into the escrow account. EBI estimates that the net proceeds available from the Purchase Contract for distribution to unsecured creditors of all classes would be approximately $2.9 million. This would represent a payment of about 20% of unsecured creditor claims and the total extinction of subordinated creditor claims and equity interests. The Proponent's overriding goal is to maximize distributions to the largest possible group of stakeholders in the AMH Estate. The Plan provides for all allowed creditor claims to have their principal amounts repaid in full, including pre-petition and post-petition interest, where applicable. For certain creditor classes that elect to use their claims as payment towards land, or condominiums, or marina homes, substantially greater value will be received than the value of the principal and interest on their claims. Equity holders will receive, pro-rata, a share in EBI's common units. Upfront Payment of $4.5M to the Bankruptcy Estate to finalize transfer of The Estate's title to the Property and pay Unimpaired Claims and Classes and Initial Distributions to Classes 4B and 5. Additional funding of approximately $20M to begin phased development of the Property. Class 5 consists of General Unsecured Creditors. This Class will receive a distribution of 100% of allowed claim payment. * Pro-rata share of Initial Distribution * Promissory Note for balance after (i) payment Proponent is closely familiar with the holders of the DIP Loan Notes and has received verbal indications from all of them that they will elect to use their DIP Loan Notes, as well as any and all Class 4A, Class 5, and Class 6 claims they may also hold, towards the purchase of Product. This expected outcome removes approximately $1,000,000 from the amount that would first have to be paid to these Super Priority creditors, thus substantially increasing the Cash Available for Distribution upon Plan Confirmation. The Plan offers a choice for DIP lenders and Creditors who have previously placed deposits on real estate purchases to receive payment of the full amount of their deposits or, alternatively, to apply those deposits to the purchase of property in the proposed development, with the added benefit of discounts and bonus credits. It also gives equity holders an equity interest in the development. A full-text copy of the Second Amended Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3UFRC9h from PacerMonitor.com at no charge. Attorneys for Edgewater Belize Investors: JARED G. PARKER LAWRENCE D. HIRSCH PARKER SCHWARTZ, PLLC 7310 N. 16th St., Suite 330 Phoenix, Arizona 85020 Email: jparker@psazlaw.com Email: lhirsch@psazlaw.com Telephone:(602) 282-0477 Facsimile: (602) 282-0478 About Ara Macao Holdings Ara Macao Holdings, L.P. provides real estate development services. On April 6, 2018, an involuntary Chapter 11 petition was filed against Ara Macao Holdings (Bankr. D. Ariz. Case No. 18-03615). The petitioning creditors are KB Partners, Inc., Christopher de Sibert, Gary Nitsche, Daniel Dorgan, Richard Umbach and Edgewater Resources, LLC. They are represented by Patrick A Clisham, Esq., at Engelman Berger, P.C. On May 8, 2018, the involuntary proceeding was converted to a voluntary Chapter 11 case (Bankr. D. Ariz. Case No. 18-03615). Judge Paul Sala oversees the case. Ara Macao Holdings hired Burch & Cracchiolo, P.A., as its bankruptcy counsel. The U.S. Trustee for Region 14 appointed an official committee of unsecured creditors in Ara Macao Holdings' bankruptcy case. The committee is represented by Engelman Berger, P.C. S. Cary Forrester is the Chapter 11 trustee appointed for Ara Macao Holdings. The trustee hired Forrester & Worth, PLLC as bankruptcy counsel and Snell & Wilmer LLP as special counsel. ATHLETICO HOLDINGS: S&P Alters Outlook to Neg., Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on outpatient rehabilitation provider Athletico Holdings LLC and revised its outlook to negative from stable. S&P also affirmed its 'B' issue-level rating on Athletico's first-lien revolving credit facility and term loan. The recovery rating remains '3' and represents its expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a hypothetical default. The negative outlook reflects the uncertainty around the resolution of staffing, productivity, and demand issues and how quickly they will resolve. S&P's base case assumes this gradually improves over the next 18 months, resulting in weak 2022 and 2023 metrics for the rating. Athletico underperformed significantly in the first half of 2022, relative to our base-case expectations. While full-year 2021 performance was largely in-line with S&P's previous expectations, Athletico underperformed coming into 2022. Its revenue during the first half of 2022 increased 41% from the prior year, primarily due to the Pivot acquisition, which closed February 2022. The acquisition strengthened Athletico's business by increasing scale about 50% via 250 additional physical therapy (PT) clinics and 150 onsite services locations, and by reducing geographic concentration, including the concentration in Illinois to about 44% of revenues from 64%. That said, revenue growth is trending below our full-year expectations for 2022 driven by patient volume shortfalls, staffing shortages in clinics and the collections department, productivity issues, and softer demand due to COVID-19. More importantly, this translated into adjusted EBITDA margins nearly 1000 basis points (bps) below expectations for the first half of 2022. Lower margins at Pivot also exacerbated the erosion in margins against 2021 metrics. Unfavorable working capital movements further contributed to substantial cash flow deficits. Staffing turnover is currently Athletico's biggest challenge. Factors contributing to staffing shortages include individuals moving away from Illinois (where the company generates 44% of revenues), employees leaving to work at hospitals (where productivity expectations are lower), and burn out from COVID-19. Mature clinics are operating below prior year productivity levels, driven by factors including softer demand and hiring staff with lower tenure and less experience. In addition, average tenure of Athletico's clinicians declined, hindering operational metrics. The company continues to see negative effects on patient demand from the pandemic, such as more patient cancellations, staff absences due to COVID-19, and fewer patients from workers' compensation programs. S&P believes Athletico made substantial progress to reduce turnover and add new clinicians but is still behind its expectations. Athletico continues to have open positions, particularly in mature clinics. Athletico is still pursuing its de novo growth strategy at a slower pace than previously expected, with 26 de novos opened during the first half of 2022 and about 50-55 expected for the full year. In addition, the company continued to diversify outside of Illinois with about 96% of the 2022 de novo openings in other states, which mitigates some risk from regional economic and labor market pressures in Illinois. S&P expects Athletico to continue making operational improvements and to improve EBITDA margins and generate positive free operating cash flow in 2023. S&P's 'B' rating reflects Athletico's small scale and narrow focus in the highly fragmented outpatient rehabilitation industry, which has relatively low barriers to entry and remains exposed to reimbursement risk. Its rating also reflects the company's geographic concentration in Illinois, which leaves it vulnerable to regional economic and labor market pressures. The industry is also exposed to reimbursement risk, with Centers for Medicare & Medicaid Services (CMS) reducing PT reimbursement rates by 3.5% as of January 2022, though government payors only represent 23% of revenue. Partially offsetting these factors are industry tailwinds, including the aging U.S. population and increased frequency of sports and others injuries that require rehabilitation. This in turn is partially offset by a long-term trend of gradually declining workers' compensation injuries as automation and machinery get adopted for physically strenuous activities. Relative to peers, Athletico has a favorable payor mix because it generates about 53% of its gross patient service revenue from commercial payors, 23% from government payors, 20% from workers' compensation, and 4% from self-pay or other. Additionally, its de novo growth strategy, which it supplements with tuck-in acquisitions, is less aggressive than that of its rated peer Upstream Rehabilitation (targeted 150-180 new clinics annually), but more aggressive than Confluent Health (targeted about 40). The negative outlook reflects uncertainty around staffing, productivity, and demand issues including how fast they will resolve. S&P's base case assumes this gradually improves over the next 18 months, resulting in 2022 and 2023 metrics that are weak for the rating. S&P could lower its rating on Athletico within the next 12 months if we expect S&P Global Ratings-adjusted ratio of discretionary cash flow (DCF)-to-debt to remain below 3% on a sustained basis. This could result from: -- Persistent labor shortages; -- A resurgence of COVID-19 cases that substantially reduces patient volumes at Athletico's clinics; -- Poor execution of new site openings; or -- Bad debt expenses that drag down profitability. S&P could revise its outlook on Athletico to stable if: -- S&P believes the risks facing its business due to the labor pressures and pandemic have declined; or -- If the company significantly improves cash flow on a sustained basis, after capital expenditures (capex) and potential dividends. This could occur if the ratio of discretionary cash flow-to-debt rises back to more than 3%. ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of Athletico's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." BAYOU CYPRESS: Has Interim OK to Use Cash Collateral ---------------------------------------------------- Bayou Cypress Restaurants, Inc. sought and obtained authority from the U.S. Bankruptcy Court for the Middle District of Tennessee to use the cash collateral of the U.S. Small Business Administration & Volunteer State Bank on an interim basis. The Court will hold a hearing for October 4 to consider the Debtor's continued cash collateral access. The Debtor requires the use of cash collateral to pay the actual, necessary costs and expenses incurred in the ordinary course of its business after the filing of the case and other administrative expenses, including professional fees and quarterly fees due to the United States Trustee. The Small Business Administration asserts a security interest and lien in cash collateral of the Debtor. The Debtor asserts that, without the use of cash collateral, it will have a significant interruption in operations that could lead to complete closure of the business. Cessation of operations would mean that the Debtor would lose employees and customers, and the value of his business would be decimated. A copy of the motion is available at https://bit.ly/3R3Uc6l from PacerMonitor.com. About Bayou Cypress Restaurants, Inc. Bayou Cypress Restaurants, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 3:22-bk-02945) on September 14, 2022. In the petition signed by Susan Estrada, owner/secretary, the Debtor disclosed up to $1 million in both assets and liabilities. Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz, is the Debtor's counsel. BELLE MEADE: Gets OK to Hire Scott Alan Orth as Bankruptcy Counsel ------------------------------------------------------------------ Belle Meade Studios, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Offices of Scott Alan Orth, PA as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the Debtor's interest in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Scott Alan Orth, Esq., an attorney at the Law Offices of Scott Alan Orth, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott Alan Orth, Esq. Law Offices of Scott Alan Orth, PA 3860 Sheridan St., Ste. A Hollywood, FL 33021-3624 Telephone: (305) 757-3300 Facsimile: (305) 757-0071 Email: scott@orthlawoffice.com About Belle Meade Studios Belle Meade Studios, LLC filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-15158) on July 2, 2022, with between $1 million and $10 million in both assets and liabilities. Rachel Dugger, managing member, signed the petition. Judge Robert A. Mark oversees the case. Scott Alan Orth, Esq., at the Law Offices of Scott Alan Orth, PA is the Debtor's counsel. BLERIOT US: Moody's Rates New $85MM Incremental 1st Lien Loan 'B2' ------------------------------------------------------------------ Moody's Investors Service has assigned a B2 rating to the proposed new $85 million backed senior secured first-lien incremental term loan due 2026 to be issued by Bleriot US Bidco, Inc., a wholly-owned subsidiary of Bleriot Midco Limited (Ontic or the company). Ontic's B2 corporate family rating and B2-PD probability of default rating are unchanged, as well as the B2 ratings of the currently outstanding $761 million backed senior secured first-lien term loan due 2026 and the $85 million backed senior secured first-lien revolving credit facility (RCF) due 2024, both issued by Bleriot US Bidco, Inc. The stable outlook is also unchanged. The new debt is being issued to repay existing drawings on the company's RCF, to finance potential future acquisitions of new licenses, and for general corporate purposes. The rating action reflects: -- The company's relatively stable earnings from its existing license portfolio, alongside a good track record of integrating new license acquisitions -- Strong performance since the LBO, with Moody's-adjusted leverage as at June 2022, pro forma for the transaction, of around 5.8x, reducing from 7.5x in 2019 -- An aggressive financial policy of substantial and accelerated debt-financed new license acquisitions RATINGS RATIONALE The B2 CFR reflects the company's: (1) market-leading position in OEM-licensed parts for legacy Aerospace and Defence (A&D) platform products; (2) limited exposure to the economic cycle, driven by the large military end market and aftermarket exposures, with overall good platform and product diversification; (3) high margins, reflecting strong bargaining power in legacy platform components, sole-source positions, limited competition and low product substitution risks; (4) relatively stable earnings stream of existing product base, with high contractual protection from inflation; and (5) long relationships with OEMs, underpinned by product and transition expertise. The ratings also reflects: (1) potential for supply chain challenges to affect customer production rates or the company's own ability to supply; (2) high Moody's-adjusted leverage of 5.8x, pro forma for the incremental debt and the expected contribution from new license acquisitions funded from the transaction; (3) an accelerating acquisition strategy increasingly funded by additional debt; (4) relatively small scale and high degree of geographic concentration with potential for volatility of earnings; (5) reliance on relationships with OEMs, which could be hurt by loss of key personnel or weak execution of new license transitions; and (6) recent internal control weakness which resulted in excess currency hedges close out costs of around EUR43 million. LIQUIDITY The company maintains adequate liquidity with cash of $46 million and undrawn RCF of $45 million as at June 2022. Following the transaction Moody's estimates that pro forma liquidity will amount to around $130 million, after payment of outstanding hedging close out costs of $24 million and after license acquisitions carried out since June 2022. This liquidity is expected to be used to finance further license acquisitions and additional incremental facilities are likely to be raised in 2023 to support the pace of new investments. The RCF is subject to a springing first-lien net leverage covenant, tested when drawings exceed 40% of total commitments, under which the company is expected to retain substantial headroom. STRUCTURAL CONSIDERATIONS The company's debt facilities following the transaction will comprise the outstanding $846 million backed senior secured first-lien term loans, due 2026, and a pari passu ranking backed senior secured first-lien $85 million RCF due 2024. The facilities are guaranteed by Bleriot Midco Limited and all its material restricted subsidiaries, and are secured over all US and UK assets, subject to a limitation of 65% of share pledges of foreign subsidiaries of US entities. The B2 ratings on the first lien term loan and RCF are in line with the CFR reflecting the first lien only structure. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Governance considerations included in the credit assessment of Ontic include (1) financial policies that are likely to maintain relatively high leverage including the use of additional debt drawdowns and surplus cash to finance license acquisitions; and (2) reliance on key individuals to maintain strong OEM relationships and execute new license transitions. In August 2022, Ontic reported in its quarterly accounts that it had incurred costs of $42.8 million to close out excess currency hedges, which had been entered into by an employee outside the company's approved policies. The event indicates significant weakness existed in the company's internal control environment. The incident calls into question the ability of the company to expand at a fast pace whilst maintaining adequate supervision and control over the business. The company states that it has substantially improved its procedures, and Moody's expects the company to exercise high scrutiny and improved governance going forward. OUTLOOK The stable outlook reflects expectations that the company will sustain Moody's-adjusted leverage below 6x over the next 12-18 months while maintaining at least stable revenue and EBITDA on an organic basis. It also reflects Moody's assumption that the company will generate free cash flow / debt, before new license acquisitions, at least in the mid to high single digit percentages. In addition, the outlook assumes that (1) the company will maintain adequate liquidity, and (2) no debt-financed acquisitions or distributions that result in a material increase in leverage will occur. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Moody's-adjusted leverage reduces sustainably below 5x. It would also require material positive free cash flow to be maintained after license acquisition spend, and for FCF / debt prior to license acquisitions to be sustained in excess of 10%. An upgrade would also require that organic revenue and margin performance of the existing portfolio remains at least stable, and that liquidity remains adequate. In addition, the company would need to demonstrate a financial policy consistent with sustaining the above metrics. The ratings could be downgraded if leverage increases above 6x on a Moody's-adjusted basis, if free cash flow before license acquisitions trends towards zero, or if there is a material decline in organic revenues or EBITDA margins. A downgrade could also occur if liquidity concerns arise. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Aerospace and Defense published in October 2021. COMPANY PROFILE Ontic, headquartered in Cheltenham, England, is a leading provider of OEM-licensed parts and repair and overhaul services to the A&D sector, focusing on late life cycle and legacy products. The company has operations in three end market segments: (1) Military, representing 74% of 2021 revenues, (2) Commercial aviation, representing 16% of revenues and (3) Other, representing 10% of revenues. The company operates seven facilities in the US, UK and Singapore supporting a global base of over 1,600 customers and 6,500 products. In 2021 Ontic reported revenues of $351 million. BRISTOL PROPERTIES: Oct. 27 Plan & Disclosure Hearing Set --------------------------------------------------------- On June 23, 2022, Bristol Properties LLC filed with the U.S. Bankruptcy Court for the District of Rhode Island a Combined Plan of Reorganization and Disclosure Statement. On Sept. 20, 2022, Judge Diane Finkle conditionally approved the Disclosure Statement and ordered that: * Oct. 13, 2022, is fixed as the last day for filing written acceptances or rejections of the plan. * Oct. 20, 2022, is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. * Oct. 20, 2022, is fixed as the last day for filing claims based on rejection of an executory contract or unexpired lease. * Oct. 5, 2022, is fixed as the last day for filing and serving applications for compensation. * Oct. 27, 2022, at 10:00 a.m. at U.S. Bankruptcy Court, 380 Westminster Street, Providence, RI 02903 is the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. A copy of the order dated Sept. 20, 2022, is available at https://bit.ly/3UFa3Lv from PacerMonitor.com at no charge. Debtor's Counsel: Lisa A. Geremia, Esq. Geremia & DeMarco, Ltd. 620 Main Street, Unit CU-3A East Greenwich, RI 02818 Tel: 401-885-1444 Fax: 401-471-6283 About Bristol Properties Bristol Properties LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. R.I. Case No. 21-10619) on Aug. 11, 2021, disclosing up to $10 million in assets and up to $500,000 in liabilities. James McGown, president of Bristol Properties, signed the petition. Judge Diane Finkle oversees the case. The Debtor tapped Lisa A. Geremia, Esq., at Geremia & DeMarco, Ltd., as legal counsel. CALAMP CORP: Incurs $7.5 Million Net Loss in Second Quarter ----------------------------------------------------------- Calamp Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $7.49 million on $72.83 million of total revenues for the three months ended Aug. 31, 2022, compared to a net loss of $5.42 million on $79.01 million of total revenues for the three months ended Aug. 31, 2021. For the six months ended Aug. 31, 2022, the Company reported a net loss of $19.67 million on $137.55 million of total revenues compared to a net loss of $7.37 million on $158.68 milion of total revenues for the six months ended Aug. 31, 2021. As of Aug. 31, 2022, the Company had $371.04 million in total assets, $349.22 million in total liabilities, and $21.82 million in total stockholders' equity. "Consolidated revenue exceeded our expectations for mid to high single digit sequential growth, driven largely by Software and Subscription Services revenue that was 61% of total revenue," said Jeff Gardner, CalAmp's president and CEO. "The revenue growth in both Software and Subscription Services and Telematics Products was attributable to improvements in the supply chain which enabled us to accelerate customer conversions to recurring subscription contracts and fulfill more orders for our customers. Of the existing customers eligible to convert to recurring contracts, we exceeded a cumulative total of 50% in the quarter underscoring the progress we continue to make on our SaaS transformation." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/730255/000156459022032154/camp-10q_20220831.htm About CalAmp CalAmp Corp. is a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. It solves complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, and consumer vehicles by providing solutions that track, monitor, and recover their vital assets. The data and insights enabled by CalAmp solutions provide real-time visibility into a user's vehicles, assets, drivers, and cargo, giving organizations greater understanding and control of their operations. Ultimately, these insights drive operational visibility, safety, efficiency, maintenance, and sustainability for organizations around the world. Calamp reported a net loss of $27.99 million for the year ended Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb. 28, 2021, and a net loss of $79.30 million for the year ended Feb. 29, 2020. As of May 31, 2022, the Company had $374.79 million in total assets, $346.20 million in total liabilities, and $28.59 million in total stockholders' equity. CAMMAND MACHINING: Gets OK to Hire Louis Elkus as Accountant ------------------------------------------------------------ Cammand Machining LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Louis Elkus, Esq., a certified public accountant practicing in Farmington Hills, Michigan. The accountant will render these services: (a) prepare federal tax returns with supporting schedules; (b) prepare any state or local income tax returns, sales, us and withholding and payroll returns; (c) prepare any bookkeeping entries necessary in connection with preparation of tax returns; and (d) prepare and post any adjusting entries. Mr. Elkus will be paid at an hourly rate of $285, plus expenses. Mr. Elkus disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Louis G. Elkus 31275 Northwestern Hwy., Ste. 149 Farmington Hills, MI 48334 Telephone: (248) 851-0308 About Cammand Machining Cammand Machining, LLC specializes in CNC machining, gun drilling, and surfacing and design. It is based in Romeo, Mich. Cammand Machining sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-46398) on Aug. 16, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Clarence Meltzer, managing member, signed the petition. Judge Mark A. Randon oversees the case. Scott M. Kwiatkowski, Esq., at Goldstein Bershad & Fried PC is the Debtor's counsel. CARVANA CO: Unit Extends $2.2 Billion Credit Facility Until 2023 ---------------------------------------------------------------- Carvana, LLC, a subsidiary of Carvana Co., Ally Bank and Ally Financial Inc., entered into a Third Amended and Restated Inventory Financing and Security Agreement to, among other things, extend the duration of the line of credit until Sept. 22, 2023 at $2.2 billion, including a $200 million participation from Deutsche Bank AG, New York Branch. Carvana and Ally also entered into a separate Inventory Financing and Security Agreement to finance the Company's used vehicle inventory. The line of credit under the 18-Month Floor Plan Facility is up to $2.0 billion, which becomes available following the maturity and repayment of the 12-Month Floor Plan Facility, and its maturity date is March 22, 2024. About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. The Company is transforming the used car buying and selling experience by giving consumers what they want -- a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Carvana Co. reported a net loss of $287 million in 2021, a net loss of $462 million in 2020, a net loss of $365 million in 2019, a net loss of $254.74 million in 2018, and a net loss of $164.32 million in 2017. As of June 30, 2022, the Company had $10.50 billion in total assets, $9.64 billion in total liabilities, and $864 million in total stockholders' equity. * * * As reported by the TCR on Aug. 18, 2022, S&P Global Ratings revised its outlook on Carvana Co. to stable from positive and affirmed its 'CCC+' issuer credit rating. S&P said, "The stable outlook reflects our expectation that Carvana will maintain sufficient liquidity over the next 12 months to support its cash burn while it continues to try and reduce its costs and improve profitability back toward breakeven." In April 2022, Moody's Investors Service downgraded Carvana Co.'s, corporate family rating to Caa1 from B3. Moody's said the downgrade reflects Carvana's very weak credit metrics, persistent lack of profitability and negative free cash flow generation which Moody's expect to continue as the company embarks on building out, adequately staffing and ramping up acquired sites and existing locations to where they are cash flow positive on a sustained basis. The downgrade also reflects governance considerations particularly Carvana's financial policies which support its external floor plan facilities going current despite the expectation for significant negative free cash flow as well as its decision to finance the ADESA acquisition partially with debt despite its very high leverage. CITE LLC: Trustee Taps Powell Junia PC as Special Counsel --------------------------------------------------------- Robert Handler, the trustee appointed in the Chapter 11 case of Cite, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Powell Junia PC as special counsel. The trustee needs a special counsel to handle certain matters pertaining to the sale of the Debtor's restaurant, located at 505 N. Lake Shore Drive, Chicago, Ill. The hourly rates for the firm's attorneys range from $385 to $450. The trustee anticipates most of the services will be performed by Harlan Powell, Esq., managing partner at Powell Junia, at a rate of $450 per hour. Mr. Powell disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Harlan Powell, Esq. Powell Junia PC 230 W. Huron Street, Suite 500 Chicago, IL 60654 Telephone: (312) 257-4662 About Cite LLC Cite LLC, an American restaurant business, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-13730) on Dec. 3, 2021, with $5,517,547 in total assets and $7,945,223 in total liabilities. Robert Handler has been appointed as Subchapter V trustee. Judge Janet S. Baer oversees the case. The Debtor tapped Golding Law Offices, PC as bankruptcy counsel and Powell Junia PC as special counsel. CITIUS PHARMACEUTICALS: Collaborates With PITT on Tumor Treatment ----------------------------------------------------------------- Citius Pharmaceuticals, Inc. has collaborated with Dr. Haider Mahdi at the University of Pittsburgh in an investigator-initiated trial to evaluate I/ONTAK ("denileukin diftitox" or "E7777") in combination with pembrolizumab in the treatment of recurrent or metastatic solid tumors. "We are honored to support Dr. Mahdi and his team at the University of Pittsburgh in this Phase 1 investigator-initiated study to evaluate I/ONTAK as a combination therapy in the treatment of solid tumors. This study will expand the body of knowledge about I/ONTAK's unique mechanism-of-action targeting the CD25 component of the IL-2 receptor which is present on both malignant T-cells (T-cell leukemias and lymphomas) and immunosuppressive regulatory T-cells (T-regs)," stated Dr. Myron Czuczman, chief medical officer of Citius. "Preclinical research in a syngeneic solid tumor mouse model shows that E7777 (denileukin diftitox) enhances anti-tumor activity and significantly extends survival benefit of anti-PD-1 therapy. This data provides a positive signal of denileukin diftitox's potential in the immuno-oncology space. There remains a significant ongoing need for innovative, effective, and well-tolerated treatments for cancer patients with solid tumors, and we are excited that I/ONTAK may provide meaningful antitumor activity in combination with the PD-1 inhibitor pembrolizumab (KEYTRUDA)," added Dr. Czuczman. "Encouraging clinical data emerging in the field of tumor immunotherapy have demonstrated that therapies focused on enhancing T-cell responses against cancer result in a significant survival benefit in patients with advanced malignancies. Overexpression of PD-L1 on tumor cells has been reported to impede anti-tumor immunity, resulting in immune evasion. The interruption of the PD-1:PD-L1 pathway combined with diminishing the suppressive effect by T-regs may represent an attractive strategy for restoring tumor-specific T-cell immunity. This first in human I/ONTAK plus anti-PD-1 combination immunotherapy study is a significant step towards advancing a T-cell-based therapeutic approach to treating solid tumors," stated Dr. Haider Mahdi, University of Pittsburgh, Assistant Professor, Department of Obstetrics, Gynecology & Reproductive Sciences Education & Training. Additionally, Citius is collaborating with an investigator-initiated study at the University of Minnesota (UMN). This Phase 1 dose-finding study to evaluate I/ONTAK prior to tisagenleucel (KYMRIAH) CAR-T therapy in patients with diffuse large B-cell lymphoma (DLBCL) enrolled its first patient in May 2021. About Citius Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com-- is a specialty pharmaceutical company dedicated to the development and commercialization of critical care products targeting unmet needs with a focus on anti-infectives, cancer care and unique prescription products. Citius reported a net loss of $23.05 million for the year ended Sept. 30, 2021, a net loss of $17.55 million for the year ended Sept. 30, 2020, a net loss of $15.56 million for the year ended Sept. 30, 2019, a net loss of $12.54 million for the year ended Sept. 30, 2018, and a net loss of $10.38 million for the year ended Sept. 30, 2017. As of June 30, 2022, the Company had $120.31 million in total assets, $9.98 million in total liabilities, and $110.33 million in total equity. CITY BREWING: Moody's Lowers CFR to 'B3', Outlook Negative ---------------------------------------------------------- Moody's Investors Service downgraded City Brewing Company, LLC's Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, and the rating on the company's senior secured bank credit facilities to B3 from B2. The rating outlook is negative. The downgrade to B3 was prompted by a slower than anticipated recovery after the events of 2021, when results deviated materially from original growth and cash flow expectations as expansion in the hard seltzer market slowed, leaving excess inventory in trade channels for City's largest customers. Key customers pulled back on orders until the inventory overhang could be cleared, which in turn made City less efficient, because it did not downscale its cost structure immediately due to concerns about worker shortages, and because it expected the pull back to be temporary. While the company says that the inventory overhang has since been cleared, supply chain and labor availability challenges have persisted into 2022 making it difficult for the company to meet demand and slashing its efficiency. Furthermore, the hard seltzer market has continued to see lower demand than anticipated, although the overall flavored malt beverage (FMB) sector continues to grow, and the company has been qualifying new customers and products. Exacerbating these issues, equipment delivery delays for new lines at the Irwindale brewery meant that the company missed the ability to fulfill orders for the key summer selling season and may not regain some of those customers until the new calendar year when contracts reset. The company has been challenged with labor issues including a one-week strike at its Latrobe facility, higher labor costs, and a high turnover rate and difficulty recruiting at its Memphis facility, normally one of its most productive. Because certain of its inflationary fee increases are only reset once a year in January, the company's ability to pass on costs will be more limited for the remainder of 2022. All of these issues have combined to limit top line growth, significantly squeeze margins, kept free cash flow negative and led to additional debt. To bolster liquidity, the company entered into $14.8 million in equipment leases at Irwindale and a sale leaseback for its La Crosse, Wisconsin brewery, which raised $57 million in cash. The new funds allowed City Brewing to continue to fund expansion capital spending and repay most, but not all of its revolver. While these transactions helped to improve liquidity, they also increased Moody's adjusted debt and leverage well above initial expectations. Moody's now expects pro-forma debt to EBITDA leverage (including Moody's adjustments) to end full year 2022 at above 10x, compared with around 6x expected at the time of the last downgrade. While Moody's expects EBITDA to begin to improve in 2023, leverage will remain high at over 7.5x, a level that is more consistent with a B3 CFR given the company's operating profile. With lower growth expectations, the company is also moderating the timing of growth capital spending to better align with demand, which will help to preserve cash. Nevertheless, Moody's expects free cash flow to be negative in 2022, partly due to growth investments, and breakeven at best in 2023 as cash flows begin to recover but capital expenditures remain high. Moody's anticipates that growth will be bolstered in 2023 as Irwindale comes more fully on line, with both slim can and variety pack equipment lines now delivered and operational, and as the company begins to transition the Pabst Blue Ribbon business onto its platform. The following ratings/assessments are affected by the action: Ratings Downgraded: Issuer: City Brewing Company, LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Bank Credit Facility (Revolver and Term Loan), Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: City Brewing Company, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE City's B3 CFR reflects the company's position as the largest non-brand owning alcoholic beverage co-manufacturer in the US, with a longstanding customer base, moderate commodity price exposure, and an asset base that is more geographically diverse with the 2021 addition of the Irwindale brewery in California. The company benefits from attractive category positioning, with its business skewed toward producing beverages in fast growing, premium beverage categories leading to healthy margins. City Brewing also offers customers solutions to manage the increasing product and packaging complexity in the industry that has significant barriers to entry. These strengths are counterbalanced by high leverage following its 2021 refinancing, smaller scale than most rated beverage companies, operational risks associated with capacity expansion and the build out of the Irwindale Brewery, and negative free cash flow in 2022 due to supply chain challenges, lost business due to equipment delays and reduced but still high capital spending. Moody's expects free cash flow to improve in 2023 due to sales and profit growth, but free cash flow is still likely to be near break-even because of labor and energy inflation, still substantial growth capex and rising interest rates. City Brewing continues to face operational challenges related to supply chain issues and labor availability, risks around its expansion plans and the risk of potential loss of business should categories currently in favor begin to decline, or if customers move production in house or to other co-packers. Although declining, the company still has significant customer concentration with its top two customers accounting for more than 50% of sales. City Brewing's liquidity is considered weak as it is constrained by a modest $7 million cash balance as of June 2022 and uncertainty regarding the company's ability to generate meaningful positive free cash flow over the next year. The company's $122 million revolving credit facility expires in 2026 and provides good liquidity support but the company is reliant on the facility to fund growth investments over the next year. As of the end of June, the revolver had $13.8 million drawn. The revolving credit facility is subject to a springing Net Debt / EBITDA leverage covenant of 7.15x, which is only tested if borrowings exceed 30% at the end of a quarter. While the borrowings were not at a level that would require testing, the 6.37x bank leverage calculation the end of June 2022 provides a relatively modest cushion. Further, given lower than originally planned EBITDA, it is Moody's expectation that in order to fund growth capital spending, City will likely need either to draw beyond the 30% covenant trigger level of the facility, or raise cash through other means that could include adding leverage through new debt or sale leasebacks. Moody's does not believe that the growth capital spending is entirely discretionary or deferrable due to commitments to provide capacity to customers. The term loan contains no financial maintenance covenants. Moody's expects that the company will begin to see top line momentum restored as key customers resume orders following the hard seltzer inventory reset and given that the delayed equipment is now up and running at Irwindale, but growth will occur later and be slower than previously expected. City will also benefit from the gradual transition of Blue Ribbon (Pabst) Brewing production from Molson Coors to City Brewing before the end of 2024. ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS City Brewing's ESG Credit Impact Score is highly negative (CIS-4) driven by its G-4 governance score owing to its aggressive financial policy and private ownership. Moderately negative environmental risks exist in relation to water management, natural capital and waste and pollution although its clients assume much of the supply chain risk. Social risk is also moderately negative due to customer relations risk related to its production of alcoholic beverages as well as premium low and no-alcohol products. City Brewing is also exposed to social and demographic trends, which can change consumption patterns and thus demand for products that the company co-manufactures. As a private company with high leverage and concentrated control, governance risk is highly negative. Environmental risks are moderately negative (E-3) for City Brewing in line with other beverage producers. This mainly reflects the industry's exposure to water management, waste and pollution and reliance on natural capital. While the co-packer's customers largely assume supply and sourcing risks, beverage producers rely on availability of water and specific agricultural ingredients some of which are difficult to obtain or to substitute, without which they cannot produce the end products. City Brewing's physical climate and carbon transition risks are neutral to low. City Brewing's social Issuer Profile Score is moderately negative (S-3), reflecting risks associated with its co-manufacturing of both alcoholic as well as premium non- alcoholic beverages, and its exposure to shifting demographic trends that can cause sudden shifts in the needs of its customer base. The company monitors its social risks closely, including product quality and safety and transparent labeling. Social risks also include exposures to potential changes in demographics and societal trends, which could lead to volume pressure, mitigated by ongoing premiumization and product innovation. These risks are balanced by neutral to low risks for health and safety, human capital and responsible production. City Brewing's highly negative (G-4) governance score is influenced by its private ownership. The company is minority owned by private equity firms Charlesbank, and Oaktree Capital Management, with the majority held by Blue Ribbon Partners, which is led by American beverage entrepreneur Eugene Kashper. Moody's believes City Brewing's financial policies are aggressive. This is evidenced by the company making larger than normal distributions to its owners in 2020 and further shareholder distributions were funded with additional debt through the 2021 refinancing. These distributions are aggressive at a time when the company was also investing heavily to expand capacity and ramp up new volume in newer beverage categories. Still, the company's stated plans to lower debt-to-EBITDA leverage over time to under 4x (based on the company's calculation) provides an indication of a current focus on leverage reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects the lack of visibility around an operational recovery given that many of the inefficiencies the company is experiencing are related to supply chain challenges that are not entirely within its control. The negative outlook also reflects the need for substantial capital spending to meet customer commitments, which is leading to negative free cash flow and higher leverage. Negative free cash flow will persist when capital spending subsides if operating cash flow does not improve. A weakened liquidity position given significantly lower than expected sales and free cash flows is also contributing to the negative outlook because it is increasing funding needs and debt. Failure to reduce leverage through earnings growth over the next 18 months could result in a downgrade. A rating upgrade could be considered if the company completes expansion initiatives, restores operating efficiencies and growth, further diversifies its customer base to reduce customer concentration, restores healthy margins, demonstrates a conservative financial policy such that debt to EBITDA is sustained below 6x, and generates solid, consistent free cash flow. A downgrade could be warranted in the case of further operational difficulties, including any material delays in getting new capacity on-line to successfully ramp up production, failure to regain customers and fulfill their orders, failure to improve margins, sustained loss of significant customer business that would leave capacity underutilized, large debt financed shareholder returns or acquisitions or if debt to EBITDA leverage is likely to exceed 8.0x (including Moody's adjustments) by the end of 2023. A deterioration in liquidity could also lead to a downgrade. The principal methodology used in these ratings was Alcoholic Beverages published in December 2021. Headquartered in La Crosse, WI, City Brewing Company, LLC is engaged primarily in the contract production and packaging of beverages including beer and malt based alcoholic beverages, teas, energy drinks and soft drinks. Customers include large branded, independent beverage makers and marketers, including companies engaged in both the alcoholic and non-alcoholic beverage segments. The company operates breweries in La Crosse, WI, Latrobe, PA and Memphis, TN. The purchase in 2021 of the Irwindale, CA equipment and leasehold added a fourth brewery on the west coast. The company is minority owned by private equity firms Charlesbank, and Oaktree Capital Management, with the majority held by Blue Ribbon Partners, which is owned and led by American beverage entrepreneur Eugene Kashper. City's net sales for the LTM ended June 30, 2022 were over $400 million. However, these revenues are predominately fees and thus may not be comparable with revenues generated by other contract manufacturers. CLEAN ENERGY: Issues $300K Convertible Note to Mast Hill -------------------------------------------------------- Clean Energy Technologies, Inc. closed the transactions contemplated by the Securities Purchase Agreement with Mast Hill, L.P. dated Sept. 16, 2022 pursuant to which the Company issued to Mast Hill a $300,000 Convertible Promissory Note, due Sept. 20, 2023 for a purchase price of $270,000 plus an original issue discount in the amount of $30,000.00 at an interest rate of 15% per annum. The principal and interest of the Note may be converted in whole or in part at any time on or following the earlier of (i) upon an event of default or (ii) the date that the Company consummates an IPO and up listing to a national exchange, into common stock of the Company, par value $.001 share, subject to anti-dilution adjustments and for certain other corporate actions subject to a beneficial ownership limitation of 4.99% of Mast Hill and its affiliates. The per share conversion price into which principal amount and accrued interest may be converted into shares of Common Stock equals $0.025. However if the Company consummates the Up List Offering on or before March 15, 2023, then the conversion price will equal 75% of the offering price per share of Common Stock (or units) as set in the Up List Offering. Upon an event of default, the Note will become immediately payable, and the Company shall be required to pay a default rate of interest of 15% per annum. If the Company issues an equity security or security convertible into Common Stock following the issue date of the Note, the conversion price of the Note will be lowered to such price. Certain existing convertible debt is excluded from these antidilution provisions. At any time prior to an event of default, the Note may be prepaid by the Company at a 115% premium. The note contains customary representations, warranties and covenants of the Company. The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing Mast Hill with registration rights. The Company issued Mast Hill a five-year warrant to purchase 3,750,000 shares of Common Stock in connections with the transactions. The Warrant may be exercised, in whole or in part, on the earlier of (i) on or after March 15, 2023 or (ii) the date that the Company consummates an Up List Offering. The exercise price of the Warrant is $0.04 per share, however, that if the Company consummates an Up List Offering on or before March 15, 2023, then the exercise price equals 120% of the offering price per share of Common Stock (or unit) as set in the Up List Offering. If (i) the date of an exercise notice is on or after March 15, 2023 and (ii) the per share price of Common Stock is greater than the exercise price, then, unless there is an effective non-stale registration statement the Warrant may be exercised on a cashless exercise basis. About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has an accumulated deficit, net losses, and working capital deficit from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. CONCRETE PUMPING: Moody's Hikes CFR to B1, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Concrete Pumping Holdings, Inc.'s ("CPH") corporate family rating to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. The rating outlook is stable. The company's speculative grade liquidity (SGL) rating was maintained at SGL-2. "The upgrade reflects meaningful improvement of CPH's leverage over the past several years and Moody's expectation that CPH will maintain moderate leverage and its strong credit profile while it continues to expand its operation," said Motoki Yanase, VP - Senior Credit Officer at Moody's. Moody's took the following actions: Upgrades: Issuer: Brundage-Bone Concrete Pumping Holdings Inc. Senior Secured 2nd Lien Global Notes, Upgraded to B2 (LGD4) from B3 (LGD4) Issuer: Concrete Pumping Holdings, Inc. Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Outlook Actions: Issuer: Brundage-Bone Concrete Pumping Holdings Inc. Outlook, Remains Stable Issuer: Concrete Pumping Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Since taking on additional debt to combine its business with Industrea Acquisition Corp. in December 2018, CPH has demonstrated a track record of improving leverage while growing its scale. Its debt/EBITDA ratio has improved from 4.9x for the fiscal year that ended in October 2019 (fiscal 2019) to 3.6x for the twelve months that ended in July 2022. During this period, the company managed the amount of total debt around the same level, while its EBITDA continued to expand. Moody's expect CPH to maintain moderate leverage over the next several years while the company continues to invest in expanding its operations. This is supported by the company's large scale relative to the other competitors in the sector, high profitability, and low level of maintenance capital spending that provides flexibility to maintain free cash flow generation. The credit quality of CPH reflects the company's superior service capabilities and better industry position than its peers in the fragmented concrete pumping industry; its robust profitability, with EBITA margin exceeding 20% supported by its predominantly variable cost structure; wide geographic footprint; limited working capital requirements; and flexibility in capital spending that supports free cash flow (FCF) generation. On the other hand, CPH's credit quality is constrained by a small revenue base of less than $500 million even though it is materially larger than its competitors in the fragmented concrete pumping industry. In addition, CPH serves cyclical end markets in the residential and nonresidential construction space, which could introduce volatility in operating results. For fiscal 2022, Moody's expect FCF to fall negative as the company spends on asset acquisitions and new equipment to grow its business. The stable outlook reflects Moody's expectation that CPH can manage its cash flow and total debt, and keep credit metrics in line with its ratings, together with good liquidity. SGL-2 Speculative Grade Liquidity rating of CPH reflects Moody's expectation that the company will maintain good liquidity, supported by an $160 million of asset-based revolver (unrated), upsized from $125 million in August 2022. As of July 31, 2022, the company kept limited cash on hand of $2.4 million and used $16.8 million of revolver drawing to finance additional growth capital spending. Given Moody's projection of positive FCF generation for fiscal 2023, Moody's expect CPH to maintain substantial capacity under the revolver over the next 12 months. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Environmental, social and governance risks (ESG) are incorporated into CPH's ratings. Key considerations on CPH's governance risk relates to its financial policy, characterized by a managed level of total debt that improved leverage over the past several years as profit expanded. The company still remains leveraged against its limited scale measured by revenue. Ownership of the company is concentrated to some extent as 27% is held by private equity firm Argand Partners and 19% is held by PGP Investors, which is associated with the former owner of the company. The risk on ownership concentration is partly mitigated by CPH's status as a public company, with a diversified twelve person board, of which nine are independent. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if CPH continues to improve its credit metrics while the company expands its scale. Specifically, the ratings could be upgraded if debt/EBITDA is approaching 2.5x and retained cash flow/net debt is above 25%, while keeping good liquidity. Moody's could downgrade the ratings if CPH's credit metrics deteriorate with significant capital spending or acquisitions. Specifically, the ratings could be downgraded if debt/EBITDA rises above 4.0x, retained cash flow/net debt falls below 15%, or its liquidity deteriorates. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Thornton, Colorado, Concrete Pumping Holdings, Inc. (CPH) is a leading provider of concrete pumping services and concrete environmental waste management solutions in the United States and United Kingdom. For the twelve months that ended in July 2022, the company generated about $374 million in revenue. CUREPOINT LLC: U.S. Trustee Seeks Appointment of Bankruptcy Trustee ------------------------------------------------------------------- The U.S. Department of Justice's bankruptcy watchdog is seeking to give control of Curepoint, LLC's estate to a bankruptcy trustee, citing several transfers of funds made by the company to entities either owned or controlled by its manager. In her motion filed with the U.S. Bankruptcy Court for the Northern District of Georgia, Mary Ida Townson, U.S. Trustee for Region 21, said the company's manager, Phillip Miles, committed gross mismanagement when he transferred more than $1.7 million to entities he either owns or controls prior to the company's Chapter 11 filing. The entities which received payments from Curepoint are Eclipse Staffing LLC, MEC Capital Inc., Medical Management Institute Inc., Mittere Inc., Northwinds Leasing LLC, Zeroholdings LLC, and Physician Financial Partners LLC. Except for Eclipse Staffing, none of these entities provided any goods or services to Curepoint, according to Mr. Miles' own testimony at the meeting of creditors held on Sept. 12. "Mr. Miles' subsequent transfer of funds to other entities he owns and controls rises to the level of gross mismanagement and is cause for the appointment of a Chapter 11 trustee," the U.S. trustee said in court papers. An evidentiary hearing on the U.S. trustee's motion is scheduled for Oct. 12. About Curepoint LLC Curepoint, LLC -- https://www.curepointcancer.com/ -- provides radiation treatment for cancer patients at its facility in Dublin, Ga. Curepoint filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-56501) on Aug. 19, 2022, with between $1 million and $10 million in both assets and liabilities. Todd E. Hennings has been appointed as Subchapter V trustee. Judge Jeffery W. Cavender oversees the case. Will B. Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. DYNAMETAL TECHNOLOGIES: Wins Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee, Eastern Division, authorized Dynametal Technologies, Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires access to cash collateral to continue operating its business. That Debtor is a borrower under a loan agreement with Pinnacle Bank dated August 29, 2018, which Loan Agreement includes: a. A term loan facility in the original principal amount of $3,000,000; and b. A revolving credit facility in an original amount not to exceed $1.5 million; and c. Other loan documents evidencing and relating to the Term Loan Facility and the Revolving Credit Facility. The Revolving Credit Facility matured on July 31, 2022. As of the Petition Date, the principal balance owed under the Term Loan Facility was at least $1.23 million and that the principal balance owed under the Revolving Credit Facility was at least $897,000. Pinnacle has perfected security interests in, without limitation, the Debtor's tangible and intangible property, including the Debtor's cash, cash receipts, accounts receivables and proceeds which secures the Pre-Petition Debt pursuant to a Security Agreement dated August 29, 2018. As adequate protection, Pinnacle is granted, as additional security, a continuing and replacement first priority, automatically perfected security interest in, and lien upon, all of the Debtor's unencumbered real and personal property and assets. The Replacement Liens will be enforceable in an amount equal to any aggregate post-petition diminution in the value of the prepetition collateral, as such prepetition collateral existed as of the Petition Date. The Replacement Liens granted, and the collateral and liens relating thereto, will be subject and subordinate to a carve-out for (a) the payment of allowed professionals fees and disbursements (subject to the terms of the Budget) by the attorneys, accountants and other professionals retained pursuant to section 327 or 1103 of the Bankruptcy Code by the Debtor in the Chapter 11 Cases during a period capped at $50,000; and (b) the payment of any fees payable to the Clerk of the Bankruptcy Court. As further adequate protection for any diminution in value resulting from the use of the cash collateral on or after the Petition Date pursuant to the Final Order, Pinnacle is granted adequate protection payments in an amount equal to interest only payments on the Term Loan Facility and the Revolving Credit Facility, on these following dates and amounts: * Term Loan Facility: August 30, 2022 - $4,251; September 30, 2022 – $4,114; and October 31, 2022 – $4,251; * Revolving Credit Facility: August 30, 2022 - $6,062; September 30, 2022 - $5,866.80; and October 31, 2022 – $6,062. The Debtor's authority to use the cash collateral will immediately and automatically terminate upon the earliest occurrence of any of the following: a. The dismissal of the Chapter 11 Case or conversion of the Chapter 11 Case to a Chapter 7; b. The appointment of a trustee or examiner in the Chapter 11 Case; c. Unless the order provides otherwise, the entry of an order granting Pinnacle relief from the automatic stay provisions of Section 362 of the Bankruptcy Code; d. The occurrence or existence of a default under any of the terms and conditions of the Final Order that remains uncured after five calendar days; or e. October 31, 2022. A copy of the order is available at https://bit.ly/3eQ7ztf from PacerMonitor.com. About Dynametal Technologies, Inc. Dynametal Technologies, Inc. is an employee-owned powder metal parts manufacture. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-10831) on August 1, 2022. The petition was signed by Robert L. Nolan, the Debtor's president. Dynametal's Chapter 11 petition listed $7.9 million in total assets and $4.4 million in total liabilities. Judge Jimmy L. Croom oversees the case. Steven N. Douglass, Esq., at Harris Shelton, PLLC is the Debtor's counsel. EDGEWORX: Hilco Streambank Soliciting Offers for Darcy.AI --------------------------------------------------------- Hilco Streambank is offering for sale the assets of Edgeworx, which has developed an edge computing artificial intelligence solution for software developers along with associated hardware. The product -- Darcy.AI -- allows developers to build in their local environment, deploy applications and hardware at the edge, and run artificial intelligence software utilizing the cloud. The company's software serves as an operating system allowing developers to build real-time artificial intelligence into the infrastructure of the edge of networks. The hardware -- first deployed via a camera -- allows businesses to employ a sleek, computer vision camera at the source of data capture. The cloud permits the camera – or any other hardware or software at the edge -- to operate remote hardware and software just like anything else in the cloud, without pushing video feeds back to servers. BID DEADLINE October 17, 2022 at 12:00 p.m. ET AUCTION October 18, 2022 at 12:00 p.m. ET Opportunity Overview The assets are being offered pursuant to Article 9 of the Uniform Commercial Code on behalf of the secured lender. Contact Hilco Streambank to learn more. GABE FRIED CEO 617.458.9355 gfried@hilcoglobal.com RICHELLE KALNIT SVP 212.993.7214 rkalnit@hilcoglobal.com STELLA SILVERSTEIN ANALYST 646.651.1953 ssilverstein@hilcoglobal.com EMPIRE SPORTS: Seeks Approval to Hire Bankruptcy Counsel -------------------------------------------------------- Empire Sports & Entertainment, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its rights, powers and duties in this case; (b) advise and assist the Debtor in the preparation of its petition, schedules, and statement of financial affairs; (c) assist and advise the Debtor in connection with the administration of this case; (d) analyze the claims of the creditors in this case, and negotiate with such creditors; (e) investigate the acts, conduct, assets, rights, liabilities and financial condition of the Debtor and its business; (f) advise and negotiate with respect to the sale of any or all assets of the Debtor; (g) investigate, file and prosecute litigation of behalf of the Debtor; (h) propose a plan of reorganization; (i) appear and represent the Debtor at hearings, conferences, and other proceedings; (j) prepare and/or review motions, applications, orders, and other filings filed with the court; (k) institute or continue any appropriate proceedings to recover assets of the estate; and (l) perform any and all such other legal services as may be required that are in the best interest of the estate or its creditors. The hourly rates of the firm's counsel and staff are as follows: Myron N. Terlecky $375 John W. Kennedy $325 Law Clerks $125 The firm received a retainer in the amount of $25,400 from the Debtor. John Kennedy, Esq., an attorney at Strip, Hoppers, Leithart, McGrath & Terlecky Co., disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Myron N. Terlecky, Esq. John W. Kennedy, Esq. Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA 575 South Third Street Columbus, OH 43215-5759 Telephone: (614) 228-6345 Facsimile: (614) 228-6369 Email: mnt@columbuslawyer.net jwk@columbuslawyer.net About Empire Sports & Entertainment Empire Sports & Entertainment, Inc. is a full-service event management and production company specializing in corporate events, sporting events, meetings and conferences, hospitality services, and non-profit events. Empire Sports & Entertainment sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-52666) on Sept. 12, 2022, with up to $500,000 in assets and up to $10 million in liabilities. Alexander M. Schaffe, president of Empire Sports & Entertainment, signed the petition. Judge Mina Nami Khorrami oversees the case. Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA serves as the Debtor's counsel. ENDO INT'L: Future Claimants' Rep Taps Ducera as Investment Banker ------------------------------------------------------------------ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases of Endo International plc and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Ducera Partners, LLC as investment banker. Ducera will render these services: (a) evaluate from a financial perspective any proposed resolution of claims made, and claims which may be asserted in the future, against the Debtors; (b) assess the ability of the Debtors to contribute to the resolution of the claims, as well as the exposure, if any, of any legacy owners of the Debtors; (c) assist with an assessment of insurance coverage, indemnification rights, and supplier, distributor, and retailer liability exposure; (d) assist with analysis and evaluation of alternative potential resolution scenarios and strategic alternatives available to the Debtors; (e) provide deposition and hearing testimony, as such may be necessary, relating to matters on which Ducera has been engaged to perform its investment banking services; (f) assist with the evaluation, arrangement, structuring, negotiation, and effectuation of a transaction; (g) assess and analyze the Debtors' financial liquidity and evaluating alternatives to improve such liquidity in connection with a transaction; and (h) provide such other investment banking services as may be agreed upon by Ducera, proposed counsel to the proposed future claimants' representative, and the proposed future claimants' representative. Ducera will be compensated as follows: (a) a non-refundable monthly cash fee of $125,000; (b) a $1,750,000 fee payable upon consummation of a transaction; and (c) reimbursement for all reasonable and documented out-of-pocket expenses incurred. Agnes Tang, a partner at Ducera Partners, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Agnes K. Tang, Esq. Ducera Partners LLC 11 Times Square, Floor 36 New York, NY 10036 Telephone: (212) 671-9700 About Endo International Endo International plc (NASDAQ: ENDP) is a specialty pharmaceutical company committed to helping everyone we serve live their best life through the delivery of quality, life-enhancing therapies. Its decades of proven success come from passionate team members around the globe collaborating to bring the best treatments forward. Together, we boldly transform insights into treatments benefiting those who need them, when they need them. On the Web: http://www.endo.com/ On August 16, 2022, Endo International plc and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The Company's cases are pending before the Honorable James L. Garrity, Jr. The Company has put up a Web site dedicated to its restructuring: http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel; PJT Partners LP as investment banker; and Alvarez & Marsal as financial advisor. Kroll is the claims agent. Roger Frankel, the legal representative for future claimants in these Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as investment banker. ENDO INT'L: Future Claimants' Rep Taps Frankel Wyron as Counsel --------------------------------------------------------------- Roger Frankel, the legal representative for future claimants in the Chapter 11 cases of Endo International plc and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Frankel Wyron, LLP as counsel. Frankel Wyron will render these services: (a) advise the proposed future claimants' representative with respect to his powers and duties; (b) advise the proposed future claimants' representative on strategic issues relating to the rights and positions of parties in the Chapter 11 cases and their impact on the interests of future claimants; (c) advise the proposed future claimants' representative in connection with any proposed sale(s) of assets as well as the formulation, negotiation, confirmation, and implementation of any Chapter 11 plan (or plans) in the Chapter 11 Cases and any transactions related thereto; (d) work with the proposed future claimants' representative and the experts he is authorized to retain to coordinate the work of his professionals to ensure that he is provided with the advice and information necessary to perform his duties efficiently and effectively; and (e) perform such other legal services, in conjunction and coordination with other professionals retained by the proposed future claimants' representative as may be necessary and proper in the Chapter 11 Cases. Richard Wyron, Esq., a partner at Frankel Wyron, will be paid at his hourly rate of $1,030, plus expenses. The Debtors agreed to provide the firm with a retainer of $400,000. Frankel Wyron also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: The firm has not agreed to a variation of its standard or customary billing arrangements for this engagement. Question: Do any of the firm professionals in this engagement vary their rate based on the geographical location of the Debtors' Chapter 11 cases? Answer: The firm's professionals have not varied their rates based on the geographic location of the Chapter 11 cases. Question: If the firm has represented the Debtors in the 12 months prepetition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the firm's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: The firm was retained by the proposed future claimants' representative prepetition as counsel pursuant to the engagement letter. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the application. Question: Have the Debtors approved the firm's budget and staffing plan, and if so, for what budget period? Answer: The proposed future claimants' representative has or will approve the prospective budget and staffing plan for the firm's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Mr. Wyron disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard H. Wyron, Esq. Frankel Wyron LLP 2101 L. Street, N.W., Suite 800 Washington, DC 20037 Telephone: (202) 367-9127 Email: rwyron@frankelwyron.com About Endo International Endo International plc (NASDAQ: ENDP) is a specialty pharmaceutical company committed to helping everyone we serve live their best life through the delivery of quality, life-enhancing therapies. Its decades of proven success come from passionate team members around the globe collaborating to bring the best treatments forward. Together, we boldly transform insights into treatments benefiting those who need them, when they need them. On the Web: http://www.endo.com/ On August 16, 2022, Endo International plc and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The Company's cases are pending before the Honorable James L. Garrity, Jr. The Company has put up a Web site dedicated to its restructuring: http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel; PJT Partners LP as investment banker; and Alvarez & Marsal as financial advisor. Kroll is the claims agent. Roger Frankel, the legal representative for future claimants in these Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as investment banker. ENDO INT'L: Future Claimants' Rep Taps Young Conaway as Counsel --------------------------------------------------------------- Roger Frankel, the legal representative for future claimants in the Chapter 11 cases of Endo International plc and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Young Conaway Stargatt & Taylor, LLP as counsel. Frankel Wyron will render these services: (a) advise the proposed future claimants' representative with respect to his powers and duties; (b) take any and all actions necessary to protect and maximize the value of the Debtors' estates; (c) appear on behalf of the proposed future claimants' representative at hearings, proceedings before the court, and meetings and other proceedings in the Chapter 11 cases, as appropriate; (d) prepare legal papers; (e) represent and advise the proposed future claimants' representative with respect to any contested matter, adversary proceeding, lawsuit or other proceeding; and (f) perform any other legal services requested by the proposed future claimants' representative in connection with the Chapter 11 cases. The hourly rates of the firm's counsel and staff are as follows: Partners and Counsel $475 - $1,590 Associates $375 - $650 Paralegals $180 - $335 Young Conaway also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement. Question: Do any of the firm professionals in this engagement vary their rate based on the geographical location of the Debtors' Chapter 11 cases? Answer: None of Young Conaway's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 cases. Question: If the firm has represented the Debtors in the 12 months prepetition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the firm's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Young Conaway was retained by the proposed future claimants' representative as counsel pursuant to the engagement letter. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the application. Question: Have the Debtors approved the firm's budget and staffing plan, and if so, for what budget period? Answer: The proposed future claimants' representative has or will approve the prospective budget and staffing plan for Young Conaway's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Edwin Harron, Esq., a partner at Young Conaway Stargatt & Taylor, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: James L. Patton, Jr., Esq. Robert S. Brady, Esq. Edwin J. Harron, Esq. Sean T. Greecher, Esq. Young Conaway Stargatt & Taylor, LLP Rockefeller Center 1270 Avenue of the Americas, Suite 2210 New York, NY 10020 Telephone: (212) 332-8840 Facsimile: (212) 332-8855 Email: jpatton@ycst.com rbrady@ycst.com eharron@ycst.com sgreecher@ycst.com About Endo International Endo International plc (NASDAQ: ENDP) is a specialty pharmaceutical company committed to helping everyone we serve live their best life through the delivery of quality, life-enhancing therapies. Its decades of proven success come from passionate team members around the globe collaborating to bring the best treatments forward. Together, we boldly transform insights into treatments benefiting those who need them, when they need them. On the Web: http://www.endo.com/ On August 16, 2022, Endo International plc and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The Company's cases are pending before the Honorable James L. Garrity, Jr. The Company has put up a Web site dedicated to its restructuring: http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel; PJT Partners LP as investment banker; and Alvarez & Marsal as financial advisor. Kroll is the claims agent. Roger Frankel, the legal representative for future claimants in these Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as investment banker. ENERGY VENTURES: Moody's Puts 'B3' CFR on Review for Upgrade ------------------------------------------------------------ Moody's Investors Service placed Energy Ventures GoM LLC's (EnVen, a wholly owned subsidiary of EnVen Energy Corporation) ratings on review for upgrade, including the company's B3 Corporate Family Rating and Caa1 rating for its senior secured second lien notes due 2026. This follows the announcement by Talos Energy Inc. on September 22, 2022, of an agreement to acquire EnVen Energy Corporation for $1.1 billion. [1] Talos Production Inc. (Talos, B2 stable) is a wholly owned subsidiary of Talos Energy Inc. Consideration is comprised of 43.8 million shares of Talos Energy Inc. and $212.5 million in cash, plus the assumption of EnVen Energy Corporation's net debt at closing, which is estimated to be approximately $50 million at the end of 2022. Shareholders of Talos Energy Inc. will own approximately 66% of the pro forma company and shareholders of EnVen Energy Corporation will own the remaining 34%. The companies anticipate closing the transaction around the end of 2022. "The proposed acquisition of EnVen by Talos is credit enhancing, given Talos' stronger credit profile," commented Jonathan Teitel, a Moody's analyst. On Review for Upgrade: Issuer: Energy Ventures GoM LLC Corporate Family Rating, Placed on Review for Upgrade, currently B3 Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Gtd Senior Secured 2nd Lien Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa1 (LGD4) Outlook Actions: Issuer: Energy Ventures GoM LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS EnVen's ratings were placed on review for upgrade based on the likely acquisition by Talos, which has a stronger credit profile. The transaction will result in a larger, oil-weighted producer in the U.S. Gulf of Mexico with complementary assets that benefit from economies of scale. The acquisition of EnVen will increase Talos' production by 40%, adding about 24 thousand barrels of oil equivalent per day (Mboe/d). The transaction received the approval of both boards of directors at EnVen Energy Corporation and Talos Energy Inc. and awaits shareholder approvals, as well as regulatory approvals. Upon closing of the transaction, if Talos legally assumes or guarantees EnVen's bonds, making them pari passu with Talos' existing bonds, then the rating of EnVen's senior secured second lien notes would likely be upgraded to Talos' senior secured second lien notes rating level of B3, subject to a review of the pro forma capital structure. If EnVen were to become an unguaranteed subsidiary of Talos following the acquisition and continue to provide separate audited financial statements, then its ratings could be upgraded depending on the level of anticipated parental support and any improvements in its stand-alone credit profile. The principal methodology used in these ratings was Independent Exploration and Production published in August 2021. EnVen, headquartered in Houston, Texas, is a privately owned exploration and production company that is oil focused and operates primarily in the deep-water US Gulf of Mexico. EYE INNOVATIONS: Seeks to Hire Joseph Robertson as Bookkeeper ------------------------------------------------------------- Eye Innovations, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Joseph Robertson, a managing partner at Subsaing, Inc., as its bookkeeper. Mr. Robertson will render these services: (i) review books and records, (ii) prepare accounting reports, and (iii) assist with bank reconciliation. The compensation for these services is $150 per month for bank reconciliation, plus $350 per month for financial reporting for a total of $6,000 to be paid for services covering the entire year of 2021. As disclosed in court filings, Mr. Robertson and his firm neither represent nor hold an interest adverse to the Debtor. The professional can be reached at: Joseph Robertson, MBA Subsaing, Inc. 3021 S. 72nd Street Philadelphia, PA 19153 Telephone: (215) 960-2863 Email: info@subsaing.com About Eye Innovations Eye Innovations, LLC -- http://www.eyeinnovations.net/-- is an eye care center in Drexel Hill, Pa., that provides comprehensive optometric eye care and optical services. Eye Innovations filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10600) on March 10, 2022, listing up to $500,000 in assets and up to $1 million in liabilities. Leona Mogavero, Esq., serves as the Subchapter V trustee. The case is handled by Judge Eric L. Frank. The Debtor tapped McDowell Law, PC, led by Daniel L. Reinganum, Esq., as legal counsel and Joseph Robertson at Subsaing, Inc. as bookkeeper. EYP GROUP: Amends Classes A to A1 Claims Pay Details ---------------------------------------------------- EYP Group Holdings, Inc., et al., submitted a Second Amended Joint Chapter 11 Plan of Liquidation (with Technical Modifications) and a corresponding Disclosure Statement. The Plan contemplates a fair and efficient distribution of the sale proceeds generated by the going concern sale of substantially all of the Debtors' assets and is premised on a comprehensive settlement with and among numerous stakeholders (the "Global Settlement"), which the Debtors seek to approve under Bankruptcy Rule 9019 through the terms of this Plan. One key component of the Global Settlement is a settlement by and among the LPC Parties, the Debtors and their Estates, the Creditors' Committee, the Group I and Group II Noteholders (including SBS Noteholders in their capacities as such and in their capacities as SBS Equity Owners), and the Redemption Noteholders of the Claims (the "LPC Settlement"), arising out of or related to the 2016 ESOP Transaction (including the issuance of the LPC Note) as well as the Debtors' indemnification obligations that stem from the litigation commenced by certain Noteholder Parties and pending against the various indemnified parties, including the LPC Parties. By its terms, the LPC Settlement increases distributable proceeds to the fulcrum creditors (namely, the Group I and Group II Noteholders) by close to $6.5 million in the aggregate (as compared to the distributions set out in the Initial Plan). The increased distributable proceeds are the result of the LPC Parties' reduction of their Claims that were asserted in a liquidated amount of at least $7.95 million in exchange for the dismissal of pending litigation and releases of related claims and causes of action. The LPC Parties' agreement to the terms of the LPC Settlement is, thus, conditioned upon approval of the releases granted to the LPC Parties and the receipt by the LPC Parties of executed general releases in favor of the LPC Parties and their respective Related Parties by certain holders of Claims and Equity Interests. The Global Settlement is also premised on the waiver of accrued interest by the Redemption Noteholders (a structurally senior Class), allowing reallocation of close to $1 million in proceeds to Group I and Group II Noteholders, as well as the compromise and reallocation of distributions between Group I Noteholders and Group II Noteholders (including the SBS Noteholders). Additional settlement discussions with certain parties are ongoing, and, to the extent further settlements are reached with such additional parties, certain Carved-Out Parties may become Released Parties under the Plan, and the Debtors intend to seek the Bankruptcy Court's approval of such additional and further settlements as part of the Confirmation Hearing. The Debtors believe the Plan represents the most favorable recoveries attainable under the circumstances and provides for the quick, fair and efficient allocation of proceeds, which would be significantly decreased absent the Global Settlement embodied in the Plan. Class A consists of the Allowed Secured Claims against EYP, Inc. and/or the Licensed Operating Debtors. Except to the extent a holder of an Allowed Secured Claim has agreed to a less favorable treatment of such Claim, and only to the extent that any such Allowed Secured Claim has not been satisfied prior to the Effective Date (with the consent of the Creditors' Committee), on the Effective Date, in full and final satisfaction of such Allowed Secured Claim against all Debtors, each holder of an Allowed Secured Claim shall receive, at the option of the Litigation Trustee, such treatment as to render such holder’s Allowed Secured Claim Unimpaired. The Debtors believe that, to the extent there are any Allowed Secured Claims, they are on account of taxes in de minimis amounts, not exceeding $10,000. Class A is Unimpaired under the Plan. Class A0 consists of the Allowed Other Priority Claims against EYP, Inc. and/or the Licensed Operating Debtors. Except to the extent a holder of an Allowed Other Priority Claim has agreed to a less favorable treatment of such Claim, and only to the extent that any such Allowed Other Priority Claim has not been satisfied prior to the Effective Date (with the consent of the Creditors' Committee), on the Effective Date, in full and final satisfaction of such Allowed Other Priority Claim against all Debtors, each holder of an Allowed Other Priority Claim shall receive either: (A) Cash equal to the full unpaid amount of such Allowed Other Priority Claim or (B) such other treatment as the Litigation Trustee and the holder of such Allowed Other Priority Claim shall have agreed. Class A0 is Unimpaired under the Plan. Class A1 consists of the Allowed LPC Claims against EYP, Inc. and/or all other Debtors. As being compromised and agreed to by the holders of the Allowed LPC Claims in connection with the Global Settlement and conditioned upon the effectiveness of the releases that are granted to the LPC Parties or that are required to be delivered to the LPC Parties under the Plan, and only to the extent that the Allowed LPC Claims have not been satisfied prior to the Effective Date (with the consent of the Creditors' Committee), on the Effective Date, the LPC Claims shall be Allowed in the aggregate amount of $1,500,000, and the holders of the Allowed LPC Claims shall receive, in full and final satisfaction of any Claims against all Debtors, Cash in the amount of $1,500,000 from Distributable Cash, $1,500,000 of which shall be paid on account of the LPC Note Claim and $0.00 shall be paid on account of the LPC Indemnification Claims. Provided, however, that to receive the Distribution, the holders of the LPC Claim must consent to and vote to accept the Plan. For purposes of voting on and distribution under the Plan, LPC Parties have appointed Long Point Capital Fund III, L.P. as agent and attorney in fact for and on behalf each and all of the LPC Parties to vote its Allowed Claim in the aggregate amount of $1,500,000. Class A1 is Impaired under the Plan, and, therefore, the holders of the Allowed LPC Claims as of the Voting Record Date are entitled to vote to accept or reject the Plan. Class B0 consists of the Allowed Other Priority Claims against EYP Holdings, Inc. Except to the extent a holder of an Allowed Other Priority Claim has agreed to a less favorable treatment of such Claim, and only to the extent that any such Allowed Other Priority Claim, has not been satisfied prior to the Effective Date (with the consent of the Creditors' Committee), on the Effective Date, in full and final satisfaction of such Allowed Other Priority Claim against all Debtors, each holder of an Allowed Other Priority Claim shall receive either: (A) Cash equal to the full unpaid amount of such Allowed Other Priority Claim; or (B) such other treatment as the Litigation Trustee and the holder of such Allowed Other Priority Claim shall have agreed. Class C1 consists of all Allowed Group I/II Noteholder Claims against EYP Group Holdings, Inc. Holders of Group I and Group II Notes shall receive distributions from: (A) Distributable Cash less payments to Classes A, A0, A1, A2A, A2B, A3, B0, B1, B2, C0, C2, and C3, less the LPC Claim Reduction Amount, split 60% to holders of Group I Notes and 40% to holders of Group II Notes; (B) subject to the satisfaction of Section 4.6 of the Plan, their Pro Rata Share (calculated with respect to principal amount only and not any accrued interest) of the LPC Claim Reduction Amount; and (C) the proceeds of recoveries or benefits obtained through the prosecution of the Retained Causes of Action which shall be assigned by the Debtors to the Litigation Trust, of which holders of Group I Notes and holders of Group II Notes shall receive their Pro Rata Share. Each holder of an Allowed Group I/II Noteholder Claim (including SBS Noteholder Claims in their capacities as such and in their capacities as SBS Equity Owners) must execute a general release, in order to receive its Pro Rata Share of the LPC Claim Reduction Amount as part of its Distribution. The LPC Parties' agreement to the terms of the LPC Settlement is conditioned upon receipt by the LPC Parties of the Threshold LPC Releases. Class C3 consists of Allowed General Unsecured Claims against EYP Group Holdings, Inc. Except to the extent a holder of an Allowed General Unsecured Claim has agreed to a less favorable treatment of such Claim, and only to the extent that any such Allowed General Unsecured Claim has not been satisfied prior to the Effective Date (with the consent of the Creditors' Committee), on the Effective Date (or as soon as reasonably practicable thereafter), 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. The Plan shall be funded from (i) the Distributable Cash and the (ii) Net Litigation Proceeds. A copy of the Proposed Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3RiRDNE from epiq11, the claims agent. 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 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. FAIRMONT ORTHOPEDICS: Wins Cash Collateral Access Thru Nov 18 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota authorized Fairmont Orthopedics & Sports Medicine, P.A. to use cash collateral on a final basis up to and through November 18, 2022. To the extent of the Debtor's use of the pre-petition cash collateral, the Debtor is authorized to grant Profinium, Inc., the U.S. Small Business Administration and any other creditor holding a valid, enforceable, non-avoidable lien on any pre-petition cash collateral, a replacement lien to the same extent, validity and priority as existed prior to the Petition Date. All replacement liens to be granted by the Debtor to Profinium and the SBA as provided in the Stipulations are authorized, subject to the provisions above, and the liens will be valid, perfected, enforceable and effective as of the Petition Date without any further action by Debtor, Profinium, the SBA, and without the execution, filing and recording of any documents evidencing the same which may otherwise be required under federal or state law in any jurisdiction or the taking of any other action to validate or perfect the security interests and liens authorized to be granted to Profinium and the SBA as provided in the Stipulations. The Debtor is authorized to make all payments to Profinium and the SBA as and when required by the terms of the Stipulations. The Debtor will also continue to insure the collateral and provide the reporting and inspection rights to which Profinium and the SBA are entitled under the Stipulations. A copy of the order is available at https://bit.ly/3QN1hI7 from PacerMonitor.com. About Fairmont Orthopedics Fairmont Orthopedics & Sports Medicine, P.A., treats injuries and diseases of the knee, hip, back, shoulder, hand and foots. The Company offers pain management, surgery, orthopedics, podiatry, back and spine, physical therapy, and other related services. Fairmont Orthopedics serves customers in the State of Minnesota. Fairmont Orthopedics & Sports Medicine filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 22-30926) on June 9, 2022. In the petition filed by Corey Welchlin MD, as president, the Debtor estimated assets and liabilities between $1 million and $10 million each. The case is assigned to the Hon. Bankruptcy Judge Katherine A. Constantine. Kenneth C. Edstrom, Esq., at Sapientia Law Group, is the Debtor's counsel. Steven B. Nosek has been appointed as Subchapter V trustee. FIRST TO THE FINISH: Wins Cash Collateral Access Thru Oct 10 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Illinois authorized Michael E. Collins, the Chapter 11 Trustee for First to the Finish Kim and Mike Viano Sports Inc., to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Chapter 11 Trustee requires the use of cash collateral to minimize the disruption of the Debtor's business, operate the business in an orderly manner, maintain business relationships with vendors, suppliers, and customers, pay employees, and satisfy other operational as well as working capital needs. CNB Bank & Trust, N.A., Nike USA, Inc., and the Bank of Springfield have asserted a perfected security interest in the Debtor's bankruptcy estate. The Debtor may access cash collateral through the termination date, which is the earlier of (i) October 10, 2022; (ii) the entry of an Order, on a "final" basis approving the Trustee's use of cash collateral; (iii) five business days after notice by any Secured Lender to the Trustee of any "Termination Event," unless within the five business day-period the Trustee has cured the Termination Event or unless waived by that Secured Lender, (iv) the date of the dismissal of the Debtor's bankruptcy case or the conversion of the Debtor's bankruptcy case to a case under Chapter 7 of the Bankruptcy Code, (v) the date a sale of substantially all of the Estate's assets is consummated after being approved by the Court, (vi) the effective date of any confirmed chapter 11 plan. As adequate protection, the Secured Lenders will be granted access to examine the books and records of the Debtor and take an inventory of assets of the Estate. The parties will use their best efforts to coordinate on mutually available dates and times to avoid duplication and disruptions on the operations. As further adequate protection, and only to the extent of (a) the diminution of value of a Secured Lender's interest in the Prepetition Collateral occurring from the Petition Date to the Termination Date, and (b) the prepetition validity and priority of each the Secured Lender's respective security interests in the Prepetition Collateral, the Secured Lenders are granted valid and perfected, security interests in, and liens including, but not limited to, replacement liens on all of the right, title, and interest of the Estate. The Secured Lenders also will have claims against the Debtor's Estate that constitute expenses of administration under sections 503(b)(1), 507(a) and 507(b) of the Bankruptcy Code with priority over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code. As further adequate protection, the Chapter 11 Trustee will take reasonable steps to preserve any and all rights of the Estate in FTTF Health Supply, LLC from the sale of personal protective equipment and related items and shall seek documentation regarding any receivables held by FTTF Health Supply, Inc. The liens and claims granted to the Secured Lenders are subject and subordinate to a carve-out of funds not to exceed the sum of $100,000 for the following administrative expenses: (a) all fees owed pursuant to 28 U.S.C. Section 1930 and (b) all fees and expenses incurred by the Trustee and the Trustee's professionals and the other professionals, including the Debtor's professionals, that are allowed by the Court pursuant to the Bankruptcy Code, and the amounts actually paid from the Carve Out will not be subject to disgorgement in order to satisfy in whole or in part a claim held by a Secured Lender. The Adequate Protection Liens and the 507(b) Claims are valid, perfected, enforceable, and effective as of the Petition Date without the need for any further action by the Trustee, the Secured Lenders, or the necessity of execution or filing of any instruments or agreements. A final telephonic hearing on the matter is set for October 6 at 10 a.m. A copy of the order is available for free at https://bit.ly/3BgQu3c from PacerMonitor.com. About First to the Finish Kim and Mike Viano Sports Inc. First to the Finish Kim and Mike Viano Sports Inc. sells sporting goods, hobbies, and musical instruments. First to the Finish Kim and Mike Viano Sports filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 20-30955) on October 7, 2020. The petition was signed by Mike Viano, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Laura K. Grandy oversees the case. The Debtor is represented by Carmody MacDonald P.C. The Chapter 11 Trustee, Michael E. Collins, is represented by Manier & Herod, P.C. CNB Bank & Trust, N.A., as secured lender, is represented by Silver Lake Group, Ltd. Nike USA, Inc., also a secured lender, is represented by A.M. Saccullo Legal, LLC. GALAXY NEXT: Narrows Net Loss to $6.3 Million in FY Ended June 30 ----------------------------------------------------------------- Galaxy Next Generation, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $6.25 million on $3.94 million of revenues for the year ended June 30, 2022, compared to a net loss of $24.43 million on $3.77 million of revenues for the year ended June 30, 2021. As of June 30, 2022, the Company had $4.56 million in total assets, $6.79 million in total liabilities, and a total stockholders' deficit of $2.23 million. Indianapolis, Indiana-based Somerset CPAs PC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 23, 2022, citing that the Company has suffered recurring losses from operations, recurring negative operating cash flows and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management Commentary "Our fiscal year 2022 results reflect the continued transformation of our Company, as we worked to penetrate new markets and expand our existing relationships while making necessary operational improvements to lay the foundation for our next phase of growth," said Gary LeCroy, chief executive officer of Galaxy. "We placed a considerable amount of our effort over the last year on strengthening our balance sheet and cost structure, while building out a robust sales function in preparation of servicing the strong demand we continue to see for our technology solutions. As we look toward fiscal year 2023, we believe that our expanded team and presence will enable us to achieve an increase in annual revenue of at least 50% as we demonstrate our competitive positioning. "The launch of our innovative G2 Secure aChat and G2LINK solutions were both quite successful, and we are proud to see our award-winning products validated by the industry. We are still in the early stages of the classroom modernization process, and with budgets increasing at the state and federal level, we are well-positioned to emerge as a leader in the education technology market," concluded LeCroy. Magen McGahee, chief financial officer of Galaxy, added, "The considerable year-over-year decreases in our operating costs and elimination of our convertible debt in entirety reflects our commitment to scaling our company responsibly. As we execute on our growth strategy in the coming quarters and years ahead, we expect the benefits of our cost optimization initiatives to be increasingly apparent in our financial results. Our team remains focused on progressing toward a more profitable enterprise and ultimately generating long-term value for our shareholders." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1127993/000109181822000140/gaxy-20220630.htm About Galaxy Next Generation Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. -- http://www.galaxynext.us-- is a manufacturer and distributor of interactive learning technologies and enhanced audio solutions. It develops both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. GAUCHO GROUP: Enters Into Exchange Agreement With Noteholders ------------------------------------------------------------- As previously reported on Gaucho Group Holdings, Inc.'s Current Report on Form 8-K filed on Nov. 8, 2021, the Company and certain investors entered into that Securities Purchase Agreement, dated as of Nov. 3, 2021, and the Company issued to the investors certain senior secured convertible notes. On Sept. 22, 2022, the Company entered into an exchange agreement with the investors in order to amend and waive certain provisions of the Existing Note Documents and exchange $100 in aggregate principal amount of each of the Existing Notes, on the basis and subject to the terms and conditions set forth in the Exchange Agreement, for warrants to purchase up to 1,090,983 shares of the Company's Common Stock at an exercise price of $0.3182 (subject to customary adjustment upon subdivision or combination of the common stock). The Exchange Agreement amends the original terms of payment of the Existing Notes and waives payment of principal and interest due on each of Sept. 7, 2022 and Oct. 7, 2022. All principal, interest, and fees are due on the maturity date of the Nov. 9, 2022. The Warrants are immediately exercisable and may be exercised at any time, and from time to time, on or before the third anniversary of the date of issuance. The Warrant includes a "blocker" provision that, subject to certain exceptions described in the Warrant, prevents the Investors from exercising the Warrant to the extent such exercise would result in the Investors together with certain affiliates beneficially owning in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such exercise. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. -- http://www.algodongroup.com-- was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly-owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Gaucho Group reported a net loss of $2.39 million for the year ended Dec. 31, 2021, a net loss of $5.78 million for the year ended Dec. 31, 2020, and a net loss of $6.96 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $25.01 million in total assets, $10.25 million in total liabilities and $14.75 million in total stockholders' equity. GRAFTECH INTERNATIONAL: S&P Places 'BB-' ICR on Watch Negative -------------------------------------------------------------- S&P Global Ratings placed its 'BB-' issuer credit rating on GrafTech International Ltd. and its 'BB' issue-level rating on its senior secured term loan on CreditWatch with negative implications. The CreditWatch placement reflects that S&P could lower its ratings if it appears that the facility will remain closed for an extended period, leading to some disruption in the company's operations and increasing the risk its leverage will rise above 3x. GrafTech International's graphite electrode manufacturing facility located in Monterrey, Mexico, which accounts for roughly a third of its production, received a temporary suspension notice following an inspection of its environmental and operating permits. S&P believes the risk of an extended closure of this facility, coupled with softer market conditions, could cause the company's leverage to increase above 3.0x. The CreditWatch placement reflects a potential impact to profits and cash flow following the suspension of GrafTech's operations at one its four graphite electrode manufacturing facilities. The company's graphite electrode manufacturing facility in Monterrey, Mexico received a temporary suspension notice following an inspection of its environmental and operating permits. It is uncertain how long its operations at the facility will remain suspended. This facility has the capacity to produce approximately 60,000 metric tons of graphite electrodes per year and accounts for roughly a third of the company's capacity. While S&P views GrafTech as having a globally diversified business, its reliance one production facility for such a large share of its production highlights the concentration of its operating footprint, which renders its earning vulnerable to an extended disruption. An extended closure of this facility, coupled with softer market conditions, could lead to a sustained decline in GrafTech's earnings and cause its leverage to rise above 3.0x. While the company has a cushion in its credit metrics, with debt to EBITDA of about 1.5x as of the 12 months ended June 30, 2022, the suspension comes amid a challenging back drop for its steelmaking customers. This is particularly true in Europe, where elevated energy prices have led to reduced steel production as recessionary sentiment and inflation negatively affect demand. While the demand for steel in the U.S. has been more resilient and production capacity utilization remains at robust levels, production volumes could weaken, especially if the economy heads into a recession. Additionally, S&P sees the potential for lower earnings, relative to the last several years, as the company's exposure to graphite electrode spot prices increases due to its ongoing transition toward spot sales and away from the long-term agreements set during a period of higher prices. The negative CreditWatch reflects that S&P could lower its rating on GrafTech by one notch if it appears the facility will remain closed for an extended period, leading to some disruption of its operations and potentially increase its leverage above 3x. ESG credit indicators: E-3, S-2, G-2 GT REAL ESTATE: Mascaro/Barton Malow Now Backing Plan ----------------------------------------------------- GT Real Estate Holdings, LLC, submitted an Amended Chapter 11 Plan of Reorganization and a Disclosure Statement on Sept. 16, 2022. A hearing to consider confirmation of the Plan will be held before the Honorable Karen B. Owens, United States Bankruptcy Judge, in Courtroom 3 of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Wilmington, Delaware 19801, on October 28, 2022, at 9:00, Prevailing Eastern Time. The solicitation agent must receive ballots for voting to accept or reject the Plan on or before Oct. 21, 2022. Any objections to confirmation of the Plan must be served and filed on or before Oct. 21, 2022, at 5:00 p.m., Prevailing Eastern Time. GT Real Estate Holdings was created to, among other things, own and develop a mixed-use, pedestrian-friendly community, sports, and entertainment venue in Rock Hill, South Carolina, (the "City") that would also include a new headquarters and practice facility for the Carolina Panthers. This Project was announced in 2019, but the Debtor did not acquire the 243-acre land in the City, which is located in York County, on which to construct the venue until March 2020. The $800 million project remains half-built in Rock Hill, South Carolina, with no plans of being finished. GT Real Estate and the City of Rock Hill have been sued by South Carolina's York County for at least $21 million over the failed completion of the team's proposed practice facility and headquarters. Since filing its initial Plan and Disclosure Statement on August 11, 2022, the Debtor has worked diligently to develop, build consensus around, and enhance a Plan construct that maximizes value for all creditors. Among other things, the Plan will provide near-term cash distributions to Holders of Allowed Contractor Claims (the parties that provided actual goods and services to the Debtor), deliver other creditors a result that is consistent with their entitlements under the Bankruptcy Code and provide a fair mechanism and structure to address the uncertainty of ongoing claims disputes, litigation (involving the Debtor, the City, and the County) and the ultimate disposition of the Project Site. The Debtor is now poised to commence solicitation of a modified Plan that is supported by, among other parties, the Debtor's ultimate parent, plan sponsor, and DIP lender, DT Sports Holding LLC (the "Plan Sponsor" or "DIP Lender" as applicable) and the Debtor's largest third-party creditor and general contractor, Mascaro/Barton Malow, a joint venture ("MBM"). Under the Plan, the Plan Sponsor will contribute $60.5 million for Contractors and Holders of General Unsecured Claims, agree to complete the Restoration of the Project Site after the Effective Date on the terms set forth under the Plan, and agree to the impaired treatment of its entire $20 million DIP Facility. Plan Support Agreement Following negotiations and to facilitate their original objectives, on August 11, 2022, the Debtor entered into a plan support and sponsorship agreement with DT Sports Holding that provides value and other considerations to the Debtor, a near-term conclusion to the Chapter 11 Case, and distributions to the Debtor's creditors. Specifically, the Plan provides for the following consideration and/or commitments from the Plan Sponsor: (1) the Plan Sponsor will pay $60 million (the "Settlement Amount") that will be used to fund distributions from the Settlement Trust (as described herein) on the following waterfall basis: first to Secured Contractor Claims, second to Administrative Contractor Claims, third to Contractor Priority Claims, and fourth to Unsecured Contractor Claims and other General Unsecured Claims (all of the foregoing subject to the Reserve, as defined below), and fifth any remaining balance of the Settlement Amount will be returned to the Plan Sponsor. (2) The Plan Sponsor will pay $500,000 for the GUC Allocation, which will be distributed to Holders of General Unsecured Claims. (3) The Plan Sponsor has agreed to complete the Restoration of the Property after the Effective Date on the terms set forth under the Plan, which involves removing the structures, fixtures, scraps, personal property, and any other materials from the Project Site if no third party wishes to retain such structures and/or fixtures pursuant to a Third Party Project Site Sale. (4) The Plan Sponsor has agreed to the impaired treatment of the entirety of the $20 million DIP Facility (instead of requiring the repayment of the DIP Claims in full in cash on the Effective Date). (5) The Plan Sponsor has agreed to the treatment of the Prepetition Note Claims against the Debtor. On Sept. 15, 2022, the Debtor, MBM, and the Plan Sponsor entered into a plan support agreement (the "Plan Support Agreement") that requires MBM to (1) vote all claims to accept the Plan, (2) not oppose, the Plan, the Disclosure Statement, or any other pleadings or documents that the Debtor files that is consistent with the Plan, and (3) withdraw MBM's Motion to Transfer Venue (as defined herein) and any joinders thereto. As a result of these commitments and contributions, the Debtor is able to provide the following distributions to Holders of Claims and Interests pursuant to the Plan: (1) Holders of Non-Insider Administrative Claims (excluding DIP Claims and Secured Contractor Claims) will be paid in full in cash; (2) Holders of DIP Claims will receive the Debtor's remaining cash immediately prior to the Effective Date, the membership interests in the Reorganized Debtor, and the Plan Sponsor Senior Obligations; (3) Holders of Other Priority Claims will receive payment in full in cash; (4) Holders of Priority Contractor Claims will receive their pro rata share of the $60 million Settlement Amount through the Settlement Trust after all Allowed Secured Contractor Claims and Allowed Administrative Contractor Claims have been paid in full in cash, subject to the Reserve; (5) Holders of Other Secured Claims will either (a) receive payment in full in cash, the Debtor's interest in their respective collateral, or other treatment that renders such Claims unimpaired or (b) have their Claims reinstated; (6) the Holder of Prepetition Secured Note Claims will receive 100% of the membership interests in non-debtors Waterford Golf Club, LLC and Waterford Golf Club 1, LLC (together, "Waterford"), provided that, at the election of the Plan Sponsor (which is the Holder of the Allowed Prepetition Secured Note Claims), the Holder of the Allowed Prepetition Secured Note Claims may instead receive membership interests in the Reorganized Debtor instead of the membership interests in Waterford in order to maintain the existing organizational structure of the Debtor and Waterford; (7) Holders of Secured Contractor Claims will receive their pro rata share of the $60 million Settlement Amount through the Settlement Trust until paid in full in cash, subject to the Reserve; (8) Holders of Class 5 Claims (i.e., the City Claims, the County Claims, and the Affiliate Unsecured Claims) will receive distributions from the Class 5 Trust on account of the Class 5 Trust Interests,5 in accordance with the following priority: first, pro rata to Holders of Allowed Claims in Class 5 to the extent such Allowed Claims have not been subordinated by order of the Bankruptcy Court and second, pro rata to Holders of Allowed Claims in Class 5 to the extent such Allowed Claims have been subordinated by order of the Bankruptcy Court; (9) Holders of General Unsecured Claims (including Unsecured Contractor Claims) will receive their pro rata share of (a) the GUC Allocation and (b) the remaining Settlement Amount from the Settlement Trust after Allowed Secured Contractor Claims, Allowed Administrative Contractor Claims, and Allowed Priority Contractor Claims are paid in full, in each case subject to the Reserve; and (10) Holders of Interests in the Debtor will not receive any distribution and will have such interests be cancelled. Modified Treatment for City, County The version of the Plan filed by the Debtor on August 11 has been modified with respect to the treatment of the City, the County, and the Affiliate Unsecured Claims. These modifications are based on further discussions with the Debtor's stakeholders and events in the Chapter 11 Case. In short, the Debtor hoped, and in fact expected, that the treatment included in the August 11 Plan, which provided clear paths to recoveries for the City and the County (totaling over $40 million in cash and future property proceeds) despite each holding Disputed Claims, would be met with receptiveness or at least a willingness to negotiate further regarding a fair and reasonable resolution to the failed Project. The Plan Sponsor was putting forth significant value and making significant concessions that would benefit the County and the City. But this attempt by the Debtor and the Plan Sponsor to lead all parties to a near-term, consensual outcome was instead followed by exorbitant counter-demands and unreasonable conduct from both the County and the City: * From the County, this included (a) seeking over $80 million in its proof of claim (including amounts for $3 million of interest, $43 million claim for damages related to Mt. Gallant Road that were duplicative of the $21 million payment that it is also seeking to recover, and $38 million of forecasted lost tax revenue) and (b) continuing and aggressive violations of the automatic stay through further pursuit of civil litigation in South Carolina and other actions; and * From the City, this included (a) continued pursuit of a 2004 motion for examination of the Debtor, (b) a separate filing of a venue transfer motion, and (c) the filing of the City Adversary Proceeding,6 which is seeking $20 million of actual damages plus compensatory, punitive, or exemplary damages and accused the Debtor of dishonesty and fraud. The aggressive responses, unreasonable expectations regarding claim amounts, and apparent dislike of the form of potential treatment provided by the August 11 Plan (cash for the County and property value and related upside for the City) forced the Debtor to re-evaluate its approach. The Plan now provides that the distribution to holders of unsecured claims that were not otherwise entitled to recover from the Settlement Trust provided by the Plan Sponsor (i.e., the County, the City, and the Holders of Affiliate Unsecured Claims) will recover their pro rata share of distributions from the Class 5 Trust, which will hold and distribute the residual value of the Project Site (after payment of the Plan Sponsor Senior Obligations) and the proceeds of the Class 5 Trust Causes of Action,7 in each case based on the amount of their respective Allowed Claims and after satisfaction of the expenses of the Class 5 Trust. As a result of this modified structure, (1) Holders of such Claims will receive the same form of treatment and (2) disputes regarding whether these Claims should be Allowed and in what amount, as well as the appropriateness of any subordination of such Claims, will be addressed by the Bankruptcy Court but do not need to otherwise hold up confirmation of the Plan and distributions under the Plan to Holders of Allowed Claims, including MBM, its subcontractors, and the other parties that provided actual goods and services to the Project. The Debtor believes that the County does not have any claim against or interest in the Debtor or its property. Under the Interlocal Agreement, the County agreed to transfer the $21 million County Payment to the Debtor. While the Debtor is an expressly named third-party beneficiary of the Interlocal Agreement, it owes no duties or obligations to the County or the City thereunder. The County Payment was transferred to the Debtor's general operating deposit account without any obligations imposed on the Debtor and no contractual relations existing between the parties requiring repayment thereof. The County also did not seek or obtain in exchange for the County Payment any form of stock certificate, interest in a partnership, warranty or right to purchase, sell, or subscribe to a security, or entitlement to any other cognizable equity interest, from the Debtor, and the County did not seek to preserve an interest in the County Payment once made, nor did it seek or obtain any lien, charge, security interest or other interest in the proceeds of the County Payment or any other asset of the Debtor. Notwithstanding the removal of the County Escrow Amount8 as the source for distributions to Holders of Allowed County Claims (as was provided in the Plan filed on August 11, 2022), the Plan Sponsor has informed the Debtor that the Plan Sponsor intends to maintain the escrow account, which could be made available to collateralize any successful counterclaims of the County in the County Adversary Proceeding that result in the Bankruptcy Court imposing a trust on the Project Site in favor of the County. Similarly, the Debtor believes that the City does not have any claim against or interest in the Debtor or its property. The Debtor submits it owes no obligations to the City because of, among other things, the City's breach of the Project Documents (as defined below). The City entered into a series of agreements with the Debtor to support the development of the Project. Each of these agreements unambiguously provided that the Debtor had no obligation to proceed with the construction of the Project unless the City issued an agreed minimum amount of bonds. The Debtor proceeded with the construction of the Project to further the public interest in a timely completion of the Project in good faith reliance that the City would eventually issue the required bonds. As a result, the Debtor invested over $240 million toward the development of the Project. But the City failed to issue any amount of bonds in accordance with the deadline in the applicable Project Documents. Indeed, more than a year later, the City still had not issued a single dollar of bonds, despite the Debtor's enormous investment in the Project. The idea that the City is seeking damages against the Debtor in the City Adversary Proceeding for its own failures is preposterous. The Debtor filed a statement and reservation immediately after the City's complaint was filed stating as much. The Debtor has proposed the modified treatment for the County and the City in the interest of treating similar disputed Claims in the same manner and providing an opportunity for a complete resolution of the various disputes between the parties regarding the Project without requiring a delay of the confirmation process and the hold up of distributions under the Plan to those Holders of Allowed Claims. The Plan provides for an appropriate mechanism to litigate and have the merit of such claims resolved by the Bankruptcy Court after the Effective Date (and the Plan provides for value to be distributed to the extent any of the City and/or County's Claims are ultimately Allowed). Under the Plan, Class 6 General Unsecured Claims (including Unsecured Contractor Claims) totaling $23.12 million, the Debtor continues to work to reconcile the amount of Secured Contractor Claims and Unsecured Contractor Claims in advance of the Contractor Claims Objection Deadline (September 15, 2022, unless otherwise extended in accordance with the Plan). The Debtor currently estimates that Contractor Claims in the aggregate, excluding the amount of the claims of MBM, will total between $48 million to $59 million. This estimate is subject to, among other things, ongoing legal analysis and discussions with Holders of Contractor Claims. The ultimate amount of Allowed Contractor Claims will depend on a variety of factors. The Debtor will file an updated version of the Disclosure Statement reflecting the latest estimates based on this reconciliation process in advance of the hearing on the Disclosure Statement. Creditors will recover 91.9% of their claims. General Unsecured Claims will be channeled to the Settlement Trust. On the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for an Allowed General Unsecured Claim, each Holder of such Claim shall receive its pro rata share of (i) the GUC Allocation, and (ii) the Settlement Amount remaining after the payment in full of the Allowed Secured Contractor Claims, Allowed Administrative Contractor Claims, and Allowed Priority Contractor Claims, in each case subject to the Reserve. Class 6 is impaired. There are five primary sources of consideration to fund the Plan: (1) the Settlement Amount; (2) the assets of the Debtor (including Cash in its possession, property owned by the Debtor other than the Project Site, the membership interests in Waterford, and the membership interests in the Debtor); (3) Class 5 Trust Interests; (4) the GUC Allocation; and (5) any remaining availability under the DIP Facility (as defined in the DIP Credit Agreement). The Project Site has been appraised by Colliers in the range of $33.19 million to $40.81 million with a midpoint of $36.69 million. After the Effective Date, the Reorganized Debtor will continue to own property that includes three land parcels – two parcels totaling approximately 25-acres of land and a separate nine-acre parcel of land. The 25-acre piece of land is a wooded area that is vacant and zoned for industrial use. This land has been appraised by Colliers in the range of $1.7 million to $2.3 million amount with a midpoint of $2.02 million. The nine-acre parcel is a floodplain that is adjacent to the Waterford Golf Club and is landlocked with no street access or exposure. This land has been appraised by Colliers in the range of $70,000 to $92,600 with a midpoint of $81,300. The Plan provides for Channeling Injunctions under Article VIII.H and Article VIII.I of the Plan. The Channeling Injunctions operate such that (1) only Contractor Claims and General Unsecured Claims will be channeled into the Settlement Trust and paid from the trust proceeds upon being Allowed in accordance with either the Plan or the Settlement Trust Agreement and (2) only Class 5 Claims will be channeled into the Class 5 Trust and paid from the trust proceeds upon being Allowed in accordance with either the Plan or the Class 5 Trust Agreement. The Channeling Injunctions are necessary to effectuate a swift and efficient process to liquidate valid Contractor Claims and General Unsecured Claims pursuant to the Settlement Trust Agreement, thus bringing a final resolution to such Claims. A General Unsecured Claim that is not Allowed as defined in the Plan will be reconciled in accordance with the Settlement Trust Agreement. Holders of Contractor Claims will be subject to the following claims resolution process. If a Holder has a Contractor Claim, the Debtor will either (1) have agreed to an amount of the Allowed Contractor Claim with the Holder of each Contractor Claim or (2) file with the Bankruptcy Court an objection to any Contractor Claim that is not agreed no later than September 26, 2022, or thirty days following the filing of such Contractor Claim after the Claims Bar Date (the "Contractor Claims Objection Deadline") unless the Contractor Claim Objection Deadline is otherwise extended pursuant to an agreement between (x) a Holder of a disputed Contractor Claim or MBM and (y) the Debtor. If the Debtor does not object timely to a Contractor Claim, then such Claim will become an Allowed Contractor Claim in the amount set forth in the proof of claim for such Contractor Claim. Allowed Contractor Claims (including the portion of such claims that are not subject to an objection as of the Effective Date) that are secured by a Permitted Mechanic's Lien or allowed as an administrative expense shall be paid upon the Effective Date, subject to the Reserve, to satisfy Contractor Claims that are subject to an objection as of the Effective Date but are ultimately allowed after the Effective Date. Holders of Contractor Claims and General Unsecured Claims will only be permitted to recover from the Settlement Trust and will be precluded from attempting any recovery from the Released Parties. Released Parties will receive the benefit of the nonconsensual Third-Party Release under Article VIII.D of the Plan in addition to the Channeling Injunctions. The contemplated Channeling Injunctions and Third-Party Release are appropriate under the circumstances given that the Plan Sponsor has contributed $60 million in cash to the Settlement Trust on its and its Related Parties' behalf. This contribution funds payments to Holders of Allowed General Unsecured Claims (including Allowed Contractor Claims) that are subject to the Channeling Injunction and Third-Party Release provisions. The Debtor, with the assistance of its advisors, is in the process of further analyzing the size of the pool of General Unsecured Claims (including Contractor Claims), but currently estimates that that Holders of such Claims will receive payment of all of substantially all of their Claims (or will otherwise consent to their distributions under the Plan). The Debtor believes that the Channeling Injunctions and Third-Party Release are consistent with the law in this jurisdiction and appropriate under the facts and circumstances in this case. In addition, there is a Debtor Release under Article VIII.C of the Plan, a release by the Releasing Parties under Article VIII.D of the Plan, and two Channeling Injunctions. Both releases and injunctions apply to the Released Parties. The Plan Sponsor and MBM, as described above, have made substantial and valuable contributions that make the Plan possible, as described above. Each of the other Released Parties has made substantial and valuable contributions to the Debtor's restructuring through efforts to negotiate and implement the Plan, which will maximize and preserve the distributable value of the Debtor for the benefit of all parties in interest. Certain other Released Parties have made substantial contributions on behalf of other Released Parties. Further, the Debtor and its Independent Managers, with the assistance of the Debtor's advisors, are performing an independent investigation into claims to be released under the Plan. The investigation involves assessing potential claims the Debtor may have against the Parent and/or the Parent's Affiliates. Although no Affiliates received payments from the Debtor, the investigation has included a review of the April 2022 parking lot sale (which sale was at the same price that the Debtor paid for it four months prior) as well as recoveries creditors have asserted that the Debtor may be able to access under a theory of alter ego liability or based on the facts alleged in the State Court Action. No other causes of action have otherwise been identified by any party yet in this case or otherwise determined by the Debtor or its Independent Managers to be relevant to review. The investigation has included the collection and review by counsel of thousands of documents (including emails), targeted searches, and various discussions with the Debtor's officers. Based on that investigation, the Independent Managers support the Plan (including the releases and channeling injunctions) and believe the Plan is in the best interests of the Debtor's estate. If the Debtor's Independent Managers conclude otherwise at any point, the Independent Managers possess and expressly reserve the right to withdraw the Plan and/or terminate the Plan Sponsor Agreement. Counsel to the Debtor: Thomas E. Lauria, Esq. Varoon Sachdev, Esq. WHITE & CASE LLP 200 South Biscayne Boulevard, Suite 4900 Miami, FL 33131 Telephone: (305) 371-2700 - and - J. Christopher Shore, Esq. Stephen Moeller-Sally, Esq. Mark Franke, Esq. Brandon Batzel, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 446-4800 - and - William A. Guerrieri, Esq. WHITE & CASE LLP 111 South Wacker Drive Chicago, IL 60606 Telephone: (312) 881-5400 - and - Joseph J. Farnan, Jr., Esq. Brian E. Farnan, Jr., Esq. Michael J. Farnan, Esq. FARNAN, LLP 919 North Market Street, 12th Floor Wilmington, DE 19801 Telephone: (302) 777-0300 A copy of the Disclosure Statement dated September 16, 2022, is available at https://bit.ly/3Dvf6Ig from Kroll, the claims agent. About GT Real Estate Holdings GT Real Estate Holdings is a real estate company owned by David Tepper. It was created to own and develop a mixed-use, pedestrian-friendly community, sports, and entertainment venue, that would also include a new headquarters and practice facility for the Carolina Panthers, a National Football League team, situated on a 234-acre site located in Rock Hill, South Carolina. The company suspended further development of the Project in March 2022. GT Real Estate Holdings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10505) on June 2, 2022. In the petition filed by Jonathan Hickman, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Hon. Karen B. Owens is the case judge. The Debtor tapped White & Case LLP as restructuring counsel; Farnan LLP, as Delaware counsel; and Alvarez & Marsal as financial advisor. Kroll Restructuring Administration LLC is the claims agent. GULF COAST: Unsecured Creditors to be Paid in Full in 36 Months --------------------------------------------------------------- Gulf Coast Brake and Motor, Inc., filed with the U.S. Bankruptcy Court for the Western District of Louisiana a Small Business Plan of Reorganization under Subchapter V dated September 20, 2022. The Debtor is a small closely held corporation owned in equal proportions by James "Pat" Edgar, Michael Nagata, and Jack Van Vliet. The Debtor leases its operational location from The Mustang Development Company, LLC ("Lessor" or "Mustang"). As an owner, Mr. Edgar is an insider. In the past, he has loaned the Debtor operating capital and has postured himself to do so in this case. As of the July 14, 2022, the Petition Date, Mr. Edgar was owed $136,251.75 by the Debtor. Gulf Coast International, Inc., another insider, was owed $26,320.82 for loans and $89,764.05 for rent. On August 2, 2022, the Court granted a motion authorizing the Debtor to borrow operating funds from Mr. Edgar. Although authorized to do so it has not been necessary for Mr. Edgar to loan any sums to the Debtor as of the filing of this Original Plan. Importantly, Mr. Edgar pledges to continue to supply operating capital to the Debtor now and post-confirmation to the Reorganized Debtor, either by loan or capital contribution, as necessary. The Debtor filed chapter 11 because of a downturn in business brought on in part by the advent of the recent and somewhat recurring pandemic. The other cause of the filing of a petition for relief is litigation between the Debtor and MHWIRTH, Inc. ("Wirth"). The Debtor and Wirth engaged in a transaction involving the purchase of certain so-called intellectual property including schematics and certain parts and materials. Wirth and the Debtor disagreed over certain conditions of that transaction and Wirth filed suit against the Debtor and its three shareholders in Texas, claiming that the Debtor owed it money and that the shareholders guaranteed this debt. Class 1 consists of Allowed Claims of General Unsecured Creditors. The total amount of claims in this class is $104,965.65 not including Convenience Claims. Each member of this class will be paid in full in 36 equal monthly installments reckoning from the first day of the first full month following the Effective Date. The total amount of monthly payments is $2,915.71. This class is impaired and entitled to vote to accept or reject the Plan. Class 2 consists of Allowed claims of insiders. The claims of this class will not be paid until the claims of all Class 1 claims are paid as provided by this Plan. These claims will be paid from earnings of the Reorganized Debtor post final decree in equal monthly installments of not less than 36 unless the holder of a claim in this class agrees to a different treatment more favorable to the Reorganized Debtor. This class is impaired and may vote to accept or reject the Plan, however its vote shall not be considered in determining whether to confirm the Plan. Class 3 consists of Allowed postpetition claim of James "Pat" Edgar as DIP lender. This claim will be paid according to the terms of the promissory note, order approving post-petition financing, and loan documents evidencing and supporting this claim. As of the filing of this Plan this claim was $0. Class 4 consists of The claims of Equity Interest holders. This class will receive nothing but will retain its interest in the Reorganized Debtor. Until Class 1 and administrative claims are paid as provided by this Plan, this class will not receive any distributions or payments, except the compensation paid to James "Pat" Edgar. No new memberships or interests in the Reorganized Debtor will be issued until Classes 1 and 3 are paid in full, or each of the holders of the claims in each of Classes 1 and 3 consent, or after the third anniversary of the Effective Date. The Debtor will continue to operate as the operator of its business. The revenue or income stream from which the Reorganized Debtor will fund payments under this Plan will come from operations and as necessary additional funds will be contributed or loaned by James "Pat" Edgar. The debtor will prosecute any claims, causes of action, and matters in litigation whether presently pending in state (Iberia Parish) or federal court including avoidance actions under Chapter 5 of the Bankruptcy Code if any. A full-text copy of the Plan of Reorganization dated September 20, 2022, is available at https://bit.ly/3LHfJAC from PacerMonitor.com at no charge. Attorney for Gulf Coast Brake: H. Kent Aguillard 141 S. 6th Street Eunice, LA 70535 P 337-457-9331 F 337-457-2917 kent@aguillardlaw.com About Gulf Coast Brake and Motor Gulf Coast Brake and Motor, Inc. provides remanufactured Eddy Current Brakes to the drilling industry for over 20 years. Gulf Coast Brake and Motor Inc. filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 22-50450) on July 14, 2022, listing $100,000 to $500,000 in both assets and liabilities. Armistead Mason Long has been appointed as Subchapter V trustee. Judge John W. Kolwe oversees the case. The Debtor tapped H. Kent Aguillard as legal counsel and George F. May, Esq., at Twomey May, PLLC, as special counsel. HELIUS MEDICAL: Falls Short of Nasdaq Minimum Bid Price Rule ------------------------------------------------------------ Helius Medical Technologies, Inc. received notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC on Sept. 19, 2022, that the bid price for the Company's common stock had closed below $1.00 per share for the prior 30-consecutive business day period and that the Company had been granted a 180-day grace period, through March 20, 2023, to regain compliance with Nasdaq Marketplace Rule 5550(a)(2). If, at any time before March 20, 2023, the closing bid price of the Company's Class A common stock closes at or above $1.00 per share for a minimum of 10-consecutive trading days (which number of days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Rule, and the matter would be resolved. The Notice also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Rule by March 20, 2023, the Company may be eligible for additional time. To qualify for additional time, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company's securities will be subject to delisting. The Company intends to continue actively monitoring the closing bid price for the Company's Class A common stock between now and March 20, 2023 and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Rule. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's Class A common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Rule during the 180-day compliance period, secure a second period of 180 calendar days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. About Helius Medical Helius Medical Technologies, Inc. -- http://www.heliusmedical.com -- is a neurotech company focused on neurological wellness. Its purpose is to develop, license or acquire non-invasive technologies targeted at reducing symptoms of neurological disease or trauma. Helius Medical reported a net loss of $18.13 million for the year ended Dec. 31, 2021, compared to a net loss of $14.13 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $6.55 million in total assets, $2.04 million in total liabilities, and $4.50 million in total stockholders' equity. Philadelphia, Pennsylvania-based BDO USA, LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 14, 2022, citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $137.0 million as of Dec. 31, 2021 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. INDIAN CANYON: Seeks to Hire Reid & Hellyer as Legal Counsel ------------------------------------------------------------ Indian Canyon & 18th Property Owners Association seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the firm of Reid & Hellyer, APC as its legal counsel. The firm will render these services: (a) advise the Debtor with respect to its powers, duties, rights, and obligations in the continued operation of the Debtor's business; (b) assist in the protection of the estate's assets; and (c) prepare legal papers. The firm received a pre-petition retainer in the amount of $75,000. The hourly rates of the firm's counsel and staff are as follows: Michael G. Kerbs, Senior Attorney $395 Daniel E. Katz, Senior Attorney $395 Douglas A. Plazak, Senior Attorney $395 Mark C. Schnitzer, Senior Attorney $460 Chris A. Johnson, Senior Attorney $395 Donald W. Hitzeman, Senior Attorney $395 Elliot S. Luchs, Senior Attorney $500 Christopher G. Jensen, Senior Attorney $395 Barry R. Swan, Senior Attorney $395 Jessica M. Helliwell, Associate Attorney $365 Jenna L. Acuff, Associate Attorney $365 Kiki M. Engel, Associate Attorney $325 Ednna M. Ibarra, Associate Attorney $335 Stacy M. Velasco, Paralegal $185 Wendy M. Patrick, Paralegal $185 Lisa A. Martinez, Paralegal $185 Yesenia J. Guerrero, Paralegal $185 Nancy A. Brown, Accounting $95 Douglas Plazak, Esq., a partner at Reid & Hellyer, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas A. Plazak, Esq. Reid & Hellyer APC 3685 Main Street, Suite 300 Riverside, CA 92501 Telephone: (951) 682-1771 Facsimile: (951) 686-2415 Email: dplazak@rhlaw.com About Indian Canyon & 18th Property Owners Association Indian Canyon & 18th Property Owners Association filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (C.D. Calif. Case No. 22-13378) on Sept. 6, 2022. In the petition filed by Kenneth Dickerson, as director of the board, the Debtor reported assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. Judge Scott H. Yun oversees the case. Douglas A. Plazak, Esq., at Reid & Hellyer serves as the Debtor's counsel. INPIXON: To Cut Global Workforce by 20% to Save Cost ---------------------------------------------------- Inpixon informed its employees on Sept. 21, 2022, that it was taking steps to streamline its operations and conserve cash resources, the Company disclosed in a Form 8-K filed with the Securities and Exchange Commission. These steps, which would include layoffs, were anticipated to reduce its global employee headcount by approximately 20%. Departing employees will receive a cash compensation package based on tenure, a portion of which will be subject to the terms and conditions of a separation and release agreement, as well as an option to elect in for additional career transition and outplacement services. The layoff is expected to be completed by Sept. 30, 2022, subject to compliance with statutory notice periods, where applicable, and result in a one-time expense of up to approximately $962,000. The Company said this decision was determined following a review by management of Inpixon's global operations in connection with cost saving initiatives aimed at conserving cash resources in response to anticipated continued economic uncertainty and market volatility. About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's indoor location data platform and patented technologies ingest and integrate data with indoor maps enabling users to harness the power of indoor data to create actionable intelligence. Inpixon reported a net loss of $70.13 million for the year ended Dec. 31, 2021, a net loss of $29.21 million for the year ended Dec. 31, 2020, a net loss of $33.98 million for the year ended Dec. 31, 2019, and a net loss of $24.56 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $117.85 million in total assets, $15.70 million in total liabilities, $48.16 million in mezzanine equity, and $53.98 million in total stockholders' equity. ISABEL ENTERPRISES: Unsecureds to Get Paid via Periodic Installment ------------------------------------------------------------------- Isabel LLC and Isabel Enterprises, Inc., submitted a First Modified Second Amended Disclosure Statement for the First Modified Second Amended Joint Chapter 11 Plan of Reorganization. Isabel LLC leased the Real Property to Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl (the "Restaurant"). The leasing arrangement between Isabel LLC and Isabel Enterprises was documented in a retail lease dated January 1, 2010 (the "Retail Lease"). The Joint Plan seeks to restructure the prepetition Claims held by the LLC Creditors of the LLC Debtor ("Reorganized Isabel LLC") and the prepetition Claims held by the Enterprises Creditors of the Enterprises Debtor ("Reorganized Isabel Enterprises," and together with Reorganized Isabel LLC, the "Reorganized Debtors") in order to attract sufficient new capital in the form of loans on the Effective Date of the Joint Plan and secure extensions of credit from vendors such that Reorganized Isabel Enterprises will be able to resume operations pursuant to its new business plan ("New Business Plan") and generate sufficient revenues to cover its operating costs, including lease payments to Reorganized Isabel LLC pursuant to a New Lease. The New Lease will be substantially in form and content the prepetition lease, and principally will require Reorganized Isabel Enterprises to make monthly payments in an amount that enables Reorganized Isabel LLC to satisfy the Claims held by the LLC Creditors to the extent Allowed by the Bankruptcy Court. Any available net income remaining in Reorganized Isabel Enterprises after the lease payments are made that are otherwise not necessary to fund the continued operations of Reorganized Isabel Enterprises will be distributed by the Subchapter V Trustee to the Enterprises Creditors holding Allowed Unsecured Claims against Reorganized Isabel Enterprises. The New Business Plan pivots away from the prior Restaurant and directly into a retail business selling wellness products and pre packaged goods. The Reorganized Isabel Enterprises intends to begin operations on the Effective Date and will operate on consignment for the first 90 days after the Effective Date, during which time the business will transition over to trade payables. Cash flow projections for Reorganized Isabel Enterprises for the next three years following the occurrence of the Effective Date ("Joint Plan Term") presume that the cost of goods sold will, on average, be 50% of retail sales. Following entry of the Confirmation Order and prior to the Effective Date, the Enterprises Debtor will receive a capital contribution from William Tosheff or his assignee in the amount no less than $50,000.00, which funds shall be used to resume operations under the New Business Plan. In order to secure extensions of credit from critical vendors necessary to commence operations, Reorganized Isabel Enterprises intends to negotiate credit terms from its vendors while operating on consignment during the ninety-day period immediately following the Effective Date during which time a ninety-day standstill of payments ("Standstill Period") to Creditors holding Allowed Claims will be imposed pursuant to the Confirmation Order, subject only to the following exceptions: (i) proceeds of the loan from Adamson Holdings shall be used to satisfy the Allowed Secured Claim of OR Real Estate LLC, and the Condominium Owners' Association, to the extent there are sufficient funds to satisfy each of the Creditors' Allowed Secured Claims in full, and (ii) to pay Allowed Administrative Expense Claim and Allowed Priority Tax Claims in accordance with the Joint Plan and Confirmation Order. Finally, in the event either of the Reorganized Debtors defaults under the Joint Plan, and such defaults are not cured, the Joint Plan proposes that the Debtors' principal, William Tosheff, control the sale process for the Real Property. However, the Subchapter V Trustee and certain other Creditors object to the continued control of either entity in the event of a material default under the Joint Plan and believe a third-party should be appointed to administer the Reorganized Debtors. Consummation and successful implementation of, and performance under, the Joint Plan is predicated on the following assumptions and projections: * Cash Flow Projections. Reorganized Isabel Enterprises will be able to meet its cash flow projections to satisfy its operating costs including lease payments to Reorganized Isabel LLC in the ordinary course and make distributions from disposable income to the Enterprises Creditors holding Allowed Priority Tax Claims and Allowed General Unsecured Claims; * Monthly Lease Payments. The monthly lease payments by Reorganized Isabel Enterprises to Reorganized Isabel LLC will not exceed the amount set forth in the Debtors' cash flow projections; * Downtown Portland. The current environment in downtown Portland does not continue to deteriorate or materially affect the implementation of and performance under the Joint Plan, and any downturn in the commercial real estate market is modest and temporary and the Real Property holds its value during the three year term of the Joint Plan; * "Best Efforts" by William Tosheff. Mr. Tosheff is able to exercise, in good faith, his best efforts to cause the Reorganized Debtors to perform in accordance with the Joint Plan; * Suspension of Business Operations. Reorganized Isabel Enterprises will not be required to shut down or significantly modify operations due to COVID-19 or other like developments that impair public health, safety and welfare; * Compliance with Condominium Owners' Association's Declaration. The New Business Plan is not subject to a dispute with the Condominium Owners' Association. Class 3 consists of the OR Real Estate Secured Claim with $779,000.00 claim amount. This Class shall be paid on the Effective Date, or on terms consensually agreed by the Class. OR Real Estate's claim against the Enterprises Debtor is a General Unsecured Claim. Class 6 consists of Mitsubishi HC Capital America Inc. (f/k/a Hitachi Capital America Corp.) Allowed Secured Claim against Enterprises Debtor. Unless otherwise agreed to prior to the Confirmation Hearing, monthly payments in an amount to be determined 30 days upon entry of an order of the Bankruptcy Court setting the Allowed amount of its Secured Claim. Class 7 consists of Mercedes-Ben z Financial Serv USA LLC Allowed Secured Claim against Enterprises Debtor. Per stipulation between the parties, monthly payments of $1,024.96 over 60 months at 6.75% interest, with first payment due 45 days from Confirmation Order. Amortization schedule to be confirmed prior to the Confirmation Hearing. Class 8(a) consists of General Unsecured Creditors of the LLC Debtor with a claim amount of $39,573.05. This Class shall receive payments by Subchapter V Trustee in consultation with Reorganized Isabel LLC. Class 8(b) consists of General Unsecured Creditors of the Enterprises Debtor with a claim amount of $1,546,245.13. This Class shall receive payments by Subchapter V Trustee from available cash (i.e., disposable income) in Reorganized Isabel Enterprises. Class 9 consists of Allowed Intercompany Claim of the LLC Debtor with a claim amount of $100,000.00 (estimated to be confirmed by William Tosheff and reviewed by Subchapter V Trustee). This Class shall receive payment in full by Subchapter V Trustee prior to expiration of the Joint Plan Term if necessary to satisfy all Allowed Claims held by LLC Creditors under the Joint Plan. No distributions or dividends to shareholders pending payment of the Intercompany Claim. A full-text copy of the First Modified Second Amended Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3xRxfMN from PacerMonitor.com at no charge. Attorneys for Debtors: Oren B. Haker STOEL RIVES LLP 760 SW Ninth Avenue, Suite 3000 Portland, OR 97205 Telephone: 503.224.3380 Facsimile: 503.220.2480 oren.haker@stoel.com About Isabel Enterprises Isabel LLC owns two tax lots consisting of a commercial unit located at 330 NW 10th Avenue, #116, Portland, Oregon 97209 and a related parking unit.Â Â Historically, Isabel LLC leased the property to affiliate Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl. Amid deteriorating conditions in the neighborhood and the pandemic, the restaurant shut operations in July 2019. Amid an impending sale of the property as a result of a foreclosure action initially instituted by the Condominium Owners' Association, Isabel Enterprises, Inc., and Isabel LLC sought Chapter 11 protection (Bankr. D. Ore. Lead Case No. 22-30801) on May 18, 2022. In its petition, Isabel Enterprises was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. Peter C. Mckittrick oversees the cases. Oren B. Haker, Esq., of Stoel Rives LLP is the Debtors' counsel. ISAGENIX INT'L: Moody's Cuts CFR to 'C', Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded Isagenix International, LLC's Corporate Family Rating to C from Caa2 and Probability of Default Rating to C-PD from Caa2-PD. Concurrently, Moody's downgraded the ratings of Isagenix's first lien senior secured revolving credit facility and term loan to Ca from Caa2. The rating outlook is negative. The downgrades reflect Isagenix's heightened liquidity and default risks, including the high potential for a distressed exchange given significant revenue and EBITDA declines and the amount of maturing debt due in the next nine months. The downgrades also reflect weak recovery prospects for Isagenix's creditors if there is a default. The company's ability to absorb inflationary costs and higher interest rates is challenging amid declining sales, leading to weakening operating cash flow, rising financial leverage, and an unsustainable capital structure. Governance considerations also contribute to the downgrade because the company in 2020 repurchased debt at a discount in a transaction Moody's viewed as a distressed exchange default. The willingness to complete such transactions is a shareholder-focused strategy that heightens risk of another distressed exchange. The company's founders retain majority ownership and Moody's believes they have a long-term commitment to the company. However, it is unclear the extent to which the founders are willing to inject capital into the business to help alleviate the pressures from high leverage and to reinvest to help execute an operational turnaround. Moody's may consider any such transaction, if one occurs, as a distressed exchange depending on the structure and use of proceeds. Moody's views as unlikely a capital injection from the ESOP that owns a minority 30% position in the company. Moody's views liquidity as weak, reflecting the lack of sufficient cash and free cash flow to meet the required term loan amortization of $18.8 million in the next 12 months, repay borrowings on the revolver that expires in June 2023, and fund roughly $5 million of acquisition-related notes due in March 2023. The company's ability to comply with the maintenance total net leverage covenant is also questionable because of declining earnings and step downs in the covenant. Isagenix's revenue continues to decline meaningfully through the first half of 2022. The sales force is a significant driver of revenue across the company's multi-level marketing business model, and Moody's believes declining enrollment will continue to reduce revenue and EBITDA. The Ca rating on the revolver and term loan reflects Moody's recovery estimates, which are based on a below average family recovery rate assumption and the very high default risk as reflected in the C-PD rating. Downgrades: Issuer: Isagenix International, LLC Corporate Family Rating, Downgraded to C from Caa2 Probability of Default Rating, Downgraded to C-PD from Caa2-PD Backed Senior Secured 1st Lien Bank Credit Facility , Downgraded to Ca (LGD4) from Caa2 (LGD3) Outlook Actions: Issuer: Isagenix International, LLC Outlook, Remains Negative RATINGS RATIONALE Isagenix's Corporate Family Rating reflects the company's high leverage, refinancing risk driven by expiration of the revolving credit facility in June 2023, and weak operating performance as earnings continue to decline. Moody's believes a deterioration in member base and weakening consumer demand is contributing to revenue declines, which combined with inflationary cost pressures is leading to significant EBITDA erosion. Isagenix's cash on hand of $19 million as of June 2022 is insufficient to repay the $29 million of revolver borrowings and term loan amortization of $18.8 million over the next 12 months. Moody's anticipates ongoing headwinds in the company's recruiting efforts to continue. Isagenix's current capital structure is unsustainable, prompting Moody's expectations of a rising likelihood of near-term restructuring and that the company will unlikely be able to raise sufficient new funds to refinance the maturing debt at a manageable interest cost. Isagenix's ratings are supported by a broad product suite and variable cost structure given the outsourced manufacturing model, including sales commissions and marketing expenses that fluctuate with sales volumes. Isagenix's governance risk is negative and reflects an aggressive financial policy as evidenced by high financial leverage, unsustainable capital structure and continued deterioration of operations. The company's willingness to execute a discounted debt repurchase while preserving equity ownership also elevates governance risks. Concentrated ownership and decision making creates potential for event risk and decisions that favor shareholders over creditors. Isagenix's environmental risks reflect reliance on natural capital including plant-based raw materials, even though the company does not directly manufacture its products. Waste and pollution risks also exist due to the use of packaging that cannot or often is not recycled. Isagenix's social risks reflect reliance on a direct sales business model that creates customer relations and human capital risks. Regulatory scrutiny, sales force factors such as churn and recruitment, and the need to reinvest to meet changing consumer preferences contribute to social risks. Health and wellness products are nevertheless benefitting from a flight to healthier living by a broader consumer base. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook factors in Moody's expectations that Isagenix will continue to face challenges in stabilizing its member base and improving its operating performance. The outlook also recognizes the upcoming expiration of the revolving credit facility in June 2023 and that recovery prospects could further weaken if operating performance continues to deteriorate. Ratings could be downgraded if estimated recovery values continue to deteriorate beyond the current expectations or if liquidity weakens. An upgrade is unlikely given the negative outlook, but ratings could be upgraded if the company can improve liquidity including addressing maturities at a manageable interest cost. The company would also need to materially improve revenue and earnings growth, demonstrate an ability to stabilize membership and sales representative counts, and if the company's capital structure is sustainable and free cash flow is sufficient to meet debt service. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Isagenix International, LLC is headquartered in Gilbert, Arizona, is a direct-seller of weight management products, nutritional supplements, and personal care products intended to support a healthy lifestyle. The company operates through a multi-level marketing system that consists of members largely in the US. Isagenix's management and employees acquired a 30% ownership interest in the company through an ESOP in June 2018. The majority of the company is owned by co-founders Jim and Cathy Coover. The company generated about $510 million of revenue for the last twelve months ending June 30, 2022. KDC/ONE DEVELOPMENT: Moody's Alters Outlook on 'B3' CFR to Positive ------------------------------------------------------------------- Moody's Investors Service affirmed kdc/one Development Corporation, Inc.'s (KDC/ONE) B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the company's B3 rating of the senior secured first lien credit facility, consisting of a $60 million revolver that expires in December 2023, a $930 million term loan due December 2025, and a EUR560 million term loan due December 2025. Concurrently, Moody's assigned a B3 rating to a $355 million revolver that expires in June 2027 (or November 2025 if the company has not refinanced or replaced all of the outstanding Term Loans by December 31, 2022). Moody's changed KDC/ONE's rating outlook to positive from stable. The affirmation of the ratings reflects that KDC/ONE's leverage remains high and free cash flow is negative because of meaningful capital spending and other investments to support growth. KDC/ONE's credit metrics have significantly improved following the material equity investment by KKR in March 2022, where KDC/ONE used the proceeds to acquire Aerofil, an aerosol and liquid filling manufacturer, and to repay a large percentage of revolver borrowings. Pro forma for the Aerofil acquisition, KDC/ONE's debt-to-EBITDA leverage was 5.4x as of April 30, 2022 though this includes meaningful add-backs to EBITDA for acquisitions, start-up costs, and initial public offering preparation expenses. These cash items weaken earnings quality and debt-to-EBITDA leverage is closer to 6.5x if such costs are not added to EBITDA. Moody's expects the company's debt-to-EBITDA leverage will decline further to low 5x in fiscal 2024 (ending April 30, 2024), primarily as a result of additional EBITDA from new projects, operating leverage driven by volume growth, and EBITDA improvement with operating efficiencies and pricing increases to offset cost inflation. Nevertheless, the company's cash flow from operation is low, due to high working capital investments as well as the aforementioned significant cash costs. Moreover, KDC/ONE has been in heavy investment mode to support its growth and has not generated free cash flow. However, this period of elevated capex in connection with organic growth investments is winding down and as a result free cash flow is expected to improve. Moody's is looking for improved earnings quality including a significant reduction in non-recurring costs, as well as positive and growing free cash flow before a rating upgrade. The change to a positive outlook reflects KDC/ONE's meaningfully improved credit metrics and liquidity following the KKR equity investment, the Aerofil acquisition, as well as Moody's view that KDC/ONE will improve cash flow generation as non-recurring costs drop and the company normalizes its capital spending. Moody's took the following rating actions: Ratings Affirmed: Issuer: kdc/one Development Corporation, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Term Loan, Affirmed B3 (LGD3) Senior Secured First Lien Revolving Credit Facility, Affirmed B3 (LGD3) Ratings Assigned: Issuer: kdc/one Development Corporation, Inc. Senior Secured First Lien Revolving Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: kdc/one Development Corporation, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE The B3 CFR reflects KDC/ONE's good market position, high leverage and negative free cash flow. The company credit metrics are improving, including a decline in financial leverage to about 5.4x debt-to-EBITDA as of April 30, 2022 pro forma for the full year earnings from the March 2022 Aerofil acquisition. This leverage estimate includes meaningful add-backs to EBITDA for acquisitions, start-up costs, and initial public offering preparation expenses. Such cash items weaken earnings quality and debt-to-EBITDA leverage is closer to 6.5x if such costs are not added to EBITDA. The Aerofil acquisition expands KDC/ONE's offerings of aerosol and liquid filling in the US, and adds cross selling opportunities with KDC/ONE's existing customers. Although the company's credit metrics have significantly improved following the KKR equity investment, the company is in a heavy investment cycle to support growth and has not generated free cash flow. Moreover, cash flow from operations remains low relative to revenue due to cash costs for acquisition, starting up a new manufacturing site, consulting, IPO preparation, and working capital. Free cash flow is further constrained by expanding rapidly through acquisitions and building new capacity in the past several years. Moody's anticipates the company's earnings quality will improve as items such as new manufacturing site start-up costs subside and earnings are realized on the growth investments. This along with a moderation of capital spending should translate into moderate free cash flow within the next 12-18 months. The rating also reflects some degree of customer concentration, as well as revenue and earnings volatility because of shifts in customer volume and product development. Moreover, Moody's expects financial policies to be aggressive under private equity ownership including the potential for partially debt-funded acquisitions that may periodically increase leverage. KDC/ONE's aggressive growth plans are contributing to negative free cash flow due to a period of high capital spending to build capacity as well as research and development. Margins are thin on a reported basis, as compared to other consumer products companies, partially because of the large amount of materials costs that are passed through to customers but also because contract manufacturing is highly competitive and customers are cost-conscious. KDC/ONE's rating is supported by its growing presence as a global manufacturer specializing in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by solid innovation capabilities and long-standing customer relationships. The beneficial effect of raw material pass-through arrangements reduces the company's exposure to the volatility of input costs such as essential oils, alcohols and specialty chemicals. KDC/ONE is experiencing strong demand for its expanded offerings of essential products across home, beauty and personal care segments. The capacity expansion provides good de-leveraging opportunity through earnings growth that should also lead to positive free cash flow as capital spending subsides. The company also has longstanding relationships with its top 10 customers with average tenure of 30 years, serving 135 brands cross multiple product categories and geographic locations. KDC/ONE has adequate liquidity. Support is provided by $94 million of cash and $355 million availability from the revolving credit facilities as of July 31, 2022. Moody's expects KDC/ONE to generate $10-20 million of free cash flow in the next 12 months as capital spending gradually declines. The cash on balance sheet provides adequate coverage for $15.5 million of required first lien term loan amortization payments. The revolver has a springing maximum net leverage covenant of 7.75x that becomes effective if usage exceeds 35%. Moody's does not expect the covenant to be tested. However, if the covenant is triggered, Moody's expects the company to meet the financial covenant with a good cushion. The term loan has no financial maintenance covenants. About $60 million of the revolving facility expires in December 2023 and $355 million revolver expires in June 2027 (or November 2025 if the company has not refinanced or replaced all of the outstanding Term Loans by the end of calendar 2022). KDC/ONE's CIS-4 Credit Impact Score reflects that ESG factors have a highly negative impact on its rating due to governance risks related to an aggressive financial policy and concentrated private-equity ownership. KDC/ONE's exposure to environmental risks is moderately negative (E-3). The company has neutral to low exposure to physical climate risks, carbon transition, water management, and use of natural capital risks. Waste and pollution risks are moderately negative reflecting the waste created from production processes and packaging material that often cannot be recycled. KDC/ONE's exposure to social risks is moderately negative (S-3). While consumer facing, the company's customer relations risk exposure is largely mitigated by its broad product offerings across beauty, home care, personal care brands. The company also manufactures based on customer orders and can easily switch among brands and product categories to meet changing needs of consumers. Customer relations, health and safety, responsible production risks are moderately negative given the company has direct manufacturing and must cost-effectively manage its supply chain and responsibly source inputs. While brand perception is less of a risk as a majority of KDC/ONE's business is co-manufacturing, product quality and assistance with packaging and product design innovation are key attributes that customers look for when choosing a supplier, so reputation is important. The company has neutral-to-low risk exposure to human capital, as well as demographic and societal trends. KDC/ONE has highly negative governance risk (G-4) primarily due to its aggressive financial policies and concentrated private equity ownership. KDC/ONE's financial policies are aggressive given its partially debt financed shareholder distribution in 2020, use of high leverage, and aggressive appetite for partially debt financed acquisitions. The 2022 common equity investment by KKR partially mitigates the financial policy risk. Event risk is elevated given the expectations for acquisitions. The company filed for an initial public offering in July 2021 but the transaction was withdrawn. KDC/ONE is majority owned by Cornell Capital. Concentrated decision making creates potential for event risk and decisions that favor shareholders over creditors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company is able to post consistent positive organic revenue growth with a stable to higher margin, generates positive and growing free cash flow, demonstrates a track record of more conservative financial policies, and if it maintains debt/EBITDA of 6.0x or under. A rating upgrade would also require improved quality of earnings, including a reduction in the amount of other cash costs. Better earnings quality would translate to higher operating cash flow, which would better support the company's growth. The rating could be downgraded in the case of operational difficulties including weakness in revenue or margins that prevents the company from generating positive free cash flow. A deterioration in liquidity, debt funded shareholder distributions, if the company undertakes new leveraging acquisitions, or debt-to-EBITDA sustained over 7.0x could also lead to a downgrade. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. KDC/ONE is a global manufacturer specializing in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by solid innovation capabilities, and long standing customer relationships. The company's customers are beauty, personal care and home care companies largely in North America, with growing presence in Europe and Asia. The company is majority owned by Cornell Capital. Pro forma for the March Aerofil acquisition, the company generated roughly $2.7 billion in revenue for the 12-month ending April 30, 2022. KING MOUNTAIN: Court Confirms Second Modified Plan -------------------------------------------------- Judge Whitman L. Holt has entered an order approving and confirming the Second Modified Third Amended Plan of Reorganization of King Mountain Tobacco Company, Inc. Any objections to the First Modified Plan or the Second Modified Plan that have not been withdrawn, waived, or settled, are overruled on the merits. Plan section II.A.83. is deleted in its entirety and replaced with the following: 83. Tax Lien: A lien that arises in favor of the United States on the dates of assessments and attaches to all property and rights to property of a taxpayer pursuant to 26 U.S.C. ss 6321 and 6322. Notices of Federal Tax Lien were recorded against Debtor at the Yakima County Auditor's Office and Washington Secretary of State pursuant to s 6323(f) on September 22, 2020 and September 24, 2020, respectively. Plan section II.A.38. is modified to provide that the Effective Date shall be the third (3rd) Business Day following entry of this order. The requirement under Bankruptcy Rule 3020(e) that an order confirming a plan is stayed until the expiration of 14 days after entry of the order is waived. This Confirmation Order will take effect immediately and is not stayed pursuant to Bankruptcy Rule 3020(e), 6004(h), 6006(d), or 7062 or otherwise. As evidenced by the Voting Certification, Impaired Classes (Classes 4, 5 and 9) have voted to accept the Prior Plan or the First Modified Plan in accordance with the requirements of sections 1124 and 1126 of the Bankruptcy Code. All Classes are impaired under the Second Modified Plan, but not all Classes of Claims under the Second Modified Plan returned a ballot. As the Voting Certification evidences, Classes 3, 4 and 9 each voted in favor of the Prior Plan or the Modified Plan, thereby satisfying 11 U.S.C. s 1129(a)(10), and no Class voted to reject the Modified Plan or the Second Modified Plan. At the Combined Hearing, counsel on behalf of holders of Claims in Classes 1, 6 and 7 stated on the record that each supports confirmation of the Second Modified Plan. There is no Class 2 under the Second Modified Plan, and no party appeared on behalf of Class 8 (the Administrative Convenience Class). While the requirements of 11 U.S.C. s 1129(a)(8) have not been met, the Second Modified Plan has the universal support of all Classes that have appeared in the Chapter 11 Case. Good cause exists for the court to waive any stay that might otherwise apply to this Confirmation Order, including under Bankruptcy Rule 3020(e). About King Mountain Tobacco King Mountain Tobacco Company, Inc., is a Native American-owned premium tobacco manufacturer. It was founded by Delbert and Trina Wheeler and incorporated in November 2005 under the laws of the Yakama Nation, and registered as a foreign corporation with the State of Washington. Its products are 100% manufactured in the United States. King Mountain has paid Yakama Nation over $10 million in taxes over the past 10 years, which has been used to assist the community in a variety of ways. On the Web: https://www.kingmountaintobacco.com/ King Mountain Tobacco Company sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 20-01808) on Sept. 25, 2020. The Debtor disclosed total assets of $28,586,378 and total liabilities of $92,425,329 as of the bankruptcy filing. The Hon. Whitman L. Holt is the case judge. James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's legal counsel. LOUISIANA HIGHWAY: Amends Secured Claims Pay Details ---------------------------------------------------- Louisiana Highway St. Gabriel, LLC and its Affiliates submitted a Disclosure Statement in Support of the Second Amended Chapter 11 Plan of Reorganization dated September 20, 2022. Class 3 consists of the FIE Secured Claim. The Debtors reserve all rights to object to the amount of the FIE Secured Claim. Class 3(ii) Secured Claim Against Alabama Highway Bridgeport, LLC. The FIE VIII Secured Claim against the Bridgeport Debtor in respect of the Bridgeport Mortgage shall be an Allowed Secured Claim in the amount of $750,000. Pursuant to the Stipulation and Stipulation Order, the Debtors shall pay the amount of $750,000 to the Collateral Agent (the "Bridgeport Payment"), on behalf of itself and FIE VIII, in full and final satisfaction of the Bridgeport Mortgage and any Allowed Claims of the Collateral Agent or FIE VIII relating to the Bridgeport Mortgage or Bridgeport Property. Contemporaneously with the payment of the Bridgeport Payment, the Bridgeport Property shall vest in the Bridgeport Debtor free and clear of any Liens and Claims including the Bridgeport Mortgage, and the Bridgeport Mortgage shall be deemed cancelled and the obligations of the Bridgeport Debtor thereunder shall be satisfied in full, cancelled, and of no force and effect without any need for the Collateral Agent or FIE VIII to take further action with respect thereto. Class 3(iii) Secured Claim Against Range Line Road Mobile, LLC. The FIE VIII Secured Claim against the Range Line Road Debtor in respect of the Range Line Road Mortgage shall be an Allowed Secured Claim in the amount of $975,000. Pursuant to the Stipulation and Stipulation Order, the Debtors shall pay the amount of $975,000 to the Collateral Agent (the "Range Line Road Payment"), on behalf of itself and FIE VIII, in full and final satisfaction of the Range Line Road Mortgage and any Allowed Claims of the Collateral Agent and FIE VIII relating to the Range Line Road Mortgage or Range Line Road Property. Contemporaneously with the payment of the Range Line Road Payment, the Range Line Road Property shall vest in the Range Line Road Debtor free and clear of any Liens and Claims including the Range Line Road Mortgage and the Range Line Road Mortgage and any related documents shall be deemed cancelled and the obligations of the Bridgeport Debtor thereunder shall be satisfied in full, cancelled, and of no force and effect without any need for the Collateral Agent or FIE VIII to take further action with respect thereto. Class 3(iv) Secured Claim Against Grange Road Port Wentworth, LLC. The Plan leaves unaltered the legal, equitable and contractual rights to which the holder of the Class 3 Secured Claim is entitled. In the event there is a FIE VIII Mortgage Validity Ruling with respect to the Grange Road Property, the Collateral Agent and FIE VIII shall have an Allowed Secured Claim against the Grange Road Debtor in respect of the Grange Road Mortgage and the Collateral Agent or FIE VIII may (in each case, either directly or through one or more acquisition vehicles), at its election and in its sole discretion, foreclose on the Grange Road Property and the Confirmation Order shall and shall be deemed to grant the Collateral Agent and FIE VIII relief from the automatic stay under section 362 of the Bankruptcy Code to take all actions as may be necessary or appropriate to exercise rights to foreclose under the Grange Road Mortgage. Class 3(v) Secured Claim Against Industrial Park Boulevard Warner Robbins, LLC. The Plan leaves unaltered the legal, equitable and contractual rights to which the holder of the Class 3 Secured Claim is entitled. In the event there is a FIE VIII Mortgage Validity Ruling with respect to the Warner Robbins Property, the Collateral Agent and FIE VIII shall have an Allowed Secured Claim against the Warner Robbins Debtor in respect of the Warner Robbins Mortgage and the Collateral Agent and FIE VIII may (in each case, either directly or through one or more acquisition vehicles), at its election and in its sole discretion, foreclose on the Warner Robbins Property and the Confirmation Order shall and shall be deemed to grant the Collateral Agent and FIE VIII relief from the automatic stay under section 362 of the Bankruptcy Code to take all actions as may be necessary or appropriate to exercise rights to foreclose under the Warner Robbins Mortgage. Class 3(vi) Secured Claim Against Sioux Falls, LLC The FIE VIII Secured Claim against the Sioux Falls Debtor in respect of the Sioux Falls Mortgage shall be an Allowed Secured Claim. Pursuant to the Stipulation and Stipulation Order, the Sioux Falls Debtor shall either (i) execute a deed in lieu of foreclosure to FIE VIII, an acquisition vehicle created by FIE VIII, or a third party designated by FIE VIII, with regards to the Sioux Falls Property, or (ii) allow FIE VIII and the Collateral Agent to foreclose and exercise all other rights under the Sioux Falls Mortgage and in respect of the Sioux Falls Property. Notwithstanding the preceding sentence, the Collateral Agent and FIE VIII may upon entry of the Stipulation Order, at its election and in its sole discretion, foreclose on the Sioux Falls Property. In the event either the Collateral Agent or FIE VIII (or an acquisition vehicle created by FIE VIII) elects to foreclose on the Sioux Falls Property, the Debtors agree not to dispute, object to, interfere with, or otherwise challenge the Collateral Agent’s and FIE VIII's efforts to foreclose on such property. FIE shall receive $750,000 and $975,000 from the Bridgeport Debtor and Range Line Road Debtor, respectively, and will recover the undetermined value of the Sioux Falls Property as well as the Sioux Falls Rent Proceeds less $10,000 for the Debtors' reasonable attorneys' fees and expense. FIE will also recover undetermined values for the Warner Robbins Property and Grange Road Property plus rental proceeds if the Bankruptcy Court determines by Final Order that it has valid and enforceable mortgages. Like in the prior iteration of the Plan, Class 4 Allowed General Unsecured Claims in the amount of $655.03 will receive a distribution of 100% of their allowed claims. Allowed General Unsecured Claims are Unimpaired. The Cash required to be distributed under the Plan to the holders of Allowed Administrative Claims and Allowed Claims on the Effective Date (or on such later date when such Claims become Allowed Claims) shall be provided by the New DIP Loan and it is a condition to the occurrence of the Effective Date that the New DIP Loan shall be sufficient to pay all Allowed General Unsecured Claims, Priority Tax Claims and Allowed Administrative Claims except to the extent the payments are payable under the Plan by the Debtors. The New DIP Loan shall not exceed the sum of $250,000, unless otherwise agreed in writing by CWI in its sole discretion. A full-text copy of the Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3fnCwVK from PacerMonitor.com at no charge. Counsel for Debtors: William H. Patrick, III, Esq. Tristan Manthey, Esq. Cherie Dessauer Nobles, Esq. Fishman Haygood, LLP 201 St. Charles Avenue, Suite 4600 New Orleans, LA 70170-4600 Telephone: (504) 556-5525 Mobile: (504) 556-5525 Fax: (504) 586-5250 About Louisiana Highway St. Gabriel Louisiana Highway St. Gabriel, LLC and five affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Lead Case No. 20-10824) on December 17, 2020. At the time of the filing, Louisiana Highway had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Douglas D. Dodd oversees the case. The Debtors tapped William H. Patrick, III, Esq., at Fishman Haygood LLP as counsel and Maestri-Murrell, Inc. as real estate broker. LTL MANAGEMENT: J&J Suits Strategy Questioned by Appeals Court -------------------------------------------------------------- Steven Church and Jef Feeley of Bloomberg News report that Johnson & Johnson faced tough questions from federal appellate judges about whether a unit's, LTL Management, bankruptcy designed to deal with more than 40,000 cancer lawsuits over its baby powder was legitimate. The three-judge panel in Philadelphia heard arguments about the Chapter 11 petition of LTL Management and will decide later whether the case was filed in good faith, or should be thrown out because J&J and its units do not face any immediate financial distress. Should J&J and LTL lose, juries would once again hear talc cancer claims, leaving J&J facing legal and financial uncertainties as it fights individual cases around the country. Last year, the health care giant used a legal maneuver, known as the Texas Two-Step, to funnel the suits into a new unit without any operations. That unit, LTL, immediately filed for bankruptcy to block the litigation while trying to negotiate settlements. Cancer victims claim tainted talc in J&J's iconic baby powder made them sick and want the federal appeals court to let their lawsuits go forward instead of being resolved as part of LTL's Chapter 11 case. The judges asked LTL's lawyers whether the case was really filed to project J&J from the lawsuits, or to give the company an advantage in negotiating a deal to end them all, as cancer victims claim. "The timing really suggests you did this for litigation advantage," Judge Luis Felipe Restrepo asked during an unusual, three-hour hearing on Monday. "You concede there is a litigation advantage?" Litigation Costs If there is an advantage to bankruptcy, it's incidental, LTL lawyer Neal Katyal said. "I think it's a byproduct, but that it isn't the reason" for the bankruptcy. Katyal was a former acting solicitor general in the Obama administration, meaning he argued cases before the U.S. Supreme Court. J&J, which denies its baby powder products cause cancer, argues LTL's Chapter 11 case is the only way of corralling talc litigation costs and ensuring victims get a fair payment. US Bankruptcy Judge Michael Kaplan, who is based in Trenton, New Jersey -- not far from J&J's headquarters in New Brunswick -- ruled in February LTL's bankruptcy was legitimate and a better solution than continuing to have juries weigh claims nationwide. "Since the day LTL began this process, it has consistently and unequivocally endorsed early resolution for the benefit of all parties, including current and future claimants," J&J said in an emailed statement. "We hope the court agrees with Judge Kaplan's well-reasoned opinion that this filing was done in good faith and is the right way to efficiently and equitably resolve these cases." J&J Says Law Firm Profits Motivate Opposition to Bankruptcy Deal During Monday's appellate arguments, Katyal repeatedly pointed to a $4.7 billion award in 2018 to about 20 women who blamed their cancers on J&J’s baby powder as one of the justifications for the company putting the newly created unit into Chapter 11. The award -- later cut to $2.1 billion -- blew up any chance J&J could put together a reasonable settlement program in the future, the lawyer said. J&J ended up paying a total of $2.5 billion with interest. "Lottery-Style" After that case, plaintiffs' lawyers all wanted similar "lottery-style home runs of a verdict," Katyal said. Mark Lanier, the Texas-based lawyer who won the mammoth award against J&J, dismissed Katyal’s description of the verdict. “Not a lottery verdict. It was the penalty for killing people for money,” Lanier said in an emailed statement. Talc victims contend J&J knew for more than 50 years its talc-based powders were tainted with asbestos, a carcinogen, and continued to sell its iconic baby powder anyway to rack up profits. J&J took the product off the market in the U.S. and Canada in 2020 and has announced it will no longer sell it globally after next year. Katyal also cited rising defense costs for the talc cases as another justification for LTL's bankruptcy filing. He said the world's largest maker of health-care products is paying as much as $5 million per case for lawyers and other costs. "That's a huge dead-weight loss." But Jeffrey Lamken, who represents talc victims, noted in his argument J&J has a market capitalization of $450 billion. Chain Reaction The appellate judges also asked whether the ruling could set off a chain reaction of similar filings by otherwise solvent companies seeking to get the benefits of bankruptcy without any of the downsides. Advocates for cancer victims say the filing is just a way for J&J to cap how much it has to pay out. LTL's bankruptcy would be difficult to copy, in part because of an agreement requiring the assets of J&J's consumer-products unit to be used to pay cancer claimants and other LTL creditors as part of the Chapter 11 case, Katyal told the court. That means the claimants have access to $61 billion and will collect more as part of LTL's restructuring than if they tried their cases in state and federal courts, he said. Under the Texas Two-Step, a profitable company restructures to shift mass-tort suits to a specific unit, which then files for bankruptcy in hopes of working out a comprehensive settlement of the claims. A handful of companies, including Koch Industries’ Georgia-Pacific unit, used the strategy before J&J. Those cases remain in bankruptcy court in North Carolina. LTL's bankruptcy is the first Texas Two-Step to reach an appeals court. After victim groups challenged Kaplan’s ruling, the federal appeals court in Philadelphia agreed to expedite the case. The judges that heard the arguments Monday gave each side more than an hour to make their case -- more time than typically alloted for such presentations. J&J's strategy has been condemned by some legal scholars and members of Congress because the company is receiving a major benefit of Chapter 11 rules -- a halt to lawsuits -- without filing for bankruptcy, where the company would be subject to court oversight of its spending and other practices. The handful of the companies that have used the strategy since it emerged in 2017 have faced suits targeting their use of asbestos, a toxic industrial material. The cases take advantage of special rules set up by Congress for companies threatened with insolvency by such suits. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. MACON & HARDWARE: Seeks Cash Collateral Access ---------------------------------------------- Macon Door & Hardware Inc. asks the U.S. Bankruptcy Court for the Middle District of Georgia, Macon Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to manage and pay the expenses required for the continued operation of its business. As of the Petition Date, Daniel R. Pike, as assignee of Capital City, asserts he is owed approximately $1,800,000 by the Debtor. Pike's claim is secured by, among other things, "cash collateral" in the form of accounts receivable, inventory, and equipment utilized in the Business including proceeds thereof. On March 20, 2009, Capital City filed UCC Financing Statement No. 011-2009-000460 reflecting its purported security interest, and continued the same on February 7, 2014 and December 12, 2018. As of the Petition Date, First Savings Bank asserts it is owed approximately $1,000,000 by the Debtor under a Small Business Administration Loan. First Savings will likely assert that its claim, if any, is secured by, among other things, "cash collateral" in the form of a junior lien in all Debtor's inventory and accounts receivable, contract rights and other rights to receive payment of money and the proceeds thereof as reflected on UCC Financing Statement No. 011-2020-001465 filed by First Savings on June 23, 2020. As of the Petition Date, the SBA asserts it is owed approximately $519,932, by the Debtor under a Secured Disaster Loan. The SBA will likely assert that its claim, if any, is secured by, among other things, "cash collateral" in the form of in junior lien in all tangible and intangible personal property, including all the Debtor's inventory, equipment, instruments, accounts, and deposit accounts and proceeds thereof as reflected on UCC Financing Statement No. 038-2021-023301 on August 24, 2021. As of the Petition Date, HYG Financial Services, Inc. is not owed any money by the Debtor. In the event HYG determines it is owed money, Macon Door believes HYG may assert that its claim, if any, is secured by, among other things, "cash collateral" in the form of proceeds from leased equipment as reflected on UCC Financing Statement No. 038-2015-005796 and continued the same on March 27, 2020 and March 31, 2020. As of the Petition Date, Samson Horus, LLC asserts it is owed approximately $380,000 by the Debtor. Samson will likely assert that its claim, if any, is secured by, among other things, "cash collateral" in the form of a junior lien in the Debtor's present and future accounts, receivables, deposit accounts, personal property, inventory and the proceeds thereof as reflected on UCC Financing Statement No. 007-2022-039336 filed by Samson on June 28, 2022. As adequate protection, the Debtor proposes to adequately protect Respondents via the following, as may be applicable: (a) The payment of all post-petition property taxes on any collateral held by Respondents as and when they become due; (b) Continuing to maintain and, as necessary, replace Respondents' collateral; (c) Providing replacement liens or adequate protection payments to the extent required by the Code, required to avoid economic depreciation on Respondents' collateral while this Case is pending, ordered by the Court, and/or agreed on between the Debtor and any one or more of the Respondents; and (d) Operating the business in substantial compliance with the Budget. A copy of the motion and the Debtor's budget is available at https://bit.ly/3Llybyh from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $155,749 for the month of September 2022; $167,649 for the month of October 2022; $167,749 for the month of November 2022; $197,849 for the month of December 2022; $197,849 for the month of January 2023; and $212,849 for the month of February 2023. About Macon Door & Hardware Macon Door & Hardware Inc. -- https://www.macondoor.com/ -- is a distributor of division 8 & 10 materials in the Middle Georgia area. Macon Door & Hardware filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 22-51044) on Sept. 9, 2022. In the petition filed by Daniel L. Pike, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Robert M. Matson has been appointed as Subchapter V trustee. The Debtor is represented by Ward Stone, Jr., Esq., at Stone & Baxter, LLP. MADISON SQUARE BOYS: Has $11M Financing From SummitBridge --------------------------------------------------------- Two and a half months after filing for bankruptcy, Madison Square Boys & Girls Club is seeking court approval to access DIP financing in the form of a senior secured debtor-in-possession credit facility in an aggregate principal amount equal to $11 million from SummitBridge National Investments VIII LLC The filing of this chapter 11 case was necessitated to equitably and efficiently address over one hundred claims that were filed against the Debtor following the passage of New York's Child Victims Act in 2019 and other similar statutes, which, among other things, opened a claim revival window for previously time-barred sexual abuse claims. The Debtor has made progress in a short amount of time, most of which was accomplished on a consensual basis with several of the key stakeholders; however, as previewed at the outset of the Chapter 11 Case, the Debtor's limited unrestricted assets have continued to dwindle and are nearly exhausted. The Debtor therefore requires access to additional liquidity to continue the mediation and restructuring process. The interest rate shall be a variable rate, subject to a 5 percent floor, plus 6.5 percent per annum computed on an actual 360-day basis. The DIP Term Loan will require current monthly cash payments of interest only, which shall be available from an established interest reserve as part of the DIP Facility. The DIP facility will mature 270 days from closing. The DIP Facility shall provide for three separate 90-day extensions subject to payment of the applicable Extension Fee. About Madison Square Boys & Girls Club Madison Square Boys & Girls Club, Inc. -- https://www.madisonsquare.org -- was established to save and enhance the lives of New York City boys and girls who by means of economic or social factors are most in need of its services. Madison Square Boys & Girls Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by Jeffrey Dold, chief financial officer, the Debtor reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; and Pillsbury Winthrop Shaw Pittman, LLP and Friedman Kaplan Seiler & Adelman, LLP as special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent. MARINER CENTRAL: Parkview Nursing Facility Enters Chapter 11 ------------------------------------------------------------ Mariner Health Central, Inc., Parkview Holding Company GP, LLC, and Parkview Operating Company, LP, have sought Chapter 11 protection. Debtor Parkview operates a skilled nursing facility with 121 beds in Hayward, California, and debtor Mariner Central provides administrative, clinical and operational support services to Parkview and to other skilled nursing facilities. Parkview Holdco is the general partner of Parkview (which is its sole asset), and has no other operations. Parkview generated $1.4 million of net income on revenues of $17.03 million, and a net loss of approximately $4.826 million on revenues of $14.92 million for the years ending December 31, 2020, and December 31, 2021, respectively. Over the same periods, Mariner Central generated approximately $77,278 in net income on $25.3 million of revenues and a net loss of approximately $3.37 million on $31 million of revenues. The Debtors' decline in revenues in 2021 may be attributed to a significant census decline for that year relating to the pandemic and Parkview's service as a COVID center supporting the local community. As of July 31, 2022, Parkview had approximately $5.97 million in total assets and $10.96 million in total liabilities, and Mariner Central had approximately $7.3 million in total assets and $104.7 million in total liabilities. While the Debtors have faced significant challenges since the beginning of the pandemic, and are party to over 35 lawsuits, the Debtors' present need for bankruptcy relief was precipitated by the recent entry of the Ledesma Judgment, which is against the Debtors in an amount that far exceeds the Debtors financial capacity to satisfy the judgment. While the Debtors pursue an appeal from this judgment on various grounds, the Debtors cannot risk an interruption in care to the residents of the Parkview skilled nursing facility, or to the residents of the other skilled nursing facilities that rely on services provided by Mariner Central, that may result from judgment enforcement efforts. Ledesma et al. v. Mariner Health Care, Inc., et al., Case No. RG19-025110, Superior Court of State of California, County of Alameda (the "Ledesma Action") was brought by 10 disparate plaintiffs and consolidated into a single case against the Debtors based on widely-varying allegations pertaining to their various residencies at the Parkview Facility and seeking a range of compensatory damages, attorney fees, statutory remedies and punitive damages based on widely-varying factual circumstances and liability theories that do not apply equally for all plaintiffs. On Dec. 30, 2021, judgment was entered in favor of the Ledesma Action plaintiffs against the Debtors in the aggregate amounts of approximately $4.5 million in compensatory damages plus more than $9 million in punitive damages. The Debtors were compelled to file the Chapter 11 Cases to protect their residents and their medical care, and to preserve value for their estates and creditors, while addressing the Ledesma Judgment and the Debtors' other obligations in an orderly manner. The Debtors intend to engage their creditors, in particular the holders of the Ledesma Judgment, to explore a consensual resolution of disputes within the circumstances of the Chapter 11 Cases. However, the Debtors' efforts are focused on continuing to provide uninterrupted service to residents at the Parkview and other Mariner Facilities while pursuing a plan to reorganize in these Cases. If necessary, the Debtors will pursue other strategic alternatives to ensure uninterrupted care for Parkview's residents and to serve the best interests of their estates, creditors, residents, and other stakeholders. About Parkview, Mariner Health Mariner Health Central, Inc., Parkview Operating Company, LP, and Parkview Holding Company GP, LLC, are part of the Mariner Health Care group of healthcare services providers, consultants and holding companies, all of which are direct or indirect subsidiaries of Mariner Corp. Currently, the Mariner Companies' operations primarily relate to 20 skilled nursing facilities , located in southern and northern California with approximately 2,190 licensed beds. Mariner Health Central, Inc., Parkview Operating Company, LP, and Parkview Holding Company GP, LLC (HoldCo), sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 22-10879) on Sept. 19, 2022. Debtor Parkview operates a skilled nursing facility with 121 beds and Debtor Mariner Central provides administrative, clinical and operational support services to Parkview and to other skilled nursing facilities. Parkview Holdco is the general partner of Parkview (which is its sole asset), and has no other operations. Other Mariner entities are not part of the Chapter 11 filings. The Debtors tapped RAINES FELDMAN LLP as general bankruptcy counsel; and PACHULSKI STANG ZIEHL & JONES LLP as local bankruptcy counsel. SIERRACONSTELLATION PARTNERS LLC is providing personnel to the Debtors. SIERRA founder Lawrence Perkins is presently serving as CRO of the Debtors. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. MARINER HEALTH: Sept. 30 Deadline Set for Panel Questionnaires -------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case Mariner Health Central, Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3SexjhT and return by email it to Timothy Fox -- Timothy.Fox@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Sept. 30, 2022. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Mariner Health Parkview Operating Company operates a skilled nursing facility with 121 beds and Debtor Mariner Central provides administrative, clinic and operational support services to Parkview and to other skilled nursing facilities. Parkview Holdco is the general partner of Parkview (which is its sole asset), and has no other operations. On Sept. 19, 2022, Mariner Health Central, Inc. and Parkview Operating Company, LP sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10877). The Debtor's estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The Debtors tapped Raines Feldman LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local Delaware counsel; and SierraConstellation Partners LLC as Provider of Additional Personnel to Support CRO. Kurtzman Carson Consultants LLC is the claims agent. MARTINEZ QUALITY: Wins Cash Collateral Access Thru Oct 14 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, authorized Martinez Quality Painting & Drywall, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through October 14, 2022. The Court held that the pre-judgment attachment freezing the funds in the Bank of America account is dissolved and Bank of America will hold uninterrupted $124,000 in the account ending in 9046 and remit the remaining excess funds to the Debtor so the Debtor may use the cash consistent with the terms of the court order. Pursuant to a previous interim order, Carocon Corporation was directed to pay $187,076 of the $220,785 it was holding in retainage from the Madison HWY39 project to the Debtor pursuant to the payment procedures contained under its contract with the Debtor. The Interim Order also directed that Carocon may pay the remaining $33,709 of the retainage it holds from the Madison HWY39 project to certain second tier subcontractors of the Debtor. Those payments are: (i) $28,360 to Sherwin Williams, (ii) $4,723 to H&E Equipment, and (iii) $626 to Foundation Building Materials. After entry of the prior Interim Order, Carocon was informed that the Debtor had already paid the aforementioned $626 it was holding for Foundation Building Materials. Accordingly, the Court directed Carocon to pay the remaining $625.55 that it was holding for Foundation Building Materials on the Madison HWY39 project to the Debtor. As adequate protection, the Creditors, including, but not limited to, EBF Holdings, LLC are granted a replacement lien or other property interest under section 361 of the Bankruptcy Code to the extent said parties' collateral or property is used by the Debtor and to the extent and with the same priority in post-petition property, and the proceeds thereof, that the creditors hold in the pre-petition property. The Debtor will obtain business interruption insurance in an amount satisfactory to EBF, will name EBF as loss payee, and will provide proof of said insurance to EBF upon its reasonable request. A hearing on the matter is scheduled for October 11 at 9:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3BKNaP7 from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $91,341 for Week 5; $91,341 for Week 6; $91,341 for Week 7; and $91,341 for Week 8. About Martinez Quality Painting & Drywall, Inc. Martinez Quality Painting & Drywall, Inc. is a drywall and painting contractor serving the residential commercial customers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 22-30357) on August 1, 2022. In the petition signed by Ricardo Martinez, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Craig J. Whitley oversees the case. John C. Woodman, Esq., at Essex Richards, PA, is the Debtor's counsel. NASDI LLC: Litigation Proceeds to Fund Pot Plan Payments -------------------------------------------------------- NASDI, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Massachusetts a Plan of Reorganization and a Disclosure Statement dated September 20, 2022. On Nov. 5, 2020, creditors filed an involuntary petition under Chapter 7 of the United States Bankruptcy Code: IUOE Local 4 Health and Welfare Fund, IUOE Local 4 Pension Fund, IUOE Local 4 Annuity & Savings Fund. The Debtor responded to said involuntary petition asking the Court to convert the case to a liquidating Chapter 11. The Court entered an order for relief under Chapter 7 on December 22, 2020 and then allowed the Motion to Convert the case to Chapter 11. This plan is a so-called Pot Plan. The pool of assets will consist of the funds presently on hand in the Debtor in Possession, account which as of July 31, 2022, is $54,418.15. The pool will also consist of the following: * Any funds collected from the City of Lawrence, the amount of which will hopefully be in the range of $60,000.00. * Any funds collected from the City of New York relative to the so called Ocean Breeze project. The figure on the Debtor's books relative to the value of this claim against the City of New York is $937,879.61. The timing and the collectability of this balance is uncertain. * Possible collection of $28 million dollars in the case of NASDI LLC v. Skanska Koch, Southern District of New York, case number17CV3578. The timing, collection of such funds, and the success of that litigation is uncertain at this time. * Possible recovery on a counterclaim in litigation entitled Nicholas Industries v. NASDI. * A possible claim against the City of New York relative to a project known as the Ocean Breeze Project which could generate a recovery of approximately $1,300,000.00. * Relative to Nicholas Industries v. NASDI, asserting a violation of New York's lien law and which is pending in New York State Supreme Court in Manhattan, there is a counterclaim by the Debtor, asserted in the amount of $500,000.00 which, if successful, might be setoff against the affirmative claim of Nicholas Industries or may be an affirmative recovery. The results at this point are uncertain. This case is in the discovery stage and depositions are ongoing. * There is a pending Court of Chancery action, NASDI Holdings, LLC, et al. v. North American Leasing, Inc., et al., C.A. No. 10540-CM, which concerns the April 2014 sale of two construction and demolition businesses (NASDI, LLC and Yankee Environmental Services, LLC) from plaintiffs NASDI Holdings, LLC and its parent Great Lakes Dredge and Dock Corporation to defendants North American Leasing, Inc. ("NALI") and Dore & Associates. The Debtor, Yankee and Art Sr. and Art Jr. are named as defendants as well. When the transaction closed, the businesses were actively engaged in work on numerous projects and had billed their customers for some but not all the work performed. To compensate the Plaintiffs for work that had been performed prior to the sale, the Defendants agreed to collect and remit to the Plaintiffs payments received as a result of pre-closing work. That agreement covered accounts receivable that had already been billed as well as unbilled work in progress. In January 2015, the Plaintiffs commenced this action claiming that the Defendants breached their post-closing payment obligations. The purchase agreement named an accounting firm to resolve accounting disputes arising out of post-closing activity. In April 2015, NALI filed a counterclaim against one of the sellers for fraudulent representations made within the four corners of the purchase agreement – namely that the percentage of completion of the purchased businesses (including NASDI) represented to NALI was prepared using the percentage of completion method of accounting according to GAAP. NALI claims that this representation was false and resulted in excess of $8 million in losses. North American Leasing (NALI) is an affiliate of the Debtor and if this counterclaim is successful, some or all of that 8 million dollar recovery could be transferred to the Debtor to fund this plan. This action has been stayed as a result of the bankruptcy filing. Class I shall consists of the secured claim asserted by the IRS. The Claim in Class I will not be impaired and will be paid in full from the pool of assets. Class II consists of the unsecured claims asserted against the Debtor. The Class II unsecured creditors will be paid a pre rata dividend of whatever funds remain after the payment of Chapter 11 administrative expense, the Class I claim and allowed priority claims. Class III shall consists of the membership interest in the LLC. This Class will retain their membership interest in the Debtor and will not be impaired. A full-text copy of the Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3UAOqMn from PacerMonitor.com at no charge. Counsel for Debtor: Gary W. Cruickshank, Esq. 21 Custom House Street Suite 920 Boston, MA 02110 (616)330-1960 (BBO107600) gwc@cruickshank-law.com About NASDI LLC A group of creditors including IUOE Local 4 Health and Welfare Fund, IUOE Local 4 Pension Fund and IUOE Local 4 Annuity & Savings Fund filed a Chapter 7 involuntary petition against NASDI LLC (Bankr. D. Mass. Case No. 20-12188) on Nov. 5, 2020. The creditors are represented by Gregory A. Geiman, Esq. On Dec. 22, 2020, the court ordered the conversion of the case to one under Chapter 11. Judge Melvin S. Hoffman oversees the Debtor's Chapter 11 case. The Debtor tapped Gary W. Cruickshank, Esq., as bankruptcy attorney and McAlpine, PC and Megan M. Dart, Esq., as special counsel. NATIONAL CAMPUS: S&P Alters Outlook to Stable, Affirms 'B' LT ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B' long-term rating on the California Statewide Communities Development Authority's series 2019 college housing revenue bonds, issued on behalf of National Campus & Community Development Corp. (NCCD)-Hooper Street LLC. "The outlook revision reflects our view of the significant improvement in occupancy and cash flow at the project, now called Founders Hall, and the expectation that the project will generate sufficient revenue to achieve compliance with the 1.2x debt service coverage covenant for fiscal year 2023," said S&P Global Ratings credit analyst Mary Ellen Wriedt. S&P said, "The outlook, which indicates our expectation for the potential direction of the long-term credit rating over a one-year period, is stable and reflects S&P Global Ratings' opinion that the 97% occupancy in fall 2022 indicates growing strong demand expectations for the project. We expect the project will generate revenues sufficient to fund operations, to fully make debt service payments, and to begin to replenish the debt service reserve fund (DSRF). Further, we expect debt service coverage (DSC) will be at or above 1.2x in fiscal 2023. "We could take a negative rating action if occupancy, operations, and DSC do not improve, and if management draws on the DSRF for additional future payments. "We could consider a positive rating action if occupancy is at or near 100%, annual DSC consistently surpasses 1x, and progress is made in funding the DSRF." Total long-term debt currently outstanding is $89.8 million. NEUMEDICINES INC: Court Confirms Third Amended Plan --------------------------------------------------- Judge Ernest M. Robles has entered an order confirming the Third Amended Chapter 11 Plan of Reorganization of Neumedicines, Inc. The Effective Date of the Plan shall be the first business day which is at least 14 days following the date of entry of this Order, if there has been no appeal, or order staying the effectiveness of this Order. The provisions of the Plan and this Order are binding on the Debtor, the Debtor's bankruptcy estate (the "Estate"), the Reorganized Debtor (as defined in the Plan), and all creditors and shareholders of the Debtor, whether or not the claims or interests of these entities are impaired under the Plan, whether or not these entities have voted to accept or reject the Plan, and whether or not these entities have filed proofs of claim or interest or are deemed to have filed proofs of claim or interest in the Bankruptcy Case. Pursuant to 11 U.S.C. s 1123(b)(3), upon the Effective Date, the Debtor will be deemed to transfer and assign to the Reorganized Debtor all of its rights (to the extent still held by the Debtor) to continue, commence and pursue, as appropriate, any causes of action, whether arising before or after the Petition Date (as defined in the Plan), in any court or tribunal, including in an adversary proceeding filed in the Bankruptcy Case, and any and all causes of action that the Debtor or the Estate may hold against any entity will vest in the Reorganized Debtor, subject to the preservation of defenses language in Paragraph 10 of this Order. Pursuant to 11 U.S.C. s 1142 and other applicable law, the Reorganized Debtor will have standing to pursue and liquidate any and all causes of action, whether by litigation, settlement, or abandonment. On the Effective Date, any unexpired lease or executory contract not expressly assumed or rejected by the Debtor in conjunction with, and/or prior to, confirmation of the Plan, shall be, and is hereby, rejected, and unless claims based upon rejection of these executory contracts and/or unexpired leases are filed timely pursuant to the Bankruptcy Rules, the Plan, and the order setting the claims bar date in the Bankruptcy Case, they shall be forever barred. A Post-Confirmation Status Conference shall be held on January 10, 2023 at 10:00 a.m. The Reorganized Debtor shall file a Post-Confirmation Status Report no later than fourteen days prior to the hearing. If the Plan has been substantially consummated or it is otherwise appropriate, the Reorganized Debtor shall file a motion for entry of a final decree and set a hearing on such motion so that such hearing may be heard concurrently with, or prior to, any Post-Confirmation Status Conference, if any. General Bankruptcy Counsel for Chapter 11 Debtor: Daniel J. Weintraub, Esq. James R. Selth, Esq. WEINTRAUB & SELTH, APC 11766 Wilshire Boulevard, Suite 450 Los Angeles, CA 90025 Telephone: (310) 207-1494 Facsimile: (310) 442-0660 E-mail: jim@wsrlaw.net About Neumedicines Inc. Neumedicines, Inc. -- https://www.neumedicines.com/ -- is a clinical-stage biopharmaceutical company in Arcadia, Calif., which is engaged in the research and development of HemaMax, recombinant human interleukin 12 (rHuIL-12), for the treatment of cancer in combination with standard of care (SOC, radiotherapy, chemotherapy, or immunotherapy) and Hematopoietic Syndrome of Acute Radiation Syndrome (HSARS) as a monotherapy. Neumedicines filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-16475) on July 17, 2020. In the petition signed by Timothy Gallaher, president, the Debtor disclosed total assets of up to $500,000 and total liabilities of up to $10 million. Judge Ernest M. Robles presides over the case. The Debtor tapped Weintraub & Seth, APC as bankruptcy counsel; Sheppard, Mullin, Richter & Hampton, LLP as special counsel; and Menchaca & Company, LLP as financial advisor. NICAS GROUP CAPITAL: Starts Subchapter V Case --------------------------------------------- Nicas Group Capital LLC has sought Chapter 11 protection in Georgia. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. According to Web site nicasgroup.com, Nicas Group Capital is the real estate arm of the Leap Family. Nicas Group is focused on light to heavily distressed B and C class properties in the southeastern part of the U.S. The Company targets "workforce housing" in secondary and tertiary markets around major metropolitan areas. Nicas Group Capital listed debt of less than $10 million and up to 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Oct. 27, 2022, at 10:30 AM at U.S. Trustee Teleconference. Proofs of claim are due by Nov. 28, 2022. About Nicas Group Capital Coming to the U.S. as refugees from Cambodia, the Leap family, through hard work and perseverance, has created several businesses. Nicas Group Capital LLC -- https://www.nicasgroup.com/ -- is the real estate arm of the Leap Family. Nicas Group Capital filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 22-30499) on Sept. 19, 2022. In the petition filed by Nicholas Leap, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Robert M. Matson has been appointed as Subchapter V trustee. The Debtor is represented by Will Bussell Geer of Rountree, Leitman, Klein & Geer, LLC. NSM TOP: S&P Lowers Issuer Credit Rating to 'B-', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on NSM Top Holdings Corp. and its ratings on its senior secured debt to 'B-' from 'B'; the recovery rating is unchanged at '3'. The stable outlook reflects its expectation for gradual improvement such that FOCF remains below 3% of debt through 2023, with leverage around or above 8x. S&P said, "The downgrade reflects our expectation for supply-chain challenges to continue constraining NSM's ability to service its customers into 2023, resulting in reduced profitability, cash-flow deficits, and tighter liquidity. NSM's reported a FOCF deficit and S&P Global-Ratings adjusted leverage above 8x for 2021 due to supply-chain challenges, inflation, and labor difficulties. We believe the company's continued underperformance in the first half of 2022 suggests these issues could take more time to resolve, leading to sustained pressure on FOCF in 2022 and into 2023. While we expect NSM's orders intake to increase for the remainder of 2022 as patient demand remains strong, we believe supply-chain issues will constrain the company's ability to fulfill its backlog. NSM is dependent on an international supply chain for the components needed to assemble its custom-fitted wheelchairs and deliver them to customers, which we view to be largely outside of NSM's control." For the 12 months ended June 30, 2022, the company reported revenue growth of about 20% compared to the same period last year. This was primarily due to the Canada Care acquisition in 2021 as well as increased order intake, driven by the pent-up demand for replacement chairs during the height of the COVID-19 pandemic. However, profitability (as measured by S&P global Ratings-adjusted EBITDA margins) remains under pressure and below pre-pandemic levels given supply-chain issues and lower margins at the Canada Care acquisition. Partially offsetting these negative factors are the company's focus on right-sizing the organization and active management of its cost base, which have resulted in some savings. This rating action closely mirrors our recent downgrade on one of NSM's close peers: NMN Holdings III Corp. (B-/Stable). NMN has a very similar business and has experienced similar pressures. S&P continues health and mobility. NSM generates a portion of revenue from pediatric pati to believe industry dynamics are generally favorable, with growth supported by an aging population and the nondiscretionary nature of the company's products. NSM is one of the leading North American providers of complex wheelchairs, related products, and home access services to end users with permanent ambulatory disabilities. The company benefits from favorable secular growth trends, including the aging population and increasing awareness about wheelchair replacements. In addition, S&P views these products as nondiscretionary for patients with permanent mobility disabilities because they are critical for long-term ents, which provides opportunities for recurring revenue, as the wheelchairs need to be replaced as the child grows. It also generates revenue from wheelchair replacement among adults patients, albeit less frequently, which generally supports revenue and cash-flow predictability. S&P said, "In our view, NSM's large base of skilled assistive technology professionals (ATPs) provides some degree of competitive advantage against smaller regional players. These ATPs develop and maintain client relationships and ensure patients are evaluated and fitted appropriately. Its business also depends on the referral relationship an ATP creates, which generates additional revenue for NSM. "The stable outlook reflects our expectation for gradual improvement in the supply chain, such that NSM's FOCF remains below 3% of debt, with S&P Global Ratings-adjusted leverage around or above 8x over the next 12 months. "We could lower our rating on NSM again in the next 12 months if we expect sustained FOCF deficits, either due to continued supply-chain issues or other operating challenges. These could include adverse changes to government reimbursement, loss of customers to competitors, a deterioration in collections, or margin pressure from labor or inflation on components, not offset by improvements in reimbursement. Such developments could lead us to conclude the company's capital structure is unsustainable. "Although unlikely over the next 12 months, we could raise the ratings if profitability improves, leading to the ratio of FOCF to debt rising above 3%. We expect that would coincide with S&P Global Ratings-adjusted leverage of 7x or lower." NUVO TOWER: Claims Will be Paid from Property Sale/Refinance ------------------------------------------------------------ Nuvo Tower, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement in connection with the Plan of Reorganization dated September 20, 2022. The Debtor owns 4 contiguous lots located at 2954-2958 Brighton 6th Street and 6-7 Brighton Fifth Place in the Brighton Beach section of Brooklyn, which lots are intended for construction of a 23-unit condominium complex (the "Property"). On August 7, 2017, the Debtor took out a high interest mortgage from Bayport Funding, LLC in the principal amount of $1,500,000 against the Property. On February 2, 2022, Bayport obtained a judgment of foreclosure (the "Judgment") which, together with accrued interest at the default rate of 24% per annum from March 1, 2019 through the February 2, 2022 Judgment date and statutory 9% interest accruing thereafter, together with limited legal fees of $5,000 and costs of $1,892.50 awarded. As a result, on June 22, 2022, the Debtor was forced to file a voluntary petition for relief under Chapter 11 of the Bankruptcy Code to preserve its equity in the Property and give it a reasonable opportunity to refinance the Property, adjudicate the current amount due to Bayport under the Judgment, compel Bayport to accept a satisfaction of the judgment/mortgage, and obtain the needed construction financing to construct the condominium building. During the Chapter 11 Case, the Debtor has been seeking out various sources of capital as well as talking to potential brokers and purchasers to either refinance or sell the Property. Such efforts have recently resulted in obtaining a letter of intent from Bridge Funding, Inc. ("BFI") for a loan commitment for $9,500,00 to refinance, inter alia, the Property. The Debtor is still working on procuring a final commitment from BFI which it hopes to receive in the next 30 days. The Plan will be funded with the net proceeds from (a) the sale or refinance of the Property. The sale or refinance of the Property, as applicable, following Confirmation of the Plan, shall not be subject to any stamp or similar transfer or mortgage recording tax pursuant to section 1146(a) of the Code because they be refinanced or sold under the Plan and after the Effective Date. Class 1 consists of the Allowed Real Estate Tax Secured Claims. The Allowed Class 1 Real Estate Secured Tax Claims in the approximate amount of $50,000, together with any unpaid statutory interest accrued thereon through the Sale Closing, shall be paid in full, in Cash, from the Distribution Fund upon the Sale Closing. Class 1 is unimpaired and deemed to accept the Plan. Class 2 consists of the Allowed Bayport Secured Claim. The Allowed Bayport Class 2 Secured Claim in the approximate Allowed amount of $2,250,709.05, together with accrued interest on the unpaid principal amount of $1,500,000 at an interest rate to be determined by the Bankruptcy Court accrued thereon through the Sale Closing Date, shall be paid in full, in Cash, from the Distribution Fund upon the earlier of a post-Effective Date refinance of the Property or the Sale Closing. Class 2 is unimpaired and deemed to accept the Plan. Class 3 consists of the Allowed Mechanic's Lien Secured Claim. The Allowed Mechanic's Lien Class 3 Secured Claims in the approximate amount of $25,000, together with any unpaid statutory interest, costs and reasonable attorneys' fees accrued thereon through the Sale Closing, shall be paid in full, in Cash, from the Distribution Fund upon the earlier of a post-Effective Date refinance of the Property or the Sale Closing. Class 3 is unimpaired and deemed to accept the Plan. Class 4 consists of the Allowed General Unsecured Claims. The Allowed Class 4 General Unsecured Claims in the approximate amount of $1,618, together with any unpaid statutory interest, costs and reasonable attorneys' fees accrued thereon through the Sale Closing, shall be paid in full, in Cash, from the Distribution Fund upon the earlier of a post-Effective Date refinance or the Sale Closing. Class 4 is unimpaired and deemed to accept the Plan. The Debtor shall continue to market the Property post-confirmation and shall continue to engage a real estate broker and/or mortgage broker to assist in such efforts, in order to refinance or sell and liquidate the Property for the highest and best price on or before the respective Sale Closing Dates. Upon Closing, the proceeds of refinance or sale shall be distributed to holders of Claims and Interests. A full-text copy of the Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3dFMnWy from PacerMonitor.com at no charge. Attorneys for the Debtor: Jonathan S. Pasternak, Esq. Robert L. Rattet, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 Email: rlr@dhclegal.com About Nuvo Tower Nuvo Tower LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns four contiguous building lots located at 2954-2958 Brighton 6th St. and 6-7 Brighton Fifth Place in the Brighton Beach section of Brooklyn, which lots are intended for construction of 23-unit condominium complex. Nuvo Tower sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41444) on June 22, 2022, listing $1 million to $10 million in both assets and liabilities. Haim Pinhas, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. Robert L. Rattet, Esq., at Davidoff Hutcher & Citron, LLP is the Debtor's counsel. NUZEE INC: Falls Short of Nasdaq Bid Price Requirement ------------------------------------------------------ NuZee, Inc. received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC, indicating that the Company is not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of the Company's common stock, par value $0.00001 per share, which continues to trade on The Nasdaq Capital Market under the symbol "NUZE." In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Notice, or until March 20, 2023, to regain compliance. If at any time before March 20, 2023 the closing bid price of the Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, NASDAQ will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter will be resolved. If the Company does not regain compliance during the compliance period ending March 20, 2023, then NASDAQ may in its discretion determine to grant the Company an additional 180 calendar day period to regain compliance, provided that the Company on March 20, 2023 meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and will need to provide NASDAQ written notice of its intent to cure the deficiency during the second compliance period. If the Company does not regain compliance within the allotted compliance period or periods, including any extensions that NASDAQ may determine to grant, NASDAQ will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a NASDAQ hearings panel. There can be no assurance that the Company will regain compliance with the minimum bid price requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other NASDAQ listing requirements. About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company and a single-serve pour-over coffee pouch producer and co-packer. The Company owns packing equipment developed in Asia for single serve pour over production. It co-packs single-serve pour-over coffee and tea bag style coffees for customers in the U.S. market and also co-packs for the South Korean market. NuZee reported a net loss of $18.55 million for the year ended Sept. 30, 2021, a net loss of $9.52 million for the year ended Sept. 30, 2020, and a net loss of $12.21 million for the year ended Sept. 30, 2019. Nuzee reported a net loss of $2.80 million for the three months ended Dec. 31, 2021. As of June 30, 2022, the Company had $12.39 million in total assets, $2.21 million in total liabilities, and $10.18 million in total stockholders' equity. OAKVIEW FARMS: Claims Will be Paid from the Plan Sponsor -------------------------------------------------------- Oakview Farms, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Disclosure Statement and Chapter 11 Plan. Oakview is a residential real estate developer in the greater Houston, Texas area. The Debtor owns and developed a master plan community in Spring, Texas on a 14 acre tract that has been divided into two tracts subdivided into 29 individual vacant lots (the "Oakview Lots"). The Debtor ran into financial difficulties in 2020 when it was unable to market and sell the Oakview Lots while continuing to make payments to its primary lender secured by the Oakview Lots. The Debtor's promissory note secured by the Oakview Lots matured Prior to the Petition Date, prompting the Debtor to seek voluntary bankruptcy relief on June 7, 2022. Class 1 shall consist of non-governmental claims secured by the Oakview Lots (TIG Romspen US Master Mortgage LP ("Romspen")). Romspen holds an Allowed Secured Claim against the Debtor, which Romspen and the Debtor mutually agree is $3,172,610.60 as of June 7, 2022 ("Petition Date"). Romspen shall receive an indefeasible single payment in the amount of $3,105,996.24 (the "DPO") in Cash no later than October 20, 2022 (the "Payoff Date") with payments funded through the Plan Sponsor Agreement and Plan Sponsor Transaction. The Debtor is provided up to 2 opportunities to extend the Payoff Date by a period of 30 days each by delivering to Romspen a Cash payment of $30,000.00 per extension ("Extension Fee") not later than the then-current Payoff Date. In the event the Debtor elects to exercise either (or both) of its 2 extension options, the DPO will be considered timely paid so long as the Extension Fee(s) are timely received by Romspen and the DPO is timely received by Romspen not later than the extended Payoff Date. Class 1 is impaired under the Plan. The Holder of the Allowed Secured Claim is entitled to vote to accept or reject the Plan. Class 2 shall consist of ad valorem claims secured by the Oakview Lots, including Harris County et al and Klein ISD. In full satisfaction, Holders of ad valorem Allowed Secured Claims in Class 2 shall receive their Allowed Secured Claims, plus post petition interest, charges, and attorneys' fees, with interest bearing on the respective Claims per applicable statutory non bankruptcy law and/or the underlying contractual agreement, whichever is applicable, on or before the Payoff Date or after the exercising of the Debtor's options to extend the Payoff Date by 30 days. Holders of ad valorem Allowed Secured Claims in Class 2 shall retain all liens they currently hold, whether for pre-petition tax years or for the current tax year, on any property of the Debtor until it receives payment in full of all taxes, and interest owed to them under the provisions of this Plan, and their lien position shall not be diminished. Class 2 is impaired under the Plan. Holders of ad valorem Allowed Secured Claims are entitled to vote to accept or reject the Plan. The equity interest holders Plan shall retain their equity interests. The payments contemplated in this Plan shall be funded from Cash on hand and payments in Cash received from the Plan Sponsor under the Plan Sponsor Agreement. Upon entry of the Confirmation Order, the Debtor shall be authorized to consummate the Plan Sponsor Agreement with the Plan Sponsor pursuant to the terms of the Plan Sponsor Agreement, the Plan, and the Confirmation Order. The transactions contemplated by the Plan Sponsor Agreement and the Plan are undertaken by the Debtor and the Plan sponsor without collusion and in good faith, and accordingly, the reversal or modification on appeal of the authorization to consummate the transactions contemplated thereunder and hereunder shall not affect the validity of such transaction. The Plan Sponsor is a good faith purchaser and, as such, is entitled to the full protections as such of the Bankruptcy Code. A full-text copy of the Disclosure Statement dated September 20, 2022, is available at https://bit.ly/3fkW3Xa from PacerMonitor.com at no charge. Counsel to the Debtor: Susan Tran, Esq. Brendon Singh, Esq. Tran Singh, LLP 2502 La Branch Street Houston, TX 77004 Telephone: (832) 975-7300 Facsimile: (832) 975-7301 Email: Stran@ts-llp.com Bsingh@ts-llp.com About Oakview Farms Oakview Farms, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31588) on June 7, 2022. At the time of the filing, the Debtor listed as much as $10 million in both assets and liabilities. The case is assigned to Judge Eduardo V. Rodriguez. Susan Tran Adams, Esq., at Tran Singh, LLP is the Debtor's counsel. OPTION CARE: S&P Alters Outlook to Positive, Affirms 'B+' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Option Care Health Inc. to positive from stable and affirmed its 'B+' issuer credit rating. At the same time, S&P affirmed its 'BB-' issue-level rating on Option Care's secured debt and its 'B-' issue-level rating on its unsecured debt. S&P said, "The positive outlook reflects our anticipation that the company will report strong revenue growth and solid free cash flow generation, which will improve its capacity to maintain S&P Global Ratings-adjusted debt to EBTIDA of less than 4x despite our expectation for continued tuck-in acquisitions. "We revised our outlook on the company and affirmed our ratings due to our expectation for strong revenue growth and free cash flow generation, which will enable it to sustain S&P Global Ratings-adjusted debt to EBITDA of less than 4x. Option Care's recent results outperformed our previous expectations because of stronger-than-expected revenue growth, which improved its free cash flow generation and led to a faster-than-anticipated decline in its leverage. In the first half of 2022, the company increased its revenue by the double-digit percent area on strong demand across its acute and chronic portfolios, contributions from its recently closed acquisitions (i.e., Infinity, Wasatch, and BioCure), and modest margin expansion from an improvement in its operating leverage, which led management to raise its full-year 2022 guidance. Based on recent trends and Option Care's revised guidance, we now expect it to maintain stronger credit metrics, including free cash flow generation in the $170 million-$175 million range and S&P Global Ratings-adjusted debt to EBITDA of about 3.4x. "While we expect Option Care to increase its revenue at a brisk pace, inflationary pressures and business-mix headwinds will modestly pressure its margins over the next several years.We estimate that the company derives more than 70% of its total revenue from chronic therapies and the remaining 30% from acute therapies. In addition, we expect Option Care's business mix will continue to shift toward its lower-margin chronic therapies over the next few years as the revenue from these therapies expands at a double-digit percent rate, outpacing the low-single-digit percent improvement in its acute revenue. We expect this continued shift toward the chronic portfolio will pressure the company margins, causing its EBITDA margin to decline by about 20 basis points (bps)-30 bps annually over the next couple of years. Despite the projected margin declines, we view the shift in Option Care's business mix toward chronic therapies as positive because favorable market trends in this industry will likely provide it with long-term EBITDA growth prospects. "We expect the company to remain acquisitive as it seeks to supplement its organic growth with mergers and acquisitions (M&A). In 2021, Option Care's capital spending increased to more than $100 million, from $30 million in the prior year, largely due to its increased acquisition activity, given that its closed three acquisitions during the year. For example, in the first half of 2022 the company acquired Specialty Pharmacy Nursing Network (SPNN) for approximately $60 million, which closed during the second quarter. We expect the company will remain acquisitive. In addition, we anticipate it will undertake capital expenditure of $25 million-$30 million annually to fund the opening of new care management and ambulatory infusion centers. Based on our projections for $170 million-$175 million of reported free cash flow generation in 2022, we expect Option Care will fund its growth spending internally using its operating cash flow, which will not lead to a material increase in its debt. "Management has stated that it intends to operate with leverage of between 3x and 4x. We estimate that this would translate to S&P Global Ratings-adjusted leverage in the 3.3x-4.3x range. We expect the company's leverage will reach this range by the end of the year. However, Option Care has a limited track record of maintaining leverage at these levels and M&A is a key part of its strategy. "The positive outlook on Option Care reflects our expectation that strong revenue growth and solid free cash flow generation will increase its capacity to maintain S&P Global Ratings-adjusted debt to EBTIDA of less than 4x despite our forecast for continued tuck-in acquisitions. "We could raise our rating on Option Care in the next 12 months if it continues to expand at a brisk pace, demonstrates a longer track record of maintaining leverage of less than 4x, and builds capacity such that we expect it will sustain S&P Global Ratings-adjusted debt to EBITDA of less than 4x. "We could revise our outlook on Option Care to stable if we expect its leverage will increase and remain above 4x. This could occur if its operating performance deteriorates, leading to weaker profitability and free cash flow generation. This could also occur if the company pursues a more aggressive acquisition strategy." ESG credit indicators: E-2, S-2, G-2 PAR PETROLEUM: S&P Upgrades ICR to 'B+', Outlook Stable ------------------------------------------------------- S&P Global Ratings upgraded Par Petroleum LLC to 'B+' from 'B'. At the same time, S&P raised its issue-level rating on the company's senior secured debt to 'BB-' from 'B+'. S&P's '2' recovery rating remains unchanged, indicating its expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a default. The stable outlook on Par reflects S&P's expectation that it will continue to generate surplus cash flow and reduce its gross debt while maintaining S&P Global Ratings-adjusted leverage of less than 2x in 2022 and in the 3x area for 2023. Par's above-average refining margins will support its surplus cash generation. Year to date, the company has realized above-average refining margins across its refining portfolio, the majority of which occurred in the second quarter. These margins represent a material improvement relative to Par's performance in 2021. For example, the company realized gross margin of $11.22 per barrel (/bbl) at its Hawaii refinery (its largest), which compares with the $3.51/bbl margin it reported over the same period a year ago. S&P said, "If Par sustains its refining margins at current levels for the remainder of the year, we would expect it to further reduce its debt. Specifically, we estimate its S&P Global Ratings-adjusted debt to EBITDA will between 1.5x and 2.0x in 2022 and in the 3.0x-3.3x range in 2023 and 2024 under a mid-cycle commodity price environment." Par's financial metrics have significantly improved over the last few quarters. By the end of the first half of 2022, the company had reduced its total debt by approximately $70 million to $520 million (as of June 30, 2022). Par also significantly improved its liquidity and EBITDA, mainly through the stronger cash flows from its above-average refining margins and decreased capital expenditure. On its previous earnings call, the company announced that it intends to further reduce its gross debt to the $400 million-$450 million area. S&P views this conservative financial policy as supportive of Par's credit quality because it has already reduced its gross debt below its pre-pandemic levels. This focus on debt reduction is partially offset by the decline in the company's total refining capacity due to the idling of its Par West refinery. The company idled the 54 thousand barrel per day (mbpd) facility in March 2020, which reduced its total refining capacity to 154 mbpd. This caused Par's scale to become smaller than that of the majority of its refining peers we rate in the 'BB' and 'B' categories. Par's integrated refining model, including its logistics and retail segments, is positive for its credit quality. The company's logistics and retail segments add stability to its cash flows and help it partially offset the inherent volatility in its refining segment. Par operates 119 fuel retail outlets in Hawaii, Washington, and Idaho that sell gasoline and diesel. Its extensive multi-modal logistics network spanning the Pacific Northwest and Rocky Mountain regions supports its ability to transport and store crude oil and refined products. Collectively, S&P expects these segments to contribute at least $100 million of EBITDA annually. S&P said, "The stable outlook on Par reflects our expectation that it will continue to generate surplus cash flow and reduce its gross debt while maintaining S&P Global Ratings-adjusted leverage of less than 2x in 2022 and in the 3x area for 2023. "We could lower our rating on Par if its refining margins deteriorate such that it sustains S&P Global Ratings-adjusted leverage of more than 4.5x in a mid-cycle environment or it pursues a more aggressive financial policy. This could also occur if its parent's (Par Pacific Holdings) leverage metrics deteriorate. "Although unlikely in the near term, we could consider raising our rating on Par if it improves the diversity of its cash flow by expanding its size and scale while sustaining S&P Global Ratings-adjusted leverage of less than 3x. In addition, we would expect the company to further stabilize its operating results due to the increasing level of cash flow from its midstream and retail segments." ESG credit indicators: E-4, S-2, G-2 Environmental factors are a negative consideration in S&P's credit rating analysis of Par Petroleum LLC. With three refineries in Hawaii, Washington, and Wyoming, the company is exposed to waste and pollution risk and climate transition risks. PARAMOUNT ROOFING: Net Disposable Income to Fund Plan ----------------------------------------------------- Paramount Roofing, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization under Subchapter V. The Debtor is a limited liability company formed on or about Jan. 15, 2010, under the laws of the State of Arizona. The Debtor is member-managed by Mr. Jeffrey Hansen and his wife Darla Hansen. The Debtor operates a roofing company providing new roof construction, roof repairs and storm damage restoration services. The Debtor will contribute to the Plan its disposable income, as defined in Sec. 1191(d) of the Bankruptcy Code net of applicable taxes and withholdings ("Net Disposable Income"), for 3 years and which will be distributed to holders of allowed claims. The final Plan payment is expected to be paid on or before a date which is 3 years from the Effective Date of the Plan. The Debtor estimates that the aggregate amount of unsecured claims which are either scheduled or are subject to proofs of claim equal approximately $949,702.28. Of this amount, $251,192.00 is for the Chase PPP loan which has been forgiven (Proof of Claim No. 4) and $166,577.00 is for the Travelers claim (Proof of Claim No. 8) which is disputed. Accounting for these 2 claims, Debtor projects that its aggregate amount of unsecured claims equals approximately $531,933.28. This Plan proposes to pay creditors of Debtor with Allowed Claims from Debtor's Net Disposable Income over a period of 3 years following the Effective Date of the Plan. Class 1 consists of Priority Wage Claim (Jeffrey Hansen). This claim consists of the wage claim of Debtor's owner and manager, Jeffrey Hansen in the amount of $2,807.00. This claim will be paid in full without interest on the Effective Date of the Plan. Class 2A consists of Secured creditor SBA. Beginning in August 2022, Debtor is required to make monthly payments of $2,487.00. All principal and unpaid accrued interest is due and payable on or before January 8, 2051. Debtor will continue to make monthly payments of $2,487.00 and will pay all remaining principal and accrued interest on or before January 8, 2051, in accordance with the existing loan documents. SBA shall continue to have those liens and security interests which existed prior to the Petition Date. Class 2B consists of Secured creditor Ally Capital. There is only a single payment of $273.35 left to be paid on a loan secured by a 2014 Ford Escape. This payment together with all accrued and unpaid interest will be paid in full on the Effective Date and, upon such payment, Ally Capital shall release any security interest in the vehicle. Class 3 consists of Non-priority unsecured creditors. Each holder of an allowed unsecured nonpriority claim will be paid from Debtor's Net Disposable Income (which will be determined net of any required payments of any administrative and priority claims. Payments shall occur in 3 annual payments beginning 1 year after the Effective Date of the Plan. This Class is impaired. Class 4 consists of Equity security holders of the Debtor. Debtor shall retain all assets of Debtor's bankruptcy estate, and such assets shall be revested in Debtor upon confirmation of the Plan in accordance with §1141(b) of the Bankruptcy Code. All equity interest holders shall retain their equity interest in Debtor subject to the terms and provisions of this Plan. The Debtor shall establish a Plan Fund for the management of all funds for distribution to creditors and claimants. The Plan Fund shall be administered by Debtor regardless of whether Plan confirmation is consensual unless otherwise determined by the Court. Debtor shall make deposits into the Plan Fund quarterly following the Effective Date of the Plan from Debtor’s actual Net Disposable Income. A full-text copy of the Plan of Reorganization dated September 20, 2022, is available at https://bit.ly/3UD1cKj from PacerMonitor.com at no charge. Counsel for Debtor: Alan A. Meda BURCH & CRACCHIOLO, P.A. 1850 N. Central Ave., Suite 1700 Phoenix, AZ 85004 Tel: 602.274.7611 E-mail: ameda@bcattorneys.com About Paramount Roofing Paramount Roofing LLC operates a roofing company providing new roof construction, roof repairs and storm damage restoration services for residential and commercial properties. The Debtor filed Chapter 11 Petition (Bankr. D. Ariz. Case No. 22-04080) on June 23, 2022. The Debtor is represented by Alan A. Meda, Esq. of BURCH & CRACCHIOLO, P.A. PBF ENERGY: Egan-Jones Upgrades Senior Unsecured Ratings to B ------------------------------------------------------------- Egan-Jones Ratings Company, on September 9, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by PBF Energy Inc. to B from B-. Headquartered in Parsippany-Troy Hills, New Jersey, PBF Energy Inc. operates as an independent petroleum refiner and supplier. PEAK THEORY: Taps CFO Solutions as Accountant, Financial Advisor ---------------------------------------------------------------- Peak Theory, Inc., doing business as Cubcoats, seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ CFO Solutions LLC, doing business as Ampleo, as accountant and financial advisor. Ampleo will render these services: (a) prepare financial disclosures; (b) update the Debtor's accounting system and reconcile its bank accounts; (c) assist with the prosecution of any avoidance actions; (d) assist the Debtor and its counsel in determining, litigating, and settling claims; (e) assist the Debtor with the preparation of monthly operating reports; (f) serve as the Debtor's chief restructuring officer to manage the liquidation of the estate; (g) assist the Debtor with the preparations of a Liquidation Analysis; (h) assist in the development and negotiations of a liquidating plan reorganization of the Debtor; (i) assist the Debtor in administration of the bankruptcy filings; and (j) perform any other ancillary tasks necessary to operate and wind down the Debtor's operations. The hourly rates of the firm's professionals are as follows: Matt McKinlay $295 Jon Allen $295 Sapan Thakore $200 In addition, the firm will seek reimbursement for expenses incurred. The firm requires a retainer of $5,000 from the Debtor. Jon Allen, a partner at CFO Solutions, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jon Allen CFO Solutions LLC 3300 N. Triumph Boulevard, Suite 100 Lehi, UT 84043 Telephone: (801) 657-4235 Email: general@ampleo.com. About Peak Theory Peak Theory Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 22-23480) on Sept. 5, 2022. In the petition signed by Zac Park, president, the Debtor disclosed between $100,000 and $500,000 in assets and between $1 million and $10 million in liabilities. Judge Joel T. Marker oversees the case. The Debtor tapped Darren Neilson, Esq., at Parsons Behle and Latimer as counsel and CFO Solutions LLC, doing business as Ampleo, as accountant and financial advisor. PELLETIER MANAGEMENT: Seeks to Tap Coolidge Wall Co. as Counsel --------------------------------------------------------------- Pelletier Management and Consulting LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ the law firm of Coolidge Wall Co., LPA as its legal counsel. The firm will render these legal services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its business; (b) attend meeting and negotiate with representatives of creditors and other parties-of-interest; (c) take all necessary action, in accordance with the Trustee, to protect and preserve the Debtor's estate; (d) prepare legal papers; (e) promote the plan of reorganization, disclosure statement, and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan, as necessary; (f) advise the Debtor in connection with any potential sale of assets; (g) appear before this court, any appellate courts and the United States Trustee and protect the interests of the Debtor's estate before such Courts and the United States Trustee; (h) consult with the Debtor regarding tax matters; and (i) perform all necessary legal services and provide all other necessary legal advice to the Debtor in connection with this Chapter 11, Subchapter V case. The firm requested a retainer of $50,000 in this engagement. The hourly rates of the firm's counsel and staff are as follows: Patricia J. Friesinger $340 Attorney $215 - $500 Paralegal $150 - $240 On September 14, 2022, the firm applied funds received as a retainer to fees outstanding/accrued as of that date in the amount of $7,674 and continues to hold $7,326 as a retainer. Patricia Friesinger, Esq., an attorney at Coolidge Wall Co., disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patricia J. Friesinger, Esq. Coolidge Wall Co., LPA 33 W. First Street, Ste. 200 Dayton, OH 45402 Telephone: (937) 449-5776 Facsimile: (937) 223-6705 Email: friesinger@coollaw.com About Pelletier Management and Consulting Pelletier Management and Consulting LLC is a limited liability company in Ohio. Pelletier Management and Consulting filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-31296) on Sept. 16, 2022. In the petition filed by Gaetan Pelletier, chief executive manager, the Debtor reported assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. Donald W. Mallory has been appointed as Subchapter V trustee. The Debtor is represented by Patricia J. Friesinger, Esq., at Coolidge Wall Co., LPA. PENNSYLVANIA ECONOMIC: Fitch Affirms 'BB-' on $112MM Parking Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the 'BB-' rating on the Pennsylvania Economic Development Financing Authority's (PEDFA) $112 million of outstanding senior parking revenue bonds. The Rating Outlook has been revised to Stable from Negative. RATING RATIONALE The Outlook revision to Stable reflects the parking system's steady revenue recovery trends that have exceeded 90% of pre-pandemic levels since February 2022, benefitting from increased demand in conjunction with rate increases. Fitch believes this revenue level is sustainable to establish a more stabilized level of cashflow available for all debt service obligations in the near term. The Stable Outlook also reflects execution of a corrective action plan agreement that extends the cure period for repayment of the January 2021 advance made to Assured Guaranty under the Series C debt service reserve contract to May 2023. Given the current recovery trajectory, management expects revenues to continue to improve and for parking demand to recover to levels generating sufficient cash flow to repay all outstanding debt service reserve advances within the next two to three years. The rating reflects the system's underlying market and constrained financial profile given the elevated aggregate leverage, which has led to increased risk related to asset preservation should cashflows prevent adequate levels of fund asides for capital and maintenance needs. The system retains financial flexibility in the form of its surety contracts to meet short-term financial commitments. However, the system's financial capacity to meet all future obligations, including reimbursements to Assured Guaranty and Dauphin County for draws on the debt service reserve fund and the funding of necessary maintenance capex, is vulnerable to further adverse changes in the economic environment. Although the parking system maintains healthy coverage on a senior basis, coverage is significantly lower for subordinate obligations and has not been in compliance with coverage covenants in recent fiscal periods. The rating case reflects all-in coverage levels of approximately 1x in fiscal 2022 and remains below covenanted levels through the entirety of the forecast. Fitch expects parking system cash flows and current fund balances to remain narrow, providing limited internal resources for maintenance capex due to the low priority in the payment waterfall of capital reserve account replenishment. KEY RATING DRIVERS Dominant Position, Lagging Performance: Revenue Risk (Volume) - Weaker The system includes 11 parking facilities with a total of 7,694 spaces and 1,260 spaces of on-street metered parking covering around 70% of public parking in Harrisburg. Strong non-compete covenants are expected to provide adequate market share protection. However, while the high degree of government jobs in the area provide some degree of demand stability by way of commonwealth parking contracts, the system still depends on university enrollment and economic growth in the Harrisburg area, and parking revenues are likely to mirror the tepid historical performance. Rate-Making Authority: Revenue Risk (Price) - Midrange Contracted rate schedules had provided for large upward adjustments in the initial years, followed by the current mechanism of annual escalators thereafter. Rates currently remain competitive versus the national average, but could be exposed to demand sensitivity to the extent greater than inflationary rate increases were to be needed to support revenue underperformance or increased lifecycle cost investments. Further, the approval procedures for rate adjustments above the annual escalators could see political risks which may serve to limit rate-making flexibility. Capital Plan Exhibits Risk: Infrastructure Development and Renewal - Weaker The weaker assessment reflects the system's ongoing exposures to generate excess cash flows to pay-go fund major maintenance costs as well as to replenish the capital reserve account at appropriate levels. Repayments to draws on debt service reserves tied to the junior obligations are prioritized higher than capital reserves in the system's flow of funds. Funded with bond proceeds at the original financing in 2013, a $9 million capital reserve has been spent down to a current level of $2 million and remains at risk of full depletion absent a source of infusion, as management expects to spend $600,000 annually through 2024. Structural Features Have Weaknesses: Debt Structure - Midrange (Revised from Weaker) The midrange assessment reflects the senior ranking of the 2013A bonds in the project's capital structure and the parking system's fixed rate and fully amortizing debt profile. However, overall project structural features are lacking as shown through limited requirements for liquidity and leverage protections coupled with no established operating reserves and debt service reserves funded through surety policies. In addition, reserves for capital maintenance fall at the bottom of the cashflow waterfall, which present funding risks for ongoing capital investments. The system drew $1.7 million and $2.0 million on debt service reserves in January 2021 and 2022, respectively. Repayment of the advances is priority below current debt service in the cash flow waterfall. Senior tenor is long with a 30-year final maturity and subject to some capital appreciation. Financial Profile The parking system has a high aggregate leverage and an escalating debt service profile, including capital appreciation structured bonds, which requires significant revenue growth to cover increasing as well as ongoing capital needs. All-in coverage (inclusive of subordinate debt) at YE 2021 (0.9x) fell below covenanted levels for the fifth time since 2013. Fitch's rating case forecasts senior-lien coverage to average 2.4x, based on a net revenue calculation. The average coverage of total project costs, including subordinated obligations and capital needs as well as debt service reserve draw reimbursements, is less than sum sufficient at 0.9x. PEER GROUP The closest publicly Fitch-rated peer is Miami Parking, rated 'A'/Positive. This parking credit represents a larger city system in a very strong metropolitan statistical area and is financially protected with significantly lower leverage, stronger liquidity and stronger debt service coverage ratio (DSCR). RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Parking activity and revenue generation that fall below rating case expectations; - Inability to sustain adequate funding levels for asset maintenance from the capital reserve account; - Continued periods of reserve draws for the subordinate obligations and failure to adhere to the current reserve draw reimbursements under agreements with both Dauphin County and Assured Guaranty. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Positive rating action is not expected in the near-term given the constrained financial profile coupled with uncertain capital needs and funding; - Over the medium term, sustained total coverage in excess of the 1.25x covenanted levels in conjunction with the demonstrated ability to build-up the capital reserve account and address expected capital needs would be supportive of a positive rating action. CREDIT UPDATE The parking system has demonstrated steady revenue recovery trends that have exceeded 90% of pre-pandemic levels since February 2022. As of July 2022, revenues net of parking tax is down 5.9% from pre-pandemic levels in 2019, and is 3.0% below budgeted expectations. Operating expenses as of June 2022 are 1.6% higher than budget, with cash flow being $205,000 under budget. The variance in operating expenses is attributed to higher legal and service fees associated with the Forbearance Agreement. Management forecasts that fiscal 2022 all-in DSCR net of senior opex for the Series A, B, and C bonds will be slightly above 1.0x. The Commonwealth rates increased per the lease terms in 2022. In addition, the monthly garage contract rates increased in 2022, and meter rates increased in August 2021. Negotiations are taking place with the City of Harrisburg regarding an increase in ticket rates and the addition of meter spaces in the area around the new federal courthouse that would provide additional revenues. Pandemic-related revenue shortfalls in 2020 led to draws on the Series B and Series C debt service reserve surety contract issued by Assured Guaranty to meet debt service requirements. On Jan. 1, 2021, the trustee drew $745,000 under the Series B debt service reserve surety contract issued by AGM and $932,000 under the Series C debt service surety contract issued by AGM to meet the $5.8 million principal and interest payment. Pursuant to the Series B guaranty, Dauphin County subsequently reimbursed AGM for the 2021 Series B surety draw. PEDFA is responsible for reimbursing the Dauphin County and Assured Guaranty for the reserve repayment within one year per the bond indenture. On March 15, 2022, Assured Guaranty filed a Notice of Default with a 30-day cure period for the 2021 Series C surety draw. The authority's asset manager provided Assured Guaranty with a Corrective Action Plan (CAP). The CAP projects that the debt service reserve draw will be cured "within two or three years depending on the level of recovery." The CAP was accepted by the Credit Enhancers, which extended the cure period to May 2023. Similar to 2020, revenue shortfalls in 2021 led to additional draws on the Series B and Series C debt service reserve surety contract of $881 thousand and $1.1 million, respectively. Dauphin County reimbursed AGM for the 2022 Series B surety draw. The Series B and Series C surety draws must be repaid within 12 months of the advance. The current CAP and forecasts show full reimbursement of the 2021 and 2022 debt service reserve surety draws to both Dauphin County and Assured Guaranty by 2024. Assuming continued improvement in project revenues year-to-date, management does not expect further draws on the debt service reserve contracts. Parking system cash flows and current fund balances remain very narrow and provide limited internal resources for maintenance capex as replenishment of the capital reserve account is low in priority in the payment waterfall. The system does not expect to generate excess cash flows to replenish the capital reserve account until after the reserve advances are repaid to Dauphin County and Assured Guaranty. FINANCIAL ANALYSIS Fitch's base case incorporates management's forecast for the next five years. Revenues for 2022 are projected to recover to 95% of pre-pandemic levels, with 2023 exceeding the pre-pandemic levels. In both cases, 2021 and 2022 Series B and C debt service includes reimbursements toward 2020 and 2021 shortfalls. Under this scenario, Fitch-calculated senior DSCR averages 2.6x through 2026, while all-in DSCR averages 1.1x, below the rate covenant of 1.25x. Fitch's all-in DSCR calculation includes senior expenses pursuant to the trust indenture's flow of funds, but does not include subordinate expenses or capex needed to maintain the system. With the additional subordinate expenses and capex, DSCR is below sum sufficient, averaging 0.9x through 2026. PEDFA's all-in leverage is projected to decrease to 14.8x in 2022 and steadily drop down to 9.8x by 2026. Fitch's rating case assumes a similar recovery level of revenues for 2022. All revenues streams are expected to reach or exceed pre-pandemic levels by 2023, except for garage revenues, which have seen a slower recovery. Total system revenues grow at a five-year CAGR of 6.3%. Fitch-calculated senior DSCR averages 2.4x throughout 2026, while all-in DSCR (net of senior opex only) averages 1.0x, which is below the rate covenant. The all-in average DSCR (net of sub opex and capex) of 0.9x is less than sum sufficient. PEDFA's total leverage is projected to decrease to 14.9x in 2022 and steadily drop down to 10.9x by 2026. SECURITY The series 2013A senior bonds are secured by a senior in payment gross pledge of the parking revenues (which are net of a 20% off-street parking tax to the city) generated by the capitol region parking system's facilities and meters. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Debt Rating Prior ---- ------ ----- Pennsylvania Economic Development Financing Authority (PA) [Parking] Pennsylvania Economic Development Financing Authority (PA) /Parking System Revenues/1 LT LT BB- Affirmed BB- PLUS THERAPEUTICS: Executes $17.6 Million Award Contract With CPRIT ------------------------------------------------------------------- Plus Therapeutics, Inc. has finalized and signed a grant contract with the Cancer Prevention & Research Institute of Texas (CPRIT) for its previously announced $17.6 million Product Development Research funding award. The award will cover the majority of the development costs of the Company's lead investigational targeted radiotherapeutic, Rhenium-186 NanoLiposome (186RNL), for the treatment of patients with leptomeningeal metastases (LM) over a three-year period, beginning in the fourth quarter of 2022. "This award from CPRIT significantly strengthens the company's balance sheet," said Marc H. Hedrick M.D., president and chief executive officer of Plus Therapeutics. "This non-dilutive funding coupled with existing cash, extends our expected cash runway through 2025. Currently, our two lead CNS cancer programs are externally funded through Phase 2 and multiple clinical milestones." The agreement provides for $17.6 million in funding from CPRIT over the three-year grant period starting on Aug. 31, 2022 and follows the expected increase of development costs as the ReSPECT-LM clinical trial progresses to later stages: * Year 1: September 1, 2022 to August 31, 2023: $3.7 million * Year 2: September 1, 2023 to August 31, 2024: $6.7 million * Year 3: September 1, 2024 to August 31, 2025: $7.2 million The Company reported $18.1 million in cash as of June 30, 2022. In conjunction with the National Institutes of Health (NIH) and CPRIT grants, together with cash on hand, the Company believes it has capital to fund both its currently planned overhead and development expenses through 2025. In the second quarter of 2022, the Company completed enrollment of Cohort 1 in the ReSPECT-LM Phase 1/2a dose escalation trial (NCT05034497). Blinded interim data for Cohort 1 was reviewed and assessed by the independent Data and Safety Monitoring Board (DSMB) which determined it was appropriate to begin enrolling patients in Cohort 2. The U.S. Food and Drug Administration has granted Fast Track designation to 186RNL for the treatment of LM. Safety and feasibility data from the ReSPECT-LM clinical trial was recently presented at the 2022 Annual Conference on CNS Clinical Trials and Brain Metastases. About Plus Therapeutics Headquartered in Austin, Texas, Plus Therapeutics, Inc. -- http://www.plustherapeutics.com-- is a clinical-stage pharmaceutical company focused on the discovery, development, and manufacturing scale up of complex and innovative treatments for patients battling cancer and other life-threatening diseases. Plus Therapeutics reported a net loss of $13.40 million for the year ended Dec. 31, 2021, a net loss of $8.24 million for the year ended Dec. 31, 2020, a net loss of $10.89 million for the year ended Dec. 31, 2019, a net loss of $12.63 million for the year ended Dec. 31, 2018, and a net loss of $22.68 million for the year ended Dec. 31, 2017. As of June 30, 2022, the Company had $21.27 million in total assets, $11.59 million in total liabilities, and $9.68 million in total stockholders' equity. RELMADA THERAPEUTICS: Swaps Pre-funded Warrants for 1.45M Shares ---------------------------------------------------------------- Relmada Therapeutics, Inc. has entered into an exchange agreement with entities affiliated with Venrock Healthcare Capital Partners, pursuant to which the Company exchanged an aggregate of 1,452,016 shares of the Company's common stock, par value $0.001 per share, owned by the Exchanging Stockholders for pre-funded warrants to purchase an aggregate of 1,452,016 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.001 per share. The Exchange Warrants will be exercisable at any time, except that the Exchange Warrants will not be exercisable by the Exchanging Stockholders if, upon giving effect or immediately prior thereto, the Exchanging Stockholders would beneficially own more than 9.99% of the total number of issued and outstanding Common Stock, which percentage may change at the holders' election to any other number less than or equal to 19.99% upon 61 days' notice to the Company. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Nevada law. About Relmada Therapeutics Inc. Relmada Therapeutics, Inc. is a late-stage pharmaceutical company addressing diseases of the central nervous system (CNS), with a focus on major depressive disorder (MDD). Relmada reported a net loss of $125.75 million in 2021, a net loss of $59.45 million in 2020, a net loss of $15 million for the year ended Dec. 31, 2019. RENNOVA HEALTH: Has 15.1B Common Shares Outstanding as of Sept. 22 ------------------------------------------------------------------ As a result of conversions of shares of preferred stock of Rennova Health, Inc., the Company had 15,094,322,256 shares of common stock issued and outstanding as of the close of business on Sept. 22, 2022, according to a Form 8-K filed with the Securities and Exchange Commission. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com-- is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee known as Big South Fork Medical Center, a hospital located in Jamestown, Tennessee that it plans to reopen, a physician's practice in Jamestown, Tennessee that it plans to reopen and a rural clinic in Kentucky. Net loss available to common stockholders for the year ended Dec. 31, 2021, was $500.87 million while the net loss available to common stockholders for the year ended Dec. 31, 2020, was $281.59 million. As of March 31, 2022, the Company had $19.01 million in total assets, $47.58 million in total liabilities, and a total stockholders' deficit of $28.57 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has recognized recurring losses and negative cash flows from operations, and currently has minimal revenue producing activities. This raises substantial doubt about the Company's ability to continue as a going concern. ROSAMOND 5 PROPERTIES: Case Summary & Nine Unsecured Creditors -------------------------------------------------------------- Debtor: Rosamond 5 properties LLC 830-50 Palm Canyon Dr. Borrego Springs, CA 92004 Business Description: The Debtor is the fee simple owner of three properties located in Borrego Springs, CA and Rosamond, CA having a total current value of $7.7 million. Chapter 11 Petition Date: September 25, 2022 Court: United States Bankruptcy Court Southern District of California Case No.: 22-02483 Debtor's Counsel: Michael R. Totaro, Esq. TOTARO & SHANAHAN P.O. Box 789 Pacific Palisades, CA 90272 Tel: (888) 425-2889 Fax: (310) 496-1260 Email: Ocbkatty@aol.com Total Assets: $7,700,000 Total Liabilities: $2,868,027 The petition was signed by Patrick Kealy as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V6J4UWI/Rosamond_5_properties_LLC__casbke-22-02483__0001.0.pdf?mcid=tGE4TAMA ROYAL CARIBBEAN: S&P Rates New $1BB Senior Secured Notes 'BB-' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to Royal Caribbean Cruises Ltd.'s proposed $1 billion senior secured notes due 2029. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery for noteholders in the event of a payment default. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '2' recovery rating to the company's proposed $1 billion guaranteed unsecured notes due 2029. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 85%) recovery. Royal intends to use the proceeds from these notes, along with cash on hand, to redeem its $1 billion 10.875% senior secured notes due 2023 and its $1 billion 9.125% guaranteed notes due 2023, as well as to pay transaction fees and expenses." The proposed debt-for-debt refinancing is a net positive because it will extend Royal's maturity profile by refinancing nearly all of its remaining June 2023 maturities. The company has demonstrated continued access to capital through its recent convertible note and unsecured note issuances. S&P said, "Our 'B' issuer credit rating and negative outlook are unchanged. We still expect Royal's S&P Global Ratings-adjusted credit measures to remain very weak in 2022 because of its pandemic-related incremental debt and the gradual recovery in its operations. The company returned its full fleet to guest operations as of the end of the second quarter of 2022, just in time for the seasonally strong summer sailing season. Additionally, Royal's EBITDA reached an inflection point in the second quarter of 2022 when it turned modestly positive earlier than we had forecast. The company reported on its second-quarter earnings call that, although its bookings for the second half are below historical ranges, its pricing exceeds its results from 2019 (with and without future cruise credits). Additionally, its guests are booking cruises closer to their sailing date than in previous years, which has led its advanced booking volumes received in the second quarter of 2022 for sailings in the second half of the year to average 30% above its results for the same period in 2019. Based on Royal's reported forward bookings and pricing, we expect its EBITDA will improve in the second half of 2022 but remain much lower than in the second half of 2019. The company expects to generate $2.9 billion-$3.0 billion of total revenue and $700 million-$750 million of EBITDA in its seasonally strong third quarter. Despite its higher capacity, Royal's third-quarter guidance indicates that its revenue will be 5%-10% below its results in the third quarter of 2019 while its EBITDA will be about 40% lower. The company's lower occupancy and significantly higher fuel costs are dragging on both its revenue and margin recovery. Royal anticipates its occupancy will be about 95% in the third quarter, which is materially lower than the about 111% it experienced in the third quarter of 2019, and it expects its fuel expense to be almost 80% higher than in 2019." Demand for cruises in 2023 could absorb its capacity increases, its occupancy could recover closer to 2019 levels, and its net revenue per passenger cruise day could slightly exceed its 2019 levels. Together, these improvements would support significant EBITDA growth for Royal in 2023, relative to 2022, and improve its S&P Global Ratings-adjusted leverage below 7.5x in 2023 (from unsustainable levels in 2022). The company reported that its bookings for all four quarters of 2023 are currently in its historical ranges and at higher pricing. While its 2023 EBITDA could recover close to, or exceed, its 2019 figures--based on these forward booking trends and the expected delivery of new ships--macroeconomic headwinds could disrupt its recovery and reduce the demand for its 2023 sailings. In July, S&P' economists revised their assessment of the likelihood of a recession occurring over the next 12 months to 45%, with a 40%-50% band given the heightened uncertainty, which is up from their June forecast of 35%-45%. Additionally, high inflation that reduces households' purchasing power could cause leisure consumers to reduce the ticket prices they are willing to pay for travel. If cruise operators need to lower their prices to fill ships, it could slow their ability to reduce their leverage, especially if fuel and other costs remain elevated. S&P said, "The negative outlook reflects the possibility we could lower our rating on Royal if we no longer believe its occupancy and cash flow in the second half of 2022 is recovering on a run-rate basis such that it would support a reduction in its leverage below our 7.5x downgrade threshold in 2023. We could also downgrade the company if we believe it will be unable to generate positive free operating cash flow (net of committed ship financing) by 2023. Furthermore, we could lower our rating if we anticipate any strain on Royal's liquidity position, which would likely occur because of weaker-than-expected demand or additional operating restrictions that impair its operations." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'BB-' issue-level rating and '1' recovery rating to Royal's proposed $1 billion senior secured notes. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery. -- S&P said, "We assigned its 'B+' issue-level rating and '2' recovery rating to Royal's proposed $1 billion guaranteed unsecured notes. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 85%) recovery. While its estimated level of recovery for the guaranteed unsecured notes would indicate a recovery rating of '1' (90%-100% recovery), we cap our recovery ratings on the unsecured debt issued by companies we rate in the 'B' category at '2'. This cap addresses that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default." -- S&P's issue-level rating on Royal's other $1.39 billion of outstanding senior secured notes remains 'BB-'. -- S&P's issue-level rating on Royal's revolving credit facilities remains 'B+'. -- S&P's 'B' issue-level rating and '4' recovery rating on Royal's existing unsecured and unguaranteed debt are unchanged. However, the recovery prospects for the company's unsecured and unguaranteed debt may be impaired if it incurs additional unsecured and unguaranteed debt. S&P said, "We use a combined enterprise valuation (EV) approach for Royal and a discrete asset valuation (DAV) for its Silversea subsidiary to arrive at our estimate of the value available to cover Royal's debt claims. Our valuation incorporates the residual value from Silversea, after satisfying outstanding ship-related debt at Silversea, that will be available to help cover the unsecured and unguaranteed claims at Royal. "Certain of Royal's subsidiaries pledge specific collateral and provide guarantees of various priorities to different parts of the capital structure. In our analysis, the recovery prospects for Royal's debt instruments that benefit from guarantees reflect the value we attribute to the applicable guarantor subsidiaries along with the priority of the guarantees supporting the instrument. The recovery prospects for the debt instruments that lack subsidiary guarantees reflect their pro rata share of the value we attribute to the parent on a stand-alone basis and the residual value, if any, from the guarantor subsidiaries after accounting for any debt they guarantee. The value from these subsidiaries is available to cover specific claims on a first-, second-, or third-priority basis. Specifically:--Royal's secured notes are secured by certain collateral, including 26 of its ships, up to an amount permitted by the company's existing debt agreements. The secured notes also benefit from a guarantee from certain of Royal's subsidiaries, including Celebrity Cruises Holdings Inc. and Celebrity Cruises Inc. Under S&P's analysis, the pledged collateral covers most of the estimated secured claims at default. S&P believes the remaining secured note claims at default would be covered by unsecured guarantees. --Royal's guaranteed unsecured notes and committed (but currently undrawn) $700 million 364-day term loan are guaranteed by Royal's RCI Holdings LLC subsidiary, which holds seven vessel-owning special-purpose vehicles. Under S&P's analysis, the guarantees from RCI Holdings LLC fully cover the estimated guaranteed unsecured notes and term loan balance (which S&P assumes is drawn) at default. --Royal's unsecured revolvers, $861.5 million term loan ($501.6 million outstanding as of September 19, 2022), and certain other specified pieces of debt in the capital structure benefit from a first-priority guarantee from the company's RCL Holdings LLC, Torcatt Enterprises S.A., RCL Holdings Cooperatief UA, RCL Cruises Ltd., and RCL Investments Ltd. subsidiaries and a second-priority guarantee from RCI Holdings LLC. Under S&P's analysis, these guarantees fully cover the estimated revolvers, term loan, and other specified claims at default. Royal's export credit agreement (ECA) debt, relating to various ship-specific financings, benefit from a first-priority guarantee from Celebrity Cruise Lines Inc. (which is the parent of secured notes guarantors Celebrity Cruise Holdings Inc. and Celebrity Cruises Inc.), a second-priority guarantee from RCL Holdings LLC, Torcatt Enterprises S.A., RCL Holdings Cooperatief UA, RCL Cruises Ltd., and RCL Investments Ltd., and a third-priority guarantee from RCI Holdings LLC. S&P said, "Under our analysis, these guarantees do not fully cover our estimate of the outstanding ECA debt at default, which includes incremental ECA borrowings based on our assumptions for ship deliveries over the next few years. We assume that any deficiency not covered by the guarantees would rank pari passu with all of Royal's unsecured and unguaranteed debt." Royal's unsecured and unguaranteed debt benefit from unpledged value at the parent, residual value from its Silversea subsidiary, and residual value from other subsidiaries after accounting for collateral pledges and guarantees provided to other pieces of debt in the capital structure. Under our analysis, this value covers only a portion of the estimated unsecured, unguaranteed, and pari passu deficiency claims at default. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring by 2025 due to a significant decline in the company's cash flow stemming from permanently impaired demand for cruises following negative publicity and travel advisories for cruising during the COVID-19 pandemic, a prolonged economic downturn, and/or increased competitive pressures. -- S&P estimates a gross enterprise value at emergence of about $16.4 billion, which reflects its EV of $15.6 billion for Royal and our DAV for Silversea of $0.8 billion. -- S&P arrives at its EV for Royal by applying a 7x multiple to its estimate of its EBITDA at emergence. This multiple is at the high end of its range for leisure companies and reflects Royal's good position as the second-largest global cruise operator, which S&P views as a small but underpenetrated part of the overall travel and vacation industry, and its high-quality brands. -- S&P said, "The value from Silversea reflects our estimate of the residual value after satisfying our estimate of claims issued at Silversea that are outstanding at default. Our calculation of the DAV at Silversea reflects discounts (20%-50% depending on the age of the ship) applied to the appraised value or cost of Silversea's ships, including the recently delivered Silver Moon and Silver Dawn. We estimate the claims at default at Silversea largely comprise amounts outstanding under the financings for the Moon and Dawn." -- S&P attributes its estimate of the company's gross EV at emergence to various parts of the capital structure based on its understanding of the contribution, by asset value, of the parent and its various subsidiaries that provide security and/or guarantees. -- S&P understands Silversea does not guarantee any debt issued by Royal or its other subsidiaries. Therefore, S&P assigns all of the DAV at Silversea to the parent. -- S&P's estimated gross enterprise value at emergence assumes approximately 47% is available to cover the secured notes, about 29% is available to cover the guaranteed unsecured notes and committed $700 million term loan facility, just under 10% is available to cover the guaranteed revolvers and certain other specified pieces of unsecured debt, and about 15% is available to cover all remaining unsecured and unguaranteed debt and pari passu claims that aren't fully covered by the applicable guarantees. -- In S&P's analysis, any claims of guaranteed debt not fully covered by the applicable guarantees rank pari passu with all of Royal's unsecured and unguaranteed debt. -- S&P includes in the unsecured claims additional tranches of loans entered into by Royal and various export credit agencies, as well as new ship debt that S&P expects it to incur prior to the year of default. -- S&P assumes Royal's $700 million 364-day term loan facility is drawn at default. -- S&P assumes Royal's revolvers are 85% drawn at default. Simplified waterfall -- Emergence EBITDA: $2.2 billion -- EBITDA multiple: 7x -- Gross enterprise value excluding Silversea: $15.6 billion -- Residual gross DAV at Silversea: $0.8 billion -- Total gross enterprise value: $16.4 billion -- Net enterprise value after administrative expenses (5%): $15.6 billion -- Total value attributed to entities securing and guaranteeing the secured notes: $7.3 billion -- Estimated secured debt at default: $2.5 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Residual value: $4.8 billion -- Residual value (attributed to Celebrity Cruises Holdings Inc. and Celebrity Cruises Inc.) available for ECA debt that has a first-priority guarantee from Celebrity Cruise Lines Inc.: $1.8 billion -- Residual value (attributed to entities other than Celebrity Cruises) available for unsecured and unguaranteed debt at parent Royal Caribbean Cruises Ltd.: $3.0 billion -- Total value attributed to entities guaranteeing the guaranteed unsecured notes and $700 million credit facility: $4.6 billion Estimated guaranteed unsecured notes and $700 million term loan balance at default: $1.8 billion --Recovery expectations: Capped at 70%-90% (rounded estimate: 85%) -- Residual value available for second-priority guaranteed debt (revolvers, $501.6 million term loan, and certain other pieces of debt): $2.8 billion -- Total value attributed to entities providing a first-priority guarantee to Royal's revolvers, $501.6 million term loan, and certain other specified pieces of guaranteed debt, and value from second-priority guarantees: $4.3 billion -- Estimated revolver, term loan, and other certain guaranteed balances at default: $3.2 billion --Recovery expectations: Capped at 70%-90% (rounded estimate: 85%) -- Residual value available for second-priority guaranteed debt (ECA debt): $1.1 billion -- Total value available to ECA debt from first- and second- priority guarantees: $2.9 billion -- Estimated ECA debt at default: $10.3 billion -- ECA deficiency claims that are pari passu to Royal's unsecured and unguaranteed debt: $7.5 billion -- Total value attributed to the parent and remaining enterprise value from subsidiaries that provide guarantees and collateral: $5.3 billion -- Estimated unsecured, unguaranteed, and pari passu deficiency claims at default: $15 billion --Recovery expectations: 30%-50% (rounded estimate: 35%) Note: All debt amounts include six months of prepetition interest. RUNNER BUYER: Moody's Cuts CFR to B3 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Runner Buyer, Inc.'s ("RugsUSA") ratings, including its corporate family rating to B3 from B2, probability of default rating to B3-PD from B2-PD and the first lien senior secured revolving credit facility and first lien senior secured term loan ratings to B3 from B2. The rating outlook is changed to negative from stable. The downgrade of the CFR to B3 reflects RugsUSA's weaker than expected operating performance and very high leverage with Moody's adjusted debt/EBITDA well over 7x for the LTM period ended June 2022. The company doubled its funded debt in 2021 following LBO the acquisition of RugsUSA by Francisco Partners. At the time, RugsUSA was benefitting from strong demand in the home category. In 2022, slowing demand has led to reduced sales and the challenging global supply chain and macroeconomic environment has negatively impacted margins. Higher freight costs contributed to margin declines and shipping delays were further impacted by issues implementing its warehouse management system. This led to higher port penalties and temporary sales headwinds related to unfavorable ship speed badging. The company has since gained back its prior ship speed badging status, though its temporary absence did impact sales in Q2. Issues with the warehouse management system should not repeat and while there has been evidence of freight costs starting to decline, the situation remains dynamic. The discretionary nature of the company's products makes delaying purchases easier for consumers as they continue to face inflationary pressures. The negative outlook reflects the meaningful deterioration in profitability and credit metrics. The negative outlook also reflects the risk that weak consumer sentiment and inflationary pressures coupled with rising interest rates could negatively impact demand for RugsUSA's products and prevent the company from reducing leverage and generating consistent positive cash flow. Ratings Downgraded: Issuer: Runner Buyer, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured First Lien Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured First Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Runner Buyer, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE RugsUSA's B3 CFR is constrained by the company's small scale and recent sales and earnings volatility. In addition, the rating is limited by RugsUSA's narrow focus primarily in the discretionary, cyclical and highly fragmented rug market. In addition, the ratings incorporate RugsUSA's very high leverage with Moody's-adjusted debt/EBITDA well over 7x. The rating is also limited by financial strategy risks associated with private equity ownership. The rating is supported by RugsUSA's high growth rates, with revenues that have more than quadrupled since 2016 driven by both good execution and increasing online penetration particularly in the value rugs market. In addition, Moody's views the company's value price points and the continued secular shift to e-commerce to be favorable. The rating is also supported by the company's high repeat customer purchase rate, the asset-light nature of the business and the company's adequate liquidity with $12M of balance sheet cash and no drawings on the $75M revolving credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would require sustained improvement in operating performance such that debt/EBITDA is sustained below 6x, EBITA/interest expense sustained above 2x and FCF/debt above 5%. An upgrade would also require good liquidity including consistent free cash flow generation. The ratings could be downgraded if revenues or earnings continue to deteriorate or if there is no indication that EBITDA will improve such that leverage can be maintained at a sustainable level. The ratings could also be downgraded if the company's liquidity weakens or if the company is unable to generate consistently positive free cash flow. Market share losses, the loss of a material marketplace relationship, or aggressive financial strategy actions could also result in a downgrade. Quantitatively, the ratings could be downgraded if the company maintains debt/EBITDA above 7x or EBITA/interest expense below 1.25x. Headquartered in New York, NY, RugsUSA is an e-commerce provider of rugs and home décor products through its website rugsausa.com and e-commerce marketplaces. Revenue for the twelve months ended June 2022 was roughly $320 million. The company is controlled by Francisco Partners. The principal methodology used in these ratings was Retail published in November 2021. SILVER STATE: Amended Disclosure Statement Due Sept. 27 ------------------------------------------------------- Following a hearing on Sept. 14, 2022, Judge August B. Landis entered an order denying approval of the Amended Disclosure Statement of Silver State Broadcasting, LLC, et al. The Debtor must file a further Amended Disclosure Statement on or before 5:00 p.m. prevailing Pacific Time on September 27, 2022. The Debtor's further Amended Disclosure Statement will be noticed for hearing on October 17, 2022 at 2:30 p.m., the Court having expressly shortened the time for hearing in open court on September 14, 2022. All oppositions to Debtor's further Amended Disclosure Statement must be filed on or before 5:00 p.m. prevailing Pacific Time on October 7, 2022. The Debtor's reply in support of the further Amended Disclosure Statement must be filed on or before 5:00 p.m. prevailing Pacific Time on October 14, 2022. The hearing on approval of Debtor's further Amended Disclosure Statement will be held on October 17, 2022 at 2:30 p.m., in the Foley Federal Building and United States Courthouse, 300 Las Vegas Boulevard South, Third Floor, Courtroom #1, Las Vegas, Nevada, 89101. About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates, Major Market Radio, LLC and Golden State Broadcasting, LLC, filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. Edward R. Stolz, manager of Silver State Broadcasting, signed the petitions. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC, represents the Debtors. SIRVA INC: S&P Upgrades ICR to 'B-' on Improved Liquidity --------------------------------------------------------- S&P Global Ratings raised all of its ratings on SIRVA Inc. including the issuer credit rating to 'B-' from 'CCC+'. The stable outlook reflects S&P's expectation SIRVA will maintain sufficient liquidity and realize the expected revenue and cost synergies from the BGRS transaction, resulting in EBITDA expansion and better free operating cash flow. During the third-quarter-ending Sept. 30, 2022, SIRVA and Madison Dearborn Partners closed the combination with relocation provider BGRS LLC and Japan-based fringe benefit outsource service provider, Relo Group. Relo Group owns a 23% equity interest in the combined company. The BGRS transaction improves liquidity and strengths EBITDA through synergies. SIRVA increased its cash on hand to $75 million, extended the maturity on the revolving credit facility to 2025, expanded the securitization commitment, and has access to new lines of credit to support the larger business as a result of the combination. S&P believes operating cash flow will improve as the company realizes synergies which include revenue benefits and overhead costs reduction. In addition, the transaction is structured to provide immediate deleveraging, improving the covenant cushion under the consolidated first-lien net leverage ratio which will step down to 5.9x from 7x at the end of 2022. S&P said, "We believe the $28 million synergies are achievable with the majority being realized within 12 months. Although revenue synergies generally command higher risk, and contribute to a large proportion of the proposed amounts, we believe SIRVA has the ability to quickly implement required systems updates and operational changes to begin redirecting BGRS international and domestic shipments to SIRVA. In addition, we believe the cost savings, which primarily include headcount reductions will be fully actioned before 2022." A new contract to facilitate the movement of household goods under the U.S. Department of Defense (DoD) may contribute meaningful domestic volumes for SIRVA's moving business in 2024. Although not factored into S&P's base-case scenario because of pending approvals, the contract grants SIRVA first right of refusal on approximately 175,000 domestic moves. If approved, we expect a lengthy integration and implementation phase between the DoD and the contract owner, Homesafe Alliance. To fully capture this $20 million EBITDA opportunity, it believes SIRVA will need to scale its domestic moving network potentially through partnerships and/or M&A. The stable outlook reflects S&P's expectation that over the next 12 months SIRVA will maintain sufficient liquidity and realize the expected revenue and cost synergies from the BGRS transaction resulting in EBITDA expansion and better free operating cash flow. S&P could lower its ratings if it views the capital structure as unsustainable because of sustained declines in corporate relocation and moving volumes, and/or inability to realize EBITDA synergies resulting in negative free operating cash flow and increasing revolver borrowings to fund day to day operations. S&P could raise its ratings if the company generates reported free operating cash flow to debt in the 5%-10% area on a sustained basis. In this scenario: -- Sirva demonstrates sustained revenue and EBITDA growth due to ongoing recovery in high margin corporate relocation, market share gains and full realization of BGRS synergies. -- Relo Group acquires additional equity interest in SIRVA resulting in deleveraging. ESG credit indicators: E-2, S-2, G-3 SKY INN: Plan Pays in Full All Classes of Creditors --------------------------------------------------- Sky Inn Operation, Inc., et al., submitted a Plan and a Disclosure Statement. The Plan contemplates payment in full to all classes of creditors. The Plan will be funded from operations of the Debtors and cash on hand. With respect to specific classes of creditors, the Plan provides: (1) all Allowed Administrative Claims shall be paid in full, in Cash, on the Effective Date, or as otherwise agreed in writing between the Debtors and any such administrative claimant agreeing to a different treatment; (2) full payment of all Allowed Priority Claims of Governmental Entities, if any, in Cash, through regular Monthly Plan Payments, or as otherwise agreed in writing, together with interest at the rate required by Bankruptcy Code section 511 or, if applicable, the rate authorized by Texas Tax Code section 33.01, over a period through the fifth anniversary of the Petition Date; (3) full payment, in Cash, of all Allowed Non-Governmental Priority Claims, if any, on the Effective Date; (4) full payment of all Allowed Secured Claims of Governmental Entities, if any, in Cash, through regular Monthly Plan Payments, or as otherwise agreed in writing, together with interest at the rate required by Bankruptcy Code section 511 or, if applicable, the rate authorized by Texas Tax Code s 33.01, over a period through the fifth anniversary of the Petition Date; (5) full payment of the Allowed Secured Claim of RSS COMM2015-DC1-TX SIO, LLC, together with interest at the Plan Interest Rate, through 17 consecutive monthly installment payments commencing on the Effective Date in the amount of $69,888.67, with a final payment of all remaining principal and interest due on the first business day of the eighteenth month following the Effective Date; (6) full payment of the Other Allowed Secured Claims, if any, together with interest at the Plan Interest Rate, through 17 consecutive monthly installment payments commencing on the Effective Date calculated on a 120-month amortization, with a final payment of all remaining principal and interest due on the first business day of the eighteenth month following the Effective Date; (7) full payment of the Allowed General Unsecured Claims through 6 regular monthly installment payments commencing on the Effective Date and continuing monthly thereafter; (8) All Pre-Petition Membership Interests in each of the Debtors shall be preserved provided, however, that holders of such interests shall receive no payments, dividends, or distributions, on account of the Pre-Petition Membership Interests unless and until claims in Class 6 are paid in full; and (9) Each holder of an Allowed Secured Claim will retain its Liens until such Allowed Secured Claims are paid in full, and RSS COMM2015-DC1-TX SIO, LLC shall additionally be granted a lien on all personal property of Sky Inn Hotels & Suites, Inc. to secure the Debtors' obligations under the Plan. Following the Effective Date, the Reorganized Debtors will object, as needed, to Proofs of Claim (and shall continue any objections to Proofs of Claim filed by the Debtors-in-Possession), shall litigate (and continue any litigation commenced by the Debtor-in-Possession) all Causes of Action, including any Avoidance Actions, and shall make the distributions required by this Plan. The Debtors intend to assume their existing executory contracts and leases, including the License with InterContinental Hotels Group to operate as a Staybridge Suites Hotel System. Under the Plan, holders of Class 6 Allowed Unsecured Claims will be paid its Allowed Claim in full, in Cash, in 6 regular monthly installment payments commencing on the Effective date and monthly thereafter until paid in full, so long as there has been no Material Default by the Reorganized Debtors in treatment of Classes 4 through 5. The failure to timely make any such payment shall be a Class 6 Event of Default. A Class 6 Event of Default that remains uncured for 45 days following notice of default to the Reorganized Debtors shall be a Material Default under the Plan. Class 6 is impaired. Attorneys for Sky Inn Operation, Inc. D/B/A Staybridge Suites Austin Airport and Austin Airport Suites, LLC: Kell C. Mercer, Esq. KELL C. MERCER, P.C. 901 S Mopac Expy Bldg. 1 Ste 300 Austin, TX 78746 Tel: (512) 627-3512 Fax: (512) 597-0767 E-mail: kell.mercer@mercer-law-pc.com - and - C. Daniel Roberts, Esq. C. DANIEL ROBERTS, P.C. PO Box 6368 Austin, TX 78762 Tel: (512) 494-8448 E-mail: droberts@cdrlaw.net A copy of the Disclosure Statement dated September 16, 2022, is available at https://bit.ly/3QQMTyI from PacerMonitor.com. About Sky Inn Operation and Austin Airport Sky Inn Operation, Inc. owns real property locally known as the Staybridge Hotel located at 1611 Airport Commerce Drive, Austin, Texas. Austin Airport Suites, LLC, an affiliate, is renting the hotel pursuant to a lease agreement dated June 23, 2008. Sky Inn Operation and Austin Airport Suites sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 22-10134) on Feb. 28, 2022. In their petitions, Sky Inn Operation disclosed up to $50 million in assets and up to $10 million in liabilities while Austin Airport disclosed up to $500,000 in assets and up to $10 million in liabilities. Armando Batarse Cardenas, president of Sky Inn Hotels & Suites and sole shareholder, signed the petitions. Judge Tony M. Davis oversees the cases. C. Daniel Roberts, PC and Kell C. Mercer PC, serve as the Debtors' legal counsels. SOTERA HEALTH: S&P Alters Outlook to Negative, Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based Sotera Health Holdings LLC to negative from stable and affirmed its 'BB-' issuer credit and issue-level ratings. The negative outlook reflects the risk that the company's legal liabilities will increase its debt leverage materially above 5x. S&P said, "Excluding the potential legal liabilities, we expect Sotera's operations to remain strong and anticipate it will increase its revenue by the high-single-digit percent area. We also assume very strong EBITDA margins, significant free operating cash flow (FOCF) generation, and sustained leverage of about 4x over the next 12 months." S&P said, "We view the court's judgment as credit negative for Sotera despite the substantial uncertainty regarding the outcome of the appeals process and its future cases. As of June 30, 2022, the company's S&P Global Ratings-adjusted leverage was about 4.2x, which suggests it has about $360 million of additional debt capacity at the current rating. While this judgment, if left unaltered, would absorb nearly the entirety of that capacity, we do not yet view it as indicative of Sotera's ultimate liability in this case (or in future cases) because it's a single and not-yet-final data point. However, if the company's trial losses continue and the cumulative value of the damages awarded rises materially or there are adverse developments in its appeal of this judgment or regarding its litigation in Cobb County, Ga., we would consider lowering our rating by at least one notch. "We do not expect the litigation to have a material affect on the company's core business operations. Sotera has strong pricing power given the essential nature of its services, the high barriers to new entrants in its industry, and the limited competition for these sterilization services in the U.S. Furthermore, the company has already ceased operations at its Willowbrook, Ill. facility (the subject of the litigation) and its Georgia operations (which were also subject to controversy) are presently protected by a federal court order. Finally, Sotera's pharmaceutical and medical device customers have been aware of the allegations and litigation for at least three years. We expect the company will continue to benefit from the strong and growing demand for outsourced sterilization services and its investment in additional capacity throughout its footprint. "Geopolitical and global supply chain headwinds present some potential risks. We estimate that the company derives approximately 20% of its long-term supply of Co-60 from Russian nuclear reactors each year, which could rise as high as 50% in a given year, with most of the remainder generated in Canadian reactors. Although Co-60 has been excluded from the sanctions against Russia, we see a modest increase in the risks of supply chain disruptions given the current geopolitical dynamics. Aside from this, we view Sotera's supply chain as generally well diversified but note that its depends on a single supplier of EtO for the U.S. We also note the progress the company has made in diversifying its cobalt sourcing to include China, Argentina, and India, as well as its ongoing work to produce Co-60 in the U.S. in collaboration with Westinghouse." Sotera's strong EBITDA margins and cash flow generation will allow it to continue expanding its capacity and footprint across each of its segments. The company has maintained strong EBITDA margins since its formation as the holding company of its three primary businesses in 2017. This strength had largely been offset by its high debt leverage and interest expense prior to its IPO in late 2020. However, over the last two years the company's lower leverage and strong free cash flow generation have enabled it to more aggressively expand its capacity and upgrade its facilities. That said, S&P sees the benefits from these factors as somewhat limited by COVID-19-related production constraints. The negative outlook on Sotera reflects the risk that its legal liabilities could increase its leverage materially above 5x. Excluding the potential legal liabilities, S&P expects the company will increase its revenue by the high-single-digit percent area, maintain very strong EBITDA margins, generate significant FOCF, and maintain leverage of about 4x over the next 12 months. S&P said, "We could lower our rating on Sotera if we expect it will sustain S&P Global Ratings-adjusted leverage of more than 5x beyond the next 12 months. This could occur because of additional material adverse judgments in the next 12 months. Excluding the recent judgment, which is subject to appeal, the company has about $360 million of incremental debt capacity at the current rating. "We could revise our outlook on Sotera to stable if we expect it will resolve its legal risks in such a manner that we expect its leverage will remain below 5x. This could occur if it succeeds in its upcoming trials and appeals over the next 12 months." ESG credit indicators: E-2, S-3, G-3 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of Sotera Health Holdings LLC. Ongoing litigation in multiple states seeks increased environmental controls of ethylene oxide emissions. Governance factors are also a moderately negative consideration. Our assessment of the company's financial risk profile as aggressive reflects its corporate decision-making that prioritizes the interests of its controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns, despite the recent partial IPO." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Health and safety SOUTH TRAIL: Unsecureds to Get Share of Net Cash Flow for 36 Months ------------------------------------------------------------------- South Trail Autobody, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Small Business Plan of Reorganization under Subchapter V dated September 20, 2022. The Debtor began experiencing significant financial difficulties in 2020 with the onset of the COVID-19 Pandemic. During the initial shutdown period, the Debtor experienced an 85% reduction in its business. Following the shutdown period, two of the Debtor's long time employees retired due to concerns about the COVID virus. Due to the difficulties, Debtor fell behind on the payment of rent to its landlord. Although the landlord made some accommodations regarding the outstanding rent, nevertheless on May 23, 2022 the landlord sent a notification to Debtor indicating that it intended to terminate the lease on or about June 23, 2022, if the arrears in rent were not cured. The filing of this Chapter 11 proceeding then commenced on June 22, 2022. The Debtor's financial projections show that the Debtor will have projected net operating income for the period described in section 1191(c)(2) of the Bankruptcy Code), which is proposed to be 36 months. Distributions to unsecured creditors under the Plan will commence on the Distribution Date. The final Plan payment is expected to be paid on or about January 1, 2026. The Plan proposes to pay the creditors of the Debtor from future income of the Debtor. This Plan provides for one class of secured claims; one class of priority unsecured claims; one class of unsecured non-priority claims; and one class for the equity interests of the Debtor. Non-priority unsecured creditors holding allowed claims will receive distributions from the Debtor's net cash flow from operations over the life of the Plan. This Plan also provides for the payment of administrative and priority claims in full. Class 1 consists of Priority Non-Tax Claims. Each holder of a priority non tax claim will be paid in full on the Effective Date of this Plan, in cash, or upon such other terms as may be agreed upon by the holder of the claim and the Debtor. Class 2A. Small Business Administration. The allowed secured claim of the Small Business Administration will be satisfied as follows: * On or before the Effective Date, the Debtor will seek a valuation of the collateral securing the claim of the Small Business Administration (the "SBA"). Debtor will propose the value of the collateral to be $10,745.00. Any unsecured balance will be treated as a Class 3 Claim. * on account of the Allowed Secured Claim, the SBA shall receive deferred cash payments equal to the amount of the Allowed Secured Claim, with 5.25% interest. The Allowed Secured Claim will be paid with 36 equal monthly principal and interest payments which will be amortized over 36 months. The monthly payment amount will be $325.00. Thirty-six months after the Effective Date, Debtor shall tender a lump sum payment to satisfy any remainder of the Allowed Secured Claim. * On the Effective Date, the SBA shall retain its legal, equitable, and contractual rights as they existed on the date of the petition in this case. Pending payment in full of its Allowed Secured Claim, the SBA shall retain the lien securing its claim. Upon payment of its Allowed Secured Claim in full, the SBA shall release and discharge its liens and security interests. Class 3 consists of Non-Priority Unsecured Claims. Holders of allowed unsecured claims against the Debtor shall receive a pro-rata share of a fund created by the Debtor's payment of its net cash flow from operations for 36 months, with the first monthly payment commencing on the Distribution Date. Pro-rata means the entire amount of the fund divided by the entire amount owed to creditors with allowed claims in this class. The monthly net cash flow from operations payment during the 36 month payment period is projected to fluctuate between a range of $1,500.00 a month to $2,500.00 a month depending on the net cash flow of the Debtor. Class 4 consists of Equity Interests. All Class 4 interests, upon the effective date, shall be modified so as to deprive the holders thereof of any rights in respect of the Debtor to any distribution upon liquidation of the corporation, or upon sale of all or substantially all the Debtor's assets, and shall be further modified to provide that no dividends shall be paid by reason of such equity interests. Such modification or limitation of equity interests shall remain effective until such time as all the payments contemplated to be made by the terms of the Plan have been made, at which time such modification or limitations shall be removed, and the holders of Class 4 interests shall retain in full such interests without further limitation or restriction. The Debtor shall retain all of its property and operate its business, and the funds necessary for the satisfaction of creditors' claims shall be paid from cash on hand, from the future income of the Debtor, or from the sale of Debtor's assets as may be practical and necessary in order to make the payments required by the Plan. A full-text copy of the Plan of Reorganization dated September 20, 2022, is available at https://bit.ly/3LLE6wM from PacerMonitor.com at no charge. The Debtor is represented by: Benjamin G. Martin, Esq. Benjamin G. Martin Attorney at Law 3131 S Tamiami Trail, Suite 101 Sarasota, FL 34239 Tel: (941) 951-6166 Email: skipmartin@verzion.net About South Trail Autobody South Trail Autobody, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-02489) on June 22, 2022, disclosing as much as $1 million in both assets and liabilities. The Debtor is represented by Benjamin G. Martin Attorney at Law. TALOS PRODUCTION: EnVen Transaction No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service said that Talos Production Inc.'s (Talos, B2 stable) plans to acquire EnVen Energy Corporation for roughly $1.1 billion, including EnVen's debt at closing, do not affect its current ratings or stable outlook. EnVen also has significant asset retirement obligations (ARO) on its balance sheet at June 30, as a result of its ownership of several end-of-life offshore wells. Despite the increase in acquisition related debt and ARO, Talos' B2 Corporate Family Rating and the stable outlook remain unchanged because the company's scale should improve with the acquired assets and its pro forma credit metrics are expected to remain healthy in 2023. The acquisition consideration to EnVen's owners will include 43.8 million shares of Talos common stock and $212.5 million of cash. The transaction, which is expected to close around year end 2022, is subject to customary closing conditions, and the approval of Talos and EnVen shareholders. While the acquisition brings EnVen's debt balances and ARO, Talos will add scale to its existing offshore Gulf of Mexico (GoM) assets, which will increase its ability to generate cash flow and organically reduce leverage through 2023. The acquisition will add about 50 million barrels of oil equivalent (boe) of YE2021 proved reserves to Talos' 162 million boe, and add production of roughly 24 thousand boe/d (>80% oil) mostly from deepwater regions. Nonetheless, Talos will remain constrained by its production concentration in offshore GoM, where challenging operating conditions in the deepwater further magnify this concentration risk. Moody's expects credit metrics to remain healthy given the pro forma cash flow potential of the combined operations. However, pro forma leverage is likely weaker after taking into account the ARO, and leverage metrics could improve if the company utilizes its free cash flow to pay down debt. Talos Production Inc., a wholly-owned subsidiary of publicly-traded Talos Energy Inc., is an exploration & production company whose assets are primarily located on the continental shelf and deepwater areas in the US Gulf of Mexico. TPC GROUP: Unsecureds to Recover Up to 5% of Claims in Plan ----------------------------------------------------------- TPC Group Inc., and its Debtor Affiliates submitted a Second Amended Disclosure Statement for Second Amended Joint Chapter 11 Plan dated September 20, 2022. The Plan is the result of extensive, good-faith negotiations overseen by the Debtors' independent Special Committee and approved by the Debtors' board of directors, among the Debtors and a number of their key economic stakeholders, including the ABL DIP Lender, the Supporting Noteholders, and the Supporting Sponsors. The ABL DIP Lender has agreed to provide the Exit ABL Facility on the terms set forth in the Exit ABL Credit Agreement, a copy of which will be filed in the Chapter 11 Cases as part of the Plan Supplement. The Supporting Noteholders (who collectively hold, in the aggregate, approximately 100% of the Term Loan DIP Claims and 96.3% of the Class 3 10.5% Notes Secured Claims) and the Supporting Sponsors (who collectively hold, in the aggregate, approximately 99% of the Class 8 Existing Holdings Interests) support confirmation of the Plan. The Supporting Noteholders' and Supporting Sponsors' agreement to support confirmation of the Plan is set forth in, and subject to the terms of, the Restructuring Support Agreement. Class 4 consists of General Unsecured Claims (including 10.5% Notes Deficiency Claim). On the Effective Date, the 10.5% Notes Deficiency Claims shall be deemed Allowed in the aggregate amount of $607.2 million. The allowed unsecured claims total $180 million - $946 million (excluding 10.5% Notes Deficiency Claims of $607.2 million). This Class will receive a distribution of 0.00% - 5.00% of their allowed claims. Except to the extent that a holder of an Allowed General Unsecured Claim agrees to less favorable treatment, each holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction of such Allowed General Unsecured Claim: * In the event that Class 4 votes to accept the Plan: On the Effective Date, its Pro Rata share of the GUC Trust Interests (which, for the avoidance of doubt, shall entitle such holder to receive its Pro Rata share of the GUC Trust Assets in accordance with the GUC Trust Agreement); provided, that distributions on account of Allowed 10.5% Notes Deficiency Claims will be waived; or * In the event that Class 4 votes to reject the Plan: On the Effective Date, all General Unsecured Claims will be discharged without further notice to, approval of or action by any Person or Entity, and the holders of General Unsecured Claims shall not receive any distribution or retain any property on account of such General Unsecured Claims. Under the Plan, in the event that Class 4 votes to accept the Plan, holders of Allowed Class 4 Claims shall be entitled to their Pro Rata share of 100% of the GUC Trust Interests which shall entitle such holders to receive their Pro Rata share of the GUC Trust Assets in accordance with the GUC Trust Agreement; provided, that distributions on account of the Allowed 10.5% Notes Deficiency Claims will be waived. The GUC Trust Assets consist of (i) Cash in the aggregate amount of $5 million plus (ii) the right to receive an additional $5 million in Cash in the event that the Reorganized Debtors' 2024 Adjusted EBITDA exceeds $250 million). To fund the Debtors' operations through the administration of these Chapter 11 Cases, the existing ABL Lenders and certain other third party lenders (collectively, the "DIP Facility Lenders"), have agreed to provide a $523 million (the "Total DIP Commitment") debtor-in-possession facility comprising of: (i) the ABL DIP Facility, a secured asset-based revolving credit facility in a maximum committed amount of up to $200 million (the "ABL DIP Loan Facility"), and (ii) a post-petition senior secured superiority priming term loan facility (as approved by the DIP Orders) in an aggregate amount of $323 million (the "Term DIP Loan Facility," and together with the ABL DIP Loan Facility, the "DIP Facilities"), in accordance with the terms and conditions of the ABL DIP Credit Agreement and the Term Loan DIP Credit Agreement, respectively. The Restructuring Support Agreement provides for the Reorganized Debtors' entry into a senior secured revolving credit facility and issuance of exit notes which will be used to fund the Debtors' operations upon emergence from these Chapter 11 Cases. Specifically, the Restructuring Support Agreement provides that, on the Effective Date, the Reorganized Debtors will enter into the Exit ABL Facility and will conduct a marketing process to issue an aggregate principal amount of $350 million Exit Notes which will be secured by a second priority security interest in and lien on the Reorganized Debtors' cash, accounts receivable, and inventory and a first priority security interest in and lien on substantially all of the Reorganized Debtors' other assets. If the Reorganized Debtors' are unable to place some or all of the Exit Notes in the market, the Reorganized Debtors shall have the right to cause the Exit Notes Backstop Parties, on a several (but not joint) basis, to purchase any such Exit Notes that are not placed in the market on terms and subject to conditions set forth in the Plan Supplement. Attorneys for Debtors: BAKER BOTTS L.L.P. James R. Prince Kevin Chiu 2001 Ross Avenue, Suite 900 Dallas, Texas 75201-2980 Telephone: (214) 953-6500 Facsimile: (214) 953-6503 Email: jim.prince@bakerbotts.com kevin.chiu@bakerbotts.com BAKER BOTTS L.L.P. Scott R. Bowling 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 408-2500 Facsimile: (212) 259-2501 Email: scott.bowling@bakerbotts.com BAKER BOTTS L.L.P. David R. Eastlake Lauren N. Randle 910 Louisiana Street Houston, Texas 77002 Telephone: (713) 229-1234 Facsimile: (713) 229-1522 Email: david.eastlake@bakerbotts.com lauren.randle@bakerbotts.com MORRIS, NICHOLS, ARSHT & TUNNELL LLP Robert J. Dehney Curtis S. Miller Daniel B. Butz Matthew O. Talmo Brian Loughnane 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 Email: rdehney@morrisnichols.com cmiller@ morrisnichols.com dbutz@ morrisnichols.com mtalmo@ morrisnichols.com bloughnane@ morrisnichols.com About TPC Group TPC Group, headquartered in Houston, is a producer of value-added products derived from petrochemical raw materials such as C4 hydrocarbons, and provider of critical infrastructure and logistics services along the Gulf Coast. The Company sells its products into a wide range of performance, specialty and intermediate markets, including synthetic rubber, fuels, lubricant additives, plastics and surfactants. With an operating history of more than 75 years, TPC Group has a manufacturing facility in the industrial corridor adjacent to the Houston Ship Channel and operates product terminals in Port Neches, Texas and Lake Charles, Louisiana. TPC Group Inc. and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 22-10493) on June 1, 2022. TPC Group estimated assets and debt of $1 billion to $10 billion to $10 billion. The Hon. Craig T. Goldblatt is the case judge. Baker Botts L.L.P. is the Debtors' counsel; Morris, Nichols, Arshtn & Tunnell LLP is the co-counsel; Moelis & Company LLC is the investment banker; and FTI Consulting is the financial advisor. Simpson Thacher & Bartlett LLP is the special finance counsel. Kroll Restructuring Administration is the claims agent. Eclipse Business Capital LLC is advised by Goldberg Kohn Ltd. Paul Hastings LLP, and Stroock & Stroock & Lavan LLP are serving as counsel to the Ad Hoc Noteholder Group that supports the Debtors' restructuring. Evercore Group L.L.C., is the Group's financial advisor. Young Conaway Stargatt & Taylor, LLP is local counsel to the Ad Hoc Noteholder Group. The Supporting Noteholders are funds controlled by FIG LLC and Fortress Capital Finance III(A) LLC, Monarch Alternative Capital LP., PGIM Inc., Redwood Capital Management LLC, and Strategic Value Partners LLC. Pachulski Stang Ziehl & Jones LLP, Proskauer Rose LLP, and Selendy Gay Elsberg PLLC are serving as counsel to an Ad Hoc Group of Non-Consenting Noteholders, led by Bayside Capital, Inc., and Cerberus Capital Management, L.P. Milbank LLP previously served as the group's counsel but was later replaced by Pachulski and SGE. TRIPOD HOLDINGS: Plan to Pay 100% of Claims in 5 Years ------------------------------------------------------ Tripod Holdings, LLC submitted a First Amended Chapter 11, Subchapter V Plan of Reorganization. This amended Plan proposes to pay 100% of allowed claims over five years, including payment in full of the principal amount of Modern Remodeling, Inc.'s ("MRI") judgment claim of $6.1 million against the Debtor, its affiliates and the Individual Judgment Debtors (the "Joint and Several $6.1 Million Judgment"). The Debtor will accomplish such full payment from its projected net disposable income. The Debtor hopes to make prepayments if it determines that circumstances allow it or reasonable exit financing is available. Moreover, as this Plan treatment results in a lack of impairment of MRI's Allowed Claim (the "MRI Claim"), MRI is deemed to accept this Plan. Indeed, Debtor's management expects that payments to MRI from all sources prior to March 15, 2023 will total no less than $2,462,858.80. Further to MRI's benefit, the Individual Judgment Debtors will fully pay MRI the principal amounts of all judgments entered against them individually, above and beyond the Joint and Several $6.1 Million Judgment. This payment will occur within 90 days of the Effective Date and no later than March 15, 2023. In addition to Debtor's seeking the Bankruptcy Court's approval to stay MRI's collection against the Debtor and the Non-Debtor Subsidiaries (that is required to effectuate the Plan), the Individual Judgment Debtors intend to seek a further stay in the United States District Court for the District of Maryland (the "District Court"), before the Honorable Catherine C. Blake. It is contemplated, in light of MRI's objection to the Bankruptcy Court's jurisdiction, that the District Court, in approving such stay, would also approve any report and recommendation that might be issued by the Bankruptcy Court after confirmation. Finally, the Plan provides that the indemnification and contribution claims asserted against the Debtor by the Individual Judgment Debtors will be settled and resolved by Debtor's paying MRI directly at least 25% of the salaries, bonuses and commissions earned between November 1, 2022 and March 15, 2023 (collectively, the "Wages") by the Individual Judgment Debtors towards satisfaction of the non-joint and several compensatory damages owed by the Individual Judgment Debtors to MRI. This dedicated payment of Wages by the Debtor to MRI will occur on or before March 15, 2023 in consideration for the stay requested in the District Court. In further settlement and resolution of the punitive damage award, the Individual Judgment Debtors will file a request with the District Court requesting that up to $473,381.56 of the punitive damages judgments of the Individual Judgment Debtors be partially satisfied by a voluntary release of disputed garnished funds totaling $473,381.56 that are owned by Rob and Sloan Kimball in a tenants by the entireties account at M&T Bank (the "T by E Funds"). The requested Court Order for the District Court's release of the T by E Funds to MRI will be presented promptly after confirmation of the Plan so that the payment of the T by E Funds may be directed and paid to MRI on or before March 15, 2023. The Plan provides for a release of judgments upon verification of final payments in the amount of $1,462,858.80. The Reorganized Debtor, the Non-Debtor Subsidiaries and the Individual Judgment Debtors shall request entry of an Order Granting Release, Satisfaction and Discharge of the Joint and Several $6.1 Million Judgment by the District Court under Fed.R.Civ.P. 60(b)(5) upon final payment under the Plan. Under the Plan, Class 2 Allowed Unsecured Claims, after payment in full of any Allowed Administrative Expense or Priority Tax, and in full and complete satisfaction, discharge and release of the Class 2 Claims, the Debtor shall pay the Holders of Allowed Class 2 Claims, without interest, on or before December 15th and June 15th each year each year from the Projected Net Disposable Income from operation of the Debtor. The first payment will be made on the Effective Date (anticipated as December 15, 2022). Any payment to a Class 2 Creditor holding a Disputed Claim is also contingent upon entry of a Final Order allowing such Class 2 Claim. Class 2 is not impaired and Holders of Class 2 Claims are conclusively presumed to have accepted the Plan. Obtaining a vote from Holders of Class 2 Claimants is not required. Upon the Effective Date of this Plan, the Debtor shall pay an amount equal to the projected net disposal income. The Debtor shall also use its cash on hand as of the Effective Date in order to assist in funding its business operations and the Plan. Counsel for the Debtor: Paul Sweeney, Esq. YUMKAS, VIDMAR, SWEENEY & MULRENIN, LLC 11825 West Market Place, 2nd Floor Fulton, MD 20759 Tel: (443) 569-5972 E-mail: psweeney@yvslaw.com A copy of the Plan of Reorganization dated September 16, 2022, is available at https://bit.ly/3f158UD from PacerMonitor.com. About Tripod Holdings Tripod Holdings, LLC, a residential building construction company in Nottingham, Md., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 22-11572) on March 27, 2022, listing up to $1 million in assets and up to $10 million in liabilities. Scott W. Miller serves as the Debtor's Subchapter V trustee and is represented by Odin, Feldman & Pittleman, P.C. Judge Michelle M. Harner presides over the case. Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serves as the Debtor's legal counsel. TWO'S COMPANY: Court Confirms Second Amended Plan ------------------------------------------------- The Bankruptcy Court has entered an order confirming Two's Company Restaurant & Lounge, LLC's Second Amended Plan of Reorganization dated August 12, 2022. The following classes of claims are impaired under the plan: a. Class 2: Tom Riordan. b. Class 3: Unsecured Any payment made or to be made by the Debtor for services or for costs and expenses in or in connection with the case, or in connection with the Plan and incident to the case, has been approved by, or is subject to the approval of, the Court as reasonable. Any and all payments for professional services, including authorization required by 11 U.S.C. ss 327 and 330, shall remain subject to bankruptcy court approval notwithstanding confirmation of the Plan. The Debtor will continue the operation of its Restaurant after confirmation of the Plan. The net proceeds and income from Debtor's business operations will be used by Debtor to pay creditors as provided by the Plan. The Debtor's Plan contains a Liquidation Analysis, which in a liquidation scenario, projects that all creditors will not be paid in full. As such, the creditors who are impaired by the Plan, and who did not vote for the Plan, will receive not less than the amount they would receive in a liquidation, as required by 11 U.S.C. Sec. 1129(a)(7). The Debtor's Plan satisfies the requirements of 11 U.S.C Sec. 1129(a)(7) in that each holder of a claim of interest has accepted the Plan or will receive or retain under the Plan property of a value, as of the effective date of the Plan, that is not less than the amount that such holder would receive or retain if Debtor was liquidated under Chapter 7 of the Bankruptcy Code on such date. No 11 U.S.C. Sec. 1111(b) elections have been made by any secured creditor. With respect to the class of claims that did not vote for the Plan, the Plan does not discriminate unfairly, and is fair and equitable, with respect to such class of claims as required by 11 U.S.C ss 1129(b)(1) and 1191(b). The Plan calls for the Debtor's payment of its disposable income to creditors over a period of 58 months. Furthermore, the Debtor has provided a Plan Budget and Monthly Operating Reports, which demonstrate the Debtor's ability to make Plan payments. The requirements for confirmation of the Plan imposed by the Bankruptcy Code Federal Rules of Bankruptcy Procedure and other applicable law, including the requirements of 11 U.S.C s 1129, have been met. About Two's Company Restaurant & Lounge Two's Company Restaurant & Lounge, LLC, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code(Bankr. W.D. Wisc. Case No. 21-12177) on Oct. 22, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. William E. Wallo serves as Subchapter V trustee. Judge Catherine J. Furay oversees the case. Goyke & Tillisch, LLP, serves as the Debtor's legal counsel. Business Consultants and Gassner Company, S.C. are the Debtor's accountants. VICTORIA TOWERS: Sanford Files Liquidating Plan ----------------------------------------------- Sanford Avenue Partner LLC, and American Chengyi Investment Management Group Inc. filed a Plan of Liquidation and a Disclosure Statement for Victoria Towers Development Corp. Sanfor Avenue is the senior secured creditor of Victoria Towers Development. The Debtor's exclusive period to file a plan expired on February 27, 2021. Originally, the Debtor, along with certain other debtor affiliates (i.e., Lucky Star, Flushing Landmark and QERC as well as the individual debtor filed under In re Myint J. Kyaw a/k/a Jeffrey Wu (Case No. 02- 72407)), had filed chapter 11 plans that operated together and provided for Jeffrey Wu ("Mr. Wu") to obtain substantial exit financing Mr. Wu was unable to obtain such financing, the various Plans were not confirmed, and the Bankruptcy Court converted his individual bankruptcy proceeding to a case under Chapter 7 of the Bankruptcy Code. Since then, the other Debtors have filed new chapter 11 plans, but the disclosure statements for such plans have not been approved. Given the long delay, and the inability -- to date -- for the Debtors to have any plans confirmed, and the increasing interest accumulating on the Plan Proponents' Claims, the dependence of the Victoria Plan on the approval of chapter 11 Plans for Lucky Star and Flushing Landmark which are now before this Court, the Plan Proponents decided that they needed to file their own Plan that provides for the liquidation of the Debtor by auctioning to the highest and best bidder the Debtor's real property and improvements thereon and use the proceeds from the sale to pay Claims. The real property owned by the Debtor is commonly known as Victoria Towers Condominium and is located at 133-38 Sanford Avenue, Flushing, New York, New York (the "Real Property"). The Plan Proponents intend to advertise the sale of the Victoria Property and, if qualified bids are received, to conduct an auction to sell the Property (the "Sale") pursuant to Bankruptcy Code Sections 363 and 1123(a)(5)(D). The Sale shall be conducted following confirmation of the Plan, but subject to certain conditions set forth in detail herein below and in the Plan. The Proponent intends on obtaining approval of the Bankruptcy Court for such Bid Procedures in connection with the approval of this Disclosure Statement. Because the Debtor is not generating cash and the sale of the Real Property is not expected to generate assets in excess of the allowed secured claims of the Plan Proponents, as part of the Plan, Sanford has contributed a Carve-Out of $250,000.000 to pay certain administrative expenses and provide a distribution to allowed unsecured claims as more fully described herein and in the Plan. Recoveries projected in the Plan shall be from the Debtor's sale of the Units located at the Real Property. The proposed sale of the Units shall be used to satisfy the claim of the secured creditors pursuant to the order of priority; the payment of any outstanding statutory fees due and owing the United States Trustee; the payment of allowed costs of administration of the case (the "Administrative Claims"); and a distribution to the holders of Allowed Claims. The Plan Proponents believe that the recoveries provided for in the proposed Plan exceed any recovery that would otherwise be available if Sanford and/or Chengyi were to foreclose on its interest in the Real Property. Similarly, the Plan Proponents believe that if this chapter 11 case was converted to one under chapter 7 of the Bankruptcy Code, the holders of the Allowed Claims would receive significantly less than the amounts anticipated in the Plan due to the additional administrative expenses and delays that would necessarily be incurred in such liquidation, and the potential for devaluation of the Real Property depending on economic factors beyond the control of the Plan Proponents. The Plan provides for the sale of the Debtor's interest in the Units. Accordingly, the Holder of Ownership Interests in the Debtor shall be extinguished upon the sale of all of the Units available for sale. The Debtor shall continue to exist until the completion of the sale of all available Units. Once all available Units have been liquidated, the Liquidated Debtor shall cease to exist. Under the Plan, Class 5 Allowed General Unsecured Claims totaling $17,017,382.19. Unsecured creditors in class 5 shall receive (i) a pro-rata distribution of the Carve-Out (after payment of allowed administrative claims, US Trustee fees, and all other fees and expenses described in the Carve-out which come ahead of the unsecured creditors); and (ii) funds generated from the sale of the Real Property in excess of amounts paid to Sanford and Chengyi in full satisfaction of their claims and after post – confirmation expenses, to the extent there are any. Class 5 is impaired. Class 6 Other General Unsecured Claims of the Debtor. Landmark Portfolio Mezz ("Landmark Portfolio") on December 23, 2020, timely filed Claim No. 4 in the amount of $24,876,385.05. The Proponents have not included this claim in the Allowed General Unsecured Claims. Landmark Portfolio does hold a validly perfected security interest in the membership interests in the Debtor. Accordingly, in the event that the sale of the Debtor's Real Property generates sufficient proceeds to satisfy, in full, Allowed Claims of classes 1-6, and a distribution would therefore be available to the equity interests in the Debtor, Landmark Portfolio would be entitled to said distribution, up to an amount necessary to satisfy its lien, only after the satisfaction of all allowed general unsecured creditors' claims set forth in the Plan. This claim is being addressed in the Wu bankruptcy case. Class 6 is impaired. The Plan provides for the liquidation of the Debtor by selling the Debtor's only material asset, the condominium Units, to generate proceeds to pay Allowed Claims of the Debtor's estate. In summary, the Proponents will market the Sanford Units and the Chengyi Sale Units and, assuming there are qualified bidders in addition to Sanford and Chengyi for their respective units, conduct an Auction following confirmation in the following order: first, the Sanford Units; second, the Chengyi Sale Units, which may be conducted on the same day and location, at the Proponents' discretion. The Proponents will be entitled, within their discretion, to submit a credit bid in the Allowed amount of the Allowed Sanford Secured Claim (subject to a credit for certain Escrowed Funds received by Sanford) and Allowed Chengyi Claim, for their respective Units. The Closing for each of the tranches of Units shall take place after the Auction and the entry of an order approving each of the Sales to the Successful Bidder(s). Counsel to Sanford Avenue Partner, LLC: Margarita Y. Ginzburg, Esq. KRAVIT PARTNERS, LLC 27 Red Barn Road Hyde Park, NY 12538 Tel: 212-252-0550 - and - Counsel to American Chengyi Investment Management Group Inc.: Scott K. Levine, Esq. Allison Arotsky, Esq. MORITT HOCK & HAMROFF LLP 400 Garden City Plaza Garden City, NY 11530 Tel: 516.873.2000 A copy of the Disclosure Statement dated September 16, 2022, is available at https://bit.ly/3qIPKz7 from PacerMonitor.com. About Victoria Towers Development Flushing, N.Y.-based Victoria Towers Development Corp. is the owner of fee simple title to 29 residential condo units located at 133 38 Sanford Avenue, Flushing N.Y., having an appraised value of $33.37 million. Victoria Towers filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73303) on Oct. 30, 2020. In its petition, the Debtor is closed $33,370,000 in assets and $39,217,115 in liabilities. The petition was signed by Myint J. Kyaw, president. The Hon. Robert E. Grossman presides over the case. Rosen & Kantrow, PLLC, serves as the Debtor's bankruptcy counsel. VIRGINIA TRUE: Diatomite Says No Substantive Objections to DS ------------------------------------------------------------- Diatomite Corporation of America and Anthony Cipollone and Domenick Cipollone replied to objections filed by the Virginia True Corporation to the Second Joint Amended Disclosure Statement in connection with their proposed Chapter 11 Creditor Plan of Reorganization for Virginia True, The Proponents say that it is unfortunate that at this late stage in the case Debtor's counsel has attempted to further waste estate assets by filing lengthy, pointless objections to the Disclosure Statement. The objections boil down to the fact that the Debtor's principals do not like how they and their actions are portrayed in the Disclosure Statement. As has, unfortunately, been the pattern in this case, Debtor's counsel is acting for the benefit of those principals and not the estate or its creditors. This Disclosure Statement is going out to a small creditor body, most of whom have been intimately involved in years and years of protracted litigation. The Plan Proponents were happy to include another party's side of the story as long as it was designated as such. Indeed, over a week ago, Debtor's counsel asked for a Word Version of the Disclosure Statement so that they could redline the document with their proposed changes. It was sent over immediately. Instead, the objection was filed with no further communication but for an email immediately after the Objection was filed stating that it was "too much" to make all the changes. In footnote 5 of the Objection, the Debtor asserts that the terms of Auctioneer's Retention order as to compensation should be included. The fact is that those fees are disclosed as minimal compared to full commissions should be sufficient. But the Plan proponents are happy to include that information as it further demonstrates why creditors should vote for the Plan. In footnote 6 of the Objection, the Debtor takes issue that the terms of every unsuccessful plan is not discussed in detail. While this is silly and petty, it is also a waste of estate resources and detrimental to the stakeholders to whom the Debtor owes fiduciary duties. As noted, the Debtor can include whatever language they want as long as it is designated as coming from them. The Objection is notable for what it does not state. It raises no issue with the disclosure of classification of classes of creditors, the treatment of the classes, the feasibility of the Plan, compliance with the requirements for confirmation or any of the other issues that would usually be raised in such an Objection. That is because they are all adequately disclosed, and there are no substantive objections to the Disclosure Statement or the Plan. The Plan Proponents sub mit objection should be overruled in its entirety, and the Disclosure Statement should be approved, together with such other and further relief as seems just and proper. Creditors' Plan Diatomite Corporation of America, Anthony Cipollone, and Domenick Cipollone submitted a Joint Third Fourth Amended Disclosure Statement. The Debtor's sole asset is vacant land located in Virginia. The Debtor's sole purpose is the ownership, development, and other exploitation of such land. Diatomite sold the land to the Debtor partly through seller financing (i.e., a note). The Debtor did not pay on the note. Diatomite's claim is not presently the subject of any claim objection and this Creditor Plan has come as a consequence of extensive negotiation between Diatomite and the Cipollones. As of the date hereof, Diatomite is the Debtor's largest general unsecured creditor, with a claim in the amount of approximately $7.28 million. The Plan proponents estimate that Diatomite's claim accounts for approximately 95% of the General Unsecured Claims. In addition to the seller financing provided by Diatomite, the Cipollones, to fund the Debtor's purchase, invested $5 million into the Debtor through an equity contribution that featured a convert-to-loan component. The Cipollones exercised the conversion right prior to the commencement of the Chapter 11 Case and posit that they are the sole secured debtholder of the Debtor. The Cipollones have asserted a secured claim in the amount of $5 million. The Debtors, the Cipollones, and Diatomite have been engaged in protracted litigation over the past three years involving disputes related to the amount and secured status of the Cipollones' claim. To the extent the Cipollones' contested secured claim is ultimately Allowed by the Bankruptcy Court, the claim would likely enjoy a first priority payment ahead of all other creditors in the case, most importantly, General Unsecured Creditors. As part of the Creditor Plan Funding, Diatomite has agreed to ensure that no less than $50,000 is available for distribution to Holders of General Unsecured Claims, ensuring a minimum estimated 11.6% recovery, irrespective of the ultimate amount of Administrative Expense Claims. The Liquidation Analysis provides a detailed list of the assumptions underlying the estimated recoveries contemplated by the Creditor Plan and certain risks associated with those assumption, including the risk that Administrative Expense Claims will exceed the Plan Proponents' estimates, as set forth in Note 9 thereof. Parties in interest are encouraged to read this Disclosure Statement, including the Liquidation Analysis, in its entirety. Through the Plan, Diatomite is waiving its right to recover on its $7.28 million claim, a claim that otherwise drowns out recovery for General Unsecured Creditors. The Plan Proponents assume that the General Unsecured Claims pool is approximately $428,000, exclusive of Diatomite's General Unsecured Claim, and that administrative costs of the Chapter 11 are approximately $1,000,000, then under the 70 cents for each 1 dollar of claim on account of an Allowed General Unsecured Claim, depending on the ultimate amount of Allowed Administrative Expense Claims. Due to Diatomite's commitment in the Creditor Plan Funding, irrespective of the ultimate amount of Allowed Administrative Expense Claims, General Unsecured Creditors are guaranteed no less than eleven and six-tenths (11.6) cents for each 1 (1) dollar of their respective Allowed General Unsecured Claim. Under the Plan, Class 2(a) General Unsecured Claims will recover 70% of claims. Its claim amount is $1,664,754.34 and anticipated allowed claim amount is $429,056.08. In exchange for exchange Diatomite's treatment as set forth in Class 2(b), Diatomite will advance funds as Creditor Plan Funding and, after all senior Allowed Claims are paid in full, Holders of Allowed General Unsecured Claims in Class 2(a), excluding the Plan Proponents' Unsecured Claims (Class 2(b)), shall be paid their Pro Rata Share of the remaining portion of such Creditor Plan Funding up to the full Allowed amount of their Claims. Class 2(a) is impaired. Class 2(b) Plan Proponents' Unsecured Claims. The Diatomite Claim shall be the only claim in Class 2(b). In exchange for advancing funds as Creditor Plan Funding to pay: (i) all Allowed Administrative Expense Claims, Allowed Compensation and Reimbursement Claims, Allowed Priority Tax Claims, and United States Trustee Fees that are Allowed as of the Effective Date; (ii) distributions to the Holders of Allowed General Unsecured Claims (other than the Plan Proponents); and (iii) $2 million Cash to the Cipollones, all as set forth in Sections 4.1 and 4.2 of the Creditor Plan, Diatomite shall receive 100% of the New Equity of the Reorganized Debtor. Diatomite, its assignee, or the Reorganized Debtor, as applicable, shall receive the Property free and clear of all Liens, claims, charges, encumbrances or interests of any kind or nature, but subject to the non-economic terms of the Consent Decree, if it is approved and implemented in full prior to the Effective Date. Nothing herein shall impair, waive or otherwise effect any other Claims held by the Plan Proponents or any claims or causes of action that the Plan Proponents have or may have against any other Entity or Person relating to or arising in connection with the Diatomite Unsecured Claim (except as otherwise provided herein), all of which shall survive the Effective Date, Confirmation, and any actions taken in furtherance of this Creditor Plan. Class 2(b) is impaired. The Creditor Plan shall be funded by the Creditor Plan Funding. These funds shall be utilized to satisfy payments consistent with the terms of this Creditor Plan. As set forth fully in the Creditor Plan, the "Creditor Plan Funding" means sums used to effectuate the terms of this Creditor Plan from sums contributed by Diatomite. Such funds shall be in the amount of $3,300,000.00, or such greater amount as is necessary to cover all Allowed Administrative Expense Claims, the $2,000,000.00 payment to be made on account of the Cipollone Claim pursuant to the treatment of the same in Class 1, and no less than $50,000 for the treatment of Allowed General Unsecured Claims pursuant to the treatment of the same in Class 2(a), provided, however, that in the event Allowed Administrative Expense Claims exceed $1,400,000.00, the Plan Proponents reserve their right to withdraw the Creditor Plan and not seek confirmation of the same. The Plan Proponents estimate that Holders of Allowed General Unsecured Claims (other than the Plan Proponents) shall receive distributions in the amount of approximately 70% of such Allowed General Unsecured Claims. The Plan Proponents believe this will greatly exceed any distributions to such Holders in the event the Debtor's plan were confirmed and the Debtor's proposed sale were brought to fruition. Co-Counsel to Anthony Cipollone and Domenick Cipollone: Avrum J. Rosen, Esq. Nico G. Pizzo, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, NY 11743 Tel: 631-423-8527 Counsel for Diatomite Corporation of America: Joseph A. Pack, Esq. PACK LAW 51 Northeast 24th Street, Suite 108 Miami, FL 33137 Tel: 212-949-9300 A copy of the Reply to Debtor's Objections dated September 16, 2022, is available at https://bit.ly/3qP5LTW from PacerMonitor.com. About Virginia True Corporation Virginia True Corporation, a New York-based golf resort owner and developer, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42769) on May 3, 2019. At the time of the filing, the Debtor disclosed between $10 million and $50 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. Pick & Zabicki LLP is the Debtor's legal counsel. VPR BRANDS: Secures $100K in Funding From CEO --------------------------------------------- VPR Brands, LP issued a promissory note in the principal amount of $100,001 to Kevin Frija, who is the Company's chief executive officer, president, principal financial officer, principal accounting officer and chairman of the Board, and a significant stockholder of the Company, in exchange for the receipt of $100,001. The principal amount due under the September 2022 Note bears interest at the rate of 24% per annum, and the September 2022 Note permits Mr. Frija to deduct one ACH payment from the Company's bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. The September 2022 Note is unsecured. About VPR Brands Headquartered in Ft. Lauderdale, FL, VPR Brands, LP -- http://www.VPRBrands.com-- is company engaged in the electronic cigarette and personal vaporizer business. As of June 30, 2022, the Company had $1.26 million in total assets, $3.45 million in total liabilities, and a total partners' deficit of $2.19 million. Los Angeles, California-based Paris Kreit & Chiu CPA's LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has an accumulated deficit of $10,214,999 and a working capital deficit of $1,834,867 at Dec. 31, 2021. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WHEEL PROS: Moody's Cuts CFR to 'Caa1', Outlook Remains Negative ---------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Wheel Pros, Inc., including the corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3-PD. Moody's also downgraded the rating on the company's senior secured term loan to Caa1 from B2 and senior unsecured notes to Caa3 from Caa2. The outlook remains negative. The downgrade reflects Wheel Pros' weak liquidity and a decline in profitability as consumer demand for its wheel products has weakened considerably. Moody's had previously expected Wheel Pros to face declining demand in 2022 as consumers face ongoing inflationary pressures for non-discretionary goods and shift spending towards areas such as travel. However, the drop in demand has been more severe than originally anticipated, and Moody's expects demand pressures to persist into 2023. The decline in demand has resulted in limited liquidity as Wheel Pros has been unable to unwind its elevated inventory position. Moody's expects Wheel Pros' cash burn in 2022 to be sizeable and for the company to remain heavily reliant on its $200 million asset-based credit facility ("ABL"). Further, Moody's expects Wheel Pros' debt/EBITDA to remain at unsustainable levels over the next twelve months. Moody's expects debt/EBITDA to be around 10x at the end of 2022 before improving to slightly above 8x in 2023. Wheel Pros does not face any significant debt maturities until 2026, so Moody's believes there is time to restore leverage to more appropriate levels. The negative outlook reflects the risk that Wheel Pros' liquidity does not improve in the near-term if demand remains very weak. Failure to improve liquidity would meaningfully limit financial flexibility and increase the risk that Wheel Pros would be challenged to meet its debt service requirements. Downgrades: Issuer: Wheel Pros, Inc. Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Gtd Senior Secured 1st Lien Term Loan, Downgraded to Caa1 (LGD3) from B2 (LGD3) Gtd Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook Actions: Issuer: Wheel Pros, Inc. Outlook, Remains Negative RATINGS RATIONALE Wheel Pros' ratings reflect the company's very high financial leverage, weak liquidity and a demonstrated history of an aggressive financial policy with debt funded acquisitions and shareholder returns. The highly discretionary nature of its custom vehicle wheels creates significant demand risk. This risk has materialized in 2022 as demand has declined significantly following a two year period of very strong growth. Wheel Pros does maintain a leading market position in this specialty wheel segment with strong brand recognition for its products, a generally flexible cost structure with low capital requirements, and favorable customer diversification. Recent acquisitions, specifically of 4 Wheel Parts (which was funded by equity in July 2022), will provide a meaningful increase to revenue, but the lower margin of this business will dilute consolidated operating results. Moody's expects Wheel Pros' EBITA margin, which had historically been above 14%, to decline to between 8% - 9% in 2022 and 2023. Moody's believes cost saving actions from integrating recent acquisitions and cost reduction efforts will offset some of the margin decline. Moody's views Wheel Pros' liquidity to be weak. Despite a meaningful equity contribution in June 2022 to fund the acquisition of 4 Wheel Parts and provide additional liquidity, Moody's believes Wheel Pros cash burn persisted during the third quarter, thus leaving liquidity constrained with modest cash and availability under its ABL. Moody's expects Wheel Pros to generate positive free cash flow in the fourth quarter through a moderate reduction of inventory, resulting in expectations for total year-end liquidity (cash and ABL availability) of at least $60 million. For 2023, Moody's expects free cash flow to be modestly negative to breakeven. FACTORS THAT COULD LEAD TO A DOWNGRADE OR UPGRADE OF THE RATINGS The ratings could be downgraded if the company fails to improve liquidity or operating performance deteriorates further, either because of continued declines in demand or increased margin pressure. A downgrade could also occur if Moody's believes the potential for a distressed exchange increases or Moody's believes recovery expectations for the company's debt decreases. The ratings could be upgraded if Wheel Pros is expected to maintain adequate liquidity, including positive free cash flow and increased availability under its asset-based credit facility. An expectation for debt/EBITDA to be maintained below 7x would also support an upgrade. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Wheel Pros, Inc., headquartered in Greenwood Village, Colorado, is a wholesale distributor of custom and proprietary branded wheels, performance tires and related accessories in the aftermarket automotive segment. The company is owned by an affiliated fund controlled by private equity financial sponsor Clearlake Capital Group, L.P. Revenue for the twelve months ending June 30, 2022 approximated $1.3 billion. WHEEL PROS: S&P Downgrades ICR to 'CCC+' on Constrained Liquidity ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'CCC+' from 'B-' on Wheel Pros Inc. S&P said, "At the same time, we lowered our issue-level rating on the senior secured debt to 'CCC+' from 'B-' and the senior unsecured debt to 'CCC-' from 'CCC'. Our '3' recovery rating (50%-70%; rounded estimate: 50%) on the senior secured debt and '6' recovery rating (rounded estimate: 0%) on the senior unsecured debt are unchanged. "The negative outlook reflects the risk that we could lower our rating on Wheel Pros if operating performance continues to deteriorate such that we believe a default is possible within 12 months or if we expect the company will engage in a distressed restructuring in the near term. The downgrade reflects Wheel Pros' weakened operating performance and liquidity, resulting in an unsustainable capital structure and constrained liquidity profile. Wheel Pros' sales in the second quarter of fiscal 2022 declined 13.9% year over year on a pro forma basis. This was primarily driven by a mid-to-high 20% decline in wheel volumes, partially offset by a higher average selling price. Volume declines have persisted longer than originally anticipated, and we expect declines to continue throughout the year as the economy weakens and inflationary pressures reduce consumer discretionary spending for the company's products. S&P expects weaker sales will hurt Wheel Pros' ability to unwind its working capital, resulting in constrained liquidity over the next 12 months. Furthermore, to stem the volume decline, the company reduced prices by 10% across two of its major truck wheel brands in the third quarter, which will further reduce margins. If these price reductions continue or sales weaken more than expected, margins could compress further. Given weakening sales, pricing reductions, and continued inflationary pressures, S&P expects the capital structure to remain unsustainable, with leverage forecast to be over 13x in 2022. Wheel Pros' liquidity position deteriorated faster than we had initially anticipated, primarily due to continued working capital investments, and its sources are now very limited. The company received an additional $70 million liquidity injection as part of the Transamerican Auto Parts (TAP) acquisition, meant to support restructuring and liquidity. However, this additional liquidity has mostly been used to pay down accounts payable and about $10 million paying down the revolver. At the same time, the company's revenues and EBITDA remain weak. S&P said, "Given rapidly declining volumes, it has not quickly unwound its inventory to generate further cash in line with our original expectations. As such, liquidity sources have declined dramatically faster than expected, and liquidity has fallen to roughly $34 million of cash and revolver availability as of September. While Wheel Pros has dialed back its restructuring initiatives to conserve cash, we now expect sources of liquidity to cover uses by less than 1.2x over the next 12 months." S&P said, "If Wheel Pros cannot generate expected working capital unwind and asset-based lending (ABL) facility paydown, we could lower the ratings further. Although the company is working on initiatives to reduce selling, general, and administrative costs and extract synergies from the TAP acquisition, given the constrained liquidity, reducing cash burn will be the primary focus. If volumes deteriorate further than expected, we believe the company could look to reduce its fixed-cost manufacturing footprint. While we originally expected the company to repay its revolver balance to about $100 million by the end of fiscal 2022, we now expect it to pay down the revolver balance to about $140 million. We expect unit volumes to decline in the 20% area the rest of the year, slowing working capital unwinding. We could downgrade Wheel Pros further if operating performance declines further than our base-case expectations and we believe the company could run out of liquidity, resulting in a default within 12 months, or if it were to engage in a distressed capital restructuring. "The negative outlook reflects the risk that we could lower the ratings over the next 12 months if Wheel Pros' operating performance deteriorates such that we believe a near-term default is likely." S&P could downgrade Wheel Pros if we expect a default within 12 months. This could occur if: -- Operating performance worsens and liquidity declines further such that S&P no longer believes the company has sufficient liquidity to fund its operations over a 12-month period; or -- S&P expects an increased likelihood the company engages in a distressed restructuring. S&P could revise its outlook to stable if: -- The company can improve its liquidity position through greater working capital unwind, S&P is confident it will sustain the improvement, and S&P sees a path to improved free cash flow generation; and -- S&P expects volume declines and pricing to stabilize, resulting in a steadier top line and margins, and S&P views a pathway to leverage improvement; and -- S&P doesn't expect the company to engage in a distressed restructuring over the next 12 months. ESG credit indicators: E-2, S-2, G-3 S&P said, "Environmental factors have an overall neutral influence on our rating analysis on Wheel Pros. The company focuses on automotive aftermarket accessories (wheels) that do not depend on the type of vehicle engine propulsion. Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns." XPERI HOLDING: S&P Places 'BB-' ICR on CreditWatch Negative ----------------------------------------------------------- S&P Global Ratings placed its 'BB-' issuer credit rating on Xperi Holding Corp. on CreditWatch with negative implications. S&P also placed its 'BB-' issue-level rating on its term loan on CreditWatch with negative implications. The negative CreditWatch placement reflects S&P's expectation that this separation will weaken credit metrics and meaningfully change the credit profile of Adeia as a pure-play IP licensing business. S&P could therefore lower the issuer credit rating after performing a full assessment of Adeia's stand-alone credit profile. Xperi is in the process of separating its products business and intellectual property (IP) licensing business, resulting in two independent, publicly traded companies. S&P Global Ratings expects the transaction to close on Oct. 1, 2022. The IP licensing business, which has been rebranded as Adeia and currently represents about 45% of the consolidated revenues and generates a significant majority of consolidated EBITDA, will retain the existing term loan, which has an outstanding balance of about $770 million. S&P said, "The CreditWatch negative placement reflects a meaningful chance we will lower our ratings on Adeia with the separation from Xperi's products business. While we acknowledge the IP licensing business has significantly greater margins than the products business, we view the products business as more stable in nature, with less risk of litigation and large upfront payments, which have impacted the IP licensing business in the past. In addition, we expect the stand-alone Adeia company to increase investments to organically grow its patent portfolio, which may weigh on profitability over the medium term. The reduced scale and weakening credit metrics--the IP licensing business reported about $440 million in revenues in 12 months ended June 30, 2022--along with increased volatility of a pure-play IP licensing business, lead to risk of a downgrade. "The negative CreditWatch placement reflects our expectation that the separation will weaken the credit profile of the company. Although we expect the company to maintain free cash flow generation and focus on debt repayment, we view the potential increase in volatility and litigation risks as a pure-play IP licensing business to be significant factors impacting the credit profile of the company. We could therefore lower the issuer credit rating after performing a full assessment of Adeia's pro forma credit profile, including its final capital structure, long-term strategy, and business profile relative to other rated peers." ESG Credit Indicators: E-2, S-3, S-2 [*] Alter-Nelson Joins Latham's Commercial Litigation Practice -------------------------------------------------------------- Latham & Watkins LLP is pleased to welcome Marissa Alter-Nelson to the firm's New York office as a partner in the Complex Commercial Litigation Practice, and a member of the Litigation & Trial Department. Widely recognized for her substantive legal skills and diverse litigation practice, Ms. Alter-Nelson focuses on trials and complex litigation matters in connection with a wide range of business, commercial and financial disputes. "We are fortunate here in New York to have built a formidable team with depth and breadth across corporate, litigation, finance, tax and other areas of law," said Marc Jaffe, Managing Partner of Latham's New York office. "Marissa's varied practice and her considerable trial skills make her a perfect fit, as both a client advocate and as a knowledge resource, as we continue to strategically enhance our capabilities to serve the evolving needs of our global client base." Focusing on complex business and commercial litigation, Ms. Alter-Nelson handles a wide variety of disputes for her clients, including securities matters, breach of fiduciary duty and other business torts, post-merger claims, bankruptcy disputes, cybercrime, data breaches, and arbitration. She defends companies in investigations brought by government agencies, including the US Securities and Exchange Commission, the US Department of Justice, and the US Federal Trade Commission (FTC). Added Sean Berkowitz, Global Chair of the firm's Complex Commercial Litigation Practice, "Marissa has already established herself as a dynamic litigator and leader, and we are thrilled to welcome her aboard and get to work leveraging the synergies between our growing commercial practice and hers in order to achieve the best business outcomes for our clients. Additionally, with a bevy of courtroom skills honed from her advocacy work in a variety of venues around the country, and a reputation for being a strategic and enthusiastic partner to her clients, Marissa will help to further supercharge Latham's global platform." In addition to her commercial work, Ms. Alter-Nelson maintains an active pro bono practice. She is an adjunct professor teaching legal writing at Fordham University School of Law. She is also a member of the Associates Council for Prep for Prep, an educational program that offers students of color access to private school educations. "My practice covers a lot of the litigation spectrum, and extends well beyond the borders of New York and the US, so the fit with Latham -- known for litigation and transactional excellence across specialties and geographies -- feels really natural," said Alter-Nelson. "The firm's global platform offers incredible opportunities for growth, and gives me the chance to stretch my capabilities. Additionally, the collaborative spirit that powers Latham's platform, and is a driving force in Latham's ability to lead the world's most cutting-edge matters, is a great complement to the entrepreneurial environment I like to cultivate with my teams, and my clients." Ms. Alter-Nelson received her JD from the New York University School of Law, and her BA from the University of California, Santa Barbara. Ms. Alter-Nelson joins Latham from Sidley Austin. About Latham & Watkins Latham & Watkins -- http://www.lw.com/-- delivers innovative solutions to complex legal and business challenges around the world. From a global platform, our lawyers advise clients on market-shaping transactions, high-stakes litigation and trials, and sophisticated regulatory matters. Latham is one of the world's largest providers of pro bono services, steadfastly supports initiatives designed to advance diversity within the firm and the legal profession, and is committed to exploring and promoting environmental sustainability. [*] Colorado Bankruptcies Declined 5.7% in August 2022 ------------------------------------------------------ Christopher Wood of Loveland Reporter Herald reports that Colorado bankruptcies declined 5.7% in August compared with the same period a year ago, even as Larimer and Weld counties recorded increases. Boulder County bankruptcy filings declined, with a slight uptick in Broomfield. That's according to a BizWest analysis of U.S. Bankruptcy Court data. Numbers cited include all new filings, including open, closed and dismissed cases. Colorado recorded 514 bankruptcy filings in August, compared with 545 in August 2021. Year to date, the state has recorded 3,356 bankruptcy filings, compared with 4,552 in the first eight months of 2021, down 26%. Among counties in Northern Colorado and the Boulder Valley: * Larimer County filings totaled 41 in August, compared with 23 a year ago, an increase of 78%. Filings in the first eight months of the year totaled 200, compared with 222 in the first eight months of 2021, a drop of 10%. Larimer County recorded 30 bankruptcy filings in July 2022. * Weld County bankruptcy filings totaled 47 in August, up from 31 recorded a year ago, an increase of 51%. Year-to-date filings totaled 266, compared with 321 a year ago, down 17%. Weld County recorded 35 bankruptcy filings in July 2022. * Boulder County recorded 10 bankruptcy filings in August, compared with 16 in August 2021. The county recorded 108 filings year to date, down from 161 in the first eight months of 2021, down 32.9%. Boulder County recorded 18 bankruptcy filings in July 2022. * Broomfield recorded five bankruptcy filings in August, up from four in August 2021. Year-to-date filings totaled 42, compared with 54 a year ago, down 22%. Broomfield recorded five bankruptcy filings in July 2022. Larimer County filings included an involuntary bankruptcy petition for Statera Biopharma Inc., a Fort Collins biotech company. [*] Sklar Kirsh Named to Journal's Most Admired Law Firms List -------------------------------------------------------------- Los Angeles-based law firm Sklar Kirsh LLP on Sept. 20 disclosed that the firm has been named to the Los Angeles Business Journal's 2022 list of 'Most Admired Law Firms.' According to the publication, the list is comprised of particularly outstanding law firms who are consciously working towards creating diverse, positive, and supportive environments to help drive the success of their attorneys. "On the heels of being recognized as a 'Best Places to Work,' it is exciting to receive this accolade for our efforts to create an inclusive environment that cultivates success," said Co-Chairman Jeffrey Sklar. Sklar Kirsh is a corporate, real estate, entertainment, litigation and bankruptcy law firm founded by attorneys from nationally and internationally recognized firms who provide top-tier legal services in an entrepreneurial, sophisticated and focused manner. The team has the experience to handle complex transactions as well as sophisticated commercial litigation. "The firm has a proud 'no screamer' policy and is committed to making the office a friendly, supportive, positive, and safe place to work," states the issue that published today. "Attorneys and staff socialize both in and outside the workplace (there is no 'us vs. them' mentality between attorneys and staff), and the culture is familial and casual (the year-round casual dress code is an example of this). There is a focus on the team at Sklar Kirsh and everyone works to support both the clients and one another in delivering outstanding legal service," the publication adds. The feature closes by highlighting, "Founders Jeff Sklar and Andrew Kirsh have from the beginning built Sklar Kirsh to be both a premiere boutique law firm and a positive and supportive workplace, never compromising their values as the firm has grown from four to 41 attorneys in just nine years. Outside of normal working hours, Sklar Kirsh has focused on fun team-building activities since its founding in 2013." Sklar Kirsh LLP -- http://www.SklarKirsh.com/-- is a boutique law firm that provides sophisticated and expert advice in the areas of corporate, real estate, bankruptcy, and entertainment law as well as commercial, real estate and entertainment litigation. [*] Three New Partners Join Raines Feldman's Bankruptcy Practice ---------------------------------------------------------------- Raines Feldman continues its rapid expansion in New York with the recent addition of three additional partners and boutique firm leaders to its newly opened Midtown office, further strengthening the firm's bankruptcy and corporate practice groups. With more than 20 years of corporate and bankruptcy law experience at Am Law 100 firms Willkie Farr & Gallagher LLP and Venable LLP, Carollynn Callari, who is regarded as one of New York's preeminent bankruptcy attorneys, has joined Raines Feldman as a partner. In 2014, she founded Callari Partners LLP which ultimately grew to seven attorneys, including former Cadwalader attorney David Forsh who has also joined Raines Feldman as a partner. Gregg Shulklapper, a former Willkie alum and colleague of Ms. Callari, has also joined Raines Feldman as a partner in the firm's corporate practice group. Mr. Shulklapper launched the boutique corporate transactional firm Shulklapper Associates in 2008 to service emerging and established private and public companies as well as their investors, advisors and executives. Shulklapper's practice spans a wide range of domestic and international transactional matters including mergers and acquisitions, debt and equity financings and executive compensation issues. After maintaining a close business relationship between their respective firms for nearly a decade, Ms. Callari and Mr. Shulklapper recently decided to merge their collective practices and join Raines Feldman's growing New York office. "You have to work with people you respect and trust, and in Raines Feldman, we found the perfect alignment in terms of philosophy, culture and long-term goals," noted Ms. Callari. "It's a place where we each can continue to build our practice and contribute to the firm's core strengths, while drawing on the exceptional talent and varied experience of our new colleagues," said Mr. Shulklapper. In recent months, Raines Feldman's expansion strategy in both Los Angeles and New York has included the hiring of business divorce lawyer Simon Miller to run the firm's New York office as managing partner, and the launch of a Media and Entertainment practice by welcoming Rami Yanni and Bill Hochberg from Rosenfeld, Meyer & Susman in Los Angeles. Other recent additions include former Reed Smith corporate partner Mitchell Cohen in Los Angeles, and former Troutman Pepper corporate partner Derek Dundas in Orange County. "These strategic additions represent another milestone in the firm's growth strategy that maintains a cultural focus on promoting the self-actualization and optimization of all its team members," said Mr. Miller, the firm's recently appointed New York managing partner. "We are assembling a highly skilled team of lawyers and business professionals in both Los Angeles and New York," noted Jonathan Littrell, Raines Feldman's managing partner. "With the vast opportunities for continued growth and a deep belief in the firm's vision and culture, we will continue to build capacity to advance our clients' business priorities at the local and national level." [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 7GC & CO HOLD-A VII US 230.8 219.4 -1.2 7GC & CO HOLDING VIIAU US 230.8 219.4 -1.2 ACCELERATE DIAGN AXDX* MM 58.7 -62.0 37.3 AEMETIS INC DW51 GR 178.5 -122.7 -45.3 AEMETIS INC AMTX US 178.5 -122.7 -45.3 AEMETIS INC AMTXGEUR EZ 178.5 -122.7 -45.3 AEMETIS INC AMTXGEUR EU 178.5 -122.7 -45.3 AEMETIS INC DW51 GZ 178.5 -122.7 -45.3 AEMETIS INC DW51 TH 178.5 -122.7 -45.3 AEMETIS INC DW51 QT 178.5 -122.7 -45.3 AERIE PHARMACEUT AERIEUR EU 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 GR 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 TH 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 QT 385.3 -141.1 191.7 AERIE PHARMACEUT AERI US 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 GZ 385.3 -141.1 191.7 AIR CANADA AC CN 30,364.0 -1,458.0 1,369.0 AIR CANADA ADH2 QT 30,364.0 -1,458.0 1,369.0 AIR CANADA ACEUR EZ 30,364.0 -1,458.0 1,369.0 AIR CANADA ADH2 GR 30,364.0 -1,458.0 1,369.0 AIR CANADA ACEUR EU 30,364.0 -1,458.0 1,369.0 AIR CANADA ADH2 TH 30,364.0 -1,458.0 1,369.0 AIR CANADA ACDVF US 30,364.0 -1,458.0 1,369.0 AIR CANADA ADH2 GZ 30,364.0 -1,458.0 1,369.0 ALPINE SUMMIT EN ALPS/U CN 247.4 -15.8 -165.4 ALPINE SUMMIT EN ASEPF US 247.4 -15.8 -165.4 ALTICE USA INC-A 15PA GZ 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A ATUS US 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A 15PA TH 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A 15PA GR 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A ATUSEUR EU 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A ATUS* MM 33,119.6 -474.6 -1,901.6 ALTICE USA INC-A ATUS-RM RM 33,119.6 -474.6 -1,901.6 ALTIRA GP-CEDEAR MOC AR 36,746.0 -2,403.0 -4,225.0 ALTIRA GP-CEDEAR MOD AR 36,746.0 -2,403.0 -4,225.0 ALTIRA GP-CEDEAR MO AR 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MO* MM 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC PHM7 TH 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MO TE 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MOEUR EU 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MO US 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MO SW 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC ALTR AV 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC PHM7 GZ 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC 0R31 LI 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC PHM7 GR 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MOUSD SW 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MO CI 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MOEUR EZ 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC PHM7 QT 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP INC MO-RM RM 36,746.0 -2,403.0 -4,225.0 ALTRIA GROUP-BDR MOOO34 BZ 36,746.0 -2,403.0 -4,225.0 AMC ENTERTAINMEN AMC US 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AH9 GR 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AMC4EUR EU 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AMC* MM 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AH9 TH 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AH9 QT 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AH9 GZ 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AH9 SW 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AMC-RM RM 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN A2MC34 BZ 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN APE US 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AH90 GR 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN AH90 TH 9,818.3 -2,326.8 -405.3 AMC ENTERTAINMEN APE* MM 9,818.3 -2,326.8 -405.3 AMERICAN AIR-BDR AALL34 BZ 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE A1G GR 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL* MM 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL US 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE A1G TH 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE A1G GZ 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL11EUR EU 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL AV 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL TE 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE A1G SW 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE 0HE6 LI 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL11EUR EZ 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE A1G QT 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL-RM RM 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL_KZ KZ 67,963.0 -8,422.0 -4,245.0 AMPLIFY ENERGY C AMPY US 456.5 -83.4 -78.1 AMPLIFY ENERGY C 2OQ TH 456.5 -83.4 -78.1 AMPLIFY ENERGY C MPO2EUR EU 456.5 -83.4 -78.1 AMPLIFY ENERGY C 2OQ GR 456.5 -83.4 -78.1 AMPLIFY ENERGY C 2OQ GZ 456.5 -83.4 -78.1 AMPLIFY ENERGY C 2OQ QT 456.5 -83.4 -78.1 AMPRIUS TECHNOLO KCAC/U US 0.1 -0.0 -0.0 AMPRIUS TECHNOLO AMPX US 0.1 -0.0 -0.0 AMYRIS INC 3A01 GR 789.4 -243.6 123.0 AMYRIS INC 3A01 TH 789.4 -243.6 123.0 AMYRIS INC AMRS US 789.4 -243.6 123.0 AMYRIS INC AMRSEUR EU 789.4 -243.6 123.0 AMYRIS INC 3A01 QT 789.4 -243.6 123.0 AMYRIS INC AMRSEUR EZ 789.4 -243.6 123.0 AMYRIS INC 3A01 GZ 789.4 -243.6 123.0 AMYRIS INC AMRS* MM 789.4 -243.6 123.0 AMYRIS INC A2MR34 BZ 789.4 -243.6 123.0 ARCH BIOPARTNERS ARCH CN 1.8 -4.0 -0.6 ARENA GROUP HOLD AREN US 186.4 -20.6 -34.2 ASCENT SOLAR TEC ASTI US 8.8 -0.3 -1.1 ASCENT SOLAR 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-1,334.9 STARBUCKS CORP SBUXEUR EU 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUX TE 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUX IM 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUXUSD SW 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUX PE 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUX US 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUX CI 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUXEUR EZ 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP 0QZH LI 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUX SW 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SRB QT 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUX-RM RM 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUXCL CI 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SBUX_KZ KZ 28,156.2 -8,658.9 -1,334.9 STARBUCKS CORP SRBD BQ 28,156.2 -8,658.9 -1,334.9 STARBUCKS-BDR SBUB34 BZ 28,156.2 -8,658.9 -1,334.9 STARBUCKS-CEDEAR SBUX AR 28,156.2 -8,658.9 -1,334.9 STARBUCKS-CEDEAR SBUXD AR 28,156.2 -8,658.9 -1,334.9 STONEMOR INC STON US 1,798.0 -174.7 106.4 STONEMOR INC 3V8 GR 1,798.0 -174.7 106.4 STONEMOR INC STONEUR EU 1,798.0 -174.7 106.4 SYMBOTIC INC SYM US 612.8 73.1 146.1 TELA BIO INC TELA US 51.3 -1.5 33.7 TEMPUR SEALY INT TPX US 4,404.4 -180.9 248.1 TEMPUR SEALY INT TPD GR 4,404.4 -180.9 248.1 TEMPUR SEALY INT TPXEUR EU 4,404.4 -180.9 248.1 TEMPUR SEALY INT TPD TH 4,404.4 -180.9 248.1 TEMPUR SEALY INT TPD GZ 4,404.4 -180.9 248.1 TEMPUR SEALY INT T2PX34 BZ 4,404.4 -180.9 248.1 TEMPUR SEALY INT TPX-RM RM 4,404.4 -180.9 248.1 TORRID HOLDINGS CURV US 556.6 -238.7 -56.4 TRANSDIGM - BDR T1DG34 BZ 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDG US 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP T7D GR 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDG* MM 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP T7D TH 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP T7D QT 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDGEUR EU 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDGEUR EZ 18,819.0 -2,968.0 4,964.0 TRANSDIGM GROUP TDG-RM RM 18,819.0 -2,968.0 4,964.0 TRAVEL + LEISURE TNL US 6,477.0 -846.0 521.0 TRAVEL + LEISURE WD5A GR 6,477.0 -846.0 521.0 TRAVEL + LEISURE WD5A TH 6,477.0 -846.0 521.0 TRAVEL + LEISURE 0M1K LI 6,477.0 -846.0 521.0 TRAVEL + LEISURE WD5A QT 6,477.0 -846.0 521.0 TRAVEL + LEISURE WYNEUR EU 6,477.0 -846.0 521.0 TRAVEL + LEISURE WD5A GZ 6,477.0 -846.0 521.0 TRAVEL + LEISURE TNL* MM 6,477.0 -846.0 521.0 TRICIDA INC TCDA US 114.3 -111.2 82.3 TRICIDA INC 1T7 GR 114.3 -111.2 82.3 TRICIDA INC 1T7 TH 114.3 -111.2 82.3 TRICIDA INC 1T7 QT 114.3 -111.2 82.3 TRICIDA INC TCDAEUR EZ 114.3 -111.2 82.3 TRICIDA INC 1T7 GZ 114.3 -111.2 82.3 TRIUMPH GROUP TGI US 1,667.5 -805.3 341.5 TRIUMPH GROUP TG7 GR 1,667.5 -805.3 341.5 TRIUMPH GROUP TG7 TH 1,667.5 -805.3 341.5 TRIUMPH GROUP TGIEUR EU 1,667.5 -805.3 341.5 TRIUMPH GROUP TG7 GZ 1,667.5 -805.3 341.5 TUPPERWARE BRAND TUP GR 1,105.9 -159.1 127.3 TUPPERWARE BRAND TUP US 1,105.9 -159.1 127.3 TUPPERWARE BRAND TUP GZ 1,105.9 -159.1 127.3 TUPPERWARE BRAND TUP TH 1,105.9 -159.1 127.3 TUPPERWARE BRAND TUP1EUR EU 1,105.9 -159.1 127.3 TUPPERWARE BRAND TUP1EUR EZ 1,105.9 -159.1 127.3 TUPPERWARE BRAND TUP QT 1,105.9 -159.1 127.3 UBIQUITI INC UI US 844.7 -382.9 310.6 UBIQUITI INC 3UB GR 844.7 -382.9 310.6 UBIQUITI INC UBNTEUR EU 844.7 -382.9 310.6 UBIQUITI INC 3UB TH 844.7 -382.9 310.6 UNISYS CORP USY1 GR 2,154.4 -98.5 308.3 UNISYS CORP USY1 TH 2,154.4 -98.5 308.3 UNISYS CORP UIS US 2,154.4 -98.5 308.3 UNISYS CORP UIS SW 2,154.4 -98.5 308.3 UNISYS CORP UISEUR EU 2,154.4 -98.5 308.3 UNISYS CORP USY1 GZ 2,154.4 -98.5 308.3 UNISYS CORP USY1 QT 2,154.4 -98.5 308.3 UNISYS CORP UISEUR EZ 2,154.4 -98.5 308.3 UNITI GROUP INC UNIT US 4,955.2 -2,075.2 0.0 UNITI GROUP INC 8XC GR 4,955.2 -2,075.2 0.0 UNITI GROUP INC 8XC TH 4,955.2 -2,075.2 0.0 UNITI GROUP INC 8XC GZ 4,955.2 -2,075.2 0.0 UROGEN PHARMA LT UR8 GR 146.1 -40.9 121.6 UROGEN PHARMA LT URGNEUR EU 146.1 -40.9 121.6 UROGEN PHARMA LT URGN US 146.1 -40.9 121.6 VECTOR GROUP LTD VGR US 994.6 -830.9 296.9 VECTOR GROUP LTD VGR GR 994.6 -830.9 296.9 VECTOR GROUP LTD VGREUR EU 994.6 -830.9 296.9 VECTOR GROUP LTD VGREUR EZ 994.6 -830.9 296.9 VECTOR GROUP LTD VGR TH 994.6 -830.9 296.9 VECTOR GROUP LTD VGR QT 994.6 -830.9 296.9 VECTOR GROUP LTD VGR GZ 994.6 -830.9 296.9 VERISIGN INC VRSN US 1,762.5 -1,455.0 -5.0 VERISIGN INC VRS GR 1,762.5 -1,455.0 -5.0 VERISIGN INC VRS TH 1,762.5 -1,455.0 -5.0 VERISIGN INC VRSNEUR EU 1,762.5 -1,455.0 -5.0 VERISIGN INC VRS GZ 1,762.5 -1,455.0 -5.0 VERISIGN INC VRSN* MM 1,762.5 -1,455.0 -5.0 VERISIGN INC VRSNEUR EZ 1,762.5 -1,455.0 -5.0 VERISIGN INC VRS QT 1,762.5 -1,455.0 -5.0 VERISIGN INC VRSN-RM RM 1,762.5 -1,455.0 -5.0 VERISIGN INC-BDR VRSN34 BZ 1,762.5 -1,455.0 -5.0 VERISIGN-CEDEAR VRSN AR 1,762.5 -1,455.0 -5.0 VIVINT SMART HOM VVNT US 2,908.3 -1,715.6 -482.5 W&T OFFSHORE INC WTI US 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV GR 1,439.8 -124.4 164.2 W&T OFFSHORE INC WTI1EUR EU 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV TH 1,439.8 -124.4 164.2 W&T OFFSHORE INC UWV GZ 1,439.8 -124.4 164.2 WAYFAIR INC- A W US 4,098.0 -2,145.0 242.0 WAYFAIR INC- A W* MM 4,098.0 -2,145.0 242.0 WAYFAIR INC- A 1WF QT 4,098.0 -2,145.0 242.0 WAYFAIR INC- A WEUR EU 4,098.0 -2,145.0 242.0 WAYFAIR INC- A 1WF GZ 4,098.0 -2,145.0 242.0 WAYFAIR INC- A WEUR EZ 4,098.0 -2,145.0 242.0 WAYFAIR INC- A 1WF GR 4,098.0 -2,145.0 242.0 WAYFAIR INC- A 1WF TH 4,098.0 -2,145.0 242.0 WEBER INC - A WEBR US 1,721.7 -243.0 228.7 WEWORK INC-CL A WE US 19,638.0 -2,317.0 -889.0 WEWORK INC-CL A 9WE TH 19,638.0 -2,317.0 -889.0 WEWORK INC-CL A WE1EUR EU 19,638.0 -2,317.0 -889.0 WEWORK INC-CL A 9WE GR 19,638.0 -2,317.0 -889.0 WEWORK INC-CL A 9WE QT 19,638.0 -2,317.0 -889.0 WEWORK INC-CL A 9WE GZ 19,638.0 -2,317.0 -889.0 WEWORK INC-CL A WE* MM 19,638.0 -2,317.0 -889.0 WINGSTOP INC WING1EUR EU 395.4 -415.5 156.8 WINGSTOP INC WING US 395.4 -415.5 156.8 WINGSTOP INC EWG GR 395.4 -415.5 156.8 WINGSTOP INC EWG GZ 395.4 -415.5 156.8 WINMARK CORP WINA US 27.1 -68.8 2.0 WINMARK CORP GBZ GR 27.1 -68.8 2.0 WW INTERNATIONAL WW6 GR 1,390.6 -456.1 57.2 WW INTERNATIONAL WW6 TH 1,390.6 -456.1 57.2 WW INTERNATIONAL WW US 1,390.6 -456.1 57.2 WW INTERNATIONAL WW6 SW 1,390.6 -456.1 57.2 WW INTERNATIONAL WW6 GZ 1,390.6 -456.1 57.2 WW INTERNATIONAL WTWEUR EZ 1,390.6 -456.1 57.2 WW INTERNATIONAL WTW AV 1,390.6 -456.1 57.2 WW INTERNATIONAL WTWEUR EU 1,390.6 -456.1 57.2 WW INTERNATIONAL WW6 QT 1,390.6 -456.1 57.2 WW INTERNATIONAL WW-RM RM 1,390.6 -456.1 57.2 WYNN RESORTS LTD WYR TH 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNN US 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNN* MM 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYR GR 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNNEUR EU 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYR GZ 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNNEUR EZ 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYR QT 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNN-RM RM 11,788.5 -1,374.3 753.9 WYNN RESORTS-BDR W1YN34 BZ 11,788.5 -1,374.3 753.9 YELLOW CORP YEL GR 2,503.9 -324.1 255.7 YELLOW CORP YEL1 TH 2,503.9 -324.1 255.7 YELLOW CORP YELL US 2,503.9 -324.1 255.7 YELLOW CORP YEL QT 2,503.9 -324.1 255.7 YELLOW CORP YRCWEUR EU 2,503.9 -324.1 255.7 YELLOW CORP YRCWEUR EZ 2,503.9 -324.1 255.7 YELLOW CORP YEL GZ 2,503.9 -324.1 255.7 YUM! BRANDS -BDR YUMR34 BZ 5,790.0 -8,568.0 246.0 YUM! BRANDS INC TGR TH 5,790.0 -8,568.0 246.0 YUM! BRANDS INC TGR GR 5,790.0 -8,568.0 246.0 YUM! BRANDS INC YUM* MM 5,790.0 -8,568.0 246.0 YUM! BRANDS INC TGR GZ 5,790.0 -8,568.0 246.0 YUM! BRANDS INC YUMUSD SW 5,790.0 -8,568.0 246.0 YUM! BRANDS INC YUM US 5,790.0 -8,568.0 246.0 YUM! BRANDS INC YUMEUR EZ 5,790.0 -8,568.0 246.0 YUM! BRANDS INC YUM AV 5,790.0 -8,568.0 246.0 YUM! BRANDS INC TGR TE 5,790.0 -8,568.0 246.0 YUM! BRANDS INC YUMEUR EU 5,790.0 -8,568.0 246.0 YUM! BRANDS INC TGR QT 5,790.0 -8,568.0 246.0 YUM! BRANDS INC YUM SW 5,790.0 -8,568.0 246.0 YUM! BRANDS INC YUM-RM RM 5,790.0 -8,568.0 246.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***