/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/221004.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, October 4, 2022, Vol. 26, No. 276 Headlines 3333 ALPHARETTA: Medical Office Building Files for Chapter 11 511 LOGISTICS: Continued Operations to Fund Plan Payments ACASTI PHARMA: All Five Proposals Passed at Annual Meeting ADAMIS PHARMACEUTICALS: Reviewing Strategic Alternatives AEARO TECHNOLOGIES: Tort Committee Seeks to Hire Special Counsel AGWAY FARM: Auction of Brand/Trademark & Other Assets on Oct. 12 AIKIDO PHARMA: Unit Inks 7-Year Lease Agreement With Trump Tower ALLIANCE HOSPITALITY: American Inn Hits Chapter 11 Bankruptcy BAUSCH HEALTH: S&P Lowers ICR to 'SD' on Distressed Exchange BED BATH & BEYOND: Posts $366.2 Million Net Loss in Second Quarter BIOLASE INC: To Buy All Med-Fiber Membership Interests for $2.2M BJ'S WHOLESALE: S&P Upgrades ICR to 'BB+', Outlook Stable BRODIE HOLDINGS: A&G Sold 21 Properties for US$18.4M at Auction BUCKINGHAM TOWER: Apartment Sale Proceeds to Fund Plan BUYK CORP: October 10 Bid Submission Deadline Set CAMBER ENERGY: All Three Proposals Passed at Annual Meeting CAR STEREO: Amends Plan to Include Settled & Disputed Claims CARESTREAM HEALTH: Court Confirms Prepackaged Restructuring Plan CC HILLCREST: Has Interim OK to Access Cash Collateral CELSIUS NETWORK: Appoints Ferraro as Chief Restructuring Officer CHAMP ACQUISITION: S&P Raises First-Lien Debt Rating to 'B+' CINEWORLD GROUP: Cineplex's Push for Payout Held Up by Bankruptcy CLAIM JUMPER: Case Summary & 30 Largest Unsecured Creditors CLARUS THERAPEUTICS: Auction Sale of All Assets Set for Oct. 13 COAL NETWORK: Gets Cash Collateral Access on Final Basis COASTAL DRILLING: Wins Cash Collateral Access CPE FEEDS: Transfer of Hockley Co. Elevator to Skains Estate Okayed CPM HOLDINGS: S&P Upgrades ICR to 'B', Outlook Stable CROSSLINKS FAMILY: Wins Cash Collateral Access on Interim Basis DIXWELL PHARMACY: Case Summary & 20 Largest Unsecured Creditors DOLPHIN ENTERTAINMENT: All Six Proposals Passed at Annual Meeting EDGEWORX INC: Lender Notices Oct. 18 Auction for Assets ELECTRIC LAST MILE: Auction Sale of All Assets Set for Oct. 6, 2022 ELECTRONICS FOR IMAGING: S&P Affirms 'B-' Issuer Credit Rating EMERALD ELECTRICAL: Seeks to Hire Keck Legal as Bankruptcy Counsel ENDO INT'L: FTC Wants to Revive Antitrust Appeal Despite Bankruptcy ENVEN ENERGY: Fitch Puts 'B-' LongTerm IDR on Watch Positive EYP GROUP: Amends Plan; Confirmation Hearing Nov. 1 FANNIE MAE: Appoints Priscilla Almodovar as CEO, Director FIGUEROA MOUNTAIN: Court OKs 16th Cash Collateral Stipulation FUSION PROMOTIONS: Wins Cash Collateral Access on Final Basis GARUDA INDONESIA: Seeks U.S. Recognition of Indonesian Plan GARY S. MERCADO: $1.1MM Sale of Fort Lauderdale Property Approved GENEVER HOLDINGS: Unsecureds to be Paid in Full in Bravo Luck Plan GENOCEA BIOSCIENCES: $2M Sale of ATLAS Platform IP to Harpy Granted GLEAMIN INC: Court OKs Cash Collateral Access GLOBAL ALLIANCE: Wins Cash Collateral Access Thru Oct 14 GREAT PANTHER: Receives TSX Delisting Notice After BIA Proposal GT REAL ESTATE: Amends Class 5 Claims; Confirmation Hearing Nov. 16 GULF COAST BRAKE: Taps Hartiens & Faulk as Accountant HAMMERTOWN LLC: Amends PayPal Unsecured Claims Pay Details HARVEST MIDSTREAM I: Fitch Affirms 'BB-' LongTerm IDR HAUSER INC: Seeks to Hire Wernette Heilman as Legal Counsel HONX INC: Blocks USVI Asbestos Cases With Bankruptcy, Say Creditors HOPE TRUCKER: DIP Loans, Cash Access Thru March 2023 OK'd HUMANIGEN INC: Timothy Morris Quits as CFO, COO HYPERFUSION LLC: Seeks to Hire Barron & Newburger as Legal Counsel INFOBLOX INC: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative INTEGRATED VENTURES: Incurs $566K Net Loss in FY Ended June 30 IONIX TECHNOLOGY: Delays Filing of Form 10-K for Year Ended June 30 ISAGENIX WORLDWIDE: S&P Downgrades ICR to 'D' on Missed Payments J MORALES: Wins Cash Collateral Access on Final Basis J&J CONSTRUCTION: Has Interim OK to Use Cash Collateral JAFFAN INTERNATIONAL: Wins Cash Collateral Access Thru Oct 13 JAGUAR HEALTH: All Proposals Passed at Special Meeting JOHNSTONE FAMILY: Seeks to Hire Hester Baker as Legal Counsel KAPCO FOODS: Wins Interim OK to Access Cash Collateral KENAN ADVANTAGE: S&P Upgrades ICR to 'B', Outlook Stable KEYS MEDICAL STAFFING: Wins Cash Collateral Access Thru Oct 13 KINSEY & KINSEY: Wins Interim Cash Collateral Access Thru Dec 30 KR CITRUS: Wins Continued Cash Collateral Access Thru Dec 20 LEAFBUYER TECHNOLOGIES: Posts $956K Net Income in FY Ended June 30 LEVEL FOUR ORTHOTICS: Taps Kroll as Administrative Advisor LIBERTY POWER: Has Deal on Cash Collateral Access LIGHT & WONDER: Completes OpenBet Divestiture LUCKY BUCKS: S&P Cuts ICR to 'CCC' on Liquidity Shortfall Risk LV FORTUNE: Case Summary & 20 Largest Unsecured Creditors MADJAK LLC: Seeks Cash Collateral Access MIRACLE CENTER: Seeks Cash Collateral Access Thru Dec 31 MO-PAT SUNRISE: Case Summary & One Unsecured Creditor MONTAUK CLIFFS: $25M Sale of Montauk Property to REO LLC Approved MUSCLEPHARM CORP: Appoints Gary Shirshac as Interim CFO NEONODE INC: All Three Proposals Passed at Annual Meeting NERAM GROUP: Wins Cash Collateral Access Thru Feb 2023 NEXTSPORT INC: Has Cash Collateral Access Thru Dec 31 NICK'S CREATIVE: Wins Cash Collateral Access Thru Oct 25 O&A ENTERPRISES: $1.6M Sale of Assets to Iles Funeral Homes Granted O'BRIEN FAMILY: Allowed to Amend Order on Ft. Lauderdale Asset Sale OC 10753 SUBWAY: Continued Operations to Fund Plan Payments OLYMPIA SPORTS: Wins Interim Cash Collateral Access PECOS ENTERTAINMENT: Case Summary & 20 Top Unsecured Creditors PG&E CORP: Fire Victim Trust Settles Lawsuit for $117 Million PHIO PHARMACEUTICALS: Interim Executive Chairman Named PHOENIX SERVICES: Cash Collateral Access, $125MM of DIP Loans OK'd PHOENIX SERVICES: Files Voluntary Chapter 11 Bankruptcy Petition PHUNWARE INC: Randall Crowder Quits as Director PIPELINE HEALTH: Case Summary & 30 Largest Unsecured Creditors PLATFORM II LAWNDALE: Wins Cash Collateral Access Thru Oct 31 PROFESSIONAL DIVERSITY: Buys 9% Stake in Koala Crypto for $1.35M QST INGREDIENTS: Wins Cash Collateral Access Thru Oct 22 QUANTUM CORP: Appoints Two New Directors QUOTIENT LIMITED: Two Directors Resign From Board REINSURANCE GROUP: Fitch Assigns 'BB+' Rating on $700MM Sub. Debt REVLON INC: Deadline to File Claims Set for Oct. 24 REVLON INC: Lenders Urge 2nd Circuit to Hear Fight With Citibank REWALK ROBOTICS: Takes Another Step Toward Medicare Coverage ROJO'S FAMOUS: Files Emergency Bid to Use Cash Collateral ROSAMOND 5 PROPERTIES: Files for Chapter 11 Bankruptcy Protection SCUNGIO BORST: $19K Sale of Pro-Line Boat and Trailer Approved SEAHORSE RESTAURANTS: Wins Cash Collateral Access Thru Oct 13 SILVER STATE: Amends Class 1 & 2C Unsecured Claims Pay Details SOUTHGATE TOWN: Seeks Cash Collateral Access STERLING VA MARLIN: Taps Milledge Law Firm as Bankruptcy Counsel TOP LINE: FDC EPC Buying Substantially All Assets for $2.5-Mil. TOUCHPOINT GROUP: Issues $71K Secured Promissory Note to Mast Hill TPC GROUP: Fine-Tunes Plan Documents TPT GLOBAL: CEO Cancels Reverse Split UNITI GROUP: Fitch Affirms LongTerm IDR at 'B+', Outlook Stable VERSACE BERTONI: Case Summary & 12 Unsecured Creditors VOYAGER DIGITAL: CFO Prithipaul to Exit Months After Appointment WATER WIND: Taps Cushman & Wakefield as Appraiser WILLIAMS LAND: Taps Stevens Martin Vaughn & Tadych as Legal Counsel WRIGHT EXPERIENCE: Taps Law Office of Henry McLaughlin as Counsel XEBEC ADSORPTION: Obtains Creditor Protection Under CCAA [*] 38 Olshan Attorneys Selected to Super Lawyers(R) 2022 [*] NACTT Supports Amendments to Existing Bankruptcy Code [*] PKF O'Connor Hires Neil Canty as Managing Director [^] Large Companies with Insolvent Balance Sheet ********* 3333 ALPHARETTA: Medical Office Building Files for Chapter 11 ------------------------------------------------------------- 3333 Alpharetta Lifehope 10 Acre Land LLC filed for chapter 11 protection in the Northern District of Georgia. The Debtor is a Georgia-based company that owns a commercial rental property located at 3333 Old Milton Parkway, Alpharetta, Georgia 30005. The Property is a medical office building. Lender Capital One, N.A., says the Debtor is not the owner of the real property underlying the office building. Rather, the Debtor is the ground lessee of the Property pursuant to a long term ground lease. Capital One holds senior liens and security interests in substantially all of the Debtor's assets as security for a Loan with a balance in excess of $28 million. Capital One says the Debtor has been in default of its obligations under the Capital One loan documents since at least January 2022. The Debtor's defaults have included, among other things: (i) the Debtor's failure to make any debt service payments to Capital One during calendar year of 2022; (ii) the Debtor's failure to pay a number of monthly rent payments due under the ground lease of the Property; (iii) the Debtor's failure to pay property taxes when due; (iv) the Debtor's failure to maintain insurance; and (v) the Debtor's complete refusal to provide even basic financial information and reports to Capital One. In addition, at least since May 2022, the Debtor has been diverting rents from the Property by failing to deposit those rents in the designated operating account as required under the Capital One loan documents. For many months, Capital One has attempted to work with the Debtor to resolve all of these various defaults as the Debtor promised it was working to refinance the Loan or to sell the Property. At every stage, the Debtor has refused to honor its commitments under each new agreement. Finally, Capital One commenced an action for the appointment of a receiver in the Superior Court of Fulton County, Georgia on August 31, 2022. Even though the Debtor had stipulated to this remedy, the Debtor commenced this Bankruptcy Case on the eve of the hearing on Capital One's motion for receiver. 333 Alpharetta listed total debt of $10 million to $50 million and between 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. About 3333 Alpharetta Lifehope 3333 Alpharetta Lifehope 10 Acre Land LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 3333 Alpharetta Lifehope 10 Acre Land LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-57594) on September 23, 2022. In the petition filed by Scott C Honan, as designated manager, the Debtor reported assets between $50 million and $100 million and estimated liabilities between $10 million and $50 million. The Debtor is represented by Will B. Geer of Rountree, Leitman, Klein & Geer, LLC. 511 LOGISTICS: Continued Operations to Fund Plan Payments --------------------------------------------------------- 511 Logistics, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization under Subchapter V dated September 27, 2022. Debtor was incorporated in the State of Georgia in 2019. As its business, Debtor owns a trucking company located at 2359 Windy Hill Road, Suite 280, Marietta, Georgia 30067 (the "Business"). Debtor's sole shareholder and CFO is Kevin Edwards. On or around December 18, 2020, Debtor leased a fleet of trucks and trailers from Penske Truck Leasing Co., L.P. to provide general freight services. On or around June 23, 2022, Penske sent Debtor a Notice of Event of Default stating that Debtor owed Penske $254,303.79 and giving Debtor five days to make such payment. Debtor filed bankruptcy on June 30, 2022 to reorganize its financial affairs without the threat of collection. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 5 consists of the Secured Claim of Dakota Financial, LLC. Debtor will pay the Class 5 Secured Claim as follows: (i) payments of $322.22 each beginning on the 5th day of the first full month following the Effective Date and continuing on the 5th day of each subsequent month for a total of sixty months, and (ii) a payment of all outstanding principal and interest on the Class 5 Secured Claim on the 5-year anniversary of the Effective Date such that all payments are made within the first five years of this Plan. Interest shall accrue on the principal balance of the Class 5 Secured Claim at the annual rate of 5.5% from the Effective Date. The Holder of the Class 5 claim is impaired. Class 6 consists of the Secured Claim of Jordan Truck Sales, Inc. ("JTS"). Debtor will pay the Class 6 Secured Claim as follows: (i) payments of $168.55 each beginning on the 5th day of the first full month following the Effective Date and continuing on the 5th day of each subsequent month for a total of sixty months, and (ii) a payment of all outstanding principal and interest on the Class 6 Secured Claim on the 5-year anniversary of the Effective Date such that all payments are made within the first five years of this Plan. Interest shall accrue on the principal balance of the Class 6 Secured Claim at the annual rate of 5.5% from the Effective Date. The Holder of the Class 6 claim is impaired. Class 7 consists of the Secured Claims of Atipana Capital LLC and Cash Coin LLC. There are no unencumbered assets to which the Asserted Atipana Class 7 Claim or the Asserted Cash Coin Class 7 Claim attaches. Accordingly, upon the Confirmation Date, the Atipana UCC and the Cash Coin UCC shall be and are null, void, and satisfied as to all of Debtor's assets. The balance of the Asserted Atipana Class 7 Claim and the Asserted Cash Coin Class 7 Claim (i.e., $179,000.00) shall be classified and treated as a Class 8 General Unsecured Claim. The Holders of the Class 7 claims are impaired. Class 8 consists of general unsecured claims not otherwise specifically classified in the Plan, including deficiency claims pursuant to 11 U.S.C. § 506 and any Allowed rejection damages. Debtor will pay the Holders of Class 8 General Unsecured Claims in accordance with the Plan Payment Procedures. Notwithstanding anything else in this Plan to the contrary, any Class 8 Claim shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor and Debtor's obligations hereunder shall be reduced accordingly. The Class 8 Claims are Impaired. The allowed unsecured claims total $200,953.89. Class 9 consists of the Interest Claims (i.e. the claim of Debtor's sole owner based upon ownership of Debtor). Kevin Edwards will retain his 100% interest in the Debtor. The source of funds for the payments pursuant to the Plan is Debtor's continued operations. "Administrative and General Unsecured Creditors Payment" means all of the projected disposable income of the debtor to be received in the three-year period beginning on the date that the first payment is due under this Plan, which will be applied to make payments under the Plan. Debtors shall pay the Administrative and General Unsecured Creditors Payment in satisfaction of its obligations to (i) Allowed Administrative Expense Claims and (ii) Class 8 General Unsecured Claims. A full-text copy of the Plan of Reorganization dated September 27, 2022, is available at https://bit.ly/3Spq6eR from PacerMonitor.com at no charge. Attorneys for Debtor: Cameron M. McCord, Esq. Jones & Walden, LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Telephone: (404) 564-9300 About 511 Logistics Inc. 511 Logistics, Inc. is a licensed and bonded freight shipping and trucking company running freight hauling business from Union City, Ga. 511 Logistics filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-54893) on June 30, 2022, listing up to $50,000 in assets and up to $1 million in liabilities. Gary M. Murphey has been appointed as Subchapter V trustee. Judge Wendy L. Hagenau oversees the case. Leon S. Jones, Esq., at Jones & Walden, LLC is the Debtor's legal counsel. ACASTI PHARMA: All Five Proposals Passed at Annual Meeting ---------------------------------------------------------- Acasti Pharma Inc. announced the voting results from its Annual General and Special Meeting of Shareholders, which was held virtually. All five nominees listed in the proxy statement dated Aug. 31, 2022, being Jean Marie (John) Canan, Jan D'Alvise, Donald Olds, Vimal Kavuru and Michael L. Derby were elected as directors of Acasti at the Meeting to serve for a term that expires at the 2023 annual meeting of Acasti shareholders or until their successors are duly elected or appointed, unless such office is earlier vacated in accordance with Acasti's by-laws. The Company thanks Dr. Roderick Carter for his board service and chairmanship over the last seven years, and Dr. William Haseltine for his board service over the last year. At the Meeting, KPMG LLP was reappointed as the Company's independent auditor for the ensuing year and the directors of the Company were authorized to fix the auditor's remuneration. At the Meeting, shareholders passed an advisory (non-binding) resolution approving the compensation of Acasti's named executive officers. In August 2022, the board of directors of Acasti approved amendments to the existing limits of common shares reserved for issuance under the Company's equity incentive plan to set the total number of Common Shares reserved for issuance pursuant to awards granted under the Equity Incentive Plan to an aggregate number that shall not exceed 20% of the issued and outstanding Common Shares as of July 28, 2022, representing 8,898,838 Common Shares, which limit shall include Common Shares issuable pursuant to options issued under the Stock Option Plan. In August, 2022, the Board also approved amendments to the existing limits of Common Shares reserved for issuance under the Company's stock option plan, to increase the number of Common Shares that may be issued upon the exercise of all options granted under the plan from 10% of the issued and outstanding Common Shares from time to time to 20% of the issued and outstanding Common Shares as of July 28, 2022, representing 8,898,838 Common Shares, which includes the 4,251,881 Common Shares currently reserved for outstanding options under the Stock Option Plan and which limit shall also include Common Shares issuable pursuant to any awards issued under the Equity Incentive Plan. At the Meeting, disinterested shareholders approved the amendments described above to the Stock Option Plan and the Equity Incentive Plan. New GHR and Audit Committee Composition Mr. John Canan, director, has been appointed as member of the Governance & Human Resources Committee of the Board, succeeding Dr. Roderick Carter. The Governance & Human Resources Committee is now composed of Mr. Donald Olds, Chair, Mr. Vimal Kavuru and Mr. John Canan. Mr. Michael Derby, director, has been appointed as member of the Audit Committee of the Board, succeeding Dr. Roderick Carter. The Audit Committee is now composed of Mr. John Canan, Chair, Mr. Donald Olds and Mr. Michael Derby. Grant of Stock Options An aggregate of 220,000 stock options were granted to certain directors of the Company under the Company's Stock Option Plan. The stock options were granted by the Board of Directors as part of the Company's annual performance review in accordance with the Company's long-term incentive program (LTIP) and upon the recommendation of the Company's external compensation consultant. Subject to the terms and conditions of the Stock Option Plan, options granted to directors will vest in equal monthly installments over a period of 12 months. Each option will entitle the holder to purchase one Common Share of Acasti at a price of CDN$ 0.80 per share, until Sept. 28, 2032. About Acasti Pharma Acasti Pharma Inc. -- http://www.acastipharma.com-- is a late-stage specialty pharma company with drug delivery capability and technologies addressing rare and orphan diseases. Acasti's novel drug delivery technologies have the potential to improve the performance ofcurrently marketed drugs by achieving faster onset of action, enhanced efficacy, reduced side effects, and more convenient drug delivery -- all which could help to increase treatment compliance and improve patient outcomes. Acasti reported a net loss and comprehensive loss of $9.82 million on zero revenue for the year ended March 31, 2022, a net loss and comprehensive loss of $19.68 million on $196,000 of revenues for the year ended March 31, 2021, a net loss and comprehensive loss of $25.51 million for the year ended March 31, 2020, and a net loss and total comprehensive loss of $39.37 million. As of March 31, 2022, the Company had $128.62 million in total assets, $20.35 million in total liabilities, and $108.27 million in total shareholders' equity. ADAMIS PHARMACEUTICALS: Reviewing Strategic Alternatives -------------------------------------------------------- Adamis Pharmaceuticals Corporation, a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including allergy, opioid overdose, respiratory and inflammatory disease, on Oct. 3 disclosed that following the recently announced halting of the Company's Phase 2/3 clinical trial examining the effects of Tempol in high risk subjects with early COVID-19 infection, it has initiated a process to explore a range of strategic and financing alternatives focused on maximizing stockholder value. Potential alternatives that may be explored or evaluated include a partnership or sale of one or both of the Company's commercial products SYMJEPI(R) and ZIMHI(R), a merger, sale, or reverse merger of the Company, and/or seeking additional financing. As part of this process, the Company has engaged the investment bank Raymond James & Associates, Inc. to act as strategic advisor to assist the Company in evaluating certain alternatives. There can be no assurance that this strategic review process will result in the Company pursuing any transaction or that any transaction, if pursued, will be completed. The Company has not established a schedule for completion of this strategic review process, nor has it made any definitive decisions at this time related to strategic alternative transactions. If the Company is unable to complete a transaction, it may be required to seek bankruptcy protection or other alternatives for restructuring and resolving its liabilities. The Company does not expect to disclose or provide an update concerning developments related to this process until the Company enters in definitive agreements or arrangements with respect to a transaction or otherwise determines that other disclosure is necessary or appropriate. The Company is also reviewing and intends to pursue expense reduction alternatives and measures which may include, without limitation, employee headcount reductions and reduction or discontinuation of certain product development programs. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) -- 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. AEARO TECHNOLOGIES: Tort Committee Seeks to Hire Special Counsel ---------------------------------------------------------------- The official committee of tort claimants of Aearo Technologies, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Brown Rudnick, LLP as special counsel. The committee, which represents holders of tort claims related to the use of combat arms earplugs, requires a special counsel to: a. represent the committee in contested matters and adversary proceedings; b. prepare legal papers and represent the committee at hearings; c. represent the committee in connection with any litigation that may arise in connection with the Debtor's Chapter 11 case or any related proceedings; d. represent the committee in connection with pending, threatened or contemplated litigation regarding any plan of reorganization or liquidation; e. advise the committee on issues concerning the appointment of a trustee or examiner; and g. provide other necessary legal services to the committee. The firm will be paid at these rates: Partners $620 to $2,100 per hour Counsels $480 to $1,450 per hour Associates $420 to $975 per hour Paralegals $395 to $490 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Cathrine Castaldi, Esq., a partner at Brown Rudnick, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cathrine M. Castaldi, Esq. Brown Rudnick, LLP 2211 Michelson Dr., Seventh Floor Irvine, CA 92612 Telephone: (949) 752-7100 Email: ccastaldi@brownrudnick.com About Aearo Technologies Aearo Technologies, LLC -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Indianapolis-based company serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies listed $1 billion to $10 billion in both assets and liabilities. The Debtors tapped Kirkland & Ellis and Ice Miller, LLP as bankruptcy counsels; McDonald Hopkins, LLC as special counsel; Bates White, LLC as claims valuation consultant; AP Services, LLC as restructuring advisor; and Kroll, LLC as claims agent and noticing agent. John R. Castellano, managing director at AlixPartners LLP, an affiliate of AP Services, serves as the Debtors' chief restructuring officer. The U.S. Trustee for Region 10 appointed two separate official committees to represent tort claimants in the Debtors' cases. The tort claimants assert claims related to the use of faulty combat arms earplugs and respirators manufactured by the companies. AGWAY FARM: Auction of Brand/Trademark & Other Assets on Oct. 12 ---------------------------------------------------------------- Judge J. Kate Stickles of the U.S. Bankruptcy Court for the District of Delaware authorized Agway Farm & Home Supply, LLC's bidding procedures in connection with the sale of the following assets: (i) brand/trademark portfolio, domain name/registration, dealer agreements and customer list (collectively, the "IP") for $627,500 and certain equipment for $97,500, all as set forth in the schedules to the Agreement, to True Value Co., L.L.C, subject to overbid; and (ii) any or all other remaining assets. The Debtor is authorized to take any and all actions necessary or appropriate to implement the Bidding Procedures. True Value Company, L.L.C. is approved as the Stalking Horse Bidder for the Purchased Assets, in accordance with the terms of the Agreement. Florida Hardware, LLC is approved as the Stalking Horse Bidder for the Inventory Assets, in according with the terms of the FL Hardware APA. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 10, 2022, at 5:00 p.m. b. Initial Bid: Each Bid must clearly show the amount of the purchase price and if a bid is for more than one Asset, an allocation of the purchase price across the individual Assets. In addition, a Bid (either standing alone or in combination with other Bids) for the Purchased Assets must include a cash purchase price that is in an amount equal to at least $819,250, which consists of (i) the consideration set forth in the Agreement in the amount of $725,000, plus (ii) $72,500, plus (iii) the amount of the Break-up Fee of $21,750. c. Deposit: $108,750 to be held in trust by the Debtor's counsel d. Auction: If the Debtor receives one or more Qualified Bids by the Bid Deadline, the Auction will take place on Oct. 12, 2022 at 10:00 a.m., at the offices of Morris James, 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801, or such other place as the Debtor, in consultation with the Consultation Parties will notify all proposed attendees. All parties other than the Debtor's local counsel may attend the Auction via Zoom video conference pursuant to instructions to be provided no later than 24 hours prior to the Auction. e. Bid Increments: $10,000 f. Sale Hearing: Oct. 14, 2022, at 12:00 p.m. g. Sale Objection Deadline: Oct. 7, 2022, at 4:00 p.m. h. The proposed form of Sale Order will be filed no later than Oct. 13, 2022, at 4:00 p.m. A hearing on the Motion was held on Sept. 22, 2022, at 10:00 a.m. The Objection Deadline was Sept. 15, 2022, at 4:00 p.m. A copy of the Bidding Procedures and the Agreement is available for free at https://tinyurl.com/2j2dftu6 from PacerMonitor.com free of charge. 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, 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. AIKIDO PHARMA: Unit Inks 7-Year Lease Agreement With Trump Tower ---------------------------------------------------------------- Dominari Financial, Inc., a wholly owned subsidiary of AIkido Pharma, Inc., entered into a Lease Agreement with Trump Tower Commercial LLC, a New York limited liability company. Pursuant to the Lease, Dominari will rent a portion of a floor at 725 Fifth Avenue, New York, New York. Dominari plans to use the Premises to run its day-to-day operations. The initial term of the Lease is seven years commencing on the date that possession of the Premises is delivered to Dominari. Pursuant to the Lease, Dominari will pay rent equal to forty-nine thousand three hundred and sixty-eight dollars per month. Effective for the sixth and seventh years of the Lease, the rent shall increase to fifty-one thousand eight hundred and sixty-eight dollars per month. About AIkido Pharma Headquartered in New York, NY, AIkido Pharma Inc. fka Spherix Incorporated -- http://www.spherix.com-- was initially formed in 1967 and is a biotechnology Company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics. The Company's platform consists of patented technology from leading universities and researchers, and the Company is currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and University of Maryland at Baltimore. The Company's diverse pipeline of therapeutics includes therapies for pancreatic cancer, prostate cancer. The Company is constantly seeking to grow its pipeline to treat unmet medical needs in oncology. The Company is also developing a broad-spectrum antiviral platform that may potentially inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus. Aikido reported a net loss of $7.17 million for the year ended Dec. 31, 2021, compared to a net loss of $12.34 million for the year ended Dec. 31, 2020. As of March 31, 2022, the Company had $117.95 million in total assets, $895,000 in total liabilities, $11 million in Series O redeemable convertible preferred stock, $11 million in Series P redeemable convertible preferred stock, and $95.05 million in total stockholders' equity. ALLIANCE HOSPITALITY: American Inn Hits Chapter 11 Bankruptcy ------------------------------------------------------------- Alliance Hospitality LLC, d/b/a American Inn, filed for chapter 11 protection in the District of Nebraska. The Debtor is a hotelier that operates a hotel located at 1419 West 3rd Street, Alliance, NE 69301. As with millions of businesses throughout the United States in the past three years, the COVID-19 epidemic has taken its toll on Debtor's operations. This was and is particularly true for the hotel industry as a whole, which saw a nearly unrivaled downturn in business, leading one commentator to state, "as the COVID-19 crisis progresses, the impact to the travel industry is nine times worse than 9/11, with forecasted occupancy rates for 2020 hitting record lows worse than rates in 1933 during the Great Depression." Building on this economic devastation, another commentator has noted that "the hotel and hospitality industry is not expected to make a full recovery until 2024 after being devastated by the coronavirus pandemic." During the Pandemic, the Debtor unsurprisingly saw a decrease in revenues and occupancy rates, though the Debtor did not see a proportionate reduction in its debt service obligations. The Debtor and the City of Alliance were not immune to these challenges and Debtor, ultimately, defaulted under the terms of its loan with Northeast Bank, which began foreclosure proceedings. In order to stave off the impending trustee's sale, Debtor left with little choice other than to seek protection under Chapter 11 in an effort to restructure and reduce its secured debts. Alliance Hospitality estimates less than $10 million in total debt and between 1 and 49 creditors. The petition states that funds will not be available to unsecured creditors. About Alliance Hospitality Alliance Hospitality LLC operates the hotel American Inn at 1419 West 3rd Street, Alliance, NE 69301. On Sept. 26, 2022, Alliance Hospitality LLC, d/b/a American Inn, filed for chapter 11 protection (Bankr. D. Neb. Case No. 22-40840). In the petition filed by Anupam Dave, as member, the Debtor reported assets and liabilities between $1 million and $10 million and estimated Liabilities between $500,000 and $1 million. The Debtor is represented by Patrick Raymond Turner of Turner Legal Group, LLC. BAUSCH HEALTH: S&P Lowers ICR to 'SD' on Distressed Exchange ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Bausch Health Cos. Inc. (BHC) to 'SD' (selective default) from 'CC'. At the same time, S&P lowered its issue-level rating on the unsecured notes to 'D' from 'CC'. The downgrade follows the completion of BHC's distressed debt exchange with its creditors.The transaction involved the exchange of approximately $5.59 billion of unsecured senior notes (about 47.5% of the principal amount outstanding) for a combination of new first-lien and second-lien secured notes issued by BHC, and new secured intermediate holdco notes issued by an unrestricted subsidiary of BHC holding 38.6% of Bausch + Lomb (B+L) equity. S&P views the exchange as distressed as noteholders will be receiving much less value than originally promised: between 44 and 72 cents on the dollar, depending on the tranche, for an overall average of approximately 56 cents on the dollar. S&P said, "We plan to raise our issuer credit rating on the company, raise our issue-level ratings on its existing unsecured debt, and assign ratings on its new debt in the near term.Over the coming days, we will most likely raise our issuer credit rating on BHC to 'CCC+', reflecting longer term issues surrounding the sustainability of the capital structure despite the reduction in leverage provided by this transaction. We are also likely to lower our issue-level and recovery ratings on BHC's senior secured credit facilities to 'B-' from 'B', reflecting the increased proportion of debt at the senior secured level within the capital structure. "Due to a processing error, we incorrectly displayed ratings on the 11% notes due 2028 and the 14% notes due 2030 on Sept. 19, 2022. We are correcting this error by withdrawing these ratings. We intend to rate these issues in the coming days when we reassess Bausch's capital structure." BED BATH & BEYOND: Posts $366.2 Million Net Loss in Second Quarter ------------------------------------------------------------------ Bed Bath & Beyond Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $366.16 million on $1.44 billion of net sales for the three months ended Aug. 27, 2022, compared to a net loss of $73.21 million on $1.98 billion of net sales for the three months ended Aug. 28, 2021. For the six months ended Aug. 27, 2022, the Company reported a net loss of $723.82 million on $2.90 billion of net sales compared to a net loss of $124.10 million on $3.94 billion of net sales for the six months ended Aug. 28, 2021. As of Aug. 27, 2022, the Company had $4.66 billion in total assets, $5.24 billion in total liabilities, and a total shareholders' deficit of $577.65 million. Liquidity and Capital Resources The Company had cash, cash equivalents and restricted cash of $166.7 million as of Aug. 27, 2022, a decrease of approximately $304.2 million as compared with Feb. 26, 2022, driven by working capital investments in inventory, as well as $226.5 million in capital expenditures and $43.2 million in share repurchases, partially offset by borrowings under the Company's ABL Facility of $550.0 million and net cash used in operating activities of $582.4 million for the six months ended Aug. 27, 2022. As of Aug. 27, 2022, the Company had approximately $315.0 million of available borrowing capacity under its ABL Facility. Subsequent to the end of the second quarter of fiscal 2022, the Company entered into an amendment, which expanded its ABL Facility to $1.130 billion and entered into a new FILO Facility of $375.0 million. As of the end of fiscal September 2022, the Company's current available borrowing capacity was approximately $690.0 million. The Company stated, "We are required to perform a two-step analysis of our ability to continue as a going concern. It must first evaluate whether there are conditions and events that raise substantial doubt about our ability to continue as a going concern (Step 1). If we conclude that substantial doubt is raised, it is also required to consider whether our plans alleviate that doubt (Step 2). "Management's assessment included the preparation of cash flow forecasts. Management has implemented or expects to implement various strategic actions including permanently closing stores that are deemed to be performing below expectations, reducing its workforce, deferring or eliminating certain capital expenditures and reducing other operating expenses to ensure alignment with customer demand and its go-forward strategy. "We believe that available cash and cash equivalents, the cash provided by future operating activities, and availability under its recently increased ABL credit facility and its new FILO credit facility should enable us to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued. If we encounter unforeseen circumstances that place further constraints on its capital resources, management will be required to take various additional measures to conserve liquidity, which could include, but not necessarily be limited to, reducing capital expenditures, and controlling overhead expenses. Management cannot provide any assurance that our efforts will be successful. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. "We have the ability to continue to borrow under our ABL Facility, subject to customary conditions, including no default, the accuracy of representations and warranties, and borrowing base availability. The ABL Facility matures on August 9, 2026. Our ability to borrow under the ABL Facility is based upon a specified borrowing base consisting of a percentage of our eligible inventory and credit card receivables as defined in the ABL Facility, net of applicable reserves. "In addition, on August 31, 2022, subsequent to the end of the second quarter of fiscal 2022, we established an at the market equity distribution program ... under which we may offer and sell up to a maximum of 12 million shares of common stock. The potential proceeds from the ATM Program are expected to be used for a number of corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital or capital expenditures, acquisitions and other investments. Since the end of the fiscal second quarter, we have sold approximately 3.0 million shares for approximately $30.0 million of proceeds under the ATM Program. "We are considering liability management transactions with particular focus on the 2024 bonds. Transactions could be launched in the third quarter of fiscal 2022 and could include offers to exchange our current debt for new longer tenured debt or equity at exchange ratios related to the then-current value of the current debt. However, the transactions could take other forms or might not be launched at all." Management Commentary Sue Gove, Director & Interim CEO of Bed Bath & Beyond said, "Our results for the second quarter came in as previously expected and announced. While our sales and profit results do not yet reflect the strategic and financial actions we have initiated to change our performance, they do demonstrate sequential progress in several key areas. In the first quarter, we experienced a significant dislocation between sales and inventory that we began to address immediately during the second quarter. Aggressive inventory optimization actions, including accelerated markdowns and strategic promotions, led to double digit improvement in this gap. Working with our supplier partners has also been an important focus area and our payables are considerably healthier than in the prior quarter as evident on our balance sheet. Ms. Gove continued, "Although still very early, we are seeing signs of continued progress as merchandising and inventory changes begin. For example, we have seen positive sales trends where in-stock positions and visual merchandising have improved. Our Welcome Rewards loyalty program also continues to gain momentum with membership expanding by more than 1.3 million since the end of August, for a total of 6.4 million members since launching this summer. Enrolled members represent more frequent purchases and higher transaction values across all three banners. Our buybuy BABY business continues to hold market share relative to other mass market retailers in today's highly competitive environment. We are enhancing our capabilities while leveraging Welcome Rewards, such as the relaunch of our Baby registry business later this fiscal year, increasing the effectiveness of marketing investments, and realizing the strategic shift of our merchandise assortment which had minimal impact in this quarter, all targeted to drive customers and top-line growth." "We have worked quickly to deploy strategic and financial changes swiftly to increase cash through business growth and lowering our cost structure by approximately $250 million in the second half of fiscal 2022, or an expected $500 million on an annualized basis. We are confident that our current liquidity will enable the necessary changes we are implementing. I want to thank our teams for their proven dedication and resilience during this extraordinary and important time for our organization. We are more focused than ever on demonstrating improvement in the coming quarters. Regaining market share and enhancing liquidity are our top priorities." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/886158/000088615822000150/bbby-20220827.htm About Bed Bath & Beyond Bed Bath & Beyond Inc. and subsidiaries is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. * * * As reported by the TCR on July 22, 2022, Moody's Investors Service downgraded Bed Bath & Beyond Inc.'s corporate family rating to Caa2 from B2, its probability of default rating to Caa2-PD from B2-PD and its senior unsecured notes rating to Caa3 from B3. Moody's said the downgrades reflect the impact of Bed Bath's steep decline in revenues and EBITDA on its liquidity, free cash flow and credit metrics. Also considered are the challenges Bed Bath faces to restore its profitability. BIOLASE INC: To Buy All Med-Fiber Membership Interests for $2.2M ---------------------------------------------------------------- BIOLASE, Inc. has entered into a Membership Interest Purchase Agreement with Med-Fiber LLC, and Alexei Tchapyjnikov, an individual resident of the State of Maryland and sole member of Med-Fiber (the "Seller"), pursuant to which Biolase will purchase from the Seller, and the Seller will sell to Biolase, all of the issued and outstanding membership interests of Med-Fiber. Med-Fiber is a supplier of infrared transmitting fiber optics for laser power delivery applications in dermatology, ophthalmology, general surgery, and dentistry. The Purchase Agreement provides that Biolase will purchase the Membership Interests from the Seller for the purchase price of $2,200,000, subject to certain adjustments and the satisfaction of certain conditions. The Purchase Price for the Membership Interests is payable as follows: (i) $1,320,000 payable at the closing of the Transaction, subject to certain equipment delivery conditions, (ii) $440,000 payable upon the satisfaction of certain equipment processing conditions, and (iii) $440,000 payable upon the satisfaction of certain commercial ready stage conditions. The Purchase Agreement contains customary representations, warranties, and covenants made by the Company and the Seller, including, requisite approvals, liabilities, equipment and inventory, intellectual property, compliance with laws, and environmental matters, as well as indemnification of directors and officers, non-competition, and non-solicitation. The closing of the transaction is subject to the satisfaction or waiver of certain conditions including, among other things, (i) the accuracy of the representations and warranties set forth in the Purchase Agreement, subject to certain materiality qualifications, (ii) compliance by the parties with their respective covenants as set forth in the Purchase Agreement, (iii) no law or order preventing the Transaction, and (iv) satisfaction of certain equipment delivery conditions as set forth in the Purchase Agreement. The Purchase Agreement includes customary termination rights for Biolase, the Company, and the Seller. About Biolase BIOLASE, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. BIOLASE's proprietary laser products incorporate approximately 301 patented and 32 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.16 million for the year ended Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $50.85 million in total assets, $29.24 million in total liabilities, and $21.62 million in total stockholders' equity. BJ'S WHOLESALE: S&P Upgrades ICR to 'BB+', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised all its ratings on BJ's Wholesale Club Holdings Inc. (BJ's), including its issuer credit to 'BB+' from 'BB'. S&P also raised the issue-level rating on the company's term loan facility to 'BBB-' from 'BB+' commensurate with the issue-level rating. S&P's stable outlook on BJ's reflects the view that it will maintain leverage in the 2x range while continuing to invest cash flow generation majorly into growth initiatives. S&P said, "The upgrade reflects our expectation for better credit metrics over the next 12 months led by revenue growth and relatively consistent profitability.Performance metrics have remained strong this year and have tracked ahead of our expectations. For the first half of 2022, revenue increased more than 19% on growth in comparable sales, store openings, and the recent acquisition of certain operations of Burris Logistics. Revenue growth this year follows an 8% increase last year and 17% growth in 2020. BJ's, in our opinion, has benefitted from the company's customer value proposition, as middle-income customers stretch their discretionary income amid high inflation and economic volatility. In addition, we think this economic environment has helped drive trade-down demand. Moreover, we expect S&P Global Ratings-adjusted EBITDA margins to remain above long-term metrics prior to the pandemic. This is despite what we expect will be a modest moderation in profitability this year. We project S&P adjusted EBITDA margins in the high-6% to low-7% range, as compared to a low- to mid-6% range before 2020, in part because of efficiency initiatives and sales leveraging. We also believe margins will benefit from management's ability to successfully navigate and manage its merchandise mix. This leads us to believe that a focus on productivity, new store openings, and consumer demand will drive further growth. We also expect the near-term repayment of recent borrowings to result in improved credit metrics, including adjusted leverage in the 2x range. We have accordingly revised our financial risk profile assessment to intermediate from significant seeing increased headroom in credit metrics amid a relatively stable business model. "Management's business investments in store growth, omnichannel, and other initiatives will continue to support strong operating performance. BJ's management has continued to prioritize business reinvestment. BJ's has largely operated as regional competitor in the Eastern U.S. However, management has methodically focused on profitable expansion in existing and adjacent markets. This includes recent store openings in the Florida market, fill-in stores in existing markets like New Jersey and Virginia, and an expansion into the Midwest. We think this store growth will help to gradually improve BJ's geographic market position and scale operations over time. Moreover, we think store and efficiency initiatives will help boost performance over the long-term noting that both sales and adjusted EBITDA per store have improved over the last few years. "We also anticipate that merchandising initiatives, inventory management, and efficiency strategies will help support its long-term performance. We see these initiatives helping offset inflationary cost pressures in addition to cost associated with business investment. For example, we anticipate BJ's will methodically curate products to not only provide the right products in certain verticals but also enhance product diversity while maintaining margins. Enhanced merchandising along with product pricing around 25% lower than average retailers will help maintain consumer demand and traffic to BJ's stores. "Moreover, we expect management will focus investments on customer convenience, like its omnichannel initiatives. BJ's investments over the past few years have help improve its customer engagement options, providing various services to value-conscious customers. For example, the company provides curbside, delivery options, and in-club pick-up options in most of its clubs. In addition, most stores offer consumers convenient, on-site fuel stations. While historically not a profit driver, the company's fuel operations did boost profits this year. We however don't expect this trend will continue as fuel prices normalize. That said, fuel stations will remain a key convenience driver for consumers at BJ's warehouse operations. Moreover, the company recently introduced online SNAP payment options, which we think will help elevate consumer demand in a trade down environment. In addition, BJ's provides membership options that helps retain and engage customers like automatic renewal options. We think the continued focus on customer convenience will help maintain high membership renewal rates. "We believe BJ's will likely maintain a relatively steady and conservative financial policy.We see BJ's good financial position supported by solid and relatively steady cash flow generation. We also believe the company will prudently manage its leverage, as evidenced by the debt repayments over the last few years. This leads us to expect the company to continue to pay down borrowings over the near term. Moreover, we expect continued performance gains in addition to reduced debt to support S&P Global Ratings-adjusted leverage sustaining in the 2x range over the next 12 months. We also estimate the ratio of funds from operations (FFO) to debt tracking to mid-30% area and adjusted interest coverage around 6x over the same time frame. Our projection also incorporates reported free operating cash flow generation in the mid-$400 million or more annually. We believe the company will remain conservative in managing its financial policies, using internally generated cash flow to support growth and shareholder initiatives while maintaining consistent leverage. We hold this view despite the company not having a stated financial leverage target. "BJ's will remain a super-regional (and relatively smaller) competitor in the warehouse retailing space for the foreseeable future. The company maintains a well-established, but regionally concentrated market presence in the densely populated northeastern U.S. BJ's operates more than 230 stores, a significantly smaller store base and operating scale than its largest direct rivals, Costco and Sam's Club, an operating segment of Wal-Mart. While regionally focused, we think BJ's will sustain a good market position in the warehouse club sector. BJ's membership warehouse business is a low-margin, high-volume business, we think it will benefit from healthy membership renewal rates in the high-80% range that result in stable profitability. We also think BJ's successfully competes by offering more affordable packages of goods that cater to individual customers and middle-income families, a convenient shopping experience through its store and omni-channel presence, quality propriety brands, and attractive prices as compared to broad retailers. That said, the company's scale could create long-term risks because of improved resources and capabilities at larger competitors. "The stable outlook on BJ's reflects the belief that the company will maintain consistent performance trends, S&P Global Ratings-adjusted leverage in the 2x range, and consistent cash flow generation. "We could lower the rating on BJ's if we envision elevated financial risk, for example if adjusted leverage approached 3x on a sustained basis. Such a scenario would likely occur if the company pursued a more aggressive financial policy including debt-finance shareholder initiatives. This could also occur if BJ's competitive position weakened." S&P could raise its rating on BJ's if: -- Its competitive position improves because of significant increase its scale and geographic diversity; -- The company profitably expands its store base in its core and adjacent markets, thus growing its market share in warehouse, general merchandise, and grocery retail; and -- It maintains S&P Global Ratings-adjusted leverage in the 2x area, supported by a public financial policy target. ESG credit indicator: E2, S2, G2 BRODIE HOLDINGS: A&G Sold 21 Properties for US$18.4M at Auction --------------------------------------------------------------- In a sale process described by a federal judge as "well-run" and "greatly successful," A&G Real Estate Partners has sold 21 properties in Maryland, Delaware and Florida -- all assets formerly owned by the late Zebulon J. and Beatrice Brodie. In the August 16 bankruptcy auction, 19 properties in Maryland and one each in Delaware and Florida fetched a total of $18.4 million. Highlights included: * The $6.7 million sale to different buyers of four contiguous, largely undeveloped properties in a busy commercial district on Legion Road in Denton, MD. * The $1.5 million sale of the Carter Building at 300 Market Street in downtown Denton. * The $2.05 million sale of the Alexander Building at 315 High Street in Chestertown, MD. * The $2.2 million sale of 300 Bulle Rock Farm Lane in Centreville, MD -- a family compound formerly owned by John J. Raskob, builder of the Empire State Building. "A&G's comprehensive marketing campaign for this middle-market disposition triggered inquiries from more than 560 prospective buyers across the country, and nearly 50 of those interested parties eventually placed baseline, qualifying and/or prevailing bids, some for multiple properties," noted A&G Co-President Emilio Amendola, who heads the New York-based firm's real estate sales division. After two rounds of intense bidding, 13 different buyers secured properties at auction. When the final gavel hit, 20 of the 21 properties received higher bids than the initial baseline offering. All told, the sale sparked 77 qualified bids and created a gain for the creditors of more than 50 percent over baseline, or approximately $6.3 million. "It was another entertaining auction for a diverse group of engaged bidders, including investors, commercial tenants and even local residents looking to buy residential homes," Amendola said. "Competition creates value, and that's exactly what happened during this sale process" A developer and philanthropist, Zebulon J. Brodie founded South Shore Hospital in Miami and owned buildings, shopping centers and other businesses across Maryland's Eastern Shore. In addition to the retail, warehouse/industrial, mixed-use and office properties sold at auction, the Brodie portfolio included a waterside family compound at 300 Bulle Rock Farm Lane in Centreville. The 28.85-acre property boasts a massive equestrian building with a riding area, stalls and an observation platform. It was built in 1929, with a main house, pool and guest cottage. Buyers acquired nine income-producing sites in the auction along with various undeveloped parcels zoned for commercial use. All the properties were located in towns along Maryland's Eastern Shore, with the exceptions of a small commercial building in Miami and an undeveloped commercial parcel in Smyrna, DE. A&G was retained to direct the asset sales by trustee Zvi Guttman and his counsel, Shapiro Sher attorney Richard M. Goldberg. The assets were part of the Chapter 11 bankruptcy of Brodie Holdings LLC (Case No. 21-16309-TJC) and related entities filed in The U.S. Bankruptcy Court for the District of Maryland (Baltimore Division). During an August 18 hearing, U.S. Bankruptcy Court Judge Thomas J. Catliota lauded A&G's three-month execution of the portfolio sale, describing the process as "well-run" and noting its tight timetable. A&G, the judge said, executed "a very thorough marketing effort to create a market when there was a need to act very quickly . . . the process has been greatly successful in the view of the Trustee and his professionals, and it seems to me that is exactly correct." Additional detail on the assets is available in the original press release announcing the sale: https://www.agrep.com/index.php/who-we-are/press-releases/415-a-g-bankruptcy-sale-offers-a-total-of-21-properties-in-maryland-florida-and-delaware About Brodie Holdings Chestertown, Md.-based Brodie Holdings, LLC filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16309) on Oct. 5, 2021, listing as much as $10 million in both assets and liabilities. Harry Kaiser, managing member, signed the petition. Judge Thomas J. Catliota oversees the case. The Debtor tapped Tate M. Russack, Esq., at RLC, PA Lawyers & Consultants as legal counsel and Larry Strauss, Esq., CPA and Associates, Inc. as accountant. On Feb. 22, 2022, the court approved the appointment of Zvi Guttman as Chapter 11 trustee. The trustee tapped Shapiro Sher Guinot & Sandler as bankruptcy counsel; Gunster Yoakley & Stewart, PA as litigation counsel; and A & G Realty Partners, LLC as real estate advisor. BUCKINGHAM TOWER: Apartment Sale Proceeds to Fund Plan ------------------------------------------------------ Buckingham Tower Condominium, Inc. f/k/a Buckingham Owners, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a Small Business Subchapter V Plan dated September 27, 2022. The Debtor is a cooperative corporation which is in the process of converting to a condominium. It is in the business of owning and managing 25 Apartments, 24 of which of which are occupied by individual Shareholders and their families; one of which is occupied by the Building's superintendent. The Apartments are located in the Building. The Building is managed by the Condo Association to which the Debtor pays monthly maintenance charges. There are 89 individual units in the Building – approximately 65 of which have been converted into condominiums and 24 of which remain cooperative apartments within the condominium. The 25 Apartments comprise the Debtor's assets. Pre-petition, the Debtor was exploring funding a plan through: (i) the sale of some of the apartments in a block; (ii) common charges generated; (iii) refinancing, or a combination thereof. DCG, which owns other Units in the Building, had expressed an interest in acquiring the Apartments pre-petition. Post-Petition, DCG made an initial offer to purchase the Apartments. The basic terms of DCG's offer were presented to Shareholders many of whom provided comments. The terms were thereafter negotiated and finalized. They were presented to the Shareholders with options for moving forward. DCG and the Debtor engaged in extensive negotiations. Ultimately, DCG extended an offer to purchase the Apartments which provided each Shareholder with the choice of (i) selling but remining in the Apartment as a tenant with a lease and a re-purchase option or (ii) selling and vacating. The consideration offered by DCG exceeded its initial offer significantly. DCG presented the Debtor with two form contracts, one reflecting the purchase pursuant to the terms outlined in Option No. 2 (the "Lease Option Contract") and the other reflecting the terms outlined in Option No. 3 (the "Vacate Option Contract"). The purchase price under the Lease Option Contract is $2,166,675.00. The purchase price under the Vacate option contract is $1,872,640.00. Together, the sales will result in a gross purchase price of $4,039,315.00. Under the Plan, the Debtor proposes to pay Titan with the proceeds from the apartments which will yield approximately $4.00 million. The Debtor will pay administrative claims directly. The Debtor will fund the Plan with the proceeds from the Apartments to DCG. Payment to Titan, the most active creditor, would be made on or before December 31, 2022. Payment to other creditors will follow promptly. Class 5 consists of General Unsecured Claims. Allowed General Unsecured Claims shall either be paid in full in Cash or reserved for in full within 10 business days after the Effective Date. Holders of Class 5 general unsecured claims shall be entitled to post-petition interest on amounts due. Class 5 Claims are unimpaired under the Plan and not entitled to vote to accept or reject the Plan. Class 6 consists of Equity Interests of the Shareholders. The Shareholders shall be paid their proportionate share of the remaining balance after all creditors including holders of Administrative Claims, Titan, Yonkers, 615 Warburton, holders of Priority Claims and holders of General Unsecured Claims are satisfied. Class 6 interests are unimpaired. Except as set forth elsewhere in the Plan, all payments required to be made under the Plan shall be made by the Disbursing Agent from the proceeds of the sale of the Apartments and cash on hand. A full-text copy of the Small Business Plan dated September 27, 2022, is available at https://bit.ly/3STU8af from PacerMonitor.com at no charge. Debtor's Counsel: Anne Penachio, Esq. Penachio Malara, LLP 245 Main Street-Suite 450 White Plains, NY 10601 Phone: (914) 946-2889 Email: Email: frank@pmlawllp.com About Buckingham Tower Condominium Buckingham Tower Condominium Inc., a condominium association, is in the business of owning and managing the common areas of the premises at 615 Warburton Avenue, Yonkers, NY and also owning and managing 25 sponsored apartment buildings . Each apartment is worth approximately $165,000. Buckingham Tower Condominium Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22403) on June 30, 2022. In the petition filed by Jose Guerrero, president, the Debtor listed $1 million to $10 million in both assets and liabilities. Judge Sean H. Lane oversees the case. Anne J. Penachio, of Penachio Malara LLP, is the Debtor's counsel. BUYK CORP: October 10 Bid Submission Deadline Set ------------------------------------------------- Buyk, the real-time retail grocery delivery service that launched in New York City and Chicago in 2021, is soliciting offers to acquire its intellectual property, technology and physical assets. Most of the physical assets are brand new and unused, having been purchased in 2021 and intended for use in Buyk's 39 stores prior to March 2022. The Buyk business model was designed around automating business processes to facilitate operation and expansion of ultra-fast delivery service. According to this model, the enterprise is powered by a dense network of dark stores, automation-driven store operations and a mobile application for customers. Buyk announced that it has hired Hilco Fixed Asset Recovery and Sherwood Partners to manage the asset sale process. The assets to be sold in the liquidation process include all intellectual property, technology and physical equipment required to support ultra-fast delivery and are in outstanding condition. Much of the equipment was purchased in 2021, is in brand-new, unused condition and remains in the original manufacturers' packaging. Intangible Assets and Intellectual Property Buyk's proprietary, real-time, in-house intellectual property and technology differentiates it from competitors. The intangible assets available for sale include the Buyk enterprise software platform, Buyk.com domain name, Buyk's trademark and additional data. The standalone, robust, fully integrated enterprise system supports all business function, such as: * Market development * Inventory management * In-store operations * Marketing and promotion * Customer service and support * Customer-facing mobile application "This offering from Buyk is an exciting opportunity for established delivery providers expanding into ultra-fast delivery or for retailers wanting to break into the rapidly growing delivery market," said Brad Goldsmith of Sherwood Partners. "Acquiring this IP, established technology and robust enterprise system is a fast-track to market entry or expansion." For more information about Buyk's technology, contact Brad Goldsmith via email (bgoldsmith@sherwoodpartners.com) or phone (650-732-0875). Interested parties are encouraged to submit bids by Monday, October 10. Physical Assets The physical assets that Hilco is liquidating includes three warehouses of equipment. The sale includes millions of dollars of 2021, never-used fixtures and equipment such as multiple two-door Kool-It coolers and freezers, chest freezers, food service NSF epoxy coated shelving, backroom shelving, stocking/pick carts with bins, office furniture and miscellaneous fixtures used in fulfillment centers. Ed Stepp, managing director of Hilco Fixed Asset Recovery said, "the fixtures and equipment will provide great value to existing grocery deliver providers, food service businesses, grocery stores, convenience stores and similar businesses, given the breadth and quality of the items for sale. We expect that all items for sale will move quickly and interested parties should take advantage of this unique opportunity." For more information about Buyk's physical assets, contact Ed Stepp of Hilco Fixed Asset Recovery via email (estepp@hilcoglobal.com) or phone (847-849-2987). Interested parties are encouraged to submit bids by Monday, October 10. About Buyk Corp. Buyk Corp. is a retail grocery delivery service that was launched in September 2021. It operated a network of 39 stores in New York and Chicago. Buyk filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 22-10328) on March 17, 2022, listing as much as $10 million in both assets and liabilities. CEO James Walker signed the petition. Judge Michael E. Wiles oversees the case. Mark S. Lichtenstein, Esq., at Akerman, LLP and Dmitriy Goykhman, CPA PC, serve as the Debtor's legal counsel and accountant, respectively. CAMBER ENERGY: All Three Proposals Passed at Annual Meeting ----------------------------------------------------------- Camber Energy, Inc. held its combined 2021 and 2022 Annual Meeting of Stockholders at which the stockholders: (1) elected James A. Doris, Fred S. Zeidman, James G. Miller, and Robert K. Green as directors, each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal; (2) ratified the appointment of Turner, Stone & Company, L.L.P. as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2022; and (3) approved, by a non-binding vote, the compensation of the Company's named executive officers. About Camber Energy Based in Houston, Texas, Camber Energy, Inc. -- http://www.camber.energy-- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. Camber Energy reported a net loss attributable to the company of $169.68 million for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $52.01 million for the nine months ended Dec. 31, 2020. As of June 30, 2021, the Company had $25 million in total assets, $55.45 million in total liabilities, and a total stockholders' deficit of $30.45 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 19, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CAR STEREO: Amends Plan to Include Settled & Disputed Claims ------------------------------------------------------------ Car Stereo Trading, Inc., and MD Audio Engineering, Inc., submitted a Third Amended Joint Plan of Reorganization for Small Business under Subchapter V dated September 27, 2022. This Third Amended Plan of Reorganization proposes to pay creditors of the Debtors from cash flow from operations over a 5 year period. The Debtors' Amended Plan proposes to pay back a portion of the allowed amount of certain non-priority unsecured claims (the Accounts Receivable Lenders and Other General Unsecured Claims) and makes allowances for the Debtors' inability to make payments. The Amended Plan further proposes to pay back one hundred percent of the allowed amount of certain non-priority unsecured claims (the Vendors) and makes allowances for the Debtors' inability to make payments. This Plan also provides for the payment of administrative expense claims and priority claims in full or as agreed. Class 1.2 consists of Creditors Claiming Security Interests. Unless otherwise agreed, each allowed creditor in Class 1.2 shall be paid 20% of their claim in equal monthly installments over the life of the plan commencing on the Effective Date with no interest. Claims filed in both cases for one obligation will be paid as if only one claim was filed. The claims of each allowed creditor in Class 1.2 shall be deemed unsecured upon confirmation. If a creditor in Class 1.2 has a filed UCC lien or recorded judgment lien, said lien shall be extinguished, discharged and released upon confirmation. Class 2.2 consists of General Unsecured Creditors. Each allowed creditor in Class 2.2 shall be paid 20% of their claim in equal monthly installments over the life of the plan commencing on the Effective Date with no interest. If a creditor in Class 2.2 has a filed UCC lien or recorded judgment lien, said lien shall be discharged, released and deemed satisfied upon confirmation. Class 2.3 consists of Creditors who have settled and are being paid by non-debtor outside of the bankruptcy. Creditors in Class 2.3 are being paid by a non debtor outside of the bankruptcy case pursuant to a written agreement. Any claim filed by a creditor in Class 2.3 shall be deemed stricken and any UCC lien or judgment lien as filed against the Debtors shall be discharged, released and satisfied upon confirmation. Class 2.4 consists of Creditors who were disputed in schedules and who have not filed claims or appeared in the cases. Creditors in Class 2.4 shall receive no distribution under the plan and all claims will be extinguished upon confirmation and any UCC lien or judgment lien as filed against the Debtors shall be discharged, released and satisfied upon confirmation. The Debtors will jointly fund the plan from current and future income. A full-text copy of the Third Amended plan dated September 27, 2022, is available at https://bit.ly/3fHKmtS from PacerMonitor.com at no charge. Counsel for Chapter 11 Debtors: Sherri B. Simpson, Esq. SIMPSON LAW GROUP 1126 S. Federal Highway, #326 Ft. Lauderdale, FL 33316 (954) 524-4141 Telephone (954) 763-5117 Facsimile Email: sbsimpson@simpson-law-group.com About Car Stereo Trading Car Stereo Trading, Inc., and MD Audio Engineering, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 21-11393) on Feb. 12, 2021. In the petition signed by Jose L. Telle, president, Car Stereo Trading disclosed $3,633,571 in assets and $512,847 in liabilities. MD Audio Engineering, Inc., had between $1 million and $10 million in both assets and liabilities at the time of the filing. Judge Laurel M. Isicoff oversees the cases. The Debtors tapped The Law Offices of the General Counsel and Simpson Law Group, LLP as bankruptcy counsel. Sanchelima & Associates, P.A. serves as the Debtors' special counsel. CARESTREAM HEALTH: Court Confirms Prepackaged Restructuring Plan ---------------------------------------------------------------- Carestream Health on Sept. 28, 2022, disclosed that the United States Bankruptcy Court for the District of Delaware (the "Court") has confirmed the Company's "prepackaged" restructuring plan. The Company expects to successfully complete its recapitalization process and emerge from Chapter 11 in the coming days. Upon emergence, Carestream will eliminate approximately $470 million of debt and move forward with a significantly strengthened balance sheet to support its operations and the continued execution of its strategic priorities. "Receiving Court approval of our Plan paves the way for Carestream to complete our recapitalization, which will improve our financial flexibility and position the company for continued success," said David C. Westgate, Chairman, President and CEO of Carestream. "We will emerge from this process as a stronger partner to our customers and poised to capitalize on the strong market opportunities ahead. With this milestone behind us, Carestream is more focused than ever on our ability to drive improved profitability and long-term value." Mr. Westgate continued, "We were able to achieve this outcome on an expedited basis thanks to the overwhelming support of our lenders. I am grateful that we will move forward with new owners who have shown confidence and belief in the future of our company. I also want to thank our team for their unwavering commitment to our customers and our mission. We look forward to emerging formally from this process and continuing to provide high-value technology, products and services to customers for many years to come." Additional information is available by calling Carestream's Restructuring Hotline, at 877-709-4750 (toll-free in the U.S.) or 424-236-7230 (for calls originating outside the U.S.). Court documents and additional information about the court-supervised process are available on a website administered by Carestream's claims agent, KCC, at www.kccllc.net/Carestream. Advisors Kirkland & Ellis LLP is serving as the Company's legal counsel, Houlihan Lokey Capital, Inc. is serving as its financial advisor, and AlixPartners, LLP is serving as its restructuring advisor. Akin Gump Strauss Hauer & Feld LLP and GLC Advisors & Co., LCC are serving as legal counsel and financial advisor, respectively, to a group of the Company's first lien and second lien lenders. About Carestream Health Carestream Health, Inc., is a provider of medical imaging and non-destructive testing products with over 100 years of industry experience. Its products are used by prominent health systems, hospitals, imaging centers, specialty practices and industrial companies worldwide. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10778) on August 23, 2022. In the petition signed by Scott Rosa, chief financial officer, the Debtor disclosed up to $10 billion in both assets and liabilities. Judge J. Kate Stickles oversees the case. The Debtor tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP is general bankruptcy counsel, Pachulksi Stang Ziehl & Jones LLP as local bankruptcy counsel, AlixPartners, LLC as restructuring advisor, Houlihan Lokey, Inc., as financial advisor and investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. CC HILLCREST: Has Interim OK to Access Cash Collateral ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized CC Hillcrest, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to continue the operation of its business. The Debtor is a party to a Loan Agreement dated as of September 17, 2020, with NEF Preservation PB Fund I LP. The Debtor also executed a Promissory Note in the principal amount of $18,575,000 in favor of the Secured Lender, and a Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases and Rents in favor of the Secured Lender. The Secured Lender asserts that, pursuant to the Loan Documents, substantially all of the Debtor's assets are subject to the prepetition liens of the Secured Lender including liens on rents. As adequate protection, the Secured Lender is granted valid, binding, enforceable, and automatically perfected liens first priority replacement and additional liens and security interests. The Post-Petition Liens granted to the Secured Lender in the Order are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. To the extent the Post-Petition Liens are not sufficient to adequately protect the Secured Lender for the diminution in value of its interests, the Secured Lender will have an allowed super-priority administrative expense claim as set forth under section 364(c)(1) of the Bankruptcy Code. As additional adequate protection, the Debtor will pay monthly debt service payments that would be required under the Loan Documents, at the dates and times required under the Loan Documents. A further hearing on the matter is scheduled for November 2, 2022, at 9:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3RvsejY from PacerMonitor.com. The Debtor projects $207,327 in gross income and $6,514 in total administrative expenses on a monthly basis. About CC Hillcrest, LLC CC Hillcrest, LLC operates an apartment complex in Mesquite, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-31362) on July 29, 2022. In the petition signed by Jared Remington, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Scott W. Everett oversees the case. Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. CELSIUS NETWORK: Appoints Ferraro as Chief Restructuring Officer ---------------------------------------------------------------- Celsius Network Limited on Sept. 27, 2022, disclosed that it has appointed Chris Ferraro to the role of Chief Restructuring Officer & Interim Chief Executive Officer and that Co-founder & Chief Executive Officer Alex Mashinsky has resigned as Chief Executive Officer effective immediately. The announcement was made by David Barse and Alan Carr, Special Committee members of the Board of Directors of Celsius. Messrs. Barse and Carr have found that since the start of the chapter 11 proceedings, seasoned finance executive Chris Ferraro has been a valued executive in very challenging circumstances. "The Special Committee is grateful to Alex for his dedication to the company and his efforts to assist with the company's restructuring," said Barse and Carr. "We look forward to the company's continued engagement with the Unsecured Creditors’ Committee and other key stakeholders in our case, under Chris' leadership, to consummate a comprehensive and expeditious restructuring that maximizes value for all stakeholders." Mr. Ferraro was previously appointed Chief Financial Officer of Celsius. Before Celsius, Mr. Ferraro spent nearly 18 years at JPMorgan Chase & Co, serving in various roles including Global Head of FP&A and Treasurer of the Retail Bank. Mr. Ferraro's leadership and expertise spans all areas of corporate finance as well as asset and liability management. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtor estimated assets and liabilities between $1 billion and $10 billion. Kirkland & Ellis LLP is serving as legal counsel, Centerview Partners is serving as financial advisor, and Alvarez & Marsal is serving as restructuring advisor to Celsius. Stretto, the claims agent, maintain the page https://cases.stretto.com/celsius CHAMP ACQUISITION: S&P Raises First-Lien Debt Rating to 'B+' ------------------------------------------------------------ S&P Global Ratings raised its issue-level rating on Champ Acquisition Corp.'s first-lien credit facilities, including its $150 million revolver and $775 million first-lien term loan, to 'B+' from 'B' and revised the recovery rating to '2' from '3'. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. S&P said, "We raised our rating on the company's first-lien debt and revised our recovery rating to reflect our expectation for a lower level of first-lien debt claims at emergence under our simulated default scenario. While our gross enterprise value at emergence remains unchanged, Champ's relatively high annual amortization of $38.75 million has reduced the amount of first-lien debt claims at emergence under our simulated default in 2025 (assuming a refinancing), which increased the recovery prospects for its first-lien debt. "All of our other ratings on the company, including our 'B' issuer credit rating, are unchanged. "Our ratings on Champ incorporate the strong market positions for most of its product offerings, though this is tempered by its concentration in the school memorabilia industry. The company's strong relationships with a vast network of schools have historically supported its high retention rates and recurring revenue. We continue to believe the growth prospects for its school memorabilia products are poor, due to their decreasing relevancy and the increased use of technology. In addition, we expect lower discretionary spending amid the current unsettled macroeconomic environment will hinder the success of its growth initiatives. Over the longer term, we expect Champ's end markets will remain relatively stable and anticipate any declines due to lower demand will likely be gradual and modest. The company has been focused on innovating its products and expanding into complementary services to expand its revenue, though the success of these initiatives will also depend on the health of its selling environment. We expect Champ to continue to reduce its leverage to 3.5x in 2022 as it benefits from increased volumes and executes on its cost-control initiatives. However, we expect the company will maintain leverage of more than 5x over the long term because of its ownership by financial-sponsor Platinum Equity." CINEWORLD GROUP: Cineplex's Push for Payout Held Up by Bankruptcy ----------------------------------------------------------------- Cineplex Inc. provides an update to stakeholders with respect to its claim against Cineworld Group plc ("Cineworld"). As previously discussed in Cineplex's news release issued on September 7, 2022, Cineworld and certain of its subsidiaries commenced bankruptcy proceedings in the United States (collectively the "Cineworld Bankruptcy Proceedings"), and took the position that Cineplex's claim against Cineworld was stayed pursuant to the Cineworld Bankruptcy Proceedings. Today, Cineplex sought an order from the United States Bankruptcy Court for the Southern District of Texas (the "US Court") to modify the automatic stay of proceedings pursuant to the Cineworld Bankruptcy Proceedings to permit Cineplex's claim to proceed in the Canadian courts. The US Court did not grant Cineplex's requested relief at this time, without prejudice to Cineplex's ability to seek such relief at a later date. As previously discussed in further detail in the Company's publicly filed materials, on December 14, 2021, the Ontario Superior Court of Justice (the "Ontario Court") released its decision in the action commenced by Cineplex against Cineworld (the "Ontario Decision"). The Ontario Court held that Cineplex did not breach any of its covenants in an arrangement agreement between Cineplex and Cineworld dated December 15, 2019 (the "Arrangement Agreement"), and that Cineworld had no basis for terminating the Arrangement Agreement. The Ontario Court held that Cineworld breached the Arrangement Agreement and repudiated the transaction to acquire Cineplex. The Ontario Court awarded damages for breach of contract to Cineplex in the amount of $1.24 billion CDN on account of lost synergies, and $5.5 million CDN for transaction costs, exclusive of prejudgment interest. The Ontario Court also denied Cineworld's counterclaim against Cineplex. On January 12, 2022, Cineworld filed a Notice of Appeal with the Ontario Court of Appeal and on January 27, 2022, Cineplex filed its Notice of Cross Appeal. The hearing in respect of the Cineworld's Appeal and Cineplex's Cross Appeal is scheduled for October 12 and 13, 2022. Given Cineplex's requested relief to lift the stay of proceedings was not granted by the US Court at this time, the hearing before the Ontario Court of Appeal will not proceed as scheduled. The stay of proceedings in the Cineworld Bankruptcy Proceedings does not impact the merits or quantum of Cineplex's claim, and Cineplex continues to have its claim against Cineworld. While the judgment against Cineworld and next steps are a key focus for Cineplex and its advisors, due to the Cineworld Bankruptcy Proceedings, it is not possible for Cineplex to predict the timing or final outcome of Cineplex's judgment against Cineworld, or whether Cineworld will have the ability to satisfy Cineplex's claim. Cineplex will continue to explore all avenues and forms of consideration to satisfy its judgment. About Cineworld Group PLC London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CLAIM JUMPER: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Claim Jumper Acquisition Company, LLC 1000 Jacks Run Rd. North Versailles PA 15137 Business Description: The Debtors operate four restaurant concepts, Claim Jumper Steakhouse & Bar, Joe's Crab Shack, Brick House Tavern + Tap, and Nashville Hot Chicken Shack that offer a variety of food and beverages in a distinctive, casual, high-energy atmosphere. Chapter 11 Petition Date: October 3, 2022 Court: United States Bankruptcy Court Western District of Pennsylvania Eight affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Claim Jumper Acquisition Company, LLC (Lead Case) 22-21941 Claim Jumper Restaurant (Phoenix), LLC 22-21943 Claim Jumper Restaurant (Sacramento), LLC 22-21944 Claim Jumper Restaurant (Tualatin), LLC 22-21945 C Jumper Restaurant, Inc. 22-21946 KRG JCS Redondo Beach, LLC 22-21947 KRG JCS, LLC 22-21948 KRG BHTT, LLC 22-21950 Judge: Hon. Gregory L. Taddonio Debtors' General Bankruptcy Counsel: Robert J. Dehney, Esq. Matthew B. Harvey, Esq. Tamara K. Mann, Esq. Taylor M. Haga, Esq. S. Christopher Cundra IV, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor Wilmington, Delaware 19801 Tel: (302) 658-9200 Email: rdehney@morrisnichols.com mharvey@morrisnichols.com tmann@morrisnichols.com thaga@morrisnichols.com scundra@morrisnichols.com Debtors' Local Bankruptcy Counsel: Daniel R. Schimizzi, Esq. WHITEFORD, TAYLOR & PRESTON, L.L.P. 11 Stanwix Street, Suite 1400 Pittsburgh, PA 15222 Tel: (412) 275-2401 Fax: (412) 275-2404 Email: dschimizzi@wtplaw.com Debtors' Restructuring Advisor: WYSE ADVISORS LLC Debtors' Notice, Claims, Balloting & Administrative Agent: STRETTO Claim Jumper Acquisition's Estimated Assets: $1 million to $10 million Claim Jumper Acquisition's Estimated Liabilities: $10 million to $50 million The petitions were signed by Michael Wyse as chief restructuring officer. A full-text copy of Claim Jumper Acquisition's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/P2D4DCA/Claim_Jumper_Acquisition_Company__pawbke-22-21941__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Sysco Corporation Trade Debt $8,880,358 1390 Enclave Parkway Houston, TX 77077 Tel: 281-584-1390 2. Department of the Treasury Payroll Taxes $5,023,770 Internal Revenue Service 333 W Pershing Rd Kansas City, MO 64999-0002 Tel: 800-829-4933 3. Landry's, Inc. Accrued Royalty/ $1,916,681 1510 West Loop South Settlement Houston, TX 77027 Tel: 713-386-7010 4. California Dept of Tax Sales Tax $1,898,179 and Fee Administration 450 N St. Sacramento, CA 94279 Tel: 800-400-7115 5. Jordan Farah, Class Action Rep. Judgment $1,380,927 c/o Aaron Gundzik, Esq. 15260 Ventura Blvd., Suite 1920 Sherman Oaks, CA 91403 Tel: 213-542-2100 Fax: 818-918-2316 Email: aaron.gundzik@gghllp.com 6. Reinhart Foodservice, LLC Settlement $950,000 100 Harborview Plaza, Suite 200, La Crosse, WI 54601 Ray Rytilahti Email: rerytilahti@rfsdelivers.com 7. Nevada Tax Center Sales Tax $871,578 Department of Taxation 1550 College Parkway, Ste. 115 Carson City, NV 89706 Tel: 866-962-3707 8. Utah Partners LLC Rent $717,555 1800 Vernon St., Unit 2 Roseville, CA 95678 Steve Ayers 9. Opry Mills Ltd Partnership Rent $686,306 P.O. Box 402242 Atlanta, GA 30384-2242 Tel: 317-263-7102 Email: aliah.akbar@simon.com 10. Willows Shopping Center Rent $588,501 One Independent Drive Suite 114 Jacksonville, FL 32202 Susan Novak Email: susannovak@regencycenters.com 11. Arizona Dept. of Revenue Sales Tax $519,071 1600 W. Monroe St. Phoenix, AZ 85007 Tel: 602-255-3381 12. State of California Sales Tax $470,436 Employment Development Dept. 1800 30th Street, Ste. 240 Bakersfield, CA 93301 Leann Ordonez Tel: 661-395-2931 13. Svnc 1 LLC Rent $436,258 C/O The Rmr Group LLC P.O. Box 776903 Chicago, IL 60677-6903 Pat Davis Tel: 803-766-3853 Fax: 617-928-1305 14. Valencia Marketplace II LLC Rent $361,264 5743 Corsa Ave, Ste. 200 Westlake Village, CA 91362 Greg Greenstein 15. City of Redondo Beach Rent $356,497 c/o Harbor Division Manager 415 Diamond St Redondo Beach, CA 90277 Elizabeth House Tel: 310-372-1171 Email: laurie.koike@redondo.org 16. GGP Holding II Inc. Rent $345,231 P.O. Box 86, SDS 12 1664 Minneapolis, MN 55486-1661 Emily Martin Tel: 312-960-6364 Email: emily.martin@brookfieldpropertie sretail.com 17. Heartland Payment Systems LLC Merchant Debt $344,900 P.O. Box 936565 Atlanta, GA 31193-6565 George Wilmer 18. Illinois Department Sales Tax $308,721 of Revenue 555 W. Monroe Street Suite 1100 Chicago, IL 60661 Tel: 217-782-3336 Tel: 800-732-8866 Email: rev.ta-sales@illinois.gov 19. Washington State Sales Tax $274,412 Department of Revenue Treasury Management P.O. Box 47464 Olympia, WA 98504-7464 Tel: 360-705-6705 Fax: 360-705-6699 20. M & J Big Waterfront Rent $250,000 Town Center II LLC 8531 Solution Center, Lockbox 778531 Tel: 312-279-5986 Email: jstein@wilkow.com 21. Colorado Department of Revenue Sales Tax $248,879 Attn: Collections P.O. Box 17087 Denver, CO 80217-0087 Tel: 303-238-7378 Fax: 303-205-8291 22. South Coast Plaza Rent $224,631 P.O. Box 54876 Los Angeles, CA 90074-4876 Debbie Alcock Tel: 714-738-3233 Email: alcockd@southcoastplaza.com 23. Jordan Creek Town Center, LLC Rent $221,703 P.O. Box 86, SDS-12-2423 Minneapolis, MN 55486-2423 Martha Wagner Tel: 818-686-9111 Email: Martha.Wagner@brookfieldprope rtiesretail.com 24. Alderwood Mall Rent $219,844 P.O. Box 86, SDS-12-3019 Minneapolis, MN 55486-3019 Daniel Ross Tel: 312-960-5282 Email: daniel.rios@bpretail.com 25. Clackamas Mall LLC Rent $207,545 P.O. Box 860117 Minneapolis, MN 55486-0117 Suzanne Hanley 26. Edward Don & Company Trade Debt $198,484 2562 Paysphere Cir. Chicago, IL 60674 William Bowe Tel: 708-442-9400 27. Aramark Uniform Trade Debt $174,095 1904 Hawks Nest Drive Hermitage, TN 37076 Jeff Tharpe Tel: 904-487-1643 28. River Crab Rent, Settlement $165,889 c/o Endeavor Real Estate Group 500 West 5th St., Suite 700 Austin, TX 78701 Tel: 512-682-5517 Fax: 512-682-5505 Email: cshelton@endeavor-re.com 29. Spirit Master Rent $165,101 Funding X, LLC P.O. Box 206453 Dallas, TX 75320 Tel: 800-973-0850 Email: portfolioservicing@spiritrealty.com 30. BRE Throne Preston Park LLC Rent $153,460 P.O. Box 645344 Cincinnati, OH 45264-5344 Tel: 610-834-7724 CLARUS THERAPEUTICS: Auction Sale of All Assets Set for Oct. 13 --------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of Clarus Therapeutics Holdings, Inc., and Clarus Therapeutics, Inc., in connection with the auction sale of all, substantially all, or portion of their assets. The Debtors are authorized to proceed with the sale transaction in accordance with the Bidding Procedures and are authorized to take any and all actions reasonably necessary or appropriate to implement the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 10, 2022, at 4:00 p.m. (ET) b. Initial Bid: If a Stalking Horse Bidder has been designated, each bid that is not a Stalking Horse Bid must have a value to the Debtors that is greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (a) the amount of the Bid Protections and (b) the $250,000. c. Deposit: 10% of the proposed purchase price for the Assets to be deposited no later than Oct. 11, 2022, at 3:00 p.m. (ET) d. Auction: The Auction, if required, will be conducted on Oct. 13, 2022, at 10:00 a.m. (ET), at either (i) at the offices of Raymond James & Associates, Inc., 320 Park Avenue, Floor 10 New York, NY 10022, or (ii) virtually or at such other date, time or location as designated by the Debtors, after consulting with the Consultation Parties. e. Bid Increments: $250,000 f. Sale Hearing: Oct. 26, 2022, at 11:30 a.m. (ET) subject to the availability of the Court g. Sale Objection Deadline: Oct. 24, 2022, at 4:00 p.m. (ET) h. Closing: No later than Oct. 27, 2022 i. Credit Bidding: The Indenture Trustee may credit bid the outstanding Prepetition Obligations. Following entry of the Order, the Debtors will be authorized, but not directed, following consultation of the Consultation Parties and with the express consent of the Indenture Trustee, to designate a Stalking Horse Bidder and enter into a Stalking Horse Agreement no later than Sept. 30, 2022, at 4:00 p.m. (ET), which deadline may be extended by the Debtors. Absent further order of the Court, any Stalking Horse Agreement will limit the proposed Bid Protections, if any, to: (a) a break-up fee of up to an aggregate of 3% of the total cash consideration offered for any Stalking Horse Bid, and (b) expense reimbursement actually incurred by a Stalking Horse Bidder in connection with its bid, which will not exceed $400,000. Notwithstanding anything in the Bidding Procedures or the Order to the contarary, to the extent the Debtors determine to offer Bid Protections to any Stalking Horse Bidder, they will disclose such Bid Protections in a corresponding notice designating any Stalking Horse Bidder to be filed pursuant to the Bidding Procedures no later than Sept. 30, 2022. The Stalking Horse Objection is Oct. 4, 2022 at 4:00 p.m. (ET). Within one business day after the conclusion of the Auction, the Debtors will file with the Court, serve on the Sale Notice Parties, and cause to be published on the Stretto Website, the Notice of Auction Results. The Debtors will file a form of Sale Order no later than Oct. 4, 2022, at 4:00 p.m. (ET). The Debtors will file any reply to any Sale Objection or Supplemental Sale Objection, if any, by no later than Oct. 24, 2022 at 4:00 p.m. (ET). The Sale Notice is approved. The Debtors will file with the Court, serve on the Sale Notice Parties, and cause to be published on the Stretto Website, the Sale Notice. The Assumption and Assignment Notice is approved, and no other or further notice of the Debtors' intention to assume or assign the Contracts or of their proposed Cure Costs is necessary or required. The Cure Objection Deadline is Oct. 12, 2022, at 4:00 p.m. (ET). Notwithstanding the applicability of any of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or any other provisions of the Bankruptcy Rules or the Local Rules stating to the contrary, the terms and provisions of the Order will be immediately effective and enforceable upon its entry, and any applicable stay of the effectiveness and enforceability of the Order is waived. The Debtors are authorized to take all steps necessary or appropriate to implement the relief granted in the Order. A copy of the Bidding Procedures is available for free at https://tinyurl.com/abk39xj6 from PacerMonitor.com free of charge. About Clarus Therapeutics Holdings Clarus Therapeutics Holdings, Inc. and Clarus Therapeutics, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10845) on Sept. 5, 2022. Lawrence R. Perkins, chief restructuring officer, signed the petitions. At the time of the filing, each of the Debtors listed $50 million to $100 million in both assets and liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Goodwin Procter, LLP as bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware and conflicts counsel; SierraConstellation Partners, LLC as restructuring advisor; and Raymond James & Associates, Inc. as investment banker. Stretto is the claims and noticing agent. COAL NETWORK: Gets Cash Collateral Access on Final Basis -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky, Ashland Division, authorized Coal Network, LLC to use cash collateral on a final basis in accordance with the budget and provide adequate protection to KeyBank National Association. Specifically, the Debtor is permitted to use the cash collateral in an amount not to exceed 110% of the sum of the Final Budget's line identified as the "Total Disbursements for Operations." The Maximum Amount may be increased upon the express written consent of KeyBank which, for non-recurring, unplanned or emergency expenditures, such consent will not be unreasonably withheld. The Debtor became indebted to, and granted certain security interests to, KeyBank pursuant to a loan and security agreements including, without limitation, the following: i. a Loan Agreement dated February 25, 2020, which contemplated a revolving credit facility, executed by the Debtor in favor of KeyBank, together with related contractual agreements, as thereafter amended, supplemented and modified; ii. a Revolving Credit Promissory Note, dated February 25, 2020, in the principal amount of $10,000,000, executed by the Debtor in favor of KeyBank, and which matured on February 25, 2022; and iii. a Security Agreement, dated February 25, 2020. The Debtor granted KeyBank security interests and liens in substantially all of the Debtor's assets to the extent described in the Loan Documents. As of the Petition Date, the Debtor was, and remains, in default of its obligations under the Loan Documents. KeyBank asserts that under the Loan Documents, the current balance of the Loan is approximately $3,384,086, plus fees (including, without limitation, legal fees), costs, and expenses that have accrued or may accrue. In addition to the existing rights and interests of KeyBank in the cash collateral and the other Prepetition Collateral, KeyBank is granted, as security for the repayment and performance of the Credit Obligations, valid, binding, enforceable, and perfected first-priority replacement liens in all property acquired or created postpetition. As further adequate protection, KeyBank is granted a superpriority administrative expense claim pursuant to section 364(c)(1) of the Bankruptcy Code. As set forth in the Final Budget, the Debtor will make weekly payments (on the Wednesday of each week) of $18,500 to KeyBank, which amount KeyBank may automatically debit from the Debtor's operating account with KeyBank each week. The Debtor's affiliate, Coal Equities, LLC will, not later than September 30, 2022, execute in recordable format a mortgage on a certain coal trans-loading facility located at 13125 Old U.S. Highway 23 (SR 757) in Catlettsburg, Kentucky, in favor of, and in form reasonably satisfactory to, KeyBank in the amount of the then-outstanding Credit Obligations. The Replacement Liens and the Superpriority Claim will not be subordinated to any other lien under section 364(d) of the Bankruptcy Code or otherwise but shall be subordinate to the Carve Out. The Carve-Out means the fees required to be paid to the Clerk of the Court and the Office of the Subchapter V Trustee under 11 U.S.C. sections 330(a) and 503 and the Office of the United States Trustee under 28 U.S.C. section 1930(a), plus interest at the statutory rate and the actual unpaid fees and expenses, up to the amount set forth in the Approved Budget. A copy of the order and the Debtor's budget is available at https://bit.ly/3RuZ04L from PacerMonitor.com. The budget provides for total disbursements for operations, on a weekly basis, as follows: $460,082 for the week ending October 7, 2022; $381,943 for the week ending October 14, 2022; $817,020 for the week ending October 21, 2022; $592,006 for the week ending October 28, 2022; $780,195 for the week ending November 4, 2022; $446,738 for the week ending November 11, 2022; $841,452 for the week ending November 18, 2022; $378,431 for the week ending November 25, 2022; $807,704 for the week ending December 2, 2022; and $807,704 for the week ending December 9, 2022. About Coal Network LLC Coal Network LLC -- http://www.coalnetwork.com-- is a turnkey solution provider focused specifically on coal and blended coal products. Coal Network LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 22-10098) on August 17, 2022. In the petition filed by Ramesh Malhotra, as president, the Debtor reported assets and liabilities between $1 million and $10 million. Michael E. Wheatley has been appointed as Subchapter V trustee. April A. Wimberg, Esq., at Dentons Bingham Greenebaum LLP, is the Debtor's counsel. COASTAL DRILLING: Wins Cash Collateral Access --------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, authorized Coastal Drilling Land Company, L.L.C. to continue using cash collateral on an interim basis in accordance with the terms of the First Interim Cash Collateral Order and shall be limited to the expenses for the week ending October 7, 2022 as set out in the Budget. The Court said the Debtor has been negotiating with its major creditors regarding continued use of cash collateral and has requested additional time to continue negotiations. The parties have agreed to grant the Debtor additional time. As previously reported by the Troubled Company Reporter, as of the Petition Date, the Debtor was a party to a Loan Agreement and a Security Agreement both dated August 19, 2015, by and between the Debtor and First Horizon, pursuant to which First Horizon made certain loans, advances, and other financial accommodations to the Debtor to fund, among other things, the Debtor's operations. The advances from First Horizon were represented by a Term Note in the original principal amount of $5.75 million and a Revolving Credit Note in the original principal amount of $2 million. First Horizon alleges that (i) pursuant to the Loan Documents, the aggregate amount of not less than approximately $2.28 million was due and owing by the Debtor to First Horizon on the First Horizon Term Note as of the Petition Date. John Powers alleges that he is the subrogee of First Horizon with respect to the First Horizon Revolving Credit Note. Powers alleges that: (i) pursuant to the First Horizon Loan Documents, the aggregate amount of not less than $2 million is due and owing by the Debtor to him as subrogee of First Horizon on the First Horizon Revolving Credit Note as of the Petition Date; (ii) the First Horizon Revolving Credit Note constitutes the Debtor's legal, valid and binding obligation, enforceable in accordance with the terms of the First Horizon Loan Documents; and (iii) the First Horizon Revolving Credit Note is secured by valid, binding, perfected and enforceable liens and security interests granted by the Debtor to and for the benefit of First Horizon and now to him as subrogee pursuant to the First Horizon Loan Documents and further set forth in the recorded UCC Financing Statement of First Horizon, upon and in the property of the Debtor as described in the recorded First Horizon Loan Documents whether then owned or thereafter acquired or arising. As adequate protection, each Secured Lender was granted Replacement Liens, Superpriority Claims, and any applicable adequate protection payments. To the extent of any Diminution in Value, each Secured Lender is granted valid, automatically perfected and enforceable additional adequate protection replacement liens, in accordance with the priority of the applicable Secured Lender and subject to the Carve-Out and only in collateral of the same type as such Secured Lender has a valid prepetition lien. The hearing that was originally set for September 30 at 3 p.m. is continued to October 6 at 3:30 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3SxABwy from PacerMonitor.com. About Coastal Drilling Land Company, L.L.C. Coastal Drilling Land Company, L.L.C. offers drilling rigs and services to the South Texas and Gulf Coast regions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-20204) on August 28, 2022. In the petition signed by CEO Chris McClanahan, the Debtor disclosed up to $50 million in both assets and liabilities. Judge David R. Jones oversees the case. Matthew Okin, Esq., at Okin Adams Bartlett Curry LLP is the Debtor's counsel. CPE FEEDS: Transfer of Hockley Co. Elevator to Skains Estate Okayed ------------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized CPE Feeds, Inc., to transfer its real property located at 3699 Quail Road, in Ropesville, Hockley County, Texas, described as the "Hockley Co. Elevator," along with all furniture, fixtures, equipment, and personal property located within the physical bounds of said Hockley Co. Elevator back to the secured lender, the Estate of Thurman Skains, in exchange for the elimination of the transferee's claim against the Debtor. The Debtor is authorized to execute any documents necessary to facilitate the transfer, including a Deed conveying the property to the transferee, and that the transferee will take the property free and clear of any and all liens, claims, and encumbrances claimed against the property transferred. The Debtor may take the necessary steps, including signing deeds, bills of sale, and other documents, necessary to effectuate the transfers authorized. The claim(s) by the Hockley County, Texas Taxing Authorities for outstanding real and personal property taxes on any property transferred pursuant to this Order will be paid in full, including statutory interest and penalties, on or before the date of the transfer. Any taxes not so paid will not be extinguished by this Order and the tax liens for Tax Years 2020, 2021, and 2022 are specifically retained by the Hockley County, Texas Taxing Authorities until such taxes are paid in full, and the purchasers assume the personal liability for the 2022 taxes, if any. About CPE Feeds, Inc. CPE Feeds, Inc. is a privately held company in the animal food manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-50022) on March 1, 2022. In the petition signed by R. Lan Skains, president, the Debtor disclosed up to $10 million in both assets and liabilities. Ryan C. Gentry, Esq., at McGowan and McGowan PC, is the Debtor's counsel. CPM HOLDINGS: S&P Upgrades ICR to 'B', Outlook Stable ----------------------------------------------------- S&P Global Ratings raised its issuer credit rating on CPM Holdings Inc. to 'B' from 'B-'. S&P said, "We also raised the issue-level ratings on the company's first-lien debt to 'B' from 'B-' and second-lien debt to 'B-' from 'CCC+'. The '3' recovery rating on the first-lien (rounded estimate: 50%) and '5' recovery rating on the second-lien debt (rounded estimate: 10%) are unchanged. "The stable outlook reflects our expectation for leverage to remain below 6x, supported by high backlog and continued favorable end-markets. "CPM is tracking to outperform our prior forecast for fiscal 2022 based on its solid year-to-date results, and we expect continued deleveraging over the next 12 months.We expect strong organic revenue growth in fiscal 2022 and moderate organic growth in 2023 driven primarily by a healthy order backlog and our expectations for continued growth in the company's end markets. We expect particularly strong growth in the next few quarters in the Crown and Thermal segments. In the Crown segment, we believe exceptionally high backlog and continued order growth amid supportive soybean oil prices will support growth. In the Thermal segment, we expect healthy demand for aluminum can processing equipment to continue, driven by an ongoing shift in consumer preference toward carbonated waters and hard seltzers. In fiscal 2022, we expect healthy growth of S&P Global Ratings-adjusted EBITDA. EBITDA margins in fiscal 2022 will likely decline slightly due to cost inflation and an unfavorable mix shift away from the high-margin California Pellet Mill segment, partially offset by overall price increases as well as profitability improvements at the recently restructured Crown segment. In fiscal 2023, we expect a modest recovery in margins, as price increases offset cost inflation. "We expect CPM will continue generating healthy free operating cash flow (FOCF) in fiscal 2023, albeit lower than in 2022. Orders outpaced revenue in the first two quarters of fiscal 2022, driving a surge in nonrefundable deposits collected from customers. We believe this favorable working capital trend is likely to partially reverse over the next 12 months, as CPM delivers on its high backlog amid moderating growth in demand and orders. Consequently, we expect healthy FOCF in fiscal 2023 supported primarily by earnings growth, though absolute FOCF will likely decline compared to fiscal 2022 as net working capital becomes a use of cash. "We believe the company will have sufficient liquidity to fund operating needs and moderate bolt-on acquisition activity in the next 12 months, despite an upcoming revolver maturity. CPM's nearest key maturity is its first-lien revolving credit facility (undrawn as of June 30, 2022), which matures in November 2023. We believe CPM will likely address the revolver maturity in the coming 2-3 quarters, supported by its strong recent operating performance. Its remaining debt facilities have more distant maturities, with its first-lien term loan maturing in November 2025 and second-lien facility maturing in November 2027. We believe the company's sizable cash balances and growth in funds from operations (FFO) provide sufficient liquidity cushion to fund operating needs and bolt-on acquisitions over the next 12 months. "The stable outlook reflects our expectation CPM will maintain S&P Global Ratings-adjusted leverage below 6x and healthy FOCF during the next 12 months. We expect the company to maintain these credit measures amid a potential slowdown in the broader economy or in the event of debt-funded acquisitions." S&P could lower the rating if: -- The company's adjusted leverage rises above 6x and remains there, for example due to deteriorated operating performance amid an economic slowdown, debt-funded acquisitions, or shareholder returns; -- The company generates negative FOCF, for example due to a significant increase in working capital driven by a sharp decline in new orders; or -- Its liquidity position deteriorates, for example due to an inability to complete a timely refinancing of its revolver and/or significant cash outflows. S&P views an upgrade as unlikely over the next 12 months. However, it could raise the rating if: -- S&P expects the company will sustain S&P Global Ratings-adjusted leverage below 5x, even accounting for potential debt-funded acquisitions, shareholder returns, and economic fluctuations; and -- The financial sponsors commit to maintaining such credit measures. ESG credit indicators: E-2, S-2, G-3 CROSSLINKS FAMILY: Wins Cash Collateral Access on Interim Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, authorized Crosslinks Family Practice, LLC to use cash collateral on an interim basis in accordance with the budget through the date of the final hearing. The Debtor requires the use of cash collateral to fund critical operations. As previously reported by the Troubled Company Reporter, Multiple MCAs assert liens on the Debtor's cash collateral. Because the MCAs file UCC-1 financing statements through a servicer, such as Corporation Service Company, it is impossible at this stage to determine which MCA asserts a first position interest in Debtor's cash collateral. The lenders that may assert an interest in the Debtor's cash collateral are Kalamata Capital Group, LLC, Legend Advance Funding II, LLC, Targeted Lending, CO. LLC, and the U.S. Small Business Administration. To provide adequate protection for the Debtor's use of cash collateral, the Lenders, to the extent they hold a valid lien, security interest, or right of setoff as of the Petition Date under applicable law, are granted a valid and properly perfected replacement lien on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the Lenders' respective pre-petition collateral, except that no such replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of this Order. A final hearing on the matter is set for November 3, 2022, at 10:30 a.m. A copy of the order is available at https://bit.ly/3Suo4Ko from PacerMonitor.com. About Crosslinks Family Practice, LLC Crosslinks Family Practice, LLC is a family practice medical office located in Tucker, Georgia. Dr. Zavier Ash is its sole shareholder and serves as the medical director and sole physician for the business. Dr. Ash began the Business in 2003 with his wife, Alicia Ash, who is the COO. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20957) on September 23, 2022. In the petition filed by Zavier C. Ash, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the Debtor's counsel. DIXWELL PHARMACY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Dixwell Pharmacy, LLC 2380 Dixwell Ave Hamden, CT 06514-1847 Business Description: The Debtor operates a locally-owned pharmacy and medical supply store in Hamden, CT. Chapter 11 Petition Date: October 3, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-17834 Judge: Hon. Vincent F. Papalia Debtor's Counsel: Brian G. Hannon, Esq. NORGAARD, O'BOYLE & HANNON 184 Grand Ave Englewood, NJ 07631-3578 Email: bhannon@norgaardfirm.com Total Assets: $598,751 Total Liabilities: $5,443,803 The petition was signed by Lakshman R. Paidi as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DQE32EI/Dixwell_Pharmacy_LLC__njbke-22-17834__0001.0.pdf?mcid=tGE4TAMA DOLPHIN ENTERTAINMENT: All Six Proposals Passed at Annual Meeting ----------------------------------------------------------------- Dolphin Entertainment, Inc. held its Annual Meeting at which the stockholders: (1) elected William O'Dowd, IV, Mirta Negrini, Michael Espensen, Nelson Famadas, Anthony Leo, Nicholas Stanham, and Claudia Grillo as directors for terms until the next succeeding annual meeting of shareholders or until such directors' successor shall have been duly elected and qualified; (2) ratified Grant Thornton LLP as the Company's independent registered accounting firm; (3) voted to approve the issuance of securities in connection with a purchase agreement, and a registration rights agreement, with Lincoln Park Capital Fund, LLC, pursuant to which Lincoln Park has committed to purchase up to $25.0 million worth of the Company's common stock; (4) approved the adoption of the Articles of Amendment that would modify the terms of the Series C to increase the number of votes per share of common stock the Series C is convertible into from three votes per share to five votes per share; (5) approved, on a non-binding advisory basis, the 2021 compensation to the Company's named executive officers; and (6) approved, on a non-binding advisory basis, the triennial frequency with which the Board shall hold advisory votes on executive compensation. About Dolphin Entertainment Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc. -- http://www.dolphinentertainment.com-- is an independent entertainment marketing and premium content development company. Through its subsidiaries, 42West LLC, The Door Marketing Group LLC and Shore Fire Media, Ltd, the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment, hospitality and music industries. Dolphin Entertainment reported a net loss of $6.46 million for the year ended Dec. 31, 2021, a net loss of $1.94 million for the year ended Dec. 31, 2020, and net loss of $2.33 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $52.54 million in total assets, $23.76 million in total liabilities, and $28.78 million in total stockholders' equity. EDGEWORX INC: Lender Notices Oct. 18 Auction for Assets ------------------------------------------------------- Edgeland LL ("lender") will conduct, through its agent, Hilco Streambank ("auctioneer"), a public sale of personal assets of Edgeworx Inc. ("borrower") described more fully in a certain loan and security agreement dated March 3, 2022. A public sale for qualified bidders will be held via video conference on Oct. 18, 2022, at 12:00 p.m. (Easter Time US). Bids are due Oct. 17, 2022, at 12:00 p.m. (Easter Time US). Potential bidders interested in obtaining information regarding the property, requirements for participation in the auction, access to the video conference platform and terms of the sale may contact Gabe Fried at gfried@hilcoglobal.com or Richelle Kalnit at rkalnit@hilcoglobal.com at Hilco Streambank. ELECTRIC LAST MILE: Auction Sale of All Assets Set for Oct. 6, 2022 ------------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Electric Last Mile Solutions, Inc.'s bidding procedures in connection with the auction sale of substantially all assets. Within two business days following the entry of the Order or as soon as reasonably practicable thereafter, the Trustee will serve the Sale Notice, the Order and the Bidding Procedures upon the Sale Notice Parties. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 3, 2022, at 5:00 p.m. (ET) b. Initial Bid: A consideration of approximately $93,650,000 consisting of (a) cash in the amount of $56,650,000 ($55 million, plus the Break-Up Fee of $1.65 million) and (b) payoff to the Estates of the Land Contract balance (approximately $37 million) or assumption of the Land Contract on the same terms set forth in the Stalking Horse APA; plus payment to the Estates of all Cure Amounts c. Deposit: 10% of the purchase price contained in the Asset Purchase Agreement d. Auction: If at least one Qualified Bid other than that of the Stalking Horse Bid is received by the Bid Deadline, the Trustee will hold an auction on Oct. 6, 2022 at 1:00 p.m. (ET). At the Trustee's discretion, the Auction will be held either (a) in person at the offices of Archer & Greiner, P.C. (300 Delaware Avenue, Suite 1100, Wilmington, DE 19801) or (b) or remotely by telephone or Zoom (or similar program). e. Bid Increments: $1 million f. Sale Hearing: Oct. 13, 2022 at 4:00 p.m. (ET) g. Sale Objection Deadline: Oct. 5, 2022 at 4:00 p.m. (ET) h. Closing: Within 30 days after entry of Sale Order The sale will be on an "as is, where is" basis and without representations or warranties of any kind, nature or description. No later than 30 days after the Closing Date, the Trustee will file with the Court and serve on each applicable counterparty the Cure Notice identifying each contract or lease that may be transferred, assumed and assigned to the Successful Bidder. The form of Cure Notice is approved. The Cure/Assignment Objection Deadline is 14 days after the filing of the Cure Notice. Without further Order of the Court, the Trustee is authorized to pay the Breakup Fee to the Stalking Horse Bidder, solely to the extent that the Breakup Fee becomes payable under the express terms of the Stalking Horse APA. The Breakup Fee will be payable solely from the proceeds of a closing on a Competing Transaction for the Acquired Assets. The Stalking Horse Bidder is not seeking and will not be entitled to an expense reimbursement or any other similar bidder protections. The Trustee is authorized to execute and deliver all instruments and documents, and take such other action as may be necessary or appropriate to implement and effectuate the transactions contemplated by the Order. Notwithstanding any applicability of Rules 6004(h), 6006(d), 7062 or 9014 of the Bankruptcy Rules, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures is available for free at https://tinyurl.com/5n77pksm from PacerMonitor.com free of charge. About Electric Last Mile Solutions Electric Last Mile Solutions, Inc. (Nasdaq: ELMS) has been focused on defining a new era in which commercial vehicles run clean as connected and customized solutions that make businesses more efficient and profitable. ELMS' first vehicle, the Urban Delivery, was anticipated to be the first Class 1 commercial electric vehicle in the U.S. market. On the Web: http://www.electriclastmile.com/ Troy, Michigan-based Electric Last Mile Solutions, Inc., wholly owns Electric Last Mile, Inc., the operating subsidiary. Electric Last Mile Solutions and Electric Last Mile Inc. filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 22-10537 and 22-10538) on June 14, 2022. Electric Last Mile Inc. estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. Electric Last Mile Solutions estimated less than $50,000 in assets and debt. The Debtors' counsel: Kara Hammond Coyle Young Conaway Stargatt & Taylor LLP Tel: (302) 571-6600 E-mail: bankfilings@ycst.com ELECTRONICS FOR IMAGING: S&P Affirms 'B-' Issuer Credit Rating -------------------------------------------------------------- S&P Global Ratings revised its outlook on Digital imaging solutions provider Electronics for Imaging Inc. (EFI) to negative from stable to reflect its view that while demand for its digital imaging products remains stable, the prolonged semiconductor supply-chain issues and tougher macroeconomic environment could continue to hamper EFI's ability to generate revenue and maintain positive FOCF after debt service and adequate total liquidity in 2023. At the same time, S&P affirmed its 'B-' issuer credit rating on EFI. Like most technology hardware companies, EFI's financial performance has been hampered by continued semiconductor supply-chain issues in the first half of 2022. Due to the strong demand for semiconductors across many industries, many semiconductor manufacturers continue to be unable to meet all their chip demands. As a result, most technology hardware companies, especially smaller ones, have only been able to source some of their chips. This situation is generally out of technology hardware companies' control. Given that the semiconductor market is volatile, S&P believes this issue could persist into 2023. Specifically, EFI has been unable to get all of the chips for its corrugated packaging and display graphics segments. As a result, its revenue declined more than 3% in the second quarter of 2022 on a year-over-year basis. The shortage has also had a negative impact on the company's working-capital management. This is because it has had to increase inventory due to it having to hold components in inventory when they are a few chips away from being completed and turned into revenue. Due to the working-capital increase in first half of 2022, EFI had to draw on its revolver. S&P expects revenue to continue to be hampered by semiconductor supply-chain issues and for EBITDA margins to stay stable for the rest of 2022, such that EFI's leverage is in the mid-9x area by year-end 2022. S&P has revised its outlook on EFI to negative from stable to reflect its view that while demand for its digital imaging products remains stable, the prolonged semiconductor supply-chain issues and tougher macroeconomic environment could continue to hamper EFI's ability to generate revenue and maintain positive FOCF after debt service and adequate total liquidity in 2023. S&P said, "We could consider a downgrade if we believe EFI's capital structure is unsustainable. This could be due to semiconductor supply-chain issues or the tougher macroeconomic environment causing demand softness for EFI's inkjet solutions, such that FOCF after debt service is worse than expected. We could also consider lowering the rating if total liquidity approaches $60 million. "We could revise the outlook back of stable if we believe EFI will be able to sustain leverage below the 9x area and generate positive unadjusted FOCF after debt service through the semiconductor supply-chain issues and tougher macroeconomic environment. This could occur if EFI is able to achieve its revenue target due to semiconductor supply-chain improvements and steady demand for its inkjet solutions." ESG credit indicators: E2, S2, G2 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of the company, as is the case for most rated entities owned by private-equity sponsors. We believe Electronics For Imaging Inc.'s highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects financial sponsors' generally finite holding periods and focus on maximizing shareholder returns." EMERALD ELECTRICAL: Seeks to Hire Keck Legal as Bankruptcy Counsel ------------------------------------------------------------------ Emerald Electrical Consultants, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Keck Legal, LLC as its counsel. The firm's services include: a. giving the Debtor legal advice with respect to its powers and duties in the management of its property; b. preparing bankruptcy schedules and legal papers; c. assisting in examination of the claims of creditors; d. assisting with the formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and e. performing all other necessary legal services for the Debtor. Keck Legal will be paid at the rate of $425 per hour and will be reimbursed for its out-of-pocket expenses. The firm received a retainer of $35,000 from the Debtor. Benjamin Keck, Esq., a partner at Keck Legal, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Benjamin Keck, Esq. Keck Legal, LLC 2566 Shallowford Rd. Suite 104-252 Atlanta, GA 30345 Tel: (678) 641-1720 Email: bkeck@kecklegal.com About Emerald Electrical Consultants Emerald Electrical Consultants, LLC specializes in substation construction, related technical services, and consulting across the United States, with a focused presence in the southeastern and central regions of the country. The company is based in Cumming, Ga. Emerald Electrical Consultants sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20913) on Sept. 15, 2022, with up to $10 million in both assets and liabilities. Lindy Truitt, president and chief executive officer, signed the petition. Benjamin Keck, Esq., at Keck Legal, LLC is the Debtor's counsel. ENDO INT'L: FTC Wants to Revive Antitrust Appeal Despite Bankruptcy ------------------------------------------------------------------- Mike Scarcella of Reuters reports that Endo International PLC's pending bankruptcy should not block the U.S. Federal Trade Commission from challenging the dismissal of an antitrust complaint it filed against the pharmaceutical company, the agency told the U.S. Court of Appeals for the D.C. Circuit on Thursday, September 23, 2022. The FTC has asked the D.C. Circuit to reinstate a briefing schedule in the litigation, after the appeals court in August paused the case pending Endo's Chapter 11 bankruptcy filing in the Southern District of New York. The drugmaker filed for bankruptcy amid its effort to resolve more than 3,100 lawsuits over its alleged role in the national opioid epidemic. U.S. law can automatically freeze certain legal actions until bankruptcy proceedings are resolved. Endo has asked a U.S. bankruptcy judge to pause hundreds of state and local government lawsuits. In the D.C. Circuit, the FTC argued the bankruptcy code's automatic stay provision "does not apply to government enforcement of its police and regulatory power, an exception that applies foursquare to this case." The agency's underlying complaint, filed in 2021, alleged Endo struck a deal with Impax Laboratories LLC in 2017 that curbed competition for extended release oxymorphone. "The sooner the FTC can secure an injunction against the agreement, the sooner consumers should realize the benefit of lower prices from competitive entry by Endo or third parties," FTC attorneys told the D.C. Circuit. Spokespersons for the FTC and Endo on Friday declined to comment. A representative from Impax owner Amneal Pharmaceuticals Inc did not immediately respond to a message seeking comment. Endo's lawyers at Dechert told the D.C. Circuit in a filing on Monday that the company "takes no position on the applicability of the bankruptcy code's automatic stay to the instant appeal." Endo disputed the FTC's claims in the trial court, and U.S. District Judge Royce Lamberth in March ruled against the agency. Lamberth said Endo had a "lawful patent monopoly" that was protected under U.S. intellectual property law. Endo's lawyers told the D.C. Circuit that the company "has publicly announced that it has ceased research and development of new opioid medications and has not launched a single opioid medication." In August 2022, Endo said it had reached a $450 million settlement with more than 30 states to resolve opioid lawsuits. The case is Federal Trade Commission v. Endo Pharmaceuticals Inc et al, U.S. Court of Appeals for the D.C. Circuit, No. 22-5137. For FTC: Mark Hegedus of the FTC For Endo: George Gordon of Dechert 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 Aug. 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 the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as counsel and Ducera Partners LLC as investment banker. ENVEN ENERGY: Fitch Puts 'B-' LongTerm IDR on Watch Positive ------------------------------------------------------------ Fitch Ratings has placed EnVen Energy Corporation, Energy Ventures GoM LLC and EnVen Finance Corporation's 'B-' Long-Term Issuer Default Rating (IDR) on Rating Watch Positive. In addition, Fitch has placed the issue-level ratings for Energy Ventures GoM LLC's 'BB-'/'RR1' reserve-based lending credit facility (RBL), and 'B-'/'RR4' senior secured notes on Rating Watch Positive. The rating action follows the announcement that Talos Energy will acquire EnVen. The Rating Watch Positive reflects the credit accretive nature of the acquisition and increased production scale. KEY RATING DRIVERS Credit-Friendly Acquisition: Talos announced that it has entered into an agreement to acquire EnVen for $1.16 billion. The acquisition will be funded by the issuance of 43.8 million of Talos shares to the selling shareholders, $215 million of cash, and the assumption of net debt (approximately $50 million). The acquisition increases production scale by 30%, and is credit accretive given the large equity component, provides for $30 million of expected synergies, and adds assets contiguous to Talos's existing portfolio. Fitch views the acquisition as credit positive for Talos, with the expectation that EnVen's rating will be withdrawn upon the close of the acquisition. Enhanced Gulf of Mexico Position: Pro forma, Talos will materially expand the combined company's size and scale in the Gulf of Mexico with total net acreage of 947k (35% increase) and expected proforma 2022 production of 85Mboepd (72% liquids). The GoM asset profile is different from the typical shale-driven onshore exploration and production (E&P) issuer. Differences include relatively low asset acquisition costs, which may be offset by higher plugging and abandonment (P&A) obligations, lower decline rates, and typically, higher oil-price realizations. Challenges associated with the business model include execution risk associated with new exploration projects, substantial capital requirements, longer spud to first oil times, materially higher environmental remediation costs, the need to post significant financial assurances to third parties to guarantee remediation work and the tail risks from hurricane activity and potential oil spills. Standalone Medium-Term Liquidity and Refinancing Risk: Historically, EnVen has strong liquidity, keeping plenty of cash on the balance sheet and leaving the revolver undrawn since 1Q18. As production continues to decline and the asset base is slowly depleted, there is risk that the liquidity profile could deteriorate as the company utilizes its cash and relies on its shrinking revolver to cover operational and financial obligations. While this is not a short-term concern with no maturities until 2026, if 1P reserves continue to decline through the medium term, elevated credit metrics and impaired liquidity would lead to substantial refinancing risk. Standalone Positive FCF, Sub-1.5x Leverage: Fitch's base case forecasts positive FCF of $60 million-$180 million, with cash flow supported by profitable, low decline assets, a stable production handling agreement segment and EnVen's proactive hedging policies. Fitch-calculated total debt/EBITDA is forecast to remain at or around 1.0x through the rating horizon based on the company's conservative financial policy. Manageable Decommissioning Costs: Fitch believes that management has demonstrated an ability to manage its asset retirement obligation (ARO) cost and funding risks. At Dec. 31, 2021, EnVen's AROs totaled approximately $325 million. Through 2030, the majority of P&A activity will target remaining shelf assets, and Fitch expects that annual spend will be less than 10% of annual average EBITDA. Fitch believes management has largely mitigated ARO funding risk with the fully funded Lobster/Petronius acquisition P&A escrow account, over $66 million of notes receivable from investment-grade counterparties and 2.1x coverage of future P&A obligations through surety bonds. Twelve-Month Hedging Strategy: EnVen has 67% of expected 2022 oil production hedged and 33% of gas production. Per the amended reserve-based lending (RBL) agreement, its leverage ratio is below a defined threshold, resulting in the required hedging minimum reducing to 50% of proved developed producing (PDP) for 12 months. The agreement also limits hedging to 85% of projected production for December to July ("non-wind months") and 70% of 1P reserves for August to November (wind months). The company is currently about 10% hedged for 2023 and will likely continue to layer on positions as market opportunities present themselves. Fitch views the company's hedging strategy through the forecast as a credit positive, as it supports the capital program and reduces cash flow volatility. Convertible Series A Preferred Shares Receive 100% Equity Credit (EC): Fitch has assigned 100% EC to the EnVen series A preferred stock based on the security's structural features. The instrument is subordinate to all outstanding debt, has no material covenants or change of control clause, and lacks coupon step-ups and a call date. The company also retains the ability to defer coupon payments and pay dividends with additional preferred stock. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer: - Closing of the contemplated acquisition in 2H22; - WTI oil price of $95/bbl in 2022, $81/bbl in 2023, $62/bbl in 2024 and $50/bbl thereafter; - Henry Hub natural gas price of $7.00/mcf in 2022, $5.00/mcf in 2023, $4.00/mcf in 2024 and $3.00/mcf in 2025; - Premium differentials to WTI and Henry Hub throughout the forecast; - Production is volatile over the forecast driven by timing of capex spend; - Average annual capex of around $160 million throughout the forecast period; - Cash cost of P&A obligations at about 10% of mid-cycle EBITDA throughout the forecast period; - FCF allocated toward cash build due to conservative financial policy. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that EnVen Energy Corporation would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach Fitch assumed a going-concern EBITDA of $149 million. This value assumes a prolonged downturn in the pricing environment considerably decreasing revenue, limiting capital reinvestment and lowering production. Inability to expand the reserve base leads to continuously lower production, negative FCF generation and eventually bankruptcy as the business fails to meet its operational and financial obligations. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which we base the enterprise valuation (EV). An EV multiple of 2.25x is applied to the GC EBITDA to calculate a post-reorganization EV versus the historical energy upstream sub-sector multiple of 5.2x-5.6x, and median EV/EBITDA multiples in observed offshore transactions in the 2.0x-4.0x range. The lower multiple also reflects the impact of significant offshore E&P remediation obligations in the form of Asset Retirement Obligations (AROs) and surety bonds. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of the company's offshore assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch used historical transaction data for the GoM blocks on a $/bbl, $/1P, $/2P, and PDP PV-10 basis to attempt to determine a reasonable value based on recent M&A transactions in the gulf and valuations from emerging, offshore bankruptcies of Fieldwood Energy, Stone Energy and Arena Energy. Based on the aforementioned historical data, Fitch valued the oil and natural gas assets at $335 million. Fitch assumed the $165 million RBL facility was drawn at 100% in a bankruptcy scenario. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Completion of the Talos's acquisition of EnVen under the proposed terms, with the expectation that the EnVen ratings will be withdrawn upon the close of the acquisition. Fitch does not expect a positive rating action without a material increase in production and reserve size. - Greater than 100% reserve replacement leading to reserve life approaching eight to 10 years and PDP/1P at 60%-80%; - Increased size and scale evidenced by production trending towards 75 mboe/d; - Adherence to management's financial policy that prioritizes FCF and liquidity, as well as maintenance of a rolling hedging program; - Mid-cycle debt/EBITDA at or below 2.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure for Talos to complete the contemplated acquisition of EnVen will result in the removal of the Positive Watch. - Sustained decline in proved reserves with reserve life approaching three years; - Loss of operational momentum evidenced by production trending below 20 mboe/d; - Inability to generate FCF and allocate capital that heightens liquidity and refinancing risk or access to the capital markets; - Mid-cycle debt/EBITDA approaching 3.0x heightening covenant risk; - Unfavorable regulatory changes and/or extended moratorium on new oil & gas leases. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: EnVen maintains a conservative financial policy and consistently keeps material unrestricted cash on the balance sheet. Additionally, the company rarely utilizes its RBL facility with the most recent draw in 1Q18. With these characteristics and consistently neutral to positive FCF, Fitch expects that EnVen will maintain adequate liquidity throughout the rating case. The company's debt consists of a senior secured RBL facility and 11.75% second-lien senior secured notes. The floating rate RBL facility closed with a $165 million borrowing base that is subject to semi-annual redeterminations. This facility currently only has $3.6 million letters of credit outstanding at 2Q22. At the most recent redetermination in June 2022, the company had the ability to increase the borrowing base to $250 million, however, elected to increase the committed amount to $200 million from $165 million. The second lien notes have an annual repayment of $30 million per annual with a bullet repayment at maturity. No near-term maturities exists; the RBL maturity is in 2024, and the second lien notes maturity is in 2026. ISSUER PROFILE EnVen is an independent oil and natural gas company engaged in the development, exploitation, exploration and acquisition of primarily crude oil properties in the deepwater GoM. ESG CONSIDERATIONS EnVen has an ESG Relevance Score of '4' for Waste and Hazardous Materials Management/Ecological impacts, due to the enterprise-wide solvency risks that an offshore oil spill poses for an E&P company. EnVen also has an ESG Relevance Score of '4' for Energy/Management, which reflects the company's cost competitiveness and financial and operational flexibility due to scale, business mix, and diversification. These factors have a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Debt Rating Recovery Prior ---- ------ -------- ----- EnVen Finance Corporation LT IDR B- Rating Watch On B- EnVen Energy Corporatio LT IDR B- Rating Watch On B- Energy Ventures Gom LLC LT IDR B- Rating Watch On B- senior secured LT BB- Rating Watch On RR1 BB- Senior Secured 2nd Lien LT B- Rating Watch On RR4 B- EYP GROUP: Amends Plan; Confirmation Hearing Nov. 1 --------------------------------------------------- EYP Group Holdings, Inc., et al., submitted a Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Liquidation (with Technical Modifications). The Plan is the product of good-faith, arm's-length negotiations and is consistent with the objectives of chapter 11. Throughout these Chapter 11 Cases, the Debtors worked closely and in coordination with their key stakeholders, including the Creditors' Committee. 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. 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 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 A1 consists of the Allowed LPC Claims against EYP, Inc. and/or 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 $1,500,00, 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. Class A3 consists of all Allowed General Unsecured Claims against EYP, Inc. and/or the Licensed Operating Debtors. 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 in full and final satisfaction of such Allowed General Unsecured Claim against EYP, Inc. and/or the Licensed Operating Debtors, a holder of any such Allowed General Unsecured Claim shall be paid in full from the Distributable Cash so as to render such Claim Unimpaired. Class A3 is Unimpaired under the Plan Class B2 consists of all Allowed General Unsecured Claims against EYP 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, in full and final satisfaction of such Allowed General Unsecured Claim against all Debtors, a holder of any such Allowed General Unsecured Claim shall be paid in full from the Distributable Cash so as to render such Claim Unimpaired. Class B2 is Unimpaired. Class C3 consists of Allowed General Unsecured Claims against the 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, 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. Class C3 is Impaired under the Plan. The Plan shall be funded from (i) the Distributable Cash and the (ii) Net Litigation Proceeds. The Bankruptcy Court has scheduled November 1, 2022, at 1:00 p.m. as the hearing to consider confirmation of the Plan. October 25, 2022, at 4:00 p.m. is the deadline to file and serve any objections or responses to the Plan. October 25, 2022, at 4:00 p.m. is the deadline for completed Ballots to be received by the Voting Agent. A copy of the Disclosure Statement dated September 27, 2022, is available at https://bit.ly/3fCN1oi 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. FANNIE MAE: Appoints Priscilla Almodovar as CEO, Director --------------------------------------------------------- Fannie Mae (formally, the Federal National Mortgage Association) appointed Priscilla Almodovar as chief executive officer and a member of the Board of Directors of the company. Ms. Almodovar's appointment will be effective as of Dec. 5, 2022. As of the date of this filing, the Board committees on which Ms. Almodovar will serve have not been determined. Ms. Almodovar, 55, has served as president and chief executive officer of Enterprise Community Partners, Inc., which invests in communities nationwide to address affordable housing challenges and expand access to investment capital, since September 2019. Ms. Almodovar will leave Enterprise prior to joining Fannie Mae. Ms. Almodovar previously was a managing director at JPMorgan Chase, Inc. from January 2010 to September 2019, where she led national real estate businesses that focused on commercial real estate and on community development. Prior to joining JPMorgan Chase, from January 2007 to December 2009, Ms. Almodovar was the president and chief executive officer of New York state's housing finance and mortgage agencies. In 2015, Ms. Almodovar also served as the co-chair of the New York State Health Innovation Council, an advisory body of the New York State Department of Health. Ms. Almodovar began her career at the global law firm, White & Case LLP, where as an equity partner she specialized in international project finance and capital markets. Ms. Almodovar has served on the Board of Directors of Realty Income, Inc., a real estate investment trust, since November 2021, where she serves on the Board's Audit Committee. She previously served on the Board of Directors and Audit Committee of VEREIT, Inc., which was acquired by Realty Income, Inc., from February to November 2021. Fannie Mae has business relationships with Enterprise or entities Enterprise owns or in which Enterprise has an interest. These relationships include the following: * LIHTC equity investments. Fannie Mae has made and expects in the future to make equity investments in low-income housing tax credit funds for which a subsidiary of Enterprise serves as the LIHTC syndicator and fund manager. For the year ending Dec. 31, 2022, Fannie Mae anticipates committing investments of approximately $150 million in such LIHTC funds, of which over $50 million was funded through Aug. 31, 2022. Fannie Mae made no such investments in 2021. Enterprise's subsidiary receives syndication fees from LIHTC funds at the time of the original investment and ongoing asset management fees relating to managing investments of these LIHTC funds. * Affordable loan purchases. Fannie Mae purchases loans that support affordable housing through various lenders. In some cases, Enterprise, in its capacity as a LIHTC syndicator and fund manager, has invested in and manages a LIHTC fund that has a limited partnership interest in the underlying borrower for a loan purchased by Fannie Mae. * DUS lender relationship. Enterprise owns a controlling interest in Bellwether Enterprise Real Estate Capital, LLC, which is a Fannie Mae Delegated Underwriting and Servicing lender. Fannie Mae regularly enters into transactions with Bellwether in the ordinary course of this business relationship, including securitizations of multifamily mortgage loans and trades in multifamily Fannie Mae mortgage-backed securities. As a DUS lender, Bellwether receives servicing fees from the borrower in connection with such loans and is obligated to share in the loss of any loan that it delivers to Fannie Mae that subsequently defaults. As of Aug. 31, 2022, Fannie Mae held less than $10 billion in loans acquired from and serviced by Bellwether, measured by unpaid principal balance. * Consulting and advisory services; conference sponsorship. Enterprise provides certain consulting and advisory services to Fannie Mae relating to multifamily housing and also hosts conferences on affordable housing issues. In 2021 and the first eight months of 2022, Fannie Mae paid Enterprise approximately $650,000 in connection with these services and conference sponsorship. The Company stated, "Fannie Mae's relationships with Enterprise and Enterprise-related entities are customary arms'-length commercial relationships, comparable to those that Fannie Mae has with other participants in the multifamily mortgage industry. We believe Fannie Mae's transactions with Enterprise and its related entities contributed to less than 15% of Enterprise's 2021 revenue. A portion of Ms. Almodovar's 2021 compensation from Enterprise was based on Enterprise's performance, and Ms. Almodovar may receive performance-based compensation for 2022 as well." Ms. Almodovar's direct compensation as Fannie Mae's chief executive officer will consist solely of base salary at an annual rate of $600,000. Ms. Almodovar will also be eligible to receive employee benefits, as described in Fannie Mae's annual report on Form 10-K for the year ended Dec. 31, 2021, filed with the Securities and Exchange Commission on Feb. 15, 2022. In connection with Ms. Almodovar's appointment as Fannie Mae's chief executive officer, she has been offered benefits under Fannie Mae's relocation plan. These benefits are conditioned on Ms. Almodovar's continued employment with Fannie Mae for a minimum of 18 months from her start date as chief executive officer. She must reimburse Fannie Mae 100% of these benefits paid to her if her employment terminates (either voluntarily or involuntarily due to misconduct) within 12 months, or 50% if her employment terminates from the 13th through the 18th month. Ms. Almodovar will not receive any additional compensation for her service as a director. Fannie Mae expects to enter into an indemnification agreement with Ms. Almodovar. In connection with Ms. Almodovar's appointment, David C. Benson will step down as interim chief executive officer and a member of the Board of Directors, effective Dec. 5, 2022. Mr. Benson will continue to serve as Fannie Mae's president. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae, is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae helps make the 30-year fixed-rate mortgage and affordable rental housing possible for millions of Americans. The Company partners with lenders to create housing opportunities for families across the country. Visit -- http://www.FannieMae.comFannie Mae has been under conservatorship, with the Federal Housing Finance Agency ("FHFA") acting as conservator, since Sept. 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since provided for the exercise of certain authorities by the Company's Board of Directors. The Company's directors do not have any fiduciary duties to any person or entity except to the conservator and, accordingly, are not obligated to consider the interests of the company, the holders of the Company's equity or debt securities, or the holders of Fannie Mae MBS unless specifically directed to do so by the conservator. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. FIGUEROA MOUNTAIN: Court OKs 16th Cash Collateral Stipulation ------------------------------------------------------------- Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central District of California approved the 16th stipulation between Figueroa Mountain Brewing, LLC, on the one hand, and secured creditors, White Winston Select Asset Funds, LLC and SCS Acquisition LLC, as successor in interest to Montecito Bank & Trust, on the other hand, over the Debtor's use of cash collateral. The Debtor is authorized to use cash collateral, on a final basis, through the earlier of (a) October 14, 2022, or (b) the date on which the Debtor's cash on hand falls below the Cash Floor initially set at $698,865. During the period, the Debtor is permitted to use cash collateral solely to pay the expenses set forth in the budget attached to the 16th Stipulation or further budget that may be approved by the Parties or the Court, subject to the Order on Application for Payment of: Interim Fees and/or Expenses (11 U.S.C. section 331) for Lesnick, Prince & Pappas, LLP, with authority to deviate from the expense line items contained in the Budget by no more than 25% on a line-item basis, so long as the aggregate expense deviation is no more than 15%, with any unused portions to carried over into the following week(s), and to pay expenses owing to the Clerk of the Bankruptcy Court and fees owing the Office of the United States Trustee. The Debtor's secured creditors will continue to receive replacement liens in post-petition collateral, as adequate protection, pursuant to the terms of the 16th Stipulation. A copy of the order is available for free at https://bit.ly/3C2j5cO from PacerMonitor.com. About Figueroa Mountain Brewing LLC Founded in 2020, Figueroa Mountain Brewing, LLC -- https://www.figmtnbrew.com/ -- is in the business of manufacturing beer with principal place of business in Buellton, Calif. Figueroa Mountain Brewing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11208) on Oct. 5, 2020. Jaime Dietenhofer, the company's manager, signed the petition. At the time of filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Martin R. Barash oversees the case. Lesnick Prince & Pappas LLP is the Debtor's legal counsel. FUSION PROMOTIONS: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Fusion Promotions & Marketing LLC to use cash collateral in accordance with the budget, with a 15% variance, on a final basis. The Debtor requires the use of cash collateral to pay its labor force and pay its other operating expenses. The U.S. Small Business Administration may assert a lien upon and security interest in the Debtor's assets as more particularly described in the UCC Financing Statement number 38-2020-035841, filed on June 30, 2020 in the records of the Coweta County Clerk of Superior Court. As adequate protection, the SBA will be granted a security interest in and lien upon all of Debtor's assets created or acquired by Debtor post-petition. As adequate protection, the SBA is granted a security interest in and lien upon all of the Debtor's assets created or acquired by the Debtor post-petition. A copy of the order and the Debtor's budget is available at https://bit.ly/3SRbW68 from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $75,855 for October 2022; $71,115 for November 2022; and $74,610 for December 2022. About Fusion Promotions & Marketing LLC Fusion Promotions & Marketing LLC is a provider of brand representation talents. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-56872) on August 31, 2022. In the petition signed by Matthew Burns, CEO, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Paul Baisier oversees the case. Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's counsel. GARUDA INDONESIA: Seeks U.S. Recognition of Indonesian Plan ----------------------------------------------------------- Flag carrier PT Garuda Indonesia (Persero) Tbk has filed a Chapter 15 bankruptcy petition, requesting a court in New York recognize the airline's recent debt restructuring deal in a Jakarta court. Founded in 1950, Garuda is the national airline of Indonesia, which as of July 2022, flying to 44 cities in Indonesia and 14 international destinations. As of June 30, 2022, Garuda had approximately 4,715 employees, almost all of whom are based in and work in Indonesia. The Indonesian government owns 100% of Garuda's "Series A" equity and 60.54% of Garuda's "Series B" equity. PT Trans Airways, a privately held company, owns 28.27% of Garuda's "Series B" equity. Garuda CEO Irfan Setiaputra explained in court filings that like many other air carriers around the world, Garuda's operations were significantly impacted by the COVID-19 pandemic and resulting travel restrictions. In fiscal year 2020, Garuda operated at less than half of its capacity, serving less than a third of passengers compared to pre-pandemic levels. This decrease in travel continued through 2021 and had a material effect on Garuda's profits. To respond to these unprecedented economic conditions, Garuda took several measures to optimize its profitability and cash flow, including focusing on cargo and charter services, minimizing operational costs. Furthermore, Garuda worked to right-size its balances sheet, including by working to raise new capital, including through financing from the Indonesian government, and a US$500 million consent solicitation. Despite these efforts, as the pandemic continued, it became evident that Garuda would need to undergo a comprehensive restructuring under Indonesian Insolvency Law, which it announced towards the end of 2021, resulting in the PKPU Proceeding. The PKPU Proceeding culminated in the approval of a plan of reorganization, which holistically administered Garuda's debt. Even with the PKPU Proceeding, due to the international nature of certain of its debt and assets, Garuda remains vulnerable to creditor actions outside of Indonesia, including in the United States. Accordingly, the Foreign Representatives commenced the Chapter 15 Case to obtain recognition of the PKPU Proceeding as a foreign main proceeding and seek other relief in support of its restructuring efforts. PKPU Plan On June 17, 2022, Garuda proposed to creditors the PKPU Plan developed in consultation with an ad hoc group of its aircraft lessors, Sukuk Holders and a number of other creditors working to facilitate the restructuring of Garuda's debts. The voting creditors overwhelmingly supported the PKPU Plan, with 95.07% in number of creditors which represented 97.46% in amount voting by the unsecured creditors to approve the PKPU Plan. Because there were no secured creditors in the PKPU Proceeding, the unsecured creditors' votes met the threshold to accept the PKPU Plan. On June 27, 2022, the PKPU Plan was approved by the Indonesian Court. The terms of the PKPU Plan are: a. Preferred Creditors. The Indonesian government will receive 100% recovery on the IDR 1 trillion mandatory convertible bonds issued by Garuda pursuant to that certain Deed of Mandatory Convertible Bonds Issuance Agreement (Akta Perjanjian Penerbitan Obligasi Wajib Konversi) No. 28 dated 28 December 2020 in the form of new ordinary shares in Garuda. All other Preferred Creditors, including Garuda employees, will have their claims repaid in full from operational cash flow over time. b. Aircraft Lessors. Each aircraft lessor is given the option to (i) terminate their existing lease agreement and Garuda and its subsidiaries will have no further obligations under the relevant lease agreement, or (ii) if the aircraft is (a) part of Garuda's "go-forward business plan," to amend the terms of the existing lease; or (b) not part of the go-forward plan, to provide a proposal to enter into an alternative lease arrangement. c. Spare Engine Lessors. Each Spare Engine Lessor shall amend the terms of its respective exiting lease agreement pursuant to the go-forward spare engine term sheets included in the PKPU Plan. d. Finance Lease Creditor. Export Development Canada, as party to, among others, that certain aircraft leasing facility agreement, shall receive a pro rata share of the New Notes and New Equity. e. Aircraft Manufacturers. The following settlement terms apply to the different aircraft manufactures: (i) existing aircraft purchase agreements with Boeing will be cancelled in full; (ii) the Airbus purchase agreement will be amended; (iii) the exiting aircraft purchase agreement with Avions De Transport Regional G.I.E. has been cancelled in full; and (iv) each aircraft manufacturer shall receive its pro rata share of New Notes and New Equity. f. MRO Vendors. Garuda has entered into individual settlements with its maintenance, repair and/or overall service providers to ensure continued performance after the conclusion of the PKPU Proceedings. g. Financing Creditors. The Existing Loan Agreement shall be deemed amended to reflect the New Payment Terms agreed to in furtherance of the PKPU Plan and the Financing Creditors shall receive settlement of its claims in accordance with those New Payment Terms. h. Sukuk Holders. Holders of Sukuk Certificates will receive their pro rata share of New Sukuk Certificates and New Equity. All obligations under the existing Sukuk Certificates shall be deemed discharged upon the Effective Date. i. Trade Creditors. Trade creditors with a claim equal to or below IDR 255,000,000 will be repaid in full from operational cash flow over time. Trade creditors with a claim greater than IDR 255,000,000 shall receive (i) in the case of onshore Other Trade Creditors, Local Debt Claims and New Equity, and (ii) in the case of offshore Other Trade Creditors, New Notes and New Equity. In total, USD $825 million will be distributed to Garuda's creditors pursuant to the PKPU Plan in the form of Local Debt Claims, New Notes, and New Sukuk Certificates. Additionally, Garuda will issue New Equity through a rights issue in the amount representing the greater of (x) the amount equal to 19% of the Equity Eligible Creditors' Settlement Claims (expressed in USD) less the amount of debt allocated to them pursuant to Article 5.10a, and (y) US$330 million. The carrier's restructuring agreement is currently being challenged in the country's Supreme Court by an Ireland-based aircraft lessor. On July 4, 2022, Greylag Goose Leasing 1446 Designated Activity Company and Greylag Goose Leasing 1410 Designated Activity Company, aircraft lessors to Garuda, each filed an appeal to the Indonesian Supreme Court in respect of the PKPU Judgment. No decision on the appeal has been made so far. According to Garuda, if the Appeal is decided in the Greylag Entities' favor, the PKPU Plan will no longer be in force and Garuda may be declared bankrupt, which would result in the commencement of a liquidation process. Greylag has previously objected to the calculation of their claims at around 2.3 trillion rupiah (US$152.07 million) in the restructuring agreement. About Garuda Indonesia Garuda Indonesia is the flag carrier of Indonesia. On Oct. 22, 2021, one of Garuda's creditors filed a PKPU petition against Garuda to commence the PKPU Proceeding under Indonesian Insolvency Law. PKPU is a court-enforced suspension of payments process which is designed to provide a debtor a definite period of time to restructure its debt and reorganize its affairs pursuant to a composition plan with its creditors. The Indonesian Court granted the PKPU Petition on Dec. 9, 2021 and appointed Jandri Siadari, S.H., Dip.Mkt., LL.M., Martin Patrick Nagel, S.H., M.H., Albert Hasoloan Limbong, S.H., Asri, S.H., M.H., Mulyadi, S.H., LL.M., William Eduard Daniel, S.E., S.H., LL.M., MBL as administrators who, together with the Debtor, manage the Debtor's assets during the PKPU Proceeding. On June 17, 2022, Garuda proposed to creditors the PKPU Plan developed in consultation with an ad hoc group of its aircraft lessors, Sukuk Holders and a number of other creditors working to facilitate the restructuring of Garuda's debts. The PKPU Plan anticipates Garuda continuing to operate in the ordinary course. PT Garuda Indonesia (Persero) Tbk filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 22-bk-11274) on Sept. 23, 2022, to seek U.S. recognition of its debt restructuring in Jakarta, Indonesia. The U.S. case is overseen by Honorable Bankruptcy Judge Lisa G Beckerman. The Debtor is represented by Thomas S. Kessler of Cleary Gottlieb Steen & Hamilton LLP in the U.S.. GARY S. MERCADO: $1.1MM Sale of Fort Lauderdale Property Approved ----------------------------------------------------------------- Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern District of Florida authorized Gary S. Mercado and Steven Conrad Barnes to sell their residential real property located at 4820 N.E. 29th Ave., in Fort Lauderdale, Florida 33308, legally described as Lot 8, Block D, Coral Ridge Country Club Addition No. 3, according to the map or plat thereof, as recorded in Plat Book 52, Page(s) 14, of the Public Records of Broward County, Florida, to Antonio Marino and Silvia Marino, husband and wife, for $1,076,000 pursuant to their Contract. A hearing on the Motion was held on Sept. 8, 2022, at 1:30 p.m. The Sale is free and clear of all liens and encumbrances, on the terms and conditions set forth in the Order and pursuant to the Debtors' Plan of Reorganization. The Debtors are authorized to satisfy the mortgage liens. The Debtors are authorized to pay Cycling Sports Group Inc. in full and complete satisfaction of its underlying lien and claim in the amount of $347,188.18, (a) a pay-off of $200,000 at closing, and (b) payments from the balance that would be due Cycling Sports Group, Inc. from the sale in the following priority: A carve out to pay the tenant for adequate protection and return of security deposit (i) a carve-out to pay 100% of the allowed administrative claimants, (ii) an additional carve-out of $10,000 for the general unsecured class, (iii) up to an additional $45,000 to be paid five business days subsequent to the Closing Date to Cycling Sports Group Inc., and (iv) the balance if any to the general unsecured class. The Debtors' estates or any escrow/disbursing agent at the closing of the sale is authorized to make immediate payment (i) for any costs customarily paid at real property closings in Broward County, Florida, (ii) to fully satisfy the first and second mortgages, and (iii) to pay the agreed amount of $200,000 to Cycling Sports Group Inc. with its lien to attach to the balance of the proceeds of sale subject to the terms of the agreed carve-outs; and (iv) to pay the tenant. The funds after payment of the amounts detailed will be held in trust by the Debtors' counsel and not disbursed without further order of the Court. The Real Property will be sold free and clear of any interest of Gregg Paley, including his possessory interest on the following terms and conditions: (I) The Debtor's tenant, Mr. Gregg Paley, will vacate the premises by Dec. 1, 2022; (II) Mr. Paley will have no obligation to pay rent in the month of October; the Debtor will apply Mr. Paley's last months rent to the month of November 2022; (III) The Debtor will pay Mr. Paley's $5,000 from the closing proceeds as adequate protection pursuant to Section 363(e). The Debtor will return Mr. Paley's security deposit of $9,200 subject to the requirement that premises are left in a reasonably clean condition and without any damage to the Real Property when the premises are vacated. It will be presumed that no damage to the Real Property existed as of the date of the Buyers inspection related to their purchase of the home, as such any claim for damages other than reasonable wear and tear will be limited from the date of that inspection until the premises are vacated. If the closing does not occur for any reason the security deposit of $9,200 will be returned by Dec. 10, 2022 subject to the damage provisions as set forth. (IV) The Debtors will not disparage Mr. Paley and if contacted for information about him will state all payments were timely made and there were no problems under the lease; and (V) The "For Sale" sign on the Real property will be removed by Sept. 21, 2022. The 14-day requirement set forth in Bankruptcy Rule of Civil Procedure 6004(h) is waived. The Sale Order is incorporated in the underlying Chapter 11 plan. The Plan, upon being confirmed, authorizes the sale of the Real Property which "may not be taxed under any law imposing stamp tax or similar tax." The Sale of the Real Property is integral to the confirmation and payment to the creditors. The bankruptcy case is In re: Gary S. Mercado and Steven Conrad, Case 22-13718- PDR (Bankr. S.D. Fla.). GENEVER HOLDINGS: Unsecureds to be Paid in Full in Bravo Luck Plan ------------------------------------------------------------------ Bravo Luck Limited filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement in support of Chapter 11 liquidating plan of reorganization for Debtor Genever Holdings LLC dated September 26, 2022. The Debtor is a New York limited liability company and the legal owner of a luxury apartment and auxiliary units on the 18th floor of The Sherry-Netherland Inc. ("The Sherry"), located at 781 Fifth Avenue, New York, NY 10022 (the "Residence"). The Debtor sought Chapter 11 relief on October 12, 2020 in the face of a dispute in multiple courts relating to claims concerning the beneficial ownership of the Residence as between Bravo Luck and Pacific Alliance Asian Opportunity Fund ("PAX"). This dispute remains the subject of pending litigation in the Supreme Court, New York County (the "New York Action") and in the Eastern Caribbean Supreme Court, Virgin Islands, In the High Court of Justice, Commercial Division (the "BVI Court" and the "BVI Action"). This litigation has been generally referred to as the Ownership Dispute throughout the Chapter 11 case, and is defined as such for the purposes of this Plan. In the face of the competing claims and multiple lawsuits, the Debtor sought Chapter 11 relief in order to be in a position to pursue a sale of the Residence (the "Sale") and monetize the asset under a stable and transparent framework consistent with the Bankruptcy Code while the pending litigations proceed to conclusion in New York and the British Virgin Islands. During the Chapter 11 case, and after arduous negotiations, the Debtor, Bravo Luck and PAX reached a comprehensive global settlement pursuant to that certain Second Amended and Restated Settlement Agreement dated September 24, 2021, and approved by order of the Court dated October 8, 2021, (the "Global Settlement"). For purposes of the Plan, the Global Settlement is hereby expressly incorporated by reference and shall remain fully enforceable and binding on the signatories thereto, to wit, the Debtor, Bravo Luck and PAX on a post-Confirmation basis through completion of the Sale. At bottom, the Plan provides the mechanism to implement the Global Settlement, sell the Residence (subject to the approval of The Sherry under its internal rules and regulations and in accordance with applicable non-bankruptcy law), and to distribute the proceeds realized therefrom to the holders of Allowed Claims and Interests. The Plan constitutes a binding contract between the Debtor and its creditors, and is predicated upon the Sale of the Residence and distribution of the Sale Proceeds consistent with the priorities established under the Bankruptcy Code. Class 1 consists of the Allowed Claim of The Sherry. The Sherry has filed a pre-petition Claim for unpaid rent, additional rent, maintenance and assessments in the total sum of not less than $891,462.06. The Sherry's allowed pre-petition claim shall be paid in full, in cash, from the Sale Proceeds upon the Closing, with the balance of the unused portion of The Sherry Security Deposit to be returned to the party that originally funded The Sherry Security Deposit. ("The Sherry Pre-petition Claim"). Class 2 consists of the Bravo Luck Claim. In the event that Bravo Luck is determined to be the direct or indirect owner of the Residence pursuant to the Ownership Dispute and/or Allowed by the Bankruptcy Court pursuant to Final Order, then in such event Bravo Luck shall be paid all of the Net Sale Proceeds from the Escrow or otherwise after satisfaction of Allowed Administrative and Priority Claims as well as the Allowed Claim of The Sherry. In the event Bravo Luck is not found to be the direct or indirect owner of the Residence, but is determined to hold an Allowed Unsecured Claim against the Debtor, then such Class 2 Claim shall be paid on a pro rata and pari passu basis with any other Allowed Class 3 and Class 4 Claims, if any. Class 3 consists of the Claims of Golden Spring and Guo. To the extent that Golden Spring's and Guo's Claims are Allowed by the Bankruptcy Court pursuant to Final Order, then in such event Golden Spring and Guo shall be paid from the Net Sale Proceeds (if not otherwise paid to Bravo Luck), on a pro rata and pari passu basis with any other Allowed Class 2 and Class 4 Claims, if any. Class 4 consists of the Claim of PAX. To the extent that PAX's alter ego claims are established in the Ownership Dispute and/or the PAX Claim is Allowed by the Bankruptcy Court pursuant to Final Order, then, in such event, PAX shall be paid from the Net Sale Proceeds (if not otherwise paid to Bravo Luck), on a pro rata and pari passu basis with any other Allowed Class 2 and Class 3 Claims, if any. Class 5 consists of any Unsecured Claims, excluding the Claims of Bravo Luck, Golden Spring, Guo and PAX. The Allowed Class 5 Claims of other Unsecured Creditors, if any, shall be paid in full from the Net Sale Proceeds (if not otherwise paid to Bravo Luck), on a pro rata and pari passu basis with any other Allowed Class 2, 3 and 4 Claims, if any. Class 6 consists of the 100% Stock or Membership Interest of Genever BVI in the Debtor. In all likelihood, the disposition of the Stock or Membership Interest of Genever BVI shall be determined in the context of the Ownership Dispute, subject to the Bankruptcy Court's retention of jurisdiction to adjudicate the Stock or Membership Interest if not resolved in the Ownership Dispute. Regardless of the outcome of the Ownership Dispute with respect to the Stock or Membership Interest, Genever BVI shall continue as the sole member of the Debtor and Reorganized Debtor, as applicable, to carry out and implement the Global Settlement, and the terms of this Plan, which shall remain in full force and effect irrespective of the final disposition of PAX's pending turnover proceeding in the BVI Court or any other dispute regarding the equity ownership of Genever BVI or the Debtor. The Plan is predicated upon the Sale of the Residence pursuant to the Global Settlement. All distributions shall be made on a post-Confirmation basis at or after Closing, even though the Plan becomes effective once the Confirmation Order becomes final. To reinforce continuity, the Plan contains express provisions for the ratification of the Global Settlement. The Plan is intended to continue and implement the Global Settlement and carry forward all its terms and conditions (without change). Thus, approval and Confirmation of the Plan shall constitute ratification and reconfirmation of the Global Settlement on a post-Confirmation basis by the signatories thereto, providing for the Sale and distribution of the Sale Proceeds. A full-text copy of the Disclosure Statement dated September 26, 2022, is available at https://bit.ly/3SH252H from PacerMonitor.com at no charge. Attorneys for Bravo Luck Limited: Troutman Pepper Hamilton Sanders LLP Francis J. Lawall 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Telephone: (215) 981-4000 Facsimile: (215) 981-4750 francis.lawall@troutman.com About Genever Holdings Genever Holdings LLC is the owner of the entire 18th floor apartment and auxiliary units in the Sherry Netherland Hotel located at 781 Fifth Ave., New York Genever Holdings filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-12411) on Oct. 12, 2020, listing up to $100 million in both assets and liabilities. Judge James L. Garrity, Jr. oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP, serves as the Debtor's legal counsel. GENOCEA BIOSCIENCES: $2M Sale of ATLAS Platform IP to Harpy Granted ------------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts approved Genocea Biosciences, Inc.'s private sale of intellectual property related to the ATLAS platform, including a portfolio of patents and trademarks, research and clinical trial data, research materials, and software URLs and related equipment, to Harpy Holdings, LLC, or its designee for $2 million, in accordance with the terms of their Asset Purchase Agreement. The Sale is free and clear of Encumbrances. Any and all Encumbrances will attach to the Purchase Price at closing. The Sale is "as is, where is," without representation or warranty except as expressly provided in the Asset Purchase Agreement. The Debtor will assume and assign the Harvard License, effective as of Closing. The Buyer has elected to delete from Schedule 1.4 to the Asset Purchase Agreement the Janssen Collaboration & Option Agreement. Such Janssen Contract will not be assumed and assigned to the Buyer. Within two business days prior to the closing, Silicon Valley Bank ("SVB") will provide the Debtor and the Committee with a payoff letter identifying the amount it asserts to be owed, including any applicable per diem charge. The Debtor is authorized to wire proceeds of the sale to SVB from the closing in an amount sufficient to pay off the outstanding SVB Loan Obligations. In the event that the Debtor or the Committee has a bona fide disagreement as to the amount due to SVB other than the principal amount of $1,413,573.47, the Debtor will pay the principal amount and the undisputed portion of the balance of the SVB Loan Obligation and then seek a hearing from the Court to resolve the disputed portion. A certified copy of the Order may be filed with the appropriate clerk and/or recorded to act to cancel any of the Encumbrances. The provisions of Bankruptcy Rules 6004(h) and 6006(d) staying the effectiveness of the Order for 14 days are waived and the Order will be effective, and the parties may consummate the transactions contemplated by the Asset Purchase Agreement, immediately upon entry. The Sale Hearing was held on Sept. 21, 2022. About Genocea Biosciences Genocea Biosciences, Inc., is a biopharmaceutical company dedicated to discovering and developing novel cancer immunotherapies using its proprietary ATLASTM platform. The ATLAS platform can profile each patient's CD4+ and CD8+ T cell immune responses to every potential target or "antigen" identified by next-generation sequencing of that patient's tumor. Genocea Biosciences sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-10938) on July 5, 2022. In the petition signed by William Clark, president, the Debtor disclosed up to $10 million in both assets and liabilities. Andrew G. Lizotte, Esq., at Murphy and King, Professional Corp. is the Debtor's counsel. The Debtor tapped Murphy & King, Professional Corporation as bankruptcy counsel; Ropes and Gray, LLP as special corporate counsel; and Rock Creek Advisors, LLC as financial advisor. Omni Agent Solutions is the notice, claims, and balloting agent and administrative advisor. The U.S. Trustee for Region 1 appointed an official committee of unsecured creditors in the Debtor's case on July 25, 2022. The committee is represented by Fox Rothschild, LLP. GLEAMIN INC: Court OKs Cash Collateral Access --------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Gleamin Inc. for authority to use cash collateral on an interim basis in accordance with the budget. The Debtor needs the ability to use cash collateral to, among other things, fund the orderly continuation of its business, maintain the confidence of its customers and vendors, pay its operating expenses, and preserve its going-concern value. On December 8, 2021, the Debtor and Yardline Capital Corporation entered into the Purchase and Sale of Future Receipts Agreement, which provided the Debtor with a loan of $493,240. As of the Petition Date, approximately $375,627 remains due and owing under the Loan Agreement. As adequate protection, Yardline is granted an allowed superpriority administrative expense claim as provided for in section 507(b) of the Bankruptcy Code, payable from and having recourse to all cash held in the Merchant Accounts on or after the Petition Date. The Adequate Protection Superpriority Claims will have priority over any and all administrative expenses, adequate protection claims and other claims against the Debtor. The Debtor's right to use the cash collateral will terminate on the earliest to occur of: a. The Debtor's failure to abide by the material terms, covenants, and conditions of the Order; b. The dismissal of the Chapter 11 Case, the conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, the appointment in the Chapter 11 Case of a trustee (other than the Subchapter V Trustee) or examiner with expanded powers, or the removal of the debtor in possession in accordance with section 1185 of the Bankruptcy Code; or c. A Court order is entered reversing, staying, vacating, or otherwise modifying in any material respect the terms of the Order. A copy of the order is available at https://bit.ly/3e2JOy6 from PacerMonitor.com. About Gleamin Inc. Gleamin Inc. is an innovative skin beautifying and cleansing company created by Jordan Smyth. Gleamin Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10768) on Aug. 18, 2022. In the petition filed by Joran Smyth, as founder and CEO, the Debtor reported assets and liabilities between $1 million and $10 million each. David M. Klauder has been appointed as Subchapter V trustee. Pashman Stein Walder Hayden, P.C., led by Joseph Charles Barsalona II, is the Debtor's counsel. GLOBAL ALLIANCE: Wins Cash Collateral Access Thru Oct 14 -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Global Alliance Distributors, Inc. to use cash collateral on an interim basis in accordance with its stipulation with Kapitus LLC. The Debtor is authorized to use receivables and cash collateral to pay ordinary and necessary operating expenses in accordance with the terms of the Kapitus Stipulation and the budget, which amends the budget attached to the Stipulation, on an interim basis through October 14, 2022. During the Interim Period, the Debtor must maintain a combined balance of all bank accounts of not less than $45,000 and is prohibited from withdrawing funds from its accounts if the withdrawal would result in a combined balance of less than $45,000. During the Interim Period, the Debtor must transfer $500 a week to Susan K. Seflin, the Subchapter V trustee. The funds must be held in the trust account of the Subchapter V Trustee pending court approval of a fee application and authorization to apply the funds held in trust to any approved fees and costs of the Sub V Trustee. Kapitus has agreed to subordinate its ownership and security interests in the funds held in trust by the Subchapter V Trustee to the Subchapter V Trustee's right to seek authorization to apply the funds to any court approved fees and costs. Any excess funds held by the Subchapter V Trustee following final approval of all fees and costs must be returned to the Debtor and Kapitus' ownership and security interests in any returned funds will remain intact. During the Interim Period and upon Court approval of the employment of Menchaca & Company LLP, the Debtor will transfer $1,000 a month to Menchaca. The funds will be held in Menchaca's trust account pending Court approval of a fee application and authorization to apply the funds held in trust to any approved fees and costs of the firm. Kapitus also has agreed to subordinate its ownership and security interests in the funds held in trust by Menchaca to the firm's right to seek authorization to apply such funds to any Court-approved fees and costs. As additional adequate protection to other secured parties with an interest in cash collateral, the parties are granted replacement liens upon all post-petition assets of the bankruptcy estate, to the same extent, validity and priority of such parties' pre-petition liens and security interests in the Debtor's assets. The replacement liens are deemed duly perfected and recorded under all applicable laws without the need for any notice or filings. The grant of replacement liens does not limit the right of parties to seek additional adequate protection of their interests and will not be deemed a determination by the Court of the sufficiency of adequate protection provided to such parties. A further continued hearing on the matter is scheduled for October 13 at 11:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3fA3VEi from PacerMonitor.com. The budget provides for total disbursement, on a weekly basis, as follows: $117,011 for the week ending October 7, 2022; $116,967 for the week ending October 14, 2022; $108,789 for the week ending October 21, 2022; and $116,124 for the week ending October 28, 2022. About Global Alliance Distributors Founded in 2010, Global Alliance Distributors Inc. operates a distribution center that distributes primarily Latino books and magazines to approximately 250 supermarkets throughout California, Nevada, Arizona and Florida. It also distributes seasonal items, including, but not limited to, school supplies, sporting goods and equipment, snacks and candies. The Company also operates a logistic business that provides cargo deliveries using independent contractors. Its logistical clients are two major distribution companies, A&C, which is currently the largest international magazine distributor in the world, and Sally Beauty Supplies, a national cosmetics manufacturer. Global Alliance Distributors Inc. sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 22-12552) on May 5, 2022. In the petition filed by Alberto Fabara, as CEO, Global Alliance estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The case is handled by Honorable Bankruptcy Judge Deborah J. Saltzman. The Law Offices of Sheila Esmaili serves as the Debtor's counsel. Menchaca & Company LLP serves as the Debtor's financial advisors and consultants. GREAT PANTHER: Receives TSX Delisting Notice After BIA Proposal --------------------------------------------------------------- Great Panther Mining Limited, on Sept. 27 announced that following a delisting review by the Toronto Stock Exchange ("TSX"), the Company's common shares (the "Shares") will be delisted from the TSX effective close of market on October 27, 2022. Trading of the Shares on the TSX has been suspended since September 6, 2022, as a result of the Company filing a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) (the "BIA"). This suspension will continue until the delisting takes effect. As previously announced, the Shares were delisted from the NYSE American LLC ("NYSE American") on September 14, 2022. The Shares are currently quoted on the OTC Pink operated by the OTC Markets Group Inc. (the "OTC Pink"). The Company expects that the OTC Pink will provide significantly less liquidity than the TSX and NYSE American, and can provide no assurances regarding trading volumes, trading prices or that the Shares will continue to be quoted on the OTC Pink. Due to the risks and uncertainties resulting from the BIA proceedings, trading in the Shares during the pendency of the BIA proceedings poses substantial risks. Shareholders retain their legal rights and equity interest and are advised to contact their brokerage where shares are held regarding retention policies for unlisted shareholdings and potential for shares to trade in over-the-counter markets. About Great Panther Great Panther Mining (TSX: GPR) (OTCPK: GPLDK) is a precious metals producer focused on the operation of the Tucano Gold Mine in Brazil where the Company controls a land package covering nearly 200,000 hectares in the prospective Vila Nova Greenstone belt. GT REAL ESTATE: Amends Class 5 Claims; Confirmation Hearing Nov. 16 ------------------------------------------------------------------- GT Real Estate Holdings, LLC, submitted a Modified Disclosure Statement and a Modified Plan dated September 27, 2022. On June 2, 2022, (the "Petition Date") the Debtor commenced chapter 11 proceedings to, among other things, (1) provide a centralized and efficient forum for the orderly and safe wind-down, sale or other resolution of the Project, (2) equitably address its legitimate liabilities, and (3) preserve the Project safely and securely while pursuing a process to maximize the value of the Debtor's assets and resolve legitimate claims. DT Sports Holding, LLC agreed to provide a multi-draw term loan debtor-in-possession financing facility (the "DIP Facility") that allows the Debtor access of amounts up to $20 million (inclusive of a roll-up of $3.2 million in prepetition amounts) to fund the Debtor's restructuring process and maintain the safety, security, and value of the Project in its current state. The Debtor believes that the County does not have any claim against or interest in the Debtor or its property, and the Debtor has filed an objection to the County's proof of claim. Under the Interlocal Agreement, the County agreed to transfer the $21 million to the Debtor. Similarly, the Debtor believes that the City does not have any claim against or interest in the Debtor or its property, and the Debtor has filed a preliminary objection to the City's proof of claim. The Debtor submits it owes no obligations to the City because of, among other things, the City's breach of the Project Documents. 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. On the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for its Claims, Holders of Allowed Claims in Class 5 shall receive the Class 5 Trust Interests, which will entitle holders of Class 5 Trust Interests to distributions from the Class 5 Trust (after satisfaction of the Plan Sponsor Senior Obligations) 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. The Allowed Class 5 Claim total $264.89 million. This Class will receive a distribution of 8.8% of their allowed claims. Like in the previous iteration of the Plan, 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. 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 Bankruptcy Court has scheduled November 16, 2022, at 9:00 a.m., as the Confirmation Hearing. All objections to the Plan must be filed with the Bankruptcy Court and served on the applicable notice parties so as to be actually received on or before November 4, 2022, at 5:00 p.m. The Voting Deadline is November 4, 2022, at 5:00 p.m. Counsel to Debtor: WHITE & CASE LLP Thomas E Lauria Varoon Sachdev 200 South Biscayne Boulevard, Suite 4900 Miami, Florida 33131 Telephone: (305) 371-2700 - and - WHITE & CASE LLP J. Christopher Shore Stephen Moeller-Sally Mark Franke Brandon Batzel 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 446-4800 WHITE & CASE LLP William A. Guerrieri 111 South Wacker Drive Chicago, Illinois 60606 Telephone: (312) 881-5400 - and - FARNAN, LLP Joseph J. Farnan, Jr. Brian E. Farnan, Jr. Michael J. Farnan 919 North Market Street, 12th Floor Wilmington, Delaware 19801 Telephone: (302) 777-0300 About GT Real Estate Holdings GT Real Estate Holdings is a real estate company owned by David Tepper. It was created to own and develop a mixed-use, pedestrian-friendly community, sports, and entertainment venue, that would also include a new headquarters and practice facility for the Carolina Panthers, a National Football League team, situated on a 234-acre site located in Rock Hill, South Carolina. The company suspended further development of the Project in March 2022. GT Real Estate Holdings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10505) on June 2, 2022. In the petition filed by Jonathan Hickman, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Hon. Karen B. Owens is the case judge. The Debtor tapped White & Case LLP as restructuring counsel; Farnan LLP, as Delaware counsel; and Alvarez & Marsal as financial advisor. Kroll Restructuring Administration LLC is the claims agent. GULF COAST BRAKE: Taps Hartiens & Faulk as Accountant ----------------------------------------------------- Gulf Coast Brake and Motor, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Hartiens & Faulk as its accountant. The firm's services include assisting the Debtor in dealing with all tax matters and tax returns, and general accounting services. The firm will be paid at the rate of $250 per hour and will be reimbursed for out-of-pocket expenses incurred. Ravi Vallalar, a partner at Hartiens & Faulk, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ravi Vallalar Hartiens & Faulk 124 Heymann Blvd #101 Lafayette, LA 70503 Tel: (337) 232-8994 Email: info@hartiens.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 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, with up 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 bankruptcy counsel; George F. May, Esq., at Twomey May, PLLC as special counsel; and Hartiens & Faulk as accountant. HAMMERTOWN LLC: Amends PayPal Unsecured Claims Pay Details ---------------------------------------------------------- Hammertown LLC submitted a First Amended Plan of Reorganization dated September 27, 2022. This Plan proposes to pay creditors from future income by continuing operations and reorganizing its current debts. Debtor's Plan of Reorganization provides for the continued operations of the Debtor to make payments to its creditors as set forth in this Plan. Debtor seeks to confirm a consensual plan or reorganization so that all payments to creditors required under the Plan will be made directly by the Debtor to its creditors. Class 4 consists of Unsecured and Disputed Unsecured Claims: * PayPal Credit. This claim is impaired. Debtor currently owes $1,550.00 to this creditor and shall pay 100% of this debt on the effective date of the plan. The amount owed is the current balance at the time this plan was filed, as no proof of claim was filed and the debt was not disputed. If the amount owed is more than the amount provided for payment in this plan, this claim is impaired. Class 5 consists of Equity Interest Holder. This Class is not impaired under the Plan. The current owner will receive no payments under the Plan; however, she will be allowed to retain her ownership in the Debtor. Class 5 Claimant is not impaired under the Plan. Debtor anticipates the continued operations of the business to fund the Plan. All guarantees and other obligations shall be deemed modified to reflect the restructuring of the primary obligations under the Plan. If the plan is confirmed, a creditor may not enforce liability under a guaranty or other third-party claim unless the Debtor defaults under the Plan for that creditor. In the event of default, only the amount owing under the Plan shall be recovered from the guarantor. This provision is intended to apply to creditors who had previously recovered judgments against the guarantor. A full-text copy of the First Amended Plan dated September 27, 2022, is available at https://bit.ly/3yahOPU from PacerMonitor.com at no charge. Debtor's Counsel: Robert C. Lane, Esq. The Lane Law Firm PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel.: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About HammerTown LLC HammerTown, LLC operates an interior design business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-41429) on June 28, 2022, disclosing up to $500,000 in both assets and liabilities. Judge Mark X. Mullin oversees the case Robert C. Lane, Esq., at The Lane Law Firm is the Debtor's counsel. HARVEST MIDSTREAM I: Fitch Affirms 'BB-' LongTerm IDR ----------------------------------------------------- Fitch Ratings has affirmed Harvest Midstream I, L.P.'s (HMI) Long-Term Issuer Default Rating (IDR) at 'BB-' and the senior unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Stable. The ratings reflect HMI's modest leverage, good liquidity, moderate diversity of cash flows, which are predominantly underpinned from its affiliate and primary counterparty, Hilcorp (NR) and limited size and scale. The contractual framework does not benefit from volumetric protection, and performance is expected to be driven largely by natural gas and crude oil production from two mature operating regions, San Juan and Alaska, which have limited prospects of production growth. Against the challenges of working in mature basins with declining throughput though predictable production, future growth of the partnership is dependent on inorganic acquisitions of profitable assets, in addition to development of organic growth projects. The ratings also consider some commodity price risk that exists in the contract portfolio, which is not actively hedged, and may represent a drag on the business in unexpected downside cases. KEY RATING DRIVERS Counterparty Exposure/Concentration Risk: HMI has diverse customer base of about 80 customers but remains exposed to counterparty risk as the majority of its revenues are from non-investment grade or unrated counterparties, which contributed approximately 85% of its 1H22 revenues. Fitch views the high-yield E&P companies as lacking the size and geographic breadth and not having the same downside protection as their investment-grade peers, and therefore are exposed to greater risk in volatile commodities price environment. HMI's broader risk remains aligned to its E&P affiliates, Hilcorp Energy I, L.P. (NR) and Hilcorp San Juan (NR), its largest counterparties, which represented over 50% of HMI's 1H22 revenues. Fitch believes that having Hilcorp as its major customer is generally positive to HMI's credit profile until it adds more investment-grade counterparties that make meaningful contributions to overall EBITDA. Volumetric Risk Prevails Within Portfolio: HMI's operations are primarily underpinned by fixed-fee contracts and regulated cost of service assets, with minimal minimum volume commitments. For 1H22, approximately 86% of the net revenues were from fixed-fee and cost of service contracts, a decline from 1H21 levels when fee-based revenues represented almost 91% of net revenues. The increase in commodity-based revenues primarily from operations in the Four Corners region and driven by the constructive commodity price environment in 1H22. Despite high the proportion of fee-based and regulated cost of service contracts, HMI, however, continues to be subject to volumetric risk associated with the domestic production and demand for natural gas and natural gas liquids extracted primarily from the Four Corners region of the San Juan basin. While activity returned in the basin starting 3Q20 and natural gas prices have thus far been constructive, should customer activity fall and in turn volumes are pressured, HMI's Counterparty throughput may be affected, a risk Fitch expects to remain over rating horizon. Size and Scale: The partnership is geographically diversified, with presence in five distinct areas spread across the U.S., although much of the assets and operations concentration is limited to the San Juan basin, which is expected to contribute roughly 45% of expected EBITDA. Post-acquisition of BP midstream assets in Alaska, this region is another important focus area for HMI with approximately another 35% of expected EBITDA contributed from this region. Fitch views this operational concentration and modest size makes HMI vulnerable to an outsized event or pronounced slowdown in the region. Although relatively small, South Texas and Louisiana are other focus areas for the partnership following the recent purchase of remaining interests in its joint ventures in the regions. Bolt-On Acquisitions Enhance Asset Base: HMI continues to pursue its strategy of growing through bolt-on acquisitions including the Val Verde acquisition in 2021, along with recent purchase of remaining interests in its joint ventures in the Eagle Ford and Louisiana in 2022. Val Verde has been fully integrated and performing well. Likewise, for ASTH, since HMI was already the operator and owned 25% of ASTH, Fitch expects minimal integration risks on the recent assets, while improving EBITDA base. Modest Leverage Provides Flexibility: HMI has low leverage and good interest coverage relative to midstream peers. Leverage as of YE 2021 was 2.5x, lower than Fitch's previous estimate range between 2.7x-2.9x as a result of stronger than expected volumes in 2021 and close of the Alaska midstream transaction in mid-December 2020. LTM leverage as of June 30, 2022 was 2.9x supported by favorable commodity price environment across the asset base, acquisitions and a full year of EBITDA from TAPS. Fitch expects leverage in the range of 2.7x-2.9x over the next two years, barring unforeseen events such as increases in spending or acquisition. Management has indicated that they may continue to pursue accretive acquisitions to increase scale. Fitch expects HMI to balance distributions and M&A activity, and remain within leverage targets of 3.0x-3.5x (according to HMI's definition of leverage). Fitch believes leverage is critical to HMI's credit profile due to the partnership's concentrated customer exposure and presence in mature conventional basins. Supportive Affiliate: Under common ownership, HMI supports Hilcorp with midstream services, handling significant portion of Hilcorp's production. Of note, Hilcorp also transferred Harvest Alaska to HMI in January 2020 at no cost. In Fitch's view, Hilcorp directly benefits from the stable operations at HMI. At this time Fitch expects HMI will continue to benefit from Hilcorp's support in the near to intermediate term. DERIVATION SUMMARY HMI is a medium-sized midstream partnership. The partnership may be distinguished from gathering and processing (G&P) companies with similar levels of indebtedness by HMI's presence in several operating regions including the San Juan basin, the Alaskan North Slope and Alaska Cook Inlet, South Texas, and the Gulf Coast of Louisiana. Many other similar sized G&P companies are heavily concentrated in only one producing basin. Given HMI's regional diversity, commodity focus, and contract mix, DCP Midstream Operating, LP (DCP; BBB-/Stable) is the closest comparable for HMI. DCP is bigger in size based on pro forma EBITDA. EBITDA is expected to be over $1 billion with footprint across some of the key gas producing regions like the DJ, Permian, Midcontinent and Eagle Ford basins. DCP's 2022 and 2023 leverage is expected around 3.0x-3.3x. However, leverage metrics are not the primary driver of rating differences between the two issuers since DCP's rating is also influenced by its size and scale. Blue Racer Midstream LLC (IDR: B+/ Stable) is almost similar in size to HMI in terms of revenue and EBITDA, under fixed fee, MVC contracts, high but declining leverage, and benefits from the strategic location of its midstream assets within the Appalachian basin. Fitch expects Blue Racer's YE22 leverage below 4.5x, falling below 4.0x by 1H2023. Blue Racer is, however, limited by its single-basin focus, counterparty risks and limited diversity of operations. HMI, is rated one notch above Blue Racer as some of the benefits of being based in the prolific Appalachian is offset by lack of basin diversity. HMI, on the other hand, benefits from basin diversity but in mature plays and has better leverage metrics. KEY ASSUMPTIONS - Fitch Price Deck for Henry Hub prices of $7.00/Mcf in 2022, $5.00/ Mcf in 2023, $4.00/Mcf in 2024, $3.00/Mcf in 2025 and $2.75/Mcf thereafter; - Fitch price deck for West Texas Intermediate (WTI) oil price of $95/bbl in 2022, $81/ bbl in 2023, $62/ bbl in 2024, and $50/bbl thereafter; - Capex and distributions for 2022 in line with management guidance; - Refinancing of 2023 revolving credit facilities with similar terms; - No asset acquisitions or disposals assumed. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Material change to earnings stability profile in terms of greater proportion of EBITDA derived from high growth basins and/or decreased volumetric exposure; - Improvement to counterparty credit profile and/or increase in scale, with leverage (total debt/operating EBITDA) expected to be maintained below 3.5x on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Meaningful deterioration in customer credit quality or an event that has a material negative effect on Hilcorp's credit profile or operations, so long as Hilcorp remains a significant counterparty; - Any change in business environment, either in terms of volumes or otherwise, in key operational regions of Alaska and Four Corners basin; - Leverage (total debt-to-operating EBITDA) above 4.5x on a sustained basis; - Material change to contractual arrangement and operating practices that negatively impacts HMI's cash flow or earnings profile; - Increases in capital spending and/ or funding for acquisitions beyond Fitch's expectation that have negative consequences for credit profile (e.g. if not funded with a balance of debt and equity); - Reduced liquidity and/or inability to refinance the secured revolver due 2023 proactively. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch considers HMI's liquidity to be adequate in the near term. The bank agreement for the revolver has financial covenants: maximum total net leverage ratio of 5.25x, net secured leverage ratio of 3.50x and a minimum interest coverage ratio of 3.0x. As of June 30, 2022, HMI was in compliance with its covenants and Fitch expects HMI to maintain compliance with its covenants in the near to intermediate term. Debt Maturity Profile: The revolver matures in October 2023 and the unsecured 7.50% notes mature in September 2028. Fitch expects the revolver to be refinanced and/or extended before it becomes current. At this time, Fitch expects the revolver will be refinanced in the near term. ISSUER PROFILE Harvest Midstream I, L.P. is a privately held midstream services partnership based in Houston that owns and holds interests in natural gas and crude oil pipelines, gas processing and treating plants, facilities and related equipment with presence in five geographic locations in North America, namely Alaska, the San Juan basin in Colorado and New Mexico, Louisiana, Texas and Ohio. ESG Considerations: HMI has an ESG Relevance Score of '4' for Group Structure due to due to related party transactions with affiliate companies, which has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Debt Rating Recovery Prior ---- ------ -------- ----- Harvest Midstream I, L.P. LT IDR BB- Affirmed BB- senior unsecured LT BB- Affirmed RR4 BB- HAUSER INC: Seeks to Hire Wernette Heilman as Legal Counsel ----------------------------------------------------------- Hauser, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Wernette Heilman, PLLC as its legal counsel. The firm's services include: (a) advising the Debtor regarding its powers and duties in the continued management and operation of its business; (b) administering the Debtor's Chapter 11 case and affairs; (c) preparing legal papers; (d) appearing at court hearings and meetings; (e) negotiating with creditors and other parties-in-interest; (f) serving as the Debtor's counsel in any adversary proceeding or litigation related to the bankruptcy case; (g) preparing and prosecuting a Chapter 11 plan of reorganization; and (h) performing all other legal services for the Debtor in connection with the case. The firm will be paid at these rates: Michael R. Wernette $345 per hour Ryan D. Heilman $360 per hour Paralegal $135 per hour Before the petition date, the firm received a retainer of $10,000. Ryan Heilman, Esq., an attorney at Wernette Heilman, 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: Ryan D. Heilman, Esq. Wernette Heilman, PLLC 40900 Woodward Ave., Suite 111 Bloomfield, MI 48304 Telephone: (248)835-4745 Email: ryan@wernetteheilman.com About Hauser Inc. Hauser, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-47028) on Sept. 7, 2022, with up to $1 million in both assets and liabilities. Charles M. Mouranie serves as Subchapter V trustee. Judge Maria L. Oxholm oversees the case. The Debtor is represented by Ryan D. Heilman, Esq., at Wernette Heilman, PLLC. HONX INC: Blocks USVI Asbestos Cases With Bankruptcy, Say Creditors ------------------------------------------------------------------- Mat Probasco of the St. John Source reports that creditors of a Hess subsidiary have asked a federal judge to lift the oil giant's bankruptcy filing, claiming its true purpose was to shield the company from lawsuits in the U.S. Virgin Islands, court documents revealed. The legal filing also lists nearly 60 years of environmental and social ills allegedly caused by the refinery. The petition filed Thursday, September 22, 2022, asked Judge Marvin Isgur, of the Southern District of Texas bankruptcy court, to either void Chapter 11 bankruptcy for HONX, a Hess subsidiary, or convert it to Chapter 7. Either way, the former owners of St. Croix's long-troubled oil refinery would have to answer hundreds of lawsuits from Virgin Islanders allegedly hurt by the gas plants’ toxins, according to the court records. "The debtor did not file this case for its own protection," wrote lawyers representing a committee of creditors seeking to get the bankruptcy dropped. "Instead, the debtor seeks to protect Hess. But Hess is not subject to the kind of financial distress that would justify even its own bankruptcy filing. To be sure, hundreds of plaintiffs in the USVI have valuable claims against Hess, including direct premises and supplier liability claims that are not derived from the debtor’s liability." The HONX bankruptcy, the creditors wrote, is protecting $37 billion from potential exposure to the asbestos suits. The filing claimed Hess settled out of court approximately 1,100 asbestos suits over the last 23 years. Hess is especially scared of the suit going to trial in the USVI because of a 2021 change in laws, allowing older or sick people to have their cases expedited, the creditors claimed. "Hess, like every other asbestos defendant in the USVI, has been terrified of having its liability determined by members of the community that it devastated through its reckless and rapacious conduct—and no defendant has permitted an asbestos case to go to trial there," the creditors wrote. "Every day that goes by in this case, and every day the USVI actions remain enjoined, Hess continues to generate millions in free cash flow, while asbestos claimants suffer, witness memories fade, and evidence grows stale. Like most defendants, Hess would prefer litigation and judgments years into the future to litigation and judgments right now." Hess ran the refinery on St. Croix's south shore from 1965 to 1998, allegedly exposing a generation of Crucians to unchecked toxins in their workplace. Hess sold the refinery to Hovensa, which in turn sold it to Limetree Bay. Who exactly owns the massive refinery now has been a matter of debate since it was sold at a bankruptcy auction early this 2022, but Hamilton Refining and Transportation claims to be the sole owner. Residents and would-be developers have called for the refinery to be permanently closed and dismantled. Some claim to have been sickened by fumes from the plant. Others have asked the Environmental Protection Agency to declare the sight hazardous and designate a superfund area. The EPA, however, has been hampered in its monitoring of such matters by recent U.S. Supreme Court rulings. In May 2021, oil spray from the plant coated homes downwind. The recent court filing dug into the history of oil refining in St. Croix, painting a picture of oil barrens taking advantage of USVI tax breaks and plowing over zoning regulations. Refinery owners were able to sidestep $6.2 billion in expenses by 1992, the filing alleges. USVI leaders demanded Hess hire 75 percent locally, making the refinery an essential part of the territorial economy. But refinery owners leveraged this influence — employing roughly 15 percent of the local workforce — to extract even more favorable tax breaks, the court filing claimed. "Beginning in 1981, when the original agreement was set to expire, Leon Hess wanted to expand the Refinery and amend the original agreement to include even more favorable terms. He announced a plan to relocate a large portion of his business, which would strip the island of the now much-needed jobs if the USVI government did not consent to his proposed amendments," the filing alleged. The new agreement was worth hundreds of millions and lasted 16 years. It was not the last, the court filing reported. Refinery officials sought time and again further tax breaks, threatening to reduce or stop operations should local leaders not comply. "The USVI's economic expansion and population growth as a result of the refinery came at the cost of severe environmental damage and asbestos exposure. The refinery's environmental damage extended to St. Croix's fresh water supply, brackish water lagoons, and beaches, and the refinery’s operations resulted in enormous amounts of air pollution, eventually catching the attention of USVI and federal environmental agencies despite its intentionally remote location," the filing read. Reports of health issues were almost immediate, the filing said. "Not only did the Refinery contaminate the island's water supply, but it also produced large amounts of emissions that negatively impacted the health of the island's inhabitants. Beginning as early as the 1960s, St. Croix residents started complaining about these emissions from the refinery," the court filing read. In 1989 alone, the plant released 700,000 pounds of benzene, a carcinogen produced as a by-product of oil refining, the court filing said. Groundwater was poisoned with petroleum; liquefied petroleum gas, naphtha, diesel, and gas oil leaked, sickening school children; thousands of pounds of hydrocarbons and hydrogen sulfide leaked on at least three occasions, the court records claim. The asbestos exposure was also there from the start, the court filing said. "In addition to harmful external consequences to the environment, the operations of the refinery also exposed thousands of workers and their families to asbestos. The debtor's Hess- hired Chief Administrative Officer asserts that the presence of asbestos at the Refinery was first publicly confirmed in 1982," the court filing said. The refinery claimed to have stopped using asbestos for new construction projects in 1983, but some plaintiffs in asbestos-related lawsuits against Hess and its subsidiaries claimed that they were exposed to asbestos at the refinery after 1983 and into the late 1980s and 1990s, the court filing showed. Of the roughly 1,000 asbestos-related suits filed against Hess and its subsidiaries in the USVI, 606 were settled out of court, the filing showed. Most of the plaintiffs suffered from asbestosis, a lung disease resulting from the inhalation of asbestos particles, and others afflicted with mesothelioma, lung cancer, and/or colon cancer from their exposure to asbestos, according to court filings. In February 2012, the plant, then operating as Hovensa, stopped production, putting 1,800 people out of work, according to the court filing. "On Sept. 14, 2015, the USVI Department of Justice filed a lawsuit against Hess seeking over $1 billion in damages for a pattern of misconduct by Hess and its subsidiaries, including Hovensa, that allegedly stripped away assets while encumbering the government with pollution liabilities. On Sept. 15, 2015, the day after the USVI lawsuit was filed, Hovensa filed for chapter 11 bankruptcy," according to the court filing. The creditors claim Hess subsidiary HONX filed bankruptcy to sidestep future asbestos suits from plaintiffs unwilling to settle out of court. Attorneys for HONX have until Oct. 13 to respond. About Honx Inc. Honx Inc. is a subsidiary of Hess Corporation, a publicly-traded global energy company. HONX is the corporate successor of Hess Oil Virgin Islands Corporation, which owned and operated an oil refinery in St. Croix, U.S. Virgin Islands from the beginning of its construction in 1965 until a non-operating entity with minimal assets consisting primarily of a 50% ownership in a joint venture from 1998 to 2016, and post-2016 it has continued its corporate existence solely to manage its alleged asbestos liabilities related to the refinery. Honx sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-90035) on April 28, 2022. In the petition signed by Todd R. Snyder, chief administrative officer, the Debtor disclosed $10 million to $50 million in assets and $500 million to $1 billion in liabilities. Judge Marvin Isgur oversees the case. The Debtor tapped Kirkland & Ellis and Jackson Walker, LLP as bankruptcy counsels; Piper Sandler Companies/TRS Advisors, LLC as investment banker and financial advisor; and Bates White, LLC as asbestos consultant. Stretto, Inc. is the claims, noticing and solicitation agent. The Honorable Barbara J. Houser (Ret.) was appointed as the legal representative for future asbestos claimants in this Chapter 11 case. Ms. Houser tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; O'ConnorWechsler, PLLC as local counsel; FTI Consulting, Inc., as financial advisor; and NERA Economic Consulting as consultant. HOPE TRUCKER: DIP Loans, Cash Access Thru March 2023 OK'd --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, authorized Hope Trucker Logistics, LLC to obtain post-petition financing from Phoenix Capital Group, PLC and use, sale, or lease cash collateral, pursuant to a pre-petition agreement. The Debtor is authorized, effective immediately, sell its Accounts, as that term is defined in the Uniform Commercial Code, to the Secured Party on a senior secured basis subject to the terms of the Pre-Petition Agreement, and to execute all documents and take all actions to be executed and taken in connection with and in furtherance of all undertakings and obligations thereunder. The Debtor is authorized to incur secured indebtedness to the Secured Party for a period not to exceed 180 days from the entry of the Order, in such amounts as needed in the ordinary course of its business and not for any purpose prohibited by law. The Debtor and Phoenix are parties to a Factoring and Security Agreement dated September 22, 2021, pursuant to which the Secured Party made credit accommodations to the Debtor on a secured basis. The Secured Party asserts its security interest was properly perfected by the filing of a financing statement in Virginia. The Pre-Petition Agreement provides for advances by the Secured Party to the Debtor, so long such advances do not cause the ratio of the Debtor's obligations to the Secured Party to the value (as determined in the Pre-Petition Agreement) of the Debtor's eligible (as determined in the Pre-Petition Agreement) accounts to exceed that set forth in the Pre-Petition Agreement. As of the Petition Date, the Debtor owed the Secured Party approximately $100,000 secured by the collateral described in the Pre-Petition Agreement. The Debtor has assigned and sold its accounts to the Secured Party under the PrePetition Agreement and the Secured Party has agreed to consider making purchases of eligible accounts from the Debtor pursuant thereto. The Secured Party has agreed to consider providing financial accommodations through the purchase of accounts from the Debtor in accordance with the Pre-Petition Agreement in good faith, within the meaning of 11 U.S.C. Section 364(e). The Debtor is permitted to grant to Secured Party a security interest in the collateral as set forth in the Pre-Petition Agreement effective as of the date of the filing of the Bankruptcy Case, not including any tractors and trailers owned by the Debtor which are subject to pre-petition liens, as collateral for all present and future obligations of the Debtor to Secured Party, including Secured Party's attorneys' fees and expenses incurred in connection with the negotiation documentation, closing and enforcement of the Pre-Petition Agreement and the protection of Secured Party's rights in the Bankruptcy Case. The security interest will be senior to all other liens except those for validly perfected pre-petition liens. These events constitute an "Event of Default:" a. The Debtor's failure to perform or comply with any of the terms, conditions, or covenants of the Order; b. Except for the Existing Defaults, the Debtor's failure to perform or comply with any of the terms, conditions, or covenants of the Agreement; c. The termination of this Order by its own terms, operation of law or court order; d. The dismissal of the Bankruptcy Case; e. The appointment of a trustee under the Bankruptcy Code; f. A change in the Formula; g. The conversion of the Bankruptcy Case to a case under another chapter of the Bankruptcy Code. The authorization to use the cash collateral will terminate on March 29, 2023. A copy of the order is available at https://bit.ly/3RwDb4X from PacerMonitor.com. About Hope Trucker Logistics, LLC Hope Trucker Logistics, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11038) on August 6, 2022. In the petition signed by Faisal Khan, sole member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Klinette H. Kindred oversees the case. Ashvin Pandurangi, Esq., at Vivona Pandurangi, PLC is the Debtor's counsel. HUMANIGEN INC: Timothy Morris Quits as CFO, COO ----------------------------------------------- Timothy E. Morris informed Humanigen, Inc. of his resignation from his position as chief financial and chief operating officer of the Company, effective Oct. 23, 2022. The Company thanks Mr. Morris for his contributions and wishes him the best in his future endeavors. Dr. Cameron Durrant, the Company's Chairman of the Board and chief executive officer, will assume additional duties as principal financial and accounting officer of the Company until a successor to Mr. Morris is identified. About Humanigen, Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. -- http://www.humanigen.com -- is a clinical stage biopharmaceutical company developing its clinical stage immuno-oncology and immunology portfolio of monoclonal antibodies. The Company is focusing its efforts on the development of its lead product candidate, lenzilumab, its proprietary Humaneered anti-human GM-CSF immunotherapy, through a clinical research agreement with Kite Pharmaceuticals, Inc., a Gilead company to study the effect of lenzilumab on the safety of Yescarta, axicabtagene ciloleucel including cytokine release syndrome, which is sometimes also referred to as cytokine storm, and neurotoxicity, with a secondary endpoint of increased efficacy in a multicenter Phase Ib/IIclinical trial in adults with relapsed or refractory large B-cell lymphoma. Humanigen reported a net loss of $236.65 million for the 12 months ended Dec. 31, 2021, a net loss of $89.53 million for the 12 months ended Dec. 31, 2020, and a net loss of $10.29 million for the 12 months ended Dec. 31, 2019. As of June 30, 2022, the Company had $49.45 million in total assets, $99.54 million in total liabilities, and a total stockholders' deficit of $50.09 million. Ridgeland, Mississippi-based Horne LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 28, 2022, citing that the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. HYPERFUSION LLC: Seeks to Hire Barron & Newburger as Legal Counsel ------------------------------------------------------------------ HyperFusion, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Barron & Newburger, PC as its legal counsel. The firm's services include: (a) advising the Debtor of its rights, powers and duties; (b) reviewing the nature and validity of claims asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such claims; (c) preparing legal documents and reviewing all financial reports to be filed in the Debtor's Chapter 11 case; (d) preparing responses to motions, complaints and other legal papers that may be filed in the case; (e) advising the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; (f) working with professionals retained by other parties to obtain approval of a consensual plan of reorganization for the Debtor; and (g) performing all other necessary legal services for the Debtor. Barron & Newburger will be paid at these rates: Stephen Sather $525 per hour Paul Hammer $400 per hour Charles Murnane $300 per hour Other attorneys $275 to $500 per hour Support Staff $40 to $125 per hour The firm received a retainer in the amount of $8,300. As disclosed in court filings, Barron & Newburger is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen W. Sather, Esq. Barron & Newburger, P.C. 5555 West Loop S 235 Bellaire, TX 77401-2100 Tel: (512) 649-3243 Email: ssather@bn-lawyers.com About HyperFusion LLC HyperFusion, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10569) on Sept. 2, 2022, with up to $1 million in both assets and liabilities. Michael G. Colvard serves as Subchapter V trustee. Judge H. Christopher Mott oversees the case. The Debtor is represented by Stephen W. Sather, Esq., at Barron & Newburger, P.C. INFOBLOX INC: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative ------------------------------------------------------------------- Fitch Ratings has affirmed the 'B-' Long-Term Issuer Default Rating of Infoblox, Inc. Fitch also affirmed the 'B'/'RR3' first-Lien Senior Secured rating and 'CCC'/'RR6' second-Lien Senior Secured rating. The Rating Outlook has been revised to Negative from Stable. The ratings and Outlook reflect Infoblox's weaker than expected cash flow and, as a result, coverage ratios below Fitch's negative rating sensitivity even as macroeconomic headwinds may slow still-strong annual recurring revenue (ARR) growth. Lower bookings from a combination of the company's strategic pivot to shorter-duration contracts and sales capacity constraints drove lower FCF while higher rates are on-track to nearly double interest payments, resulting in Fitch estimated FFO- and FCF-interest coverage below 1.5x. KEY RATING DRIVERS Lower but Consistent FCF: Fitch expects more consistent FCF from the shift to subscription from perpetual licenses, a shift that is roughly 99% complete, and with the company more recent pivot to shorter-duration contracts. The growth rate of deferred revenue should more closely match that of recurring revenue. While Fitch expects nearer-term macroeconomic headwinds, Infoblox's ongoing focus on new logos and expansions, adoption of its subscription security business and addressing smaller enterprises should support FCF through a more typical downturn. Still, Fitch forecasts annual FCF near $50 million through the forecast period versus more than $100 million previously. Elevated Leverage: While cash-flow-based leverage metrics remain in-line with the rating, operating EBITDA-based metrics will remain elevated as the company pivots to shorter-duration contracts and normalizes hardware sales. Fitch now expects total debt to operating EBITDA near 10x through the forecast period, hardly down from a Fitch-estimated 11.0x on a pro forma basis at the time of the ownership transaction in September of 2020. Nonetheless, higher FCF will enable mid-single-digit cash flow from operations-capex/total debt and provide capacity for tuck-in acquisitions or voluntary debt reduction, as capital returns are not expected. Market Leadership: Fitch expects Infoblox Inc.'s market leadership in DDI, which includes domain name services (DNS), dynamic host configuration protocol (DHCP) and internet protocol address management (IPAM), to support improved operating performance through the rating horizon. Infoblox has roughly 50% share in worldwide DDI software and appliance markets (excluding DNS security) and higher for large enterprises, to which the company is highly indexed, large installed base that drives product refreshes, expansion opportunities and recurring revenue. Competition includes small niche providers without comprehensive solutions or public cloud service providers focused on larger addressable markets. Reduced Revenue Cyclicality: Fitch expects higher mix of subscription revenue will reduce revenue cyclicality historically associated with product refresh cycles. Infoblox's product cycles typically last four years and the company should benefit from a product refresh through calendar 2021, after which the company will require solid execution on expansion and new logos, as well as software as a service (SaaS) security solutions adoption, to offset negative product refresh revenue. Infoblox's strategic pivot from hardware and perpetual software licenses to SaaS provider should partially offset product refresh cycles with recurring revenue, which is approaching 90%. Threat of Larger Entrants: Fitch continues to believe Infoblox faces potential risks that larger players enter the growing and fragmented DDI market via acquisition and affect industry pricing and profitability by bundling DNS services with a broad set of service offerings and leveraging a global sales footprint. Infoblox's competitors include Microsoft's in-house open-source software-based solution provided as an attachment to Windows server and AWS' Route 53 addressing the commodity external authoritative market. Fitch believes the small size of the DDI market and Infoblox's installed base leadership reduces the threat of new entrants' risk. Term Loan Recovery: Consistent with the vast majority of software providers, Fitch believes Infoblox would be reorganized rather than liquidated were the company to default. To calculate the recovery waterfall, Fitch assumes a going concern EBITDA of $150 million, incorporating Fitch's belief that distress would most likely be the result of share losses from the deterioration of product competitiveness. Fitch assumes a reorganization multiple of 7.0x, which is in line with similar leveraged software peers at Fitch. After taking administrative claims into account, Fitch estimates an 'RR3' Recovery Rating for the first-lien Credit Facilities and 'RR6' for the 2nd-lien term loan. DERIVATION SUMMARY Fitch believes Infoblox remains positioned in line with similarly rated peers, due to Infoblox's market leadership positions and solid cash flow margins. Renewal rates are comparable and consistent for as-a-service (aaS) companies, and Infoblox's market share is solid at over 50%, even higher with large enterprise customers, despite the relatively small size of its markets. Fitch expects lower but more consistent annual FCF through the rating horizon, driven by solid net bookings amid the company's pivot to shorter-duration contracts. Cash flow-based leverage metrics remain solid for the rating even as operating EBITDA-based leverage metrics are more in-line with the 'CCC' rating category. KEY ASSUMPTIONS - Weak revenue growth through the first half of fiscal 2023, driven by run-off of hardware refresh cycle, lower bookings from sales force constraints and transition to shorter-duration contracts; - Recovering growth through the second half of fiscal 2023 and through the remainder of the forecast period; - Organic operating EBITDA in the mid-20% through the forecast period, driven by lower than previously expected revenue levels and higher operating expenses around post-Covid travel; - Capex 1.5% of revenue; - Excess cash used for tuck-in acquisitions or capital returns. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - CFO-capex to total debt in the mid- to high-single digits from sustained operating EBITDA margins near 30% and use of excess FCF for debt reduction; - Continued mid-single-digit revenue growth, signifying share gains within a growing market and validating Infoblox's GTM strategy and services platform; - End market or product diversification from expansion or acquisitions into adjacent markets representing at least 25% of consolidated revenue. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Below market revenue growth from deterioration of product competitiveness and lower than previously expected product stickiness; - Expectation for negative pre-dividend FCF or FFO interest coverage below 1.5x from operating EBITDA margin compression to mid-to-high-teens. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects Infoblox's liquidity will remain adequate and, as of April 30, 2022, was supported by: i) $89.1 million of cash and cash equivalents; and ii) an undrawn $200 million first-lien senior secured RCF expiring 2025. Fitch's expectation for moderate positive annual FCF through the forecast also supports liquidity. ISSUER PROFILE Infoblox Inc. (Infoblox) is a market-leading provider of DDI automation solutions, which includes DNS, DHCP and IPAM for more than 8,000 enterprise, government and service provider customers. The company continues to deliver solutions via purpose-built physical and virtual appliances deployed in a distributed grid architecture. Debt Rating Recovery Prior ---- ------ -------- ----- Infoblox Inc. LT IDR B- Affirmed B- Senior Secured 2nd Lien LT CCC Affirmed RR6 CCC senior secured LT B Affirmed RR3 B INTEGRATED VENTURES: Incurs $566K Net Loss in FY Ended June 30 -------------------------------------------------------------- Integrated Ventures, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $565,514 on $6.55 million of total net revenues for the year ended June 30, 2022, compared to a net loss of $22.43 million on $1.85 million of total net revenue for the year ended June 30, 2021. As of June 30, 2022, the Company had $16.28 million in total assets, $1.56 million in total current liabilities, $1.12 million in series C preferred stock, $3 million in series D preferred stock, and $10.59 million in total stockholders' equity. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 27, 2022, citing that the Company has suffered net losses from operations in current and prior periods and has accumulated deficiency, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1520118/000147793222007238/intv_10k.htm About Integrated Ventures Inc. Integrated Ventures Inc. -- www.integratedventuresinc.com -- focuses on acquiring, launching, and operating companies in the cryptocurrency sector, mainly in digital currency mining, equipment manufacturing, and sales of branded mining rigs, as well as blockchain software development. IONIX TECHNOLOGY: Delays Filing of Form 10-K for Year Ended June 30 ------------------------------------------------------------------- Ionix Technology, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended June 30, 2022. The Company said it could not complete the filing of its Annual Report due to a delay in obtaining and compiling information required to be included in the Company's Form 10-K, which delay could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date. About Ionix Technology Ionix Technology, Inc. (formerly known as Cambridge Projects Inc.), a Nevada corporation, was formed on March 11, 2011. The Company was originally formed to pursue a business combination through the acquisition of, or merger with, an operating business. Since January 2016, the Company has shifted its focus to becoming an aggregator of energy cooperatives to achieve optimum price and efficiency in creating and producing technology and products that emphasize long life, high output, high energy density, and high reliability. By and through its wholly owned subsidiary, Well Best and the indirect subsidiaries, Baileqi Electronics, Lisite Science, Welly Surplus, Fangguan Photoelectric, Fangguan Electronics and Shizhe New Energy, the Company has commenced its main operations of high-end intelligent electronic equipment and photoelectric display products, became the New energy service provider and IT solution provider, which are in the new-type rising industries. Ionix Technology reported a net loss of $406,607 for the year ended June 30, 2021, compared to a net loss of $277,668 for the year ended June 30, 2020. As of March 31, 2022, the Company had $20.95 million in total assets, $8.35 million in total liabilities, and $12.60 million in total stockholders' equity. ISAGENIX WORLDWIDE: S&P Downgrades ICR to 'D' on Missed Payments ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based multilevel marketer Isagenix Worldwide Inc. to 'D' from 'CCC'. S&P said, "We also affirmed the 'D' issue-level rating on the company's term loan and lowered the rating on the revolving credit facility to 'D' from 'B-'. We lowered the recovery rating on senior secured debt claims to '3', reflecting our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default." The downgrade reflects Isagenix's decision to seek forbearance on principal and interest payments on its term loan and revolving credit facility ahead of the Sept. 30 due date. Under the agreement dated Sept. 23, the term loan and revolving credit facility lenders agreed to not exercise or enforce certain remedies related to this nonpayment until Nov. 15. S&P said, "In our view, this represents a default on the term loan and revolving credit facility because Isagenix is distressed, it will not meet its contractual obligation to pay principal and interest in a timely manner, and it did not adequately compensate lenders for agreeing to temporarily waive their rights. We understand that the company's decision to seek forbearance and miss the payments was driven by a severe decline in operating performance due to instability of its multilevel marketing business model, resulting in weak cash flow and tightened liquidity. As of Sept. 28, Isagenix had fully drawn its $30 million revolver and had $14 million cash on hand." S&P will reevaluate its rating on the company when a debt restructuring is announced. J MORALES: Wins Cash Collateral Access on Final Basis ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized J Morales Inc. to use cash collateral on a final basis in accordance with the Budget as long as the percentage of deviation for each line item does not exceed 15% for said expenditures. As adequate protection, Enterprise Bank & Trust will receive: (a) pursuant to section 364(c)(1) of the Bankruptcy Code, a superpriority claim under section 507(b) of the Bankruptcy Code against the Debtor and its estate; (b) an adequate protection payment in the amount of $4,835 per month; and (c) pursuant to section 361(2) of the Bankruptcy Code, valid and perfected replacement security interests in and liens upon the Debtor's assets and property, and proceeds thereof, but in all events, only to the extent of: (a) any post-petition decrease in value of its properly perfected security interests resulting from the use of cash collateral, and (b) to the extent of its pre-petition properly perfected security interest in and to any of Debtor's property. A copy of the order is available at https://bit.ly/3fCvBsd from PacerMonitor.com. About J Morales Inc. J Morales Inc. owns and operates two businesses. Since 2006, it has owned and operated an El Nopal Mexican Grill #2 restaurant, which operates out of leased space located at 4200 W. Russell Rd., Suite 115, Las Vegas, Nevada, 89118. Since 2017, it has owned real property located at 3977 Vegas Valley Drive, Las Vegas, Nevada 89121, which includes an approximately 10,000 square foot building, and in which it has most recently operated the Le Caprice Banquet Hall, which host events such as wedding receptions and quinceaneras. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13083) on August 29, 2022. In the petition signed by Jose Morales, owner and director, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Natalie M. Cox oversees the case. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC oversees the case. J&J CONSTRUCTION: Has Interim OK to Use Cash Collateral ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami-Dade Division, authorized Johnson & Johnson Construction Company Corp. to use cash collateral on an interim basis. The Debtor is directed to make payments in the amount of $3,589 per month on September 1, 2022, October 1, 2022, and November 1, 2022. Payments will be sent to Fay Servicing, LLC PO Box 814609, Dallas, TX 75391-4609. As previously reported by the Troubled Company Reporter, the Debtor owns a single-family residence located at 2701 NW 10th Terr, Coral Springs, FL. The Property secures a loan, which has matured, owed to Civic Real Estate Holdings III, LLC. The Debtor is attempting to refinance the Property to satisfy the amount owed to Civic. The Debtor leases the property to a third party with rental income of $5,500. Civic has agreed to allow the Debtor to receive the rental payments. In exchange, the Debtor will pay Civic $3,589 per month on September 1, 2022, October 1, 2022, and November 1, 2022. The Debtor requires the use of cash collateral to maintain the property and pay necessary expenses. A further hearing on the matter is set for November 2 at 2 p.m. A copy of the order is available at https://bit.ly/3fwJl7H from PacerMonitor.com. About Johnson & Johnson Construction Johnson & Johnson Construction Co. Corp. is a Florida-based construction company. Johnson & Johnson Construction Company Corp. filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14226) on May 30, 2022. In the petition, the Debtor disclosed assets of $500,000 to $1 million and liabilities of at least $1 million. The case is assigned to the Honorable Bankruptcy Judge Robert A. Mark. Brian K. McMahon, PA, is the Debtor's counsel. Linda Marie Leali has been named as Subchapter V trustee. JAFFAN INTERNATIONAL: Wins Cash Collateral Access Thru Oct 13 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Jaffan International, LLC to use the cash collateral of US Foods, Inc. and Syndimate 2017 LP and and to pay its managing member's salary on a further interim basis through October 13, 2022. The Court said the Debtor previously has been authorized to use cash collateral and to pay its managing member's salary pursuant to interim orders, the Debtor's authority to do so under the current interim orders expires on September 29, the date from which the hearings were rescheduled due to the storm. So as not to hamper Debtor's operations during the brief period until the rescheduled hearing, the Court entered the interim order extending the prior authorizations. A copy of the order is available at https://bit.ly/3Sspd5a from PacerMonitor.com. About Jaffan International, LLC Jaffan International, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00459) on February 4, 2022. In the petition signed by Ahmad Maher AlJaffan, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's counsel. JAGUAR HEALTH: All Proposals Passed at Special Meeting ------------------------------------------------------ Jaguar Health, Inc. held its Special Meeting held on Sept. 30, 2022, at which the stockholders: (1) approved the Sixth Amendment to increase the total number of authorized shares of Common Stock from 150,000,000 to 298,000,000; (2) approved the issuance of shares of the Company's Common Stock to SynWorld pursuant to the License and Services Agreement, dated June 28, 2022, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d); (3) approved the issuance of shares of the Company's Common Stock upon exchange of a Royalty Interest previously issued by the Company, for purposes of complying with Nasdaq Listing Rule 5635(d); and (4) approved the adjournment of the Special Meeting to the extent that there are insufficient proxies at the Special Meeting to approve any one or more of the foregoing proposals. Due to the approval of Proposals 1 through 3, there was no need to adjourn the Special Meeting. No other matters were considered or voted upon at the Special Meeting. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss and comprehensive loss of $52.60 for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $33.81 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $38.54 million for the year ended Dec. 31, 2019, and a net loss of $32.15 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $49.88 million in total assets, $47.13 million in total liabilities, and $2.76 million in total stockholders' equity. Larkspur, California-based RBSM, LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 11, 2022, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JOHNSTONE FAMILY: Seeks to Hire Hester Baker as Legal Counsel ------------------------------------------------------------- Johnstone Family Practice, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Hester Baker Krebs, LLC as its legal counsel. The Debtor requires legal counsel to: (a) give advice regarding its powers and duties and management of its property; (b) take necessary action to avoid the attachment of any lien against the Debtor's property threatened by secured creditors holding liens; (c) prepare legal papers; and (d) perform all other necessary legal services for the Debtor. Hester Baker Krebs will be paid based upon its normal and usual hourly billing rates and will be reimbursed for its out-of-pocket expenses. The retainer fee is $5,000. David Krebs, Esq., a partner at Hester Baker Krebs, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David R. Krebs, Esq. Hester Baker Krebs, LLC 1 Indiana Square, Suite 1600 Indianapolis, IN 46204 Tel: (317) 833-3030 Email: dkrebs@hbkfirm.com About Johnstone Family Practice Johnstone Family Practice, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 22-03312) on Aug. 22, 2022, with up to $1 million in both assets and liabilities. Judge Robyn L. Moberly oversees the case. The Debtor is represented by David R. Krebs, Esq., at Hester Baker Krebs, LLC. KAPCO FOODS: Wins Interim OK to Access Cash Collateral ------------------------------------------------------ The U.S. Bankruptcy Court for the District of South Carolina authorized Kapco Foods, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, until a final hearing is held. The Debtor requires the use of cash collateral for the operation of its business and payment of business expenses in the ordinary course. DMKA, LLC d/b/a The Smarter Merchant and Forward Financing, LLC may assert blanket liens in and to substantially all of the Debtor's personal property, including, but not limited to, the Debtor's accounts, receivables, and/or payment rights. Smarter Merchant may assert a claim in the approximate amount of $100,000 and Forward may assert a claim in the approximate amount of $70,000. As adequate protection for any security interests of Smarter Merchant, Forward, and any other secured creditors who may assert an interest in the cash collateral, to the extent that the Debtor uses cash collateral and does not replace it, are granted replacement liens to the same extent, validity, and priority as their pre-petition liens on the Petition Date in all types and descriptions of collateral that were properly secured and perfected under the applicable, valid, and enforceable pre-petition loan documents, for any post-petition diminution in the prepetition cash collateral. A further hearing on the matter is set for October 17, 2022, at 10:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3STeiRJ from PacerMonitor.com. The budget provides for $100,000 in total income and $54,032 in total expenses. About Kapco Foods, LLC Kapco Foods, LLC operates a hamburger restaurant as Checkers store number 3703 in Goose Creek, South Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-02586) on September 23, 2022. In the petition signed by Kathryn P. Pye, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Elisabetta G. M. Gasparini oversees the case. W. Harrison Penn, Esq., at McCarthy, Reynolds, & Penn, LLC, is the Debtor's counsel. KENAN ADVANTAGE: S&P Upgrades ICR to 'B', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on Kenan Advantage Group Inc. to 'B' from 'B-'. At the same time, S&P raised its issue-level rating on the company's senior secured credit facilities to 'B' from 'B-'. The '3' recovery rating is unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. S&P said, "We also raised our issue-level rating on the company's $300 million second-lien term loan due in September 2027 to 'CCC+' from 'CCC'. The '6' recovery rating is unchanged (rounded estimate: 0%). "The stable outlook reflects our assumption that demand in end markets served by Kenan will remain resilient compared to other more cyclical industries despite a weakening macroeconomic backdrop. "We forecast transportation revenue (excluding fuel surcharges) growth in the low-double-digit percent area in 2022, driven by high freight rates and steady end-market demand, with low-single-digit percent growth in 2023.S&P Global Ratings revised upward its view on Kenan's 2022 financial performance following solid first half results. Kenan benefited from higher-than-expected freight rates and continued demand in its key end markets, supported further by volumes from accretive acquisitions. As of June 30, 2022, Kenan's average freight rate was higher across all segments than its fiscal 2021 average year rate. Additionally, recent acquisitions in food, logistics, specialty products, and Canada segments contributed to higher revenue growth, accounting for approximately 35% of the increased volumes. "While we expect some moderation in freight rates through the rest of fiscal 2022 and into 2023, we believe that end-market demand for Kenan's services will not decline substantially. Kenan operates in end markets that cater to delivery of fuels, industrial gases, food, and specialty chemicals, which we view as less discretionary. Except for first few months of the COVID-19 pandemic, impaired by shelter-in-place orders, Kenan's volumes remained less volatile amid the resulting economic slowdown. We now expect transportation revenue growth in the low-double-digit percentages for fiscal 2022, supported by ongoing momentum of high prevailing freight rates, and the low-single digits for 2023 as lower expected freight rates are offset by increased volumes from acquisitions. Kenan's S&P Global Ratings-adjusted EBITDA margin of 14.6% for the first half is higher than in 2021 despite increasing operating costs, which include increased wages, driver costs, fleet maintenance, and insurance. We expect the company to maintain profitability for fiscal 2022 and 2023 amid a recessionary macroeconomic backdrop as it absorbs a normalization of freight rates in its cost structure. "Kenan's key credit metrics have exceeded our upgrade triggers in 2022, and we expect further improvement in 2023.The persistent favorable demand and pricing environment has helped Kenan's credit metrics meet our upgrade triggers. As of June 30, Kenan's S&P Global Ratings-adjusted debt to EBITDA on a trailing-12-months basis was 5.1x compared to 5.9x in fiscal 2021 and funds from operations (FFO) to debt was 12.6% compared to 9.4%. While we expect sustained demand to continue through the remainder of 2022 and into 2023, Kenan will be challenged by some normalization of freight rates, higher operating costs that include driver costs and fleet maintenance, and insurance costs as Kenan increases its hauling volumes in response to end-market demand. Nevertheless, we forecast debt to EBITDA to be just under 5x in 2022 and improving to the 4.5x-4.7x range in fiscal 2023. We forecast FFO to debt in the 14%-15% range in both 2022 and 2023. Notwithstanding the improvement in metrics, we believe that Kenan's current metrics have sufficient cushion to absorb some period of underperformance if macroeconomic pressures are higher than we anticipate. "We revised upward our expectation of free operating cash flow (FOCF) for 2022 and 2023.Our revised view on Kenan's expected S&P Global Ratings-adjusted free operating cash flow (FOCF) stems directly from the expectation of increased profitability. Our EBITDA margin expectations are projected to be around 80 basis points higher than our previous forecast. Coupled with higher revenues, this further improves profitability. However, this is partly offset by a continued increase in working capital requirements, a trend continuing since 2021 as improved market conditions increased business activity, supported by higher volumes, freight rates, and higher fuel surcharges. Although FOCF was negative in fiscal 2021, driven by lower (but positive) operating cash flows, it was primarily affected by one-time debt issuance costs associated with refinancing. "We now expect increased profitability and the absence of the aforementioned one-time costs to more than offset the impact of continuing working capital requirements in 2022, leading to expected FOCF of about $80 million. Minimal working capital requirements amid revenue stabilization in 2023 would further support FOCF of $100 million for the year. We expect Kenan to continue to incur $130 million-$145 million of annual capital expenditure to maintain and modernize its fleet of vehicles. However, we believe Kenan's capital spending is somewhat flexible and could be curtailed if macroeconomic pressures are larger than expected, as in fiscal 2020 when the company reduced its capital expenditure to about 60% of normalized levels to preserve cash. "The stable outlook reflects our view that Kenan's end markets are somewhat more insulated from the effects of potentially weakening macroeconomic conditions and declining GDP growth compared to other more cyclical industries. We expect improved credit metrics in 2022 to be sustained, with adjusted debt to EBITDA declining below 5x and FFO to debt in the low-teens percentage area." S&P could lower the ratings within the next 12 months if: -- Weaker-than-expected operating performance deteriorates credit metrics such that adjusted leverage exceeds 6x or FFO to total adjusted debt declines below 8%. This could occur if there is a significant economic downturn and Kenan cannot maintain its profitability and cash flows; or -- The company engages in significant debt-financed acquisitions. Although unlikely in the next 12 months, S&P could raise the rating if: -- The company demonstrates consistent operating performance, resulting in adjusted leverage of 4.5x and FFO to total adjusted debt above 16% on a sustained basis; and -- S&P is convinced the financial sponsor is committed to financial policies that would maintain such credit measures. ESG credit indicators: E-3, S-2, G-3 S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis on Kenan, reflecting potential long-term industry pressures to reduce greenhouse gas emissions for truck hauling firms. Also, Kenan's principal business, hauling gasoline, will potentially decline long-term with a shift to electrification. Governance factors are a moderately negative consideration. In line with most rated entities owned by private-equity sponsors, we view Kenan's aggressive/highly leveraged financial risk profile as demonstrating corporate decision-making that prioritizes the interests of controlling owners. This also reflects their generally finite holding periods and a focus on maximizing shareholder returns." KEYS MEDICAL STAFFING: Wins Cash Collateral Access Thru Oct 13 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, authorized Keys Medical Staffing, LLC to use cash collateral on an interim basis in accordance with the budget, through the date of the final hearing. The Debtor requires the use of cash collateral to fund critical operations. The Debtor is permitted to pay its independent contractors that are temporarily staffed at work sites, the amount that is actually billed by the independent contractors, regardless of the amount provided for in the Budget for independent contractor compensation. All clients of the Debtor, including SavaSeniorCare Administrative Services, LLC, are authorized to send funds they are holding for services already provided directly to the Debtor. That payment in the amount of $5,000 that was inadvertently sent to the Lender may be retained by Lender and applied by Lender to the balance owed by the Debtor and said retention of funds will not be deemed a violation of any provision of the Bankruptcy Code. Sava, its affiliates, or any other client that sends funds to the Debtor in accordance with the Interim Order will not be liable to either the Debtor or its lender to the extent of the amount of funds that are actually paid to the Debtor, and any payments by an Account Debtor will be credited against, and in satisfaction of, invoices that are undisputed by the Account Debtor. On June 2, 2020, the Debtor entered into a financing agreement with ARA, Inc. d/b/a Lone Oak Payroll, a factoring company, and executed a Conditional Letter of Agreement for Factoring and Payroll Services. The Debtor asserts that the Factoring Agreement is a loan rather than a true sale of receivables. The Lender asserts that it is the owner of certain accounts receivable which it purchased from the Debtor under the Factoring Agreement, and the Lender asserts further that it holds a security interest in all of the Debtor's personal property as security for all amounts owed to the Lender by the Debtor. The Lender contends that, as of June 29, 2022, the Debtor was indebted to it under the Factoring Agreement in the total amount of approximately $1,085,833, exclusive of attorney's fees and other items recoverable under the Factoring Agreement and applicable law. Debtor disputes the amount owed. SavaSeniorCare is a pre-petition client of the Debtor that, upon information and belief, owes funds for work performed. As adequate protection for any diminution in the value of ARA's interests in the Pre-Petition Collateral resulting from the use of cash collateral, the Lender is valid, binding, enforceable and automatically perfected liens on and security interests in (i) all personal property of the Debtor that is of a kind or nature described as Collateral in the Factoring Agreement, whether existing or arising prior to, on or after the Petition Date, and (ii) all other personal property of the Debtor, wherever located and whether created, acquired or arising prior to, on or after the Petition Date. The Adequate Protection Liens will at all times be senior to the rights of the Debtor and any successor trustee or estate representative of the Debtor's estate, and any security interest or lien upon the Debtor's assets that is avoided or otherwise preserved for the benefit of the Debtor's estate under Section 551 or any other provision of the Bankruptcy Code will be subordinate to the Adequate Protection Liens. The Adequate Protection Liens and all claims, rights, interests, administrative claims and other protections granted to or for the benefit of the Lender pursuant to the Order and the Bankruptcy Code will constitute valid, enforceable, nonavoidable and duly perfected security interests and liens. The final hearing on the matter is scheduled for October 13, 2022, at 9:30 a.m. A copy of the order is available at https://bit.ly/3UXqbbu from PacerMonitor.com. About Keys Medical Staffing, LLC Keys Medical Staffing, LLC is a medical staffing company formed by Dr. Theresa Jones and Dr. Linnie Fletcher in 2016. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20573) on June 28, 2022. In the petition filed by Christy Collins-French, chief operating officer, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge James R. Sacca oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, serves as the Debtor's counsel. KINSEY & KINSEY: Wins Interim Cash Collateral Access Thru Dec 30 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Kinsey & Kinsey, Inc. to use cash collateral on an interim basis in accordance with the budget and provide adequate protection through December 30, 2022. As of the Petition Date, Byline Bank is owed not less than $274,000, plus fees and costs from the Debtor. The Byline Indebtedness arises from a loan made by Byline to the Debtor as evidenced by, among other things, a Promissory Note dated December 28, 2021, in the principal amount of $750,000. As of the Petition Date, the Debtor owed the SBA approximately $200,000, arising from loans made by the SBA to the Debtor as evidenced by (a) a Loan Authorization and Agreement, (b) a Note dated March 31, 2022, and (c) a Security Agreement Group Exhibit 2 of the Motion. Bellin Memorial Hospital holds a $786,749 judgment entered against the Debtor and in favor of Bellin. The Debtor disputes its liability to Bellin. Bellin holds what the Debtor believes to be a citation lien upon all of the Debtor's assets to secure its claim against the Debtor. As adequate protection of their interests, the Secured Creditors, without the need for any additional filing or recording, are granted valid, binding, enforceable and perfected liens and security interests in and on any of the Debtor's now owned assets, or assets acquired after the Petition Date, wherever located, to the same extent, validity and priority held by the Secured Creditors on the Petition Date and to the extent of any post-petition diminution of the Secured Creditors' Collateral owned by the Debtor. As further adequate protection, the Debtor must pay Byline Bank the adequate protection (interest) payment required by the budget. The Debtor must maintain insurance coverage upon all of its assets and provide proof of insurance to the Secured Creditors and the United States Trustee upon written request. The Debtor's authority to use cash collateral will remain in effect until the earliest of: (a) December 30; (b) the conversion of the case to a case under Chapter 7 of the Bankruptcy Code; (c) the dismissal of the Case; or (d) determination by the Court of a material breach of the Order by the Debtor. Upon any such termination, all rights to use the cash collateral will immediately terminate. A status hearing on the Debtor's right to use cash collateral is scheduled for December 15 at 10:30 a.m. via Zoom for Government. A copy of the order is available at https://bit.ly/3CmnJDX from PacerMonitor.com. About Kinsey & Kinsey, Inc. Kinsey & Kinsey, Inc. provides a broad range of expertise in the areas of financials, procurement, human resources, payroll, budgeting, planning, distribution, manufacturing and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-06775) on June 16, 2022. In the petition signed by Bradley J. Kinsey, vice-president, the Debtor disclosed $851,664 in total assets and $1,396,477 in total liabilities. Judge Carol A. Doyle oversees the case. Chester H. Foster, Jr., Esq., at Foster Legal Services, PLLC is the Debtor's counsel. KR CITRUS: Wins Continued Cash Collateral Access Thru Dec 20 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, authorized KR Citrus Inc. to use cash collateral on an interim basis in accordance with the budget for the period of September 20 to December 20, 2022. As adequate protection for the Debtor's use of cash collateral, the Court grants the affected secured creditors including Vox Funding, LLC, having valid liens or interests in the Debtor's pre- and post-petition assets, the same type and validity as are subject to valid prepetition liens and security interest and with the same priority as the pre-petition liens and interests with replacement liens. The Secured Creditors' liens upon, and interests in, the replacement collateral will be perfected without any other act or filing upon entry of the Order. All rights of Vox Funding, LLC to assert it owns an interest in the Debtor's revenues are preserved. A further hearing on the matter is scheduled for December 14, 2022 at 9:30 a.m. A copy of the order is available at https://bit.ly/3CqeBhF from PacerMonitor.com. About KR Citrus, Inc. KR Citrus, Inc. is a California corporation is engaged in the fruit and vegetable preserving and specialty food manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-10416) on March 18, 2022. In the petition signed by James Reed, chief executive officer, the Debtor disclosed $2,002,186 in assets and $1,590,819 in liabilities. Judge Jennifer E. Niemann oversees the case. Riley C. Walter, Esq., at Wanger Jones Helsley is the Debtor's counsel. LEAFBUYER TECHNOLOGIES: Posts $956K Net Income in FY Ended June 30 ------------------------------------------------------------------ Leafbuyer Technologies, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net income of $955,695 on $3.81 million of revenue for the year ended June 30, 2022, compared to a net loss of $5.03 million on $2.67 million of revenue for the year ended June 30, 2021. As of June 30, 2022, the Company had $2.37 million in total assets, $3.78 million in total liabilities, and a total deficit of $1.41 million. Lakewood, Colorado-based B F Borgers CPA PC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Sept. 27, 2022, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1643721/000147793222007294/lbuy_10k.htm About Leafbuyer Leafbuyer Technologies, Inc. is a marketing technology company for the cannabis industry and is an online cannabis resource. LEVEL FOUR ORTHOTICS: Taps Kroll as Administrative Advisor ---------------------------------------------------------- Level Four Orthotics & Prosthetics, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kroll Restructuring Administration, LLC as administrative advisor. The firm's services include: (a) assisting with, among other things, solicitation, balloting and tabulation of votes, preparing any related reports in support of confirmation of a Chapter 11 plan, and processing requests for documents; (b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) assisting with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gathering data in conjunction therewith; (d) providing a confidential data room, if requested; and (e) managing and coordinating any distributions pursuant to a Chapter 11 plan. Prior to their bankruptcy filing, the Debtors provided Kroll an advance in the amount of $25,000. Benjamin Steele, a managing director at Kroll, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Telephone: (212) 593-1000 About Level Four Orthotics Level Four Orthotics & Prosthetics, Inc., doing business as Restore POC, is a provider of custom prosthetics, orthotics, and infant cranial remolding products. It is based in Winter Park, Fla. Level Four and five affiliates, including Cocco Enterprises, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 22-10807) on Aug. 29, 2022. At the time of the filing, Level Four reported assets and debt of $10 million to $50 million. The Debtors have pre-bankruptcy loan obligations totaling $20,235,011 as of the petition date, secured by some or all of the assets of each of the Debtors. Judge Brendan Linehan Shannon oversees the case. The Debtors tapped Ruberto, Israel & Weiner, P.C. as bankruptcy counsel; Cross & Simon, LLC as local counsel; and Verdolino & Lowey, P.C. as accountant and financial advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. LIBERTY POWER: Has Deal on Cash Collateral Access ------------------------------------------------- Liberty Power Holdings, LLC, LPT, LLC and affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, for entry of an order authorizing its use of cash collateral in accordance with its agreement with Boston Energy Trading and Marketing, LLC. The Debtors need to continue using BETM's Cash Collateral to preserve their remaining intangible assets, pay their ordinary and necessary expenses, including to their remaining employees, and complete their investigation and potentially initiate the prosecution of available litigation claims. Pursuant to the terms of the Stipulation, (i) the Debtors are authorized to use the cash collateral of BETM through December 31, 2022 in accordance with the budget attached to the Stipulation, as such October Budget will be updated on a month-to-month basis, (ii) the Debtors will grant certain liens, security interests and super-priority administrative expense claims to BETM as adequate protection in connection therewith, (iii) the Debtors and BETM have negotiated and stipulated to an amount equal to $11,515,000 as representing the diminution in the value of BETM's Pre-Petition Collateral arising from the Debtors' use of BETM's collateral, including cash collateral, and thus its failure of adequate protection, during these Cases, and (iv) granting related relief. Prior to the commencement of the Cases, BETM provided financing and other credit support to the Debtors. As of the Petition Date, the Debtors were indebted to BETM in the amount of $121,031,961, plus interest, costs and attorneys' fees for advances and other financial accommodations extended by BETM to or for the benefit of the Debtors. On July 6, 2020, BETM protected its first-priority security interest by filing a UCC1 Financing Statement with the Delaware Secretary of State (U.C.C. Initial Filing No: 2020 4653442). BETM holds a properly perfected, duly enforceable, first priority lien on substantially all of the assets of the Debtors and a perfected first-priority lien on all of the equity interests of the Debtors. The Debtors and BETM have negotiated at arms' length and in good faith regarding the amount of the diminution in the value of BETM's Pre-Petition Collateral. In connection therewith, BETM has asserted that such diminution exceeded $20 million based on the Pre-Petition Collateral Stated Value set forth above and the remaining Pre-Petition Collateral as of the date hereof, after taking into account payments made on the Pre-Petition Obligations of owed to BETM. In response, the Debtors have asserted that such diminution might be as low as approximately $5 million. As a result of the good faith negotiations between the Debtors and BETM and in an effort to avoid costly and risky litigation with respect thereto, the parties have agreed that the amount of $11,515,000 represents the diminution in the value of BETM's Pre-Petition Collateral, and thus its failure of adequate protection. The Adequate Protection Obligation is secured by the Replacement Liens. As adequate protection, BETM will be granted continuing Replacement Liens in and upon all the personal property of the Debtors, whether owned or existing as of the Petition Date. The Replacement Liens will be junior and subordinate only to the DIP Liens and the Carve-Out but otherwise senior to all other liens and security interests. As additional adequate protection, pursuant to section 507(b) of the Bankruptcy Code, BETM will be granted a superpriority administrative expense claim in the amount of the Adequate Protection Obligation. The Adequate Protection Superpriority Claim will be junior to the DIP Superpriority Claim and the Carve-Out. The carve-out means: (a) the DIP Liens, (b) all fees required to paid by the Debtors to the Office of the United States Trustee pursuant to 28 U.S.C. section 1930(a), (c) all fees due the Clerk of the Court, and (d) up to $100,000 in fees and expenses incurred by the Debtors' professionals following the Maturity Date. A copy of the motion and the Debtor's October 2022 budget is available at https://bit.ly/3yb7fMt from PacerMonitor.com. The budget provides for $109,000 in total receipts and $225,000 in total disbursements for the month. About Liberty Power Established in 2001 and headquartered in Fort Lauderdale, Florida, Liberty Power is one of the largest and longest-tenured owner-operated retail electricity provider in the United States. Liberty Power provides large and small businesses, government agencies and residential customers with competitively priced electricity, sustainability solutions and exceptional customer service. Liberty Power filed a voluntary petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 21-13797) on April 20, 2021. The Debtor estimated $50 million to $100 million in assets and at least $100 million in liabilities as of the bankruptcy filing. Judge Scott M. Grossman oversees the case. Genovese Joblove & Battista, P.A., is the Debtor's counsel. Boston Energy Trading and Marketing, LLC, as DIP Lender, is represented by Eversheds Sutherland (US) LLP. LIGHT & WONDER: Completes OpenBet Divestiture --------------------------------------------- Light & Wonder, Inc. has completed the previously announced sale of its Sports Betting Business, OpenBet, to Endeavor Group Holdings, Inc., for total gross proceeds of approximately $800 million, consisting of $750 million in cash, subject to certain customary adjustments, and 2,305,794 shares of Class A common stock of Endeavor. The sale marks the final step, as part of the Company's strategic plan announced in June 2021, to streamline the organization and transform the Company. Additionally, the sale positions OpenBet to build on their exceptional track record of innovation as part of Endeavor. Light & Wonder has rapidly delivered on key commitments, including strengthening the balance sheet and positioning the Company to unlock tremendous value as the leading cross-platform global games company. "With the completion of the OpenBet divestiture and our now streamlined organization, Light & Wonder is well positioned to execute on our growth strategy with a singular focus on building great games fully cross-platform," said Matt Wilson, interim chief executive officer of Light & Wonder. "With our R&D engine and world class talent at our core, we have an unparalleled ability to leverage our leading industry positions, evergreen franchises and unmatched platforms to drive sustainable differentiation and significant value. I want to thank our teams for their hard work and dedication to ensure a quick and successful completion of this important transaction. Endeavor is the right partner for OpenBet and we wish our OpenBet colleagues all the best on this exciting new chapter." "Importantly, with the completion of this sale, we have delivered on our key priority to transform our balance sheet, with a clear path to achieving our Targeted Net Debt Leverage Ratio(1) range of 2.5x to 3.5x. With our high mix of recurring and digital revenues, double-digit growth profile, $1.4 billion of 2025 Targeted Consolidated AEBITDA(1) and strong cash flow, we have created an opportunity to generate significant excess capital. Our enhanced financial flexibility accelerates our ability to return substantial capital to shareholders through our share repurchase program, while also pursuing our key growth initiatives, enabling us to unlock tremendous shareholder value going forward." Advisors Oakvale Capital LLP and Macquarie Capital (USA) Inc. served as financial advisors and Cravath, Swaine & Moore LLP served as legal counsel to Light & Wonder. About Light & Wonder Scientific Games Corporation, doing business as Light & Wonder, operates a cross-platform games and entertainment business. The Company brings together over 5,000 employees from six continents to connect content between land-based and digital channels. Scientific Games reported net income of $390 million for the year ended Dec. 31, 2021, a net loss of $548 million for the year ended Dec. 31, 2020, a net loss of $118 million for the year ended Dec. 31, 2019, and a net loss of $352 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $6.48 billion in total assets, $5.51 billion in total liabilities, and $966 million in total equity. * * * This concludes the Troubled Company Reporter's coverage of Light & Wonder until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. LUCKY BUCKS: S&P Cuts ICR to 'CCC' on Liquidity Shortfall Risk -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Lucky Bucks LLC to 'CCC' from 'B'. The outlook is negative. In addition, S&P lowered the rating on the company's senior secured debt to 'CCC' from 'B'. The recovery rating on this debt remains '3'. The negative outlook reflects the risk that the company could breach its covenant, or it might not be able to generate sufficient EBITDA to fully cover its mandatory fixed charges over the next six to nine months. The outlook also reflects the potential for a downgrade if the company pursues a debt restructuring or distressed exchange. The downgrade to 'CCC' reflects a significant slowdown in performance at Lucky Bucks' locations as a result of heightened regulatory enforcement and deteriorating economic conditions, and minimal liquidity, which could cause a potential covenant breach or payment default if operating performance deteriorates further.Lucky Bucks experienced accelerated COAM revenue declines in the second quarter of 2022, as high inflation and lack of government stimulus affected discretionary spending in the Georgia COAM market. In addition, the Georgia Lottery Commission (GLC) has increased enforcement of its 50 Percent Rule, which states that no location owner or operator will derive more than 50% of gross retail receipts at its locations from Class B machines. The combination of overall market softness and increased enforcement resulted in second quarter net revenue declines of about 8% and an adjusted EBITDA decrease of about 12% year over year, stemming from both a lower machine count and lower win per unit per day (WPUPD). The WPUPD as of the 12 months ended June 30, 2022 was $174, slightly below pre-pandemic levels and compared with a high of $186 in 2020 because of stimulus funds. S&P said, "We expect continued revenue and EBITDA declines into 2023, stemming from a lower machine count and WPUPD because regulatory enforcement causes further machine removals and a weak macroeconomic environment causes discretionary spending in the Georgia COAM market to further recede from current levels. We now expect adjusted debt to EBITDA to be above 7x over the next 12 months, well above our threshold for the current rating." As a result of deteriorating operating performance, Lucky Bucks paused acquisition spending in the second quarter of 2022. While the company has identified potential near-term acquisition opportunities for location growth and EBITDA generation, S&P believes the company will postpone acquisition spending to preserve liquidity. S&P said, "We expect Lucky Bucks' cash flow could be under pressure in 2023.Lucky Bucks' operating results continue to be hampered by inflationary pressures on consumer budgets and GLC enforcement. In addition, the macroeconomic landscape remains uncertain in 2022, and our base case macroeconomic forecast calls for a recession in 2023. If the pace of machine removals and WPUPD declines continues, we believe the company could face challenges in meeting its debt obligations over the next six to nine months, based on rising interest rates that will put upward pressure on the company's fixed charges and erode cash flow, and a high annual debt amortization of $27.75 million. "The negative outlook reflects the risk that Lucky Bucks could breach its covenant or might not be able to generate sufficient EBITDA to meet its mandatory fixed charges or pursue a debt restructuring or distressed exchange due to prolonged operating challenges. "We could lower our rating on Lucky Bucks if we believed the company would deplete its liquidity sources, such that we anticipated a payment default or a debt restructuring in the next six months. This could occur if the company experienced continued softness in the Georgia COAM market and heightened GLC enforcement, resulting in additional store closures at Lucky Bucks' locations. "We could take a positive rating action if default scenarios were no longer a risk over the next 12 months. This could occur if Lucky Bucks improved its EBITDA and cash flow generation, such that liquidity improved and the company were expected to remain in compliance with its financial covenants." 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 Lucky Bucks because of regulatory risks since it is subject to high regulation to operate COAMs in Georgia. Lucky Bucks was not hurt by the pandemic because its machines are in essential businesses such as convenience stores and gas stations that did not close. Governance factors are also 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 generally finite holding periods and a focus on maximizing shareholder returns. In addition, in May 2020, Lucky Bucks settled with its regulator, the GLC and paid a fine because a significant shareholder and founder in his personal capacity violated applicable laws relating to COAM operations." LV FORTUNE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: LV Fortune, LLC 325 E. Flamingo Rd. Las Vegas, NV 89169 Business Description: The Debtor is part of the hotels and motels industry. Chapter 11 Petition Date: October 3, 2022 Court: United States Bankruptcy Court District of Nevada Case No.: 22-13555 Judge: Hon. Mike K. Nakagawa Debtor's Counsel: Matthew C. Zirzow, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: 702-382-1170 Fax: 702-382-1169 Email: mzirzow@lzlawnv.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Jeffrey Fleming as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5HN7ONI/LV_FORTUNE_LLC__nvbke-22-13555__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Diverse Capital, LLC Cash Advance or $149,900 Attn: Bankruptcy Alleged Receivables Dept/Managing Agent Financing/Purchase 750 Main St. Suite 906 Hartford, CT 06103 2. Reserve Advance Cash Advance or $102,627 Attn: Bankruptcy Alleged Receivables Dept/Managing Agent Financing/Purchase 101 Chase Ave. Lakewood, NJ 08701 3. Choice Hotels Franchise Fees $89,265 International, Inc. Per Franchise Attn: Bankruptcy Agreement Dep't/Managing Agent 1 Choice Hotels Circle, Suite 400 Rockville, MD 20850 4. Las Vegas Valley Utility Services $59,852 Water District Attn: Bankruptcy Dept. / Managing Agent 1001 S. Valley View Blvd. Las Vegas, NV 89153 5. Clark County Water Utility Services $41,481 Reclamation Attn: Bankruptcy Dept/ Managing Agent PO Box 98526 Las Vegas, NV 89193-852 6. Mantis Funding, LLC Cash Advance or $40,601 Attn: Bankrutpcy Alleged Receivables Dept/Managing Agt. Financing/Purchase 64 Beaver St., Suite 344 New York, NY 10004 7. Otis Elevator Company Services $37,569 Attn: Bankruptcy Dep't/Managing Agent 711 Pilot Rd. #D Las Vegas, NV 89119 8. NV Energy - Southern Nevada Utility Services $36,596 Attn: Bankruptcy Dept. / Managing Agent P.O. Box 98910 Las Vegas, NV 89151 9. Internal Revenue Service Tax $28,044 Attn: Bankruptcy Dept/Managing Agent P.O. Box 7346 Philadelphia, PA 19101 10. Booking.com (USA), Inc. Services $23,315 920 5th Ave., Suite 700 Seattle, WA 98104 11. Cox Communications Utility $13,080 Attn: Bankruptcy Services Desk/Managing Agent PO Box 79175 Phoenix, AZ 85062-9175 12. Nevada DETR Employer $11,904 Employment Security Division Contribution Attn: Legal Counsel's Office Unemployment 500 East Third St. Carson City, NV 89713 13. Expedia.com Services $7,632 Attn: Bankruptcy Dept/Managing Agent 1111 Expedia Group Way West Seattle, WA 98119 14. Signal Fire, Inc. Services $7,171 Attn: Jonathan Perry, President 7120 Rafael Ridge Way Las Vegas, NV 89119 15. Republic Services Trash Removal $6,864 Attn: Bankruptcy Dept. / Managing Agent 770 E. Sahara Ave. Las Vegas, NV 89104-2943 16. Calavans Pool & Spa Services $5,420 Service, LLC Attn: Margaret Calavan, Manager 5841 E. Charleston Rd. #401 Las Vegas, NV 89142 17. Desert Boilers & Services $3,243 Controls, Inc. Attn: Sandra Hansen, President 305 W St. Louis Ave. Las Vegas, NV 89102 18. Nevada Dept. of Taxation Modified $2,270 Attn: Bankruptcy Section Business Taxes, 555 E. Washington Sales/Use Tax Ave., #1300 Las Vegas, NV 89101 19. Vegas Born Roofing Services $1,879 Attn: Jodd Friesz 4205 W Tompkins Ave., Suite 6 Las Vegas, NV 89103 20. EcoLab Pest Control $1,288 Attn: Bankruptcy Dept/Managing Agent P.O. Box 100512 Pasadena, CA 91189 MADJAK LLC: Seeks Cash Collateral Access ---------------------------------------- Madjak, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authority to use cash collateral and provide adequate protection on an interim basis until there is a final hearing on the matter. The Debtor requires the use of cash collateral to continue to operate in the ordinary course of business and to pay normal operating expenses. During COVID-19, the Debtor's revenues declined dramatically as its customers, primarily women, did not go out in public as much. During this time, the Debtor became delinquent on its obligations to the Internal Revenue Service and took out several merchant cash advance loans. The parties that assert an interest in the Debtor's cash collateral are the U.S. Small Business Administration, the Internal Revenue Service, Corporation Service Company as representative for Everest Business Funding, Funding Metrics, and Fintegra, LLC. The liens of Everest Business Funding, Funding Metrics and Fintegra, LLC were all perfected during the preference period and are subject to avoidance. The lien of the SBA likely exceeds the value of the Debtor's assets so that the other secured creditors are likely unsecured. As adequate protection, the Debtor proposes to provide all creditors with an interest in cash collateral with a replacement lien upon assets obtained post-petition to the same extent, priority and validity as their pre-petition liens. The Debtor will also maintain insurance upon its assets. A copy of the motion and the Debtor's budget is available at https://bit.ly/3SO5FIl from PacerMonitor.com. The budget provides for $213,229 in total income and $195,479 in total expenses for the fourth quarter of 2022. About Madjak, LLC Madjak, LLC operates a med spa on Avery Ranch Road in Austin, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-10641-tmd) on September 30, 2022. In the petition filed by Sean Matthew McGahey, manager, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Stephen W Sather, Esq., at Barron & Newburger, P.C., is the Debtor's counsel. MIRACLE CENTER: Seeks Cash Collateral Access Thru Dec 31 -------------------------------------------------------- Miracle Center Church of Ventura County, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Northern Division, for authority to use cash collateral in accordance with the proposed budget for the period from August 29 to December 31, 2022. The First Christian Church of Ventura County asserts a security interest in the amount of $3,208,233 against the Debtor's real property located at County of Ventura Assessors Parcel Number 082-0-120-445. First Christian is the sole lienholder against the Property and Debtor disputes the amount of the claim by First Christian. Recently, after review of documents, the Debtor recalled that an emergency injury disaster loan was received from the United States Small Business Administration in the amount of $68,000 through an entity named "MIRACLE CENTER CHRISTIAN CHURCH INC." This entity is associated with the Debtor through a Restated Articles of Incorporation but there appears to be inconsistencies with the California Secretary of State filings. Out of abundance of caution, the Debtor's schedules were amended to add the SBA as a creditor to allow for a filing of a claim whereby a determination can be made as to the SBA's claim. The SBA Loan is secured by a California UCC Financing Statement (UCC-I) File #U200008484I33 securing tangible and intangible personal property. No installment payments on the SBA Loan are due until 2023 thus the use of cash collateral is not required until such time as when funds are required to begin repayment of the loan. First Christian's interest in the Property is protected by an adequate equity cushion whereby their secured claim amount (disputed) is $3,208,233 and the estimated fair market value of the Property is $4,000,000 as evidenced by a recent purchase proposal of the Property by Higher Ground Education, Inc. First Christian agreed to allow the Debtor time to initiate a fund-raising campaign from its congregation to raise the necessary funds to become current on mortgage but this effort was short-lived due to the onset of the COVID-19 pandemic that further adversely affected the Debtor operations. Because of the pandemic restrictions imposed by national and local government agencies, First Christian agreed to a forbearance of the monthly note payments and to forbear any legal actions against the Debtor during the pendency of the pandemic stating that "payments will resume after pandemic is over" in a February 3, 2020 Memoranda of Understanding. First Christian initiated a foreclosure action. The Debtor found its only option to prevent foreclosure of the Property was to file a bankruptcy. The Debtor continues to increase its revenue through fund raising campaigns from its members and commitments to increase contributions from certain donors in order to retain the Property for its office location, place of worship, and other charitable functions. In the alternative, the Debtor is actively seeking refinancing of the note from third party lenders. The Debtor proposes that it use the cash collateral to pay the allowed operating expenses pursuant to the Budget from August 29, 2022 to December 31, 2022. The Debtor believes that those expenses represent the necessary and important expenditures required to maintain the Debtor's the business operations and maintenance and preservation of the Property for the Interim Period. In addition to the adequate equity cushion of First Christian, the Debtor will make regular monthly postpetition payments of $25,663 in accordance with the terms of the promissory note executed between the Debtor and First Christian. Based on the foregoing, the Debtor believes that First Christian will be adequately protected. A copy of the motion and the Debtor's budget is available at https://bit.ly/3SsHG1G from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $77,281 for Month 1; $77,281 for Month 2; $77,281 for Month 3; and $77,281 for Month 4. A hearing on the matter is set for October 11 at 2 p.m. About Miracle Center Church of Ventura County, Inc. Miracle Center Church of Ventura County, Inc. is a tax-exempt religious organization. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10664) on August 29, 2022. In the petition signed by Alonzo McCowan, CEO/president, the Debtor disclosed $3,472,792 in assets and $3,387,733 in liabilities. Judge Ronald A. Clifford III oversees the case. John K. Rounds, Esq., at Rounds & Sutter LLP is the Debtor's counsel. MO-PAT SUNRISE: Case Summary & One Unsecured Creditor ----------------------------------------------------- Debtor: MO-PAT Sunrise Mall, LLC 5858 S. Padre Island Drive Corpus Christi TX 78412 Business Description: The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: October 3, 2022 Court: United States Bankruptcy Court Southern District of Texas Case No.: 22-20244 Judge: Hon. David R. Jones Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas E. Morris as manager. The Debtor listed Sombrero as its sole unsecured creditor holding a claim of $795,886. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KOVSWTQ/MO-PAT_Sunrise_Mall_LLC__txsbke-22-20244__0001.0.pdf?mcid=tGE4TAMA MONTAUK CLIFFS: $25M Sale of Montauk Property to REO LLC Approved ----------------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York authorized Montauk Cliffs, LLC's sale of the real property located at 38-42 Old Montauk Highway, in Montauk, New York, to REO, LLC, designee of Montauk, LLC, for a credit bid of $25 million. A hearing on the Motion was held on Sept. 12, 2022. The Sale is free and clear of any and all Encumbrances, if any, to attach to the proceeds of sale. In the event the Debtor fails or refuses to execute any document necessary or appropriate to effectuate the sale of the Property to the Purchaser, the counsel for the Debtor, Bonnie L. Pollack, Esq. or Matthew G. Roseman, Esq., may without further order of the Court execute any or all such documents on behalf of the Debtor and such signatures will be legal and enforceable and bind the Debtor and its estate. At the closing of the Sale, any Secured Real Estate Taxes due in connection with the Property sale either be paid in full, or title to the Property will be transferred subject to such taxes and remain a lien against the Property until paid. At the closing of the Sale, the Purchaser will pay and/or deliver to counsel for the Debtor the following: (i) funds sufficient to pay all Sale Expenses, which will include brokers' commissions, auctioneers' costs, necessary and customary closing costs and United States Trustee Fees due in the amount of $1,950; (ii) $150,000 to be held in escrow to fund the Professional Fee Carve Out, which will be held in escrow by the Debtor's counsel until such time as the Claims to be paid from the Professional Fee Carve Out have been Allowed; and (iii) $24,019.10 to fund the Creditor Carve Out pursuant to the Debtor's Plan. Any funds remaining from the carve outs following payment in full of such Allowed claims will be returned to Lender. Time is of the essence in consummating the Sale. Notwithstanding Bankruptcy Rule 6004(h), the Court expressly finds that there is no just reason for delay in the implementation of the Order, and expressly directs entry of judgment as set forth therein. About Montauk Cliffs Montauk Cliffs LLC is a real estate company that owns the Montauk Mansion in Montauk, New York. Montauk Cliffs sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 70312) on Feb. 23, 2022. In the petition filed by Eli Wilner as manager, Montauk CLiffs estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. The case is handled by Honorable Judge Robert E. Grossman. Matthew G. Roseman, Esq., CULLEN AND DYKMAN LLP, is the Debtor's counsel. MUSCLEPHARM CORP: Appoints Gary Shirshac as Interim CFO ------------------------------------------------------- MusclePharm Corporation has appointed Gary C. Shirshac to serve as its interim chief financial officer. Mr. Shirshac's base salary is $250,000 and he will be eligible to participate in the Company's benefits plan as of Oct. 1, 2022. Prior to joining the Company, Mr. Shirshac, 60, served as the chief financial officer and on the Board of Directors of Newpoint Financial Corporation from 2020 to February 2022. Prior to that, Mr. Shirshac served as the chief financial officer and managing director of GCS Consulting from 2013 to 2019. Mr. Shirshac's work experience prior to that included accounting, tax and SEC compliance work in-house, as a consultant and in national accounting firms. Mr. Shirshac is a Certified Public Accountant and received his BS Accountancy from Villanova University. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.musclepharm.comand http://www.musclepharmcorp.com-- is a lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. MusclePharm reported a net loss of $12.87 million for the year ended Dec. 31, 2021. As of March 31, 2022, the Company had $11.98 million in total assets, $50.03 million in total liabilities, and a total stockholders' deficit of $38.06 million. Orange County, California-based Moss Adams LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 15, 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. NEONODE INC: All Three Proposals Passed at Annual Meeting --------------------------------------------------------- Neonode Inc. held its 2022 Annual Meeting of Stockholders at which the stockholders: (1) reelected Mr. Ulf Rosberg to the Board of Directors for a three-year term as a Class II director; (2) ratified the appointment of KMJ Corbin & Company LLC to serve as the Company's independent auditors for the year ended Dec. 31, 2022; and (3) indicated their approval, on an advisory basis, of the compensation of the Company's named executive officers. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. Neonode reported a net loss attributable to the company of $6.45 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $5.61 million for the year ended Dec. 31, 2020, and a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $19.11 million in total assets, $2.25 million in total liabilities, and $16.86 million in total stockholders' equity. NERAM GROUP: Wins Cash Collateral Access Thru Feb 2023 ------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, authorized Neram Group Inc. to use cash collateral on an interim basis in accordance with the budget for the period from October 1 through February 1, 2023. As previously reported by the Troubled Company Reporter, there are five alleged secured creditors that at one time may have claimed to be secured by the Debtor's property, a 12-unit apartment house located in Ontario, California. The Debtor has owned the Property for many years. At one time, the Property allegedly fully or partially secured several loans. Due to some unusual circumstances, there were and are a number of alleged creditors claiming they had secured claims of the Property. These claims originally included in no particular order: (1) M&A Enterprises, LLC, (2) SMN LO, Inc., (3) Han Tran, and (4) Arturo Leyva & Juana Leyva. The amounts, priority and secured status of all of the claims was and is in dispute. Some of the alleged secured claims ended up suing each other in the California Superior Court in a case styled, SMN LO. INC. vs. M&A Enterprises. LLC. A Judgment was entered in the case (after an appeal) that established part of the priority of some of the secured claims and disallowed the secured claim of M&A as it had lost the security for its claim. Arturo and Juana Leyva appear to be judgment lien claimants, albeit disputed as to amount. This does not give them cash collateral rights. The recorded documents show Hanh Tran holds a recorded trust deed of $200,000 in face amount. Hahn Tran asserts that she holds an assignment of rents and Debtor has reached an agreement with her to make monthly adequate protection payment to her in the amount of $1,000 which are included in the Budget. The recorded documents also show that SMN LO, Inc. holds an alleged recorded trust deed of $110,000 in face amount. The amounts and alleged security of the remaining alleged secured claims remains in dispute. The Debtor has been in negotiations with SMN LO but has not reached a settlement as of this date. The Debtor is continuing to negotiate with all of the alleged creditors regarding these issues. Hahn Tran willl continue to receive $1,000 in monthly adequate protection payments through the end of the Budgeted Period. The extent, validity, security, and priority of the claims of all of the alleged secured creditors will be determined by Court orders in the future. To the extent that they have legitimate secured claims, the alleged secured creditors will be granted replacement liens in the Debtor's post-petition assets to the same extent, validity, security, and priority as their respective claims had in the prefiling period of time. A copy of the order is available at https://bit.ly/3Cn1XA3 from PacerMonitor.com. About Neram Group Orange, Calif.-based Neram Group, Inc. is the fee simple owner of a 12-unit apartment building located at 1211 N. El Dorado Ave, Ontario, Calif., having a comparable sale value of $2.5 million. Neram Group filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 22-10268) on Feb. 16, 2022, listing $2,802,000 in assets and $1,675,000 in liabilities. Humberto Perez Figuerola, chief executive officer, signed the petition. Judge Scott C. Clarkson oversees the case. The Debtor tapped the Law Offices of Robert M. Yaspan as bankruptcy counsel. NEXTSPORT INC: Has Cash Collateral Access Thru Dec 31 ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California authorized Nextsport, Inc. to continue using cash collateral pursuant to the budget. The Debtor is permitted to use cash collateral including any funds held in its accounts at Bank of the West, Royal Bank of Canada and PayPal. The Court said that within two weeks from the entry of the order, Joe Deluca will, if he chooses to do so, file a motion to reconsider any relief authorized under the order. A continued hearing on the Debtor's request is set for December 14, 2022 at 10:30 a.m. As previously reported by the Troubled Company Reporter, JAS Forwarding Netherlands, JAS Forwarding UK and Tigers International Solutions PTY LTD. AU, Tigers International Logistics BV, Tigers Global Logistics Limited UK assert an interest in the Debtor's cash collateral. A copy of the order is available at https://bit.ly/3y9uS8e from PacerMonitor.com. About Nextsport, Inc. Nextsport, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. N.D. Cal. Case No. 2-40569) on June 13, 2022. In the petition signed by David Lee, chief executive officer, the Debtor disclosed $13,381,220 in assets and $10,668,143 in liabilities. Judge William J. Lafferty oversees the case. Eric A. Nyberg, Esq. at Kornfeld, Nyberg, Bendes, Kuhner and Little PC is the Debtor's counsel. NICK'S CREATIVE: Wins Cash Collateral Access Thru Oct 25 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized Nick's Creative Marine, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through and including October 25, 2022. The Debtor requires the use of cash collateral to pay the Debtor's regular operating expenses in the regular course of business, as well as the administrative expenses in these Chapter 11 proceedings as they become due. GE Commercial Distribution Finance Corporation may have a lien on the cash collateral of the Debtor by virtue of a UCC-1 filed on October 9, 2007 (Instrument No. 200706732683) in the Florida Secured Transaction Registry. Pursuant to the UCC-1 Financing Statement, the secured assets include all accounts, price protection payments, factory holdbacks, incentive payments and any other amounts due to the Debtor. Northpoint Commercial Finance may have a lien on the cash collateral of the Debtor by virtue of a UCC-1 filed on October 21, 2019 (Instrument No. 201909951674) in the Florida Secured Transaction Registry. Pursuant to the UCC-1 Financing Statement, the secured assets include all of the Debtor's assets. The U.S. Small Business Administration may have a lien on the cash collateral of the of the Debtor by virtue of a UCC-1 filed on February 15, 2022 (Instrument No. 20220049462X) in the Florida Secured Transaction Registry. Pursuant to the UCC-1 Financing Statement, the SBA has a security interest in accounts and deposit accounts of the Debtor. Seacoast National Bank may have a lien on the cash collateral of the of the Debtor by virtue of the above referenced UCC-1 filed by the Small Business Association on February 15, 2022 (Instrument No. 20220049462X) in the Florida Secured Transaction Registry. Pursuant to the UCC-1 Financing Statement, the SBA has a security interest in accounts and deposit accounts of the Debtor. As adequate protection, GE, Northpoint, SBA and Seacoast are granted, as of the Petition Date, a replacement lien to the same extent as any pre-petition lien, pursuant to 11 U.S.C. section 361(2) on the property set forth in its security agreements, without any prejudice to any rights of the Debtor to seek to void the lien as to the extent, validity, or priority of said liens. An interim hearing on the matter is set for October 25 at 1:30 p.m. A copy of the order is available at https://bit.ly/3y7rV82 from PacerMonitor.com. About Nick's Creative Marine, Inc. Nick's Creative Marine, Inc. owns a marine supply store in Riviera Beach, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17170) on September 16, 2022. In the petition signed by Nicholas Scafidi, vice-president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Erik P. Kimball oversees the case. Craig I. Kelley, Esq., at Kelly, Fulton & Kaplan, P.L., is the Debtor's counsel. O&A ENTERPRISES: $1.6M Sale of Assets to Iles Funeral Homes Granted ------------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa authorized O & A Enterprises, LLC's sale to Iles Funeral Homes, Inc., of the following: a. the real estate located 1020 Main Street, Norwalk, Iowa 50211 in Warren County, Iowa, designated as Lot 1: The North 173 feet of the following tract of land, to wit: Commencing at a point 30 feet East and 31 1/2 feet south of the Northwest corner of the SE 1/4 NE 1/4 of Section 13, Township 77 North, Range 25 West of the 5th P.M., Warren County, Iowa; thence South 263 feet; thence East 175 feet; thence North 10 feet, thence East to the right-of-way of the Chicago Burlington and Quincy Railroad; thence in a Northwesterly direction along said right-of-way to a point 31 1/2 feet South of the Quarter Section line dividing the said SE 1/4 NE 1/4 and the NE 1/4 NE 1/4 of said Section 13, Township 77 North, Range 25 West of the 5th P.M., all in the Town of Norwalk, Warren County, Iowa, thence West to place of beginning AND That portion of the abandoned former right-of-way of the Chicago, Burlington and Quincy Railroad that lies directly East of the above described North 173 feet of land and which former right of way was theretofore conveyed by Quit Claim Deed dated March 27, 1952, recorded in Book 116 Page 504 in the office of the Recorder of Warren County, Iowa, and is more particularly described as follows: The North (as measured parallel to the West line of the SE 1/4 NE 1/4 Section 13-77-25) 173 feet of that portion of the former right-of-way of the Chicago, Burlington and Quincy Railroad Company located in the SE 1/4 of the SE 1/4 of Section 13, Township 77 North, Range 25 West of the 5th P.M. in Warren County, Iowa from a point 31 1/2 feet South of the Northwest Corner of the SE 1/4 of the NE 1/4, East to the center line of said right-of-way, and from a point 284 1/2 feet South of the Northwest corner of the SE 1/4 of the NE 1/4, East to the center line of said right-of-way; all in the Town of Norwalk, Warren County, Iowa, for $1.6 million; and b. non-motor vehicle personal property, designated as Lot 2: Furniture, office equipment, flower shop equipment and furnishings, embalming equipment, supplies, inventory of caskets and urns, flower shop inventory -- all located at the funeral home for $25,000. The provisions of Bankruptcy Rules 6004(h) and 6006(d) will not apply to stay consummation of the sale of the acquired assets to the Buyer under the Purchase Agreement. The Debtors and the Buyer are authorized to consummate the transactions contemplated and approved herein immediately upon entry of this Sale Order. At closing Debtor will pay the claims of Warren County, Iowa, City State Bank and the United States of America acting by and through the Small Business Administration in full. The Debtor is authorized to pay normal and customary closing costs at closing including but not limited to abstracting, document stamps, tax pro-ration to date of possession, and filing fees for a bankruptcy transcript pursuant to Iowa Code Chapter 626C. Any liens on the Property sold -- possibly including but not limited to those of On Deck Capital, Inc.; Samson Horus, LLC; The Fundworks, LLC; and Mulligan Funding, LLC -- that are not paid under the Order will attach to the sale proceeds of the liens' respective collateral in the same priority they held on the petition date. After payment of the claims set forth, the Debtor will deposit the remaining proceeds from the sale of Lots 1 and 2 in its Debtor-in-Possession account at Wells Fargo Bank pending further order of the Court. About O & A Enterprises O & A Enterprises, LLC is a company in Norwalk, Iowa, offering funeral and cremation services. O & A Enterprises filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-00295) on March 27, 2022, listing up to $10 million in both assets and liabilities. Robert Gainer serves as Subchapter V trustee. Judge Anita L. Shodeen oversees the case. Joseph A. Peiffer, Esq., at Ag & Business Legal Strategies is the Debtor's legal counsel. O'BRIEN FAMILY: Allowed to Amend Order on Ft. Lauderdale Asset Sale ------------------------------------------------------------------- Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern District of Florida granted the request of The O'Brien Family Land Trust to amend order authorizing its sale of its residential real property located at 2817 N. Atlantic Blvd., in Fort Lauderdale, Florida 33308, and which is legally described as LAUDERDALE BEACH 4-2 B LOT 9 E 20.8 LESS S 25 LOT 10 LESS S 25 BLK 7, to Carlo Hermo and Claudia Marcela Hermo (or related entity) for $2.71 million. The Debtor may submit an amended order correcting the Order Granting Debtor's Motion to Sell Real Property. About The O'Brien Family Land Trust The O'Brien Family Land Trust is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). The O'Brien Family Land Trust sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14760) on June 20, 2022, listing up to $10 million in both assets and liabilities. Judge Peter D. Russin oversees the case. Susan D. Lasky, Esq., at Sue Lasky, PA is the Debtor's counsel. OC 10753 SUBWAY: Continued Operations to Fund Plan Payments ----------------------------------------------------------- OC 10753 Subway, LLC ("10753"); OC 11097 Subway, LLC ("11097"); OC 15019 Subway, LLC ("15019"); Outside Capital, LLC ("OC") (collectively, the "Debtors" and each a Debtor), submitted an Amended Joint Subchapter V Plan of Reorganization dated September 26, 2022. OC is a Colorado limited liability company. OC is a holding company that has ownership interests in six Subway restaurants, which are Colorado limited liability companies. Of the six, three of the restaurants have filed companion bankruptcy cases under Chapter 11, SubChapter V of the Bankruptcy Code (the "Three Subways"). The Debtors' bankruptcy filing is caused by several events. COVID impacted the cash flow of the six Subway restaurants. The Three Subways are the subject of an owner carry back note to which OC is a party. The holder of the owner carry back note has asserted there is a default under the note suing the Three Subways and OC. While the Debtors believe there are valid defenses to the litigation, the cost and risk associated with litigation also prompted the bankruptcy filing. Class 3 consists of the unsecured creditors of 10753 who hold Allowed Claims. Holders of Class 3 Allowed Claims shall share on a Pro Rata basis monies deposited into the 10753 Unsecured Creditor Account. Upon the first full month following the Effective Date of the Plan and every month until Administrative Claims of 10753 are paid in full and then for the remainder of the Term of the Plan, 10753 shall deposit 4% of Gross Revenue into the 10753 Unsecured Creditor Account. At the end of each calendar quarter, the balance of the 10753 Unsecured Creditor Account will be distributed to the holders of Allowed Administrative Claims on a Pro Rata basis until such time as all holders of Allowed Administrative Claims have been paid in full, and then will be distributed to Class 3 general unsecured creditors that hold Allowed Claims on a Pro Rata basis. Class C consists of the unsecured creditors of 11097 who hold Allowed Claims. Holders of Class C Allowed Claims shall share on a Pro Rata basis monies deposited into the 11097 Unsecured Creditor Account. Upon the first full month following the Effective Date of the Plan and every month until Administrative Claims of 11097 are paid in full and then for the remainder of the Term of the Plan, 11097 shall deposit 1% of Gross Revenue into the 11097 Unsecured Creditor Account. At the end of each calendar quarter, the balance of the 11097 Unsecured Creditor Account will be distributed to the holders of Allowed Administrative Claims on a Pro Rata basis until such time as all holders of Allowed Administrative Claims have been paid in full, and then will be distributed to Class C general unsecured creditors that hold Allowed Claims on a Pro Rata basis. Class III consists of the unsecured creditors of 15019 who hold Allowed Claims. Holders of Class III Allowed Claims shall share on a Pro Rata basis monies deposited into the 15019 Unsecured Creditor Account. Upon the first ful month following the Effective Date of the Plan and every month until Administrative Claims of 15019 are paid in full and then for the remainder of the Term of the Plan, 11097 shall deposit 3% of Gross Revenue into the 15019 Unsecured Creditor Account. At the end of each calendar quarter, the balance of the 15019 Unsecured Creditor Account will be distributed to the holders of Allowed Administrative Claims on a Pro Rata basis until such time as all holders of Allowed Administrative Claims have been paid in full, and then will be distributed to Class III general unsecured creditors that hold Allowed Claims on a Pro Rata basis. Class iv consists of the unsecured creditors of OC who hold Allowed Claims. Holders of Class iv Allowed Claims shall share on a Pro Rata basis monies deposited into the OC Unsecured Creditor Account as set forth herein. Upon the first ful month following the Effective Date of the Plan and every month until Administrative Claims of OC are paid in full and then for the remainder of the Term of the Plan, OC shall deposit $$717 into the OC Unsecured Creditor Account. At the end of each calendar quarter, the balance of the OC Unsecured Creditor Account will be distributed to the holders of Allowed Administrative Claims on a Pro Rata basis until such time as all holders of Allowed Administrative Claims have been paid in full, and then will be distributed to Class C general unsecured creditors that hold Allowed Claims on a Pro Rata basis. Each Debtor shall be empowered to take such action as may be necessary to perform its obligations under this Plan. On the Effective Date of the Plan, each Debtor will open a separate interest-bearing deposit account at a federally insured commercial bank selected by the Debtors. Each bank account will be maintained by the Debtors as the 10753 Unsecured Creditor Account, the 11097 Unsecured Creditor Account, the 15019 Unsecured Creditor Account, and the OC Unsecured Creditor Account into which all payments made by each Debtor for the benefit of holders of Allowed Administrative Claims and Class 3, C, III, and iv creditors will be made until the obligations under the Plan are completed. The Debtors believe that the Plan, as proposed, is feasible. With respect to the Three Subways, the funding for the Plan will come from each Debtor's continued operations. With respect to OC, the funding for the Plan will come from payments made to OC from the non-debtor affiliated entities. The Projections show the Debtors will have sufficient income to satisfy the payment to creditors during years one through five of the Plan term after meeting its other expenses. A full-text copy of the Amended Subchapter V Plan dated September 26, 2022, is available at https://bit.ly/3y7q82M from PacerMonitor.com at no charge. Attorneys for Debtors: Aaron A. Garber, Esq. Wadsworth Garber Warner Conrardy, PC 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: agarber@wgwc-law.com About OC 10753 Subway OC 10753 Subway, LLC and its affiliates filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 22-10999) on March 28, 2022. Joli A. Lofstedt serves as Subchapter V trustee. At the time of filing, OC 10753 Subway listed as much as $500,000 in both assets and liabilities. Judge Thomas B. McNamara oversees the cases. Wadsworth Garber Warner Conrardy, PC and AW Financial Services, LLC serve as the Debtors' legal counsel and accountant, respectively. OLYMPIA SPORTS: Wins Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Olympia Sports Acquisitions, LLC and its debtor-affiliates to continue use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to finance their operations. Prior to the Petition Date, the Debtors entered into a Credit Agreement by and among White Oak Commercial Finance, LLC, as administrative agent and collateral agent, for itself and for the lenders party thereto from time to time, and certain of the Debtors, as borrowers and/or guarantors thereunder. Pursuant to the Security Agreements and all other Prepetition Loan Documents that purport to create a lien in favor of the Prepetition Agent, the Debtors granted to the Prepetition Agent, for the benefit of themselves and the Prepetition Lenders, to secure the Prepetition Obligations, a first priority security interest in and continuing lien on substantially all of the Debtors' assets and property. As of the Petition Date, the Debtors were indebted to the Prepetition Secured Parties in the aggregate amount of $169,455. As adequate protection, the Prepetition Secured Parties are granted a valid and perfected security interest in, and lien on all of the right, title and interest of the Debtors in, to, and under all present and after- acquired property and assets of the Debtors. The Debtors will also pay (i) all Outstanding Obligations as of the Petition Date and (ii) the Prepetition Secured Parties' attorneys, financial advisors' and accountants' fees and disbursements incurred after the Petition Date. A hearing on the matter is set for October 17, 2022 at 1 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3RzhVv8 from BMC Group, the claims agent. The budget provides for total cash outflows, on a weekly basis, as follows: $521,000 for the week ending October 7, 2022; $433,000 for the week ending October 14, 2022; $69,000 for the week ending October 21, 2022; $0 for the week ending October 28, 2022; $596,000 for the week ending November 4, 2022; $0 for the week ending November 11, 2022; $28,000 for the week ending November 18, 2022; $0 for the week ending November 25, 2022; $583,000 for the week ending December 2, 2022; $0 for the week ending December 9, 2022; $28,000 for the week ending December 16, 2022; $0 for the week ending December 23, 2022; and $639,000 for the week ending December 30, 2022. About Olympia Sports Olympia Sports Acquisitions, LLC, is a sporting goods retail company that maintains brick and mortar locations across the East Coast, including Maine, New Hampshire, Vermont, New York, Massachusetts, Rhode Island, and New Jersey. On Sept. 11, 2022, Olympia Sports and several affiliates, including, RSG Acquisitions, LLC, Project Running Specialties, Inc., and The Running Specialty Group, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10853). Olympia Sports estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. The Debtors tapped Shulman Bastian Friedman & Bui LLP as general bankruptcy counsel; Morris James LLP as local Delaware counsel; and Force 10 Partners as restructuring advisor. BMC Group is the claims agent. PECOS ENTERTAINMENT: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Pecos Entertainment, LLC 2207 W 3rd Street Pecos, TX 79772 Business Description: The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). The Debtor owns a property located at 421 S. Oak Street valued at $500,000. Chapter 11 Petition Date: October 3, 2022 Court: United States Bankruptcy Court Western District of Texas Case No.: 22-70123 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 850 Dallas, TX 75251 Tel: 972-991-5591 Fax: 972-991-5788 Email: eric@ealpc.com Total Assets: $500,300 Total Liabilities: $2,875,000 The petition was signed by Ram Kunwar as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LFSTBUQ/Pecos_Entertainment_LLC__txwbke-22-70123__0001.0.pdf?mcid=tGE4TAMA PG&E CORP: Fire Victim Trust Settles Lawsuit for $117 Million ------------------------------------------------------------- The PG&E Fire Victim Trust (FVT), created in 2020 pursuant to PG&E's Chapter 11 Plan of Reorganization to compensate the victims of fires in California from 2015 to 2018, on Sept. 29 announced a $117 million settlement of its lawsuit against PG&E's former officers and directors for damages caused to PG&E in connection with the North Bay Fires and the Camp Fire. "It is our hope that in holding PG&E's past officers and directors accountable in connection with the damage inflicted on thousands of fire victims in California, the current board and new leadership of PG&E charts a different course where safety and the protection of customers is the central operating principle of the company," said Cathy Yanni, Trustee of the FVT. "We are pleased to see early signs of a new focus on safety with PG&E's recent announcements about plans to harden infrastructure and lay power lines underground, both measures that would significantly reduce fire hazards." The Settlement In connection with PG&E's emergence from bankruptcy in 2020, PG&E assigned under its Chapter 11 Plan of Reorganization to the FVT the right to pursue, limited by the availability of certain insurance, certain claims held by PG&E, including claims against PG&E's former directors and officers for economic and other harms PG&E suffered in connection with its role in many California wildfires that occurred between 2015 and 2018. After more than a year of negotiations, and with the case on the eve of trial, a settlement in principle was reached in May 2022 and ultimately finalized in July 2022. "We are extremely pleased with the amount recovered, which at $117 million is one of the largest settlements of its type in the United States," said Frank M. Pitre, a partner at Cotchett, Pitre and McCarthy, lead counsel for FVT in this litigation and a member of the FVT's Trust Oversight Committee. "These funds will be used to satisfy the vast majority of outstanding fire victim claims held by certain federal agencies that assisted in battling the fires and providing assistance to victims. The Trust is required by a Bankruptcy Court order to use certain settlements to satisfy these federal agency claims. It was agreed that these federal agency claims would not be paid from the FVT's cash or stock proceeds. With the vast majority of this settlement with the federal agencies satisfied, the Trust is close to being able to use all future net recoveries from assigned claims to benefit other fire victims." The Fire Victim Trust The Fire Victim Trust evaluates, administers, processes and resolves eligible claims arising from the 2015 Butte Fire, 2017 North Bay Fires, and 2018 Camp Fire. Under the direction of the Trustee and Claims Administrator, the Fire Victim Trust provides an efficient and equitable process to review claims and compensate fire victims for both economic and noneconomic damages caused by these fires, including destruction or damage to real estate and personal property, additional living expenses, lost wages, business losses, personal injury or death and related medical expenses, and emotional distress. To date, the Fire Victim Trust has disbursed $4.9 billion to fire victims. For more information about the Fire Victim Trust, please visit www.firevictimtrust.com. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, faced extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility faced an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served as PG&E's legal counsel, Lazard as its investment banker and AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Morrison & Foerster LLP served as the Debtors' special regulatory counsel. Munger Tolles & Olson LLP also served as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. * * * PG&E Corporation and Pacific Gas and Electric Company announced July 1, 2020, that PG&E has emerged from Chapter 11, successfully completing its restructuring process and implementing PG&E's Plan of Reorganization ("Plan") that was confirmed by the United States Bankruptcy Court on June 20, 2020. For the benefit of fire victims, the Plan provided for a Fire Victim Trust, which was funded with an oft-stated value of $13.5 billion, to be half in cash and half in new company PG&E common stock. The $6.75 billion in cash was paid. With respect to the stock consideration, 478 million shares of PG&E stock were delivered to the Fire Victim Trust in accordance with an agreed-to formula under the Plan. PHIO PHARMACEUTICALS: Interim Executive Chairman Named ------------------------------------------------------ Phio Pharmaceuticals Corp. has appointed Robert Bitterman as interim executive chairman of the Board of Directors. As executive chairman, Mr. Bitterman will assume the duties of principal executive officer and principal financial officer and will lead all aspects of the Company's operations. Mr. Bitterman has served as a director on the Company's Board since 2012 and brings 25 years of executive leadership experience in the pharmaceutical and biologic life science industry coupled with prior experience in senior financial and investor relations roles. The Company also announced the appointment of Robert Ferrara as lead independent director of the Board. Mr. Ferrara currently serves as the Chairman of the Audit Committee of the Board. With his appointment, Mr. Ferrara will assume the duties and responsibilities of Lead Independent Director. Mr. Ferrara has served as a director on the Company's Board since 2019 and has held numerous senior executive level financial positions in both domestic and international public and private companies in a variety of industries, including pharmaceuticals and life sciences. Mr. Ferrara is a Certified Public Accountant and earned a BS degree in accounting from Lehigh University. In connection with his appointment as the Company's interim executive chairman, Mr. Bitterman will be entitled to an annual base salary of $175,000, which amount is inclusive of the $55,000 annual fee Mr. Bitterman was already receiving in connection with his Board service. In addition, Mr. Bitterman will receive a one-time grant of 40,000 restricted stock units. Such RSUs will vest in full on the first anniversary of the grant date. Concurrently with Mr. Bitterman's appointment to the position of interim executive chairman of the Board, Dr. Geert Cauwenbergh, a member of the Company's Board, will no longer serve as the Company's interim principal executive officer and interim principal financial officer, which positions he held since May 4, 2022. Effective immediately, Dr. Cauwenbergh resumed his former role as an independent member of the Board. About Phio Pharmaceuticals Marlborough, Massachusetts-based Phio Pharmaceuticals Corp. -- http://www.phiopharma.com-- is a biotechnology company developing the next generation of immuno-oncology therapeutics based on its self-delivering RNAi therapeutic platform. The Company's efforts are focused on silencing tumor-induced suppression of the immune system through its proprietary INTASYL platform with utility in immune cells and/or the tumor micro-environment. The Company's goal is to develop powerful INTASYL therapeutic compounds that can weaponize immune effector cells to overcome tumor immune escape, thereby providing patients a powerful new treatment option that goes beyond current treatment modalities. Phio reported a net loss of $13.29 million for the 12 months ended Dec. 31, 2021, compared to a net loss of $8.79 million for the 12 months ended Dec. 31, 2020, and a net loss of $8.91 million for the 12 months ended Dec. 31, 2019. As of March 31, 2022, the Company had $22.16 million in total assets, $2.71 million in total liabilities, and $19.45 million in total stockholders' equity. PHOENIX SERVICES: Cash Collateral Access, $125MM of DIP Loans OK'd ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Phoenix Services Topco, LLC and its debtor-affiliates to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors sought to obtain postpetition financing and approval of their entry into a superpriority senior secured debtor-in-possession credit facility in an aggregate principal amount of up to $200 million provided by Credit Suisse Loan Funding LLC, and agented by Wilmington Savings Fund Society, FSB, which consists of: * a $50 million new money term loan facility; and * a $150 million roll-up term loan facility. Under the New Money Facility, the Debtors may draw up to $25 million on an interim basis. The remaining amount will be available subject to satisfaction of certain milestones and conditions precedent. Pursuant to the Court's order, the DIP Borrower is permitted to borrow up to an aggregate principal amount of $125 million of DIP Loans (inclusive of the Roll-Up Loans), of which: * $25 million of New Money Loans will be made available to the DIP Borrower on the date of the Interim Order; * $25 million of New Money Loans will be funded into an escrow account on the date of the Interim Order and available to be drawn by the DIP Borrower; and * $75 million of Roll-Up Loans will be deemed funded and converted from and exchanged for First Lien Loans upon the entry of the Interim Order, subject to and in accordance with the Interim Order, without any further action by the Debtors or any other party. The DIP Loan Agreement provides for certain milestones related to the Chapter 11 Cases, including: a. Entry of the Interim Order; b. Filing a Disclosure Statement and an Acceptable Plan; c. Entry of an order approving the Disclosure Statement, and such order to be in form and substance satisfactory to the Required Lenders; and d. Entry of an order confirming an Acceptable Plan, and such order to be in form and substance satisfactory to the Required Lenders. The DIP Credit agreement will be in effect through earliest of: a. The date that is 6 months after the Closing Date, as such date may be extended; b. The date on which all Loans are accelerated and all unfunded Commitments (if any) have been terminated in accordance with the DIP Credit Agreement, by operation of law or otherwise; c. The date the Bankruptcy Court orders a conversion of the Chapter 11 Cases to a chapter 7 liquidation or the dismissal of the chapter 11 case of any Debtor; d. The closing of any sale of assets pursuant to Section 363 of the U.S. Bankruptcy Code, which when taken together with all other sales of assets since the Closing Date, constitutes a sale of all or substantially all of the assets of the Loan Parties; and e. The Plan Consummation Date. The agreement includes these financial covenants: a. Domestic Minimum Liquidity: Commencing with the first full calendar week after the Petition Date, the Debtors shall maintain Domestic Liquidity of not less than $5,000,000 as of the last business day of each calendar week. b. Permitted Variance: The Debtors will not permit: (i) for the rolling four-week period ending on any Testing Date, the Debtors' Actual Disbursements (in the aggregate) to be more than 115% of the projected disbursements (in the aggregate) as set forth in the Approved Budgets with respect to such period; and (ii) for the rolling four-week period ending on any Testing Date, the Debtors’ Actual Receipts (in the aggregate) to be less than 80% of the projected receipts (in the aggregate) as set forth in the Approved Budgets with respect to such period. For the avoidance of doubt, for purposes of budget variance testing, (w) the amounts set forth in the Approved Budget under "Professional Fees", (x) the amounts set forth in the Approved Budget under “Debt Services”, (y) adequate protection costs and (z) the amounts set forth in the Approved Budget under "Capital Expenditures - Growth" will be excluded. As of the Petition Date, the Debtors have approximately $6 million in cash on hand and require immediate access to the DIP Financing and cash collateral to ensure that they have sufficient liquidity to operate their business while in bankruptcy. The Debtors other than Phoenix Topco and Phoenix Services Parent, LLC have outstanding first lien secured debt obligations under that certain First Lien Credit Agreement, dated as of March 1, 2018, among Phoenix Services International LLC (as successor by merger to Phoenix Services Merger Sub, LLC), as borrower, Phoenix Services Holdings Corp., Barclays Bank PLC, as administrative agent for the lenders, and the lenders and issuing banks party thereto from time to time. As of the Petition Date, the aggregate principal amount outstanding under the First Lien Credit Agreement is approximately $510 million. The First Lien Revolving Facility is fully drawn as of the Petition Date and includes undrawn letters of credit in the amount of $6 million. The First Lien Revolving Facility matures on March 1, 2023, while the First Lien Term Loans mature on March 1, 2025. The Debtors require immediate access to debtor-in-possession financing and cash collateral to ensure (a) sufficient working capital to operate their business and to administer their estates, (b) the Debtors execute their strategy with respect to the re-negotiation of the Customer Contracts prior to exiting bankruptcy, and (c) the ability to timely pay administrative expenses incurred during the chapter 11 cases. As security for any Diminution in Value, the Lenders are granted additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens as of the date of the Interim Order, without the necessity of the execution by the Debtors. As further adequate protection, the Lenders are granted allowed administrative expense claims in each of the Cases ahead of and senior to any and all other administrative expense claims in such Cases to the extent of any postpetition Diminution in Value, but junior to the Carve Out and the DIP Superpriority Claims. The "Carve Out" means the sum of (i) all fees required to be paid to the Clerk of the Court and to the United States Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; (iii) all accrued and unpaid fees and expenses incurred by persons or firms retained by the Debtors and the Committee pursuant to sections 328 or 1103 of the Bankruptcy Code at any time before or on the first business day following delivery by the DIP Agent; and (iv) Professional Fees of Professional Persons in an aggregate amount not to exceed $1,000,000 incurred after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice. A copy of the order is available at https://bit.ly/3UNiG6G from PacerMonitor.com. About Phoenix Services Topco, LLC Phoenix Services Topco, LLC provides a suite of services to global steel-producing companies, primarily including the removal, handling, and processing of molten slag at customer sites, as well as the preparation and transportation of metal scraps, raw materials, and finished products. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10906) on September 27, 2022. Nine affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. Phoenix Services Topco, LLC is the lead case. In the petitions signed by Robert A. Richard, chief financial officer, the Debtor disclosed up to $1 billion in both assets and liabilities. Judge Mary J. Walrath oversees the case. The Debtors tapped Weil, Gotshal, and Manges LLP as legal counsel, AlixPartners, LLP as financial advisor, PJT Partners Inc. as investment banker, and Stretto as claims and noticing agent. Barclays Bank PLC, as DIP/First Lien Group lender, is represented by Gibson, Dunn & Crutcher LLP. Credit Suisse Loan Funding LLC, as DIP Lender, is represented by Pachulski Stang Ziehl & Jones LLP. PHOENIX SERVICES: Files Voluntary Chapter 11 Bankruptcy Petition ---------------------------------------------------------------- Phoenix Services LLC, a premier provider of mission critical services to leading, global steel producing companies, on Sept. 27 disclosed that the Company and certain of its U.S. affiliates have taken the next step in its comprehensive restructuring strategy by filing voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. In order to support its reorganization efforts, a group of the Company's first lien lenders have committed to provide $50 million in new debtor-in-possession ("DIP") financing, subject to court approval. The proposed DIP financing will support the Company's operations as it completes the Chapter 11 process. The Company's decision to formally restructure follows an exhaustive review of its long-term contracts while facing inflationary headwinds, supply chain constraints and rising fuel costs. Recognizing the need for a swift resolution of negotiations in order to maintain the high level of safe, reliable service to its customers, the Company looked to a court-supervised process to protect the business from further erosion and implement the next phase of its strategy. "The steps we are taking now, to address our contract portfolio, will allow us to continue as an integral partner to our customers providing critical services and create a sustainable and profitable structure for the future," said Mark Porto, Chief Executive Officer of Phoenix Services LLC. The Company filed a series of motions that, pending Court approval, will enable the business to operate normally during the implementation of its strategy, including meeting obligations to its employees. The Company remains dedicated to safety, reliability, and operational excellence. All international affiliates are excluded from the U.S. process and will continue normal operations. For additional information about the cases please visit http://cases.stretto.com/phoenix.The Company has also established an Information Line at Toll-Free (855) 275-4273 and for international callers (949) 889-0163. About Phoenix Services Phoenix Services LLC provides a suite of services to global steel-producing companies, primarily including the removal, handling, and processing of molten slag at customer sites, as well as the preparation and transportation of metal scraps, raw materials, and finished products. Phoenix Services Topco, LLC and its affiliates, including Phoenix Services Holdings Corp., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10906) on Sept. 27, 2022. Nine affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. Phoenix Services Topco, LLC is the lead case. In the petitions signed by Robert A. Richard, chief financial officer, Phoenix Services Topco disclosed up to $1 billion in both assets and liabilities. Judge Mary J. Walrath oversees the case. Phoenix Services LLC is being advised by Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A. as its legal advisors, AlixPartners, LLP as its financial advisor and PJT Partners LP as investment bankers. Stretto is the claims and noticing agent. Barclays Bank PLC, as DIP/First Lien Group lender, is represented by: Scott Greenberg, Esq. Steven A. Domanowski, Esq. Matthew Williams, Esq. Jason Goldstein, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York 10166 Credit Suisse Loan Funding LLC, as DIP Lender, is represented by: Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market Street, 17th Floor, P.O. Box 8705 Wilmington, DE 19899 PHUNWARE INC: Randall Crowder Quits as Director ----------------------------------------------- Randall Crowder notified Phunware, Inc. of his resignation from the Company's board of directors, effective as of Sept. 27, 2022. According to Phunware, Mr. Crowder's resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Crowder will continue to serve as the chief operating officer of the Company. Compensatory Arrangements of Certain Officers As previously disclosed, effective as of Dec. 26, 2018, the Company entered into employment agreements with certain of its executive officers, including Alan S. Knitowski, chief executive officer, Matt Aune, chief financial officer, Randall Crowder, chief operating officer, and Luan Dang, chief technology officer. As also previously disclosed, the Company is reviewing and evaluating the Agreements and related compensatory arrangements of all of the Officers. In connection therewith, on Sept. 27, 2022, the Company (i) provided notice to Mr. Dang that the Company does not intend to renew his current Agreement and (ii) entered into amendments to the Agreements with Mr. Aune and Mr. Crowder, respectively. Pursuant to the provision of the Notice, Mr. Dang's Agreement will expire on Dec. 26, 2022, which is the fourth anniversary of the Effective Date. The Company may seek to enter into a separation agreement with Mr. Dang on or prior to the expiration of his Agreement. Pursuant to the Amendments, each of Mr. Aune's Agreement and Mr. Crowder's Agreement will have a term running from the Effective Date through Sept. 27, 2023. Also pursuant to the Amendments, the term of each of Mr. Aune's Agreement and Mr. Crowder's Agreement will not renew automatically for additional one (1) year terms. Accordingly, each of Mr. Aune's Agreement and Mr. Crowder's Agreement will expire on Sept. 27, 2023. The Amendments also amended Mr. Aune's Agreement and Mr. Crowder's Agreement to provide that if the Company terminates either Officer's employment with the Company for reasons other than Cause (as defined therein), the Officer's death, or the Officer's Disability (as defined in therein), and such termination occurs outside the Change in Control Period, then subject to the terms of the applicable Agreement, the Officer will receive, in addition to his salary payable through the date of termination of employment and any other employee benefits earned and owed through the date of termination, among other things, continuing payments of severance pay at a rate equal to the Officer's Base Salary rate, as then in effect, for the greater of (i) six months from the date of such termination or (ii) the remainder of the term of the applicable Agreement, in accordance with the Company's normal payroll policies. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $53.52 million for the year ended Dec. 31, 2021, a net loss of $22.20 million for the year ended Dec. 31, 2020, a net loss of $12.87 million for the year ended Dec. 31, 2019, and a net loss of $9.80 million for the year ended Dec. 31, 2018. As of June 30, 2022, the Company had $61.24 million in total assets, $25.54 million in total liabilities, and $35.69 million in total stockholders' equity. PIPELINE HEALTH: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Pipeline Health System, LLC 898 N. Pacific Coast Highway Suite 700 El Segundo, California 90245 Business Description: Pipeline is an independent, community- focused healthcare network that offers a wide range of medical services to the communities it serves, including maternity care, cancer treatment, behavioral health, rehabilitation, general surgery, and hospice care. Headquartered in El Segundo, California, Pipeline's operations include seven safety net hospitals across California, Texas, and Illinois, with approximately 310 physicians and over 1,150 beds to serve patients, and a company-wide workforce of over 4,200. Chapter 11 Petition Date: October 2, 2022 Court: United States Bankruptcy Court Southern District of Texas Thirty-three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Pipeline Health System, LLC (Lead Case) 22-90291 Avanti Healthcare Holdings, LLC 22-90301 Avanti Hospital Holdings I, LLC 22-90292 Avanti Hospitals, LLC 22-90308 CHHP Holdings II, LLC 22-90293 CHHP Hospital Property Holdings, LLC 22-90311 CHHP Management, LLC 22-90294 CHHP MOB Property Holdings, LLC 22-90295 City Hospital Physician Group, Inc. 22-90314 CPH Hospital Management, LLC 22-90296 CPH Hospital Property Holdings, LLC 22-90316 CPH MOB Property Holdings, LLC 22-90297 ELADH Hospital Property Holdings, LLC 22-90303 ELADH Management, L.L.C. 22-90315 ELADH, L.P. 22-90290 Gardena Hospital Management, L.L.C. 22-90320 Gardena Hospital Property Holdings, LLC 22-90309 Gardena Hospital, L.P. 22-90298 HealthPlus+ Holdings, LLC 22-90321 Pipeline – Lakefront Medical Associates, LLC 22-90300 Pipeline – Weiss Medical Specialists, LLC 22-90304 Pipeline – Weiss Memorial Hospital, LLC 22-90306 Pipeline – West Suburban Medical Center, LLC 22-90313 Pipeline Chicago Graduate Education Foundation 22-90318 Pipeline East Dallas, LLC 22-90319 Pipeline Health Systems Holdings, LLC 22-90299 Pipeline Midwest Pharmacies, LLC 22-90302 River Forest Property Holdings, LLC 22-90305 SRC Hospital Investments I, LLC 22-90307 SRC Hospital Investments II, LLC 22-90310 Weiss MOB Property Holdings, LLC 22-90312 Weiss Property Holdings, LLC 22-90322 West Suburban Property Holdings, LLC 22-90317 Judge: Hon. David R. Jones Debtors' General Bankruptcy Counsel: Steven N. Serajeddini, P.C. Zachary R. Manning, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: steven.serajeddini@kirkland.com zach.manning@kirkland.com - and - Jaimie Fedell, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: jaimie.fedell@kirkland.com Debtors' Local Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. Veronica A. Polnick, Esq. Javier Gonzalez, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com kpeguero@jw.com vpolnick@jw.com jgonzalez@jw.com Debtors' Restructuring Advisor: ANKURA CONSULTING GROUP, LLC Debtors' Financial Advisor & Investment Banker: JEFFERIES LLC Debtors' Claims & Noticing Agent: EPIQ CORPORATE RESTRUCTURING, LLC Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by Andrei Soran as authorized signatory. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XUQSVKY/Pipeline_Health_System_LLC__txsbke-22-90291__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XRDT5FY/Avanti_Hospital_Holdings_I_LLC__txsbke-22-90292__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Shiftwise Inc. Staffing Agency $13,052,927 12400 High Bluff Drive, Suite 100 San Diego, CA 92130 Contact: Steven Rodriguez, President Tel: (866) 399-2220 Email: privacy@amnhealthcare.com 2. The Centers for Medicare & Governmental $11,046,949 Medicaid Services (CMS) Programs 7500 Security Boulevard Baltimore, MD 21244 Contact: Karen Jackson, Deputy COO Tel: (410) 786-3000 Email: karen.jackson1@cms.hhs.gov 3. California Department of Governmental $11,000,000 Health Care Services Programs P.O. Box 997413, MS 0000 Sacramento, CA 95899-7413 Contact: Michelle Baass, Director Tel: (888) 452-8609 Email: mmcdombudsmanoffice@dhcs.ca.gov 4. Medline Industries Inc. Trade $6,003,898 Three Lakes Drive Northfield, IL 60093 Contact: Kristi Krasovetz, Director Tel: (773) 251-4762 Email: kkrasovetz@medline.com 5. Illinois Department of Revenue Taxes $4,459,039 PO Box 19035 Springfield, IL 62794-9035 Contact: David Harris, Director Tel: (800) 732-8866 Email: rev.ta-bitwit@illinois.gov 6. Cerner Corporation Trade $4,199,682 2800 Rockcreek Parkway Kansas City, MO 64117 Contact: Safra A Catz, CEO Tel: (650) 506-7000 7. AMP Staffing Network Staffing Agency $2,053,250 17150 Norwalk Blvd., Unit 101 Cerritos, CA 90703 Contact: Lee Natividad, Principal Tel: (562) 865-3807 Email: info@callamp.com 8. Fastaff, LLC Staffing Agency $1,845,538 5700 South Quebec Street, Suite 300 Greenwood Village, CO 80111 Contact: Bart Valdez President and CEO Tel: (800) 736-8773 Email: mediarelations@ingenovishealth.com 9. Stryker Corp Trade $1,735,024 2825 Airview Boulevard Kalamazoo, MI 49002 Contact: Kevin A. Lobo, President & CEO Tel: (269) 385-2600 10. Zimmer US, Inc. Trade $1,636,553 1800 W Center St Warsaw, IN 46580 Contact: Jeffrey McCaulley President Tel: (800) 613-6131 Email: contactus@zimmerbiomet.com 11. Agiliti, Inc. Trade $1,633,903 11095 Viking Drive, Suite 300 Eden Prairie, MN 55344 Contact: Tom Leonard, CEO Tel: (952) 893-3200 Email: media@agilitihealth.com 12. The Illinois Department Taxes $1,532,524 of Healthcare and Family Services 401 South Clinton Chicago, IL 60607 Contact: Grace B. Hou, Secretary Tel: (312) 793-1547 13. Royal West Development Trade $1,324,618 500 S. Sepulveda Blvd 304 Manhattan Beach, CA 90266 Contact: Kirk Feldkamp, President Tel: (424) 275-5604 14. Medtronic USA Inc. Trade $1,315,187 4642 Collection Center Dr Chicago, IL 60693 Contact: Geoffrey S. Martha, Chairman & CEO Tel: (763) 514-4000 15. Tenet Healthcare Corp. Trade $1,184,849 14201 Dallas Parkway Dallas, TX 75254 Contact: Ronald A. Rittenmeyer, Executive Chairman Tel: (469) 893-2000 Email: mediarelations@tenethealth.com 16. Renovo Solutions, LLC Trade $1,131,653 4 Executive Circle Ste 185 Irvine, CA 92614 Contact: William Newell, CEO Tel: (844) 473-6686 Email: lrodriguez@renovo1.com 17. L.A. Care Health Plan Trade $974,382 1055 West 7th Street Los Angeles, CA 90017 Contact: John Baakces, CEO Tel: (888) 839-9909 18. Sodexo Inc. & Affiliates Trade $968,553 4880 Paysphere Cir Chicago, IL 60674 Contact: Chief Financial Officer Tel: (866) 372-3160 19. Intuitive Surgical Inc. Trade $924,260 1020 Kifer Road, Building 108 Sunnyvale, CA 94086 Contact: Gary S. Guthart, CEO & President Tel: (408) 523-2100 20. Infor (US), Inc. Trade $910,132 641 Avenue of the Americas New York, NY 10011 Contact: Kevin Samuelson, CEO Tel: (646) 336-1700 Email: customerexperienceteam@infor.com 21. Comprehensive Pharmacy Trade $872,562 Services, Inc. 655 Metro PL S, Suite 450 Dublin, OH 43017 Contact: Frank Segrave, Chairman & CEO Tel: (800) 968-6962 22. Urgent Nursing Staffing Agency $835,206 Resource, Inc. 14752 Beach Blvd. S 114 La Mirada, CA 90638 Contact: Rod Santaines, President Tel: (714) 523-4178 Email: info@urgentnursing.com 23. Valley Medical Staffing Inc. Staffing Agency $760,054 1100 Moraga Way Suite 108 Moraga, CA 94556 Contact: Chief Financial Officer Tel: (925) 297-6200 24. Meleeo LLC Trade $743,405 17633 Gunn Hwy Suite 110 Odessa, FL 33556 Contact: Jason E. Chiappetta, President Tel: (813) 333-0688 Email: info@meleeo.com 25. Depuy Synthes Trade $724,337 5972 Collection Center Dr Chicago, IL 60693 Contact: Dennis Thompson Tel: (800) 255-2500 Email: custremgmt@hcsus.jnj.com 26. Wakefield & Associates, Inc. Trade $712,000 7005 Middlebrooke Pike Knoxville, TN 37909 Contact: Matt Laws, CEO Tel: (865) 971-1300 27. Abbott Laboratories Trade $708,988 100 Abbott Park Road Abbott Park, IL 60064-6400 Contact: Robert B. Ford, CEO Tel: (224) 667-6100 Email: robert.ford@abbott.com 28. Allscripts Healthcare Trade $707,865 Solutions Inc. 24630 Network Place Chicago, IL 6067331246 Contact: Rick Poulton, CEO Tel: (800) 334-8534 29. Northstar Anesthesia P.A. Trade $698,457 6225 N State Hwy 161, Ste 200 Irving, TX 75038 Contact: Adam Spiegel, CEO Tel: (214) 687-0001 Email: adam.spiegel@northstaranesthesia.com 30. California Department Taxes $691,851 of Public Health PO Box 997377, MS 0500 Sacramento, CA 95899-7377 Contact: Thomas J Aragon, Director Tel: (916) 558-1700 Email: cdph.internetadmin@cdph.ca.gov PLATFORM II LAWNDALE: Wins Cash Collateral Access Thru Oct 31 ------------------------------------------------------------- Platform II Lawndale LLC sought and obtained entry of an order from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorizing the use of cash collateral on an interim basis in accordance with the budget for the period from October 1 through October 31, 2022. The Debtor requires the use of cash collateral to maintain and preserve its self-storage facility in Chicago's West Logan Square neighborhood through the payment of ordinary and necessary expenses related to the operation of the Debtor's property as well as specific extraordinary maintenance and repair expenses. GreenLake Real Estate Fund, LLC purports to hold a first priority lien and security interest in the Property, and the Debtor's cash and cash receipts received from the leasing of storage units through a security interest and assignment of rents granted by the Debtor under an Open-End Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing dated May 18, 2018, and recorded with the Cook County Recorder of Deeds on May 22, 2018. These assets secure the repayment of a promissory note dated May 18, 2018, in the original principal sum of $6,250,000. As adequate protection, Greenlake is granted a replacement lien on the Debtor's rents, accounts and accounts receivables. As further adequate protection for Greenlake's interests in the Pre-Petition Collateral, and consistent with section 552 of the Bankruptcy Code, the Debtor will grant Greenlake, to the extent not heretofore granted, a replacement lien on the Debtor's rents, accounts, and accounts receivables derived from the Property, which are of the same type or nature as the Pre-Petition Collateral, coming into existence or acquired by the Debtor respecting the Property on or after the Petition Date. The Post-Petition Liens granted to Greenlake under the terms of the Order will be valid and perfected as of the date of the Order, without the need for the execution or filing of any further document or instrument otherwise required to be executed or filed under applicable non-bankruptcy law. The Debtor's authority to use Cash Collateral will terminate on the earlier of (a) the date of entry by the Court of an order modifying or otherwise altering the effectiveness of the Order, (b) an Event of Default, or (c) the expiration of the Budget Period. These events constitute an Event of Default: a. Entry of an order converting the Debtor's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code, which order is not stayed within 10 days of the entry of such order; b. The entry of an order dismissing the Debtor's Chapter 11 case, which is not stayed within 10 days of the entry of such order; and c. The Debtor's failure to comply with any provision of the Order. A copy of the order and the Debtor's budget is available at https://bit.ly/3dZqWjm from PacerMonitor.com. The Debtor projects $30,300 in total operating revenue and $112,388 in total expenses for October. About Platform II Lawndale LLC Platform II Lawndale LLC is an Illinois limited liability company that owns a self-storage facility at 1750 North Lawndale Avenue in Chicago's West Logan Square neighborhood. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-07668) on July 11, 2022. In the petition signed by Scott Krone, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Deborah L. Thorne oversees the case. Gregory J. Jordan, Esq., at Jordan & Zito LLC is the Debtor's counsel. PROFESSIONAL DIVERSITY: Buys 9% Stake in Koala Crypto for $1.35M ---------------------------------------------------------------- Professional Diversity Network, Inc. announced that the Company, pursuant to a stock purchase agreement with Koala Malta Limited dated as of Sept. 27, 2022, a private limited liability company registered under the laws of Malta and 100% owned by Koala Capital Limited, has purchased a nine percent interest in Koala Crypto Limited, the crypto asset exchange division of KML, for an investment amount of $1,350,000 to be funded by the issuance of restricted shares of PDN common stock. Following the transaction, PDN plans to extend its job boards into the blockchain industry, using its large diversity network. "While we are always looking for investment opportunities to grow our core business, we believe that this investment in Koala will enhance our value. We have every intention to maintain and elevate our core business, which is to operate a best in class professional networking communities with career opportunities and resources specifically tailored to the needs of different diverse cultural groups," said Adam He, chief executive officer for PDN. "The strategic investment from PDN will promote Koala's future success and enhance its financial position. We are fully convinced that the addition of PDN as a shareholder will benefit Koala's platform. We strongly believe that further synergy can be developed between PDN and Koala to bring in new profit streams to both parties," said Raymond Xu, director of Koala. Koala, along with Koala Money Limited (a separate subsidiary of KML in which PDN does not have a financial interest), is developing an integrated platform for crypto assets and electronic money. Regulated under European financial regulations and supervised by the Malta Financial Services Authority, Koala Money Limited seeks to provide secure payment solutions for a global community of retail and institutional clients through a single platform with Koala, which will be accessible via desktop or mobile phone. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse individuals. Professional Diversity reported a net loss of $2.76 million for the year ended Dec. 31, 2021, a net loss of $4.35 million for the year ended Dec. 31, 2020, compared to a net loss of $3.84 million for the year ended Dec. 31, 2019. As of March 31, 2022, the Company had $8.15 million in total assets, $5.56 million in total liabilities, and $2.59 million in total stockholders' equity. As of June 30, 2022, the Company had $6.88 million in total assets, $4.34 million in total liabilities, and $2.55 million in total stockholders' equity. Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor since 2018, in its report dated March 31, 2022, citing that the Company has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QST INGREDIENTS: Wins Cash Collateral Access Thru Oct 22 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized QST Ingredients and Packaging, Inc. to use any cash or alleged cash collateral consistent with the Budget, through October 22, 2022. As previously reported by the Troubled Company Reporter, the Debtor has only one secured creditor with a lien against the Debtor's cash collateral, as defined in 11 U.S.C. section 363(a): Citibank N.A. is owed approximately $218,000 in total and has a first position security interest in the Debtor's assets. Citibank appears to have perfected a security interest by recording a UCC-1 Financing Statement with the Nevada Secretary of State. The amount owed to Citibank consists of approximately $59,000 owed on a Commercial Loan account ending in 9233, approximately $42,000 owed on commercial credit card account ending in 7425, and approximately $117,000 on a different commercial credit card account ending in 4771. The Debtor has not yet verified, but at this point assumes, that all amounts are secured due to standard cross-collateralization terms likely included in the underlying lending agreements. To same extent, nature and priority as Citibank had such interest upon the Debtor's bankruptcy filing, Citibank continues to have a security interest in and to any cash and cash collateral that accrues between the filing of the above-captioned bankruptcy case and the Final Hearing, and further, to the extent necessary, Citibank is granted an additional or substitute lien on any and all cash collateral. The Debtor is directed to file updated financial records at least one week prior to the Final Hearing, and such financial records will indicate and update the status of the Debtor's business, including a record of actual expenditures and income over the period from entry of the Order through the provision of such records. The final hearing to consider entry of the Final Order and final approval of the use of cash collateral, will be held on October 19 at 9:30 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3RrTakx from PacerMonitor.com. The budget provides for total cash disbursements, on a weekly basis, as follows: $240,500 for the week ending October 1, 2022; $188,050 for the week ending October 8, 2022; $192,150 for the week ending October 15, 2022; and $216,700 for the week ending October 22, 2022. About QST Ingredients and Packaging, Inc. QST Ingredients and Packaging, Inc. owns and operates a smoke flavoring manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13383) on September 21, 2022. In the petition signed by Marc Rinehart, Sr., CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mike K. Nakagawa oversees the case. Ryan Andersen, Esq., at Andersen Law Firm, Ltd. is the Debtor's counsel. QUANTUM CORP: Appoints Two New Directors ---------------------------------------- Quantum Corporation has appointed Don Jaworski and Hugues Meyrath to the Company's Board of Directors, effective Nov. 9, 2022. "As a fundamental part of executing on our strategic vision and generating value for shareholders, we are committed to maintaining an engaged board comprised of individuals with a deep understanding of the market trends and expanding opportunities for Quantum's solutions," stated Jamie Lerner, Chairman and CEO of Quantum. "Don and Hugues are both ideal candidates for the Board, each possessing significant expertise in software product development for data management solutions at large multi-national firms. We look forward to their future contributions as well as valuable insights as Quantum continues to expand our portfolio of end-to-end software solutions for managing customers' unstructured data." Don Jaworski has more than 40 years of experience delivering complex systems, scaling organizations and building new businesses and currently serves as president and chief operating officer of Lacuna Technologies, Inc., a leader in delivering software to municipalities to operationalize digital infrastructure and manage transportation dynamically. Prior to joining Lacuna, Jaworski was chief executive officer of SwiftStack, Inc., an open-source cloud data management company focused on large scale data applications, which was acquired by NVIDIA. He previously served as senior vice president and general manager of the core platform business at NetApp, Inc., where his team focused on the transition to scale-out systems. Jaworski also served as the senior vice president of product and engineering at Brocade Communications, where he led the company's successful expansion into enterprise-class data solutions. Prior to Brocade, he led the enterprise security business unit at Nokia. Earlier in his career, he held management positions at Sun Microsystems and Amdahl Corporation. Jaworski received a bachelor's degree in Computer Science from Bowling Green State University and a Master of Business Administration from Santa Clara University. Hugues Meyrath most recently served as chief product officer of ServiceChannel, a market-leading facilities management software platform, which was acquired by Fortive in 2021. Previously, he was vice president at Dell Technologies Capital where he was responsible for driving venture funding and mergers and acquisitions, while also holding other advisory roles for a diverse set of portfolio companies. Prior to its acquisition by Dell Technologies, he served as vice president of product management and business development at EMC Corporation, a globally recognized provider of data backup and recovery services and business continuity products. Meyrath previously held multiple senior leadership roles at Juniper Networks, Brocade Communications and SBS. He was also an equity research analyst covering the storage industry at Credit Suisse First Boston. Meyrath holds a bachelor's degree in Engineering from the University of Louvain in Belgium and a Master of Business Administration from the University of California, Berkeley. Each of Messrs. Jaworski and Meyrath will participate in the Company's standard compensation program for outside directors described in the 2022 Proxy Statement. The standard annual cash retainer for outside directors of the Company is $50,000 per year with additional smaller amounts for committee service. In connection with each of their appointment to the Board, Messrs. Jaworski and Meyrath executed the director offer letter and the Company's standard Amended and Restated Director Change in Control Agreement. The director offer letter executed by each of Messrs. Jaworski and Meyrath contemplates that the Company will grant each of them a restricted stock award in accordance with the Company's standard non-employee director equity compensation program. The number of RSUs to be awarded will be determined based on the Company's closing stock price on the first trading day of the month following appointment. The RSU's will vest upon the earlier of one year from the date of approval of the award or the next annual meeting of stockholders of the Company, subject to continued service on the Board. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com-- provides technology and services that stores and manages video and video-like data delivering streaming for video and rich media applications, along with low cost, high density massive-scale data protection and archive systems. The Company helps customers capture, create and share digital data and preserve and protect it for decades. Quantum reported a net loss of $32.28 million for the year ended March 31, 2022, a net loss of $35.46 million for the year ended March 31, 2021, and a net loss of $5.21 million for the year ended March 31, 2020. As of March 31, 2022, the Company had $201.63 million in total assets, $328.32 million in total liabilities, and a total stockholders' deficit of $126.68 million. QUOTIENT LIMITED: Two Directors Resign From Board ------------------------------------------------- Zubeen Shroff and John Wilkerson notified the chairman of the Board of Directors of Quotient Limited of their decision to resign, effective immediately, from their positions as members of the Board. Mr. Shroff is also resigning from the Audit and Remuneration Committees of the Board and Mr. Wilkerson is resigning from the Nominating and Corporate Governance Committee of the Board. Messrs. Shroff's and Wilkerson's resignations did not result from any disagreements with management or the Board, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. Quotient Limited reported a net loss of $125.13 million for the year ended March 31, 2022, compared to a net loss of $111.03 million for the year ended March 31, 2021. As of June 30, 2022, the Company had $174.59 million in total assets, $325.67 million in total liabilities, and a total shareholders' deficit of $151.08 million. Belfast, United Kingdom-based Ernst & Young LLP, the Company's auditor since 2007, issued a "going concern" qualification in its report dated June 28, 2022, citing that the Company has incurred recurring net losses and negative cash flows from operations, its planned expenditures exceed available funding, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. REINSURANCE GROUP: Fitch Assigns 'BB+' Rating on $700MM Sub. Debt ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to the $700 million 7.125% fixed-rate reset subordinated debentures due 2052 issuance by Reinsurance Group of America, Incorporated (RGA; Long-Term Issuer Default Rating (IDR) BBB+; senior unsecured notes BBB). The new issuance ranks equally with RGA's existing subordinated debentures and is thus rated equivalently. KEY RATING DRIVERS The company intends to use the net proceeds from the offering to pay the purchase price for, and accrued and unpaid interest on, its $400 million 6.2% subordinated debentures due 2042 validly tendered and accepted for purchase pursuant to a tender offer, to redeem any remaining 2042 debentures in accordance with the indenture governing the 2042 debentures, with any remaining net proceeds for general corporate purposes. Pro forma for the $700 million new issuance and $400 million repayment, RGA's financial leverage ratio (FLR) increases to 29.9% from 28.3% as of June 30, 2022. Notching of three was applied relative to the IDR, which was based on two for 'Poor' recovery expectations, with one additional notch for "moderate" nonperformance risk. Fitch views the subordinated debentures as dated deferrable securities, receiving 100% debt treatment in the FLR. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Improvement to a favorable company profile; - Maintaining TFC ratio below 1.0x; - FLR sustained at 28% or lower; - GAAP asset leverage below 10x; - GAAP fixed-charge coverage of 9x or more. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A decline in GAAP earnings as evidenced by deterioration in GAAP fixed-charge coverage to below 6x; - TFC ratio above 1.2x; - GAAP asset leverage of 12x or higher. 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. REVLON INC: Deadline to File Claims Set for Oct. 24 --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York set Oct. 24, 2022, at 5:00 p.m. (Prevailing Eastern Time) as last date and time for persons and entities to file their proofs of claim against Revlon Inc. and its debtor-affiliates. The Court also set Dec. 12, 2022, at 5:00 p.m. (Prevailing Eastern Time), as the deadline for governmental units to file their claims against the Debtors. All claims must be filed by sending an original proof of claim form to be received by Kroll Restructuring Administration LLC at: a) if by US first class mail: Revlon Inc. - Claim Processing Center c/o Kroll Restructuring Administration Grand Central Station PO Box 4850 New York, NY 10163-4850 b) if by overnight courier or other hand delivery-system: Revlon Inc. - Claim Processing Center c/o Kroll Restructuring Administration 850 3rd Avenue, Suite 412 Brooklyn, NY 11232 c) completing the online proof of claim form at https://cases.ra.kroll.com/Revlon About Revlon Inc. Revlon Inc. manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products. Today, Revlon's diversified portfolio of brands is sold in approximately 150 countries around the world in most retail distribution channels, including prestige, salon, mass, and online. Since its breakthrough launch of the first opaque nail enamel in 1932, Revlon has provided consumers with high-quality product innovation, performance and sophisticated glamour. In 2016, Revlon acquired the iconic Elizabeth Arden company and its portfolio of brands, including its leading designer, heritage and celebrity fragrances. Revlon is among the leading global beauty companies, with some of the world's most iconic and desired brands and product offerings in color cosmetics, skin care, hair color, hair care and fragrances under brands such as Revlon, Revlon Professional, Elizabeth Arden, Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos, Christina Aguilera and AllSaints. Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay, Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also sought bankruptcy protection on June 15 and June 16, 2022. Revlon disclosed total assets of $2,328,093,000 against total liabilities of $3,689,240,395 as of April 30, 2022. The Hon. David S. Jones is the case judge. PJT Partners is acting as financial advisor to Revlon and Alvarez & Marsal is acting as restructuring advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the Company. Mololamken, LLC, is the conflicts counsel. Kroll, LLC, is the claims agent. REVLON INC: Lenders Urge 2nd Circuit to Hear Fight With Citibank ---------------------------------------------------------------- Carolyn Muyskens of Law360 reports that lenders tell 2nd Circuit to hear fight with Citibank. Revlon Inc. lenders are urging the full Second Circuit to hear their fight with Citibank as they try to keep $500 million the bank accidentally sent them in 2020, arguing Citibank's victory earlier this month unsettled established New York law. About Revlon Inc. Revlon Inc. manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; anti-perspirant deodorants; and other beauty care products. Today, Revlon's diversified portfolio of brands is sold in approximately 150 countries around the world in most retail distribution channels, including prestige, salon, mass, and online. Since its breakthrough launch of the first opaque nail enamel in 1932, Revlon has provided consumers with high-quality product innovation, performance and sophisticated glamour. In 2016, Revlon acquired the iconic Elizabeth Arden company and its portfolio of brands, including its leading designer, heritage and celebrity fragrances. Revlon is among the leading global beauty companies, with some of the world's most iconic and desired brands and product offerings in color cosmetics, skin care, hair color, hair care and fragrances under brands such as Revlon, Revlon Professional, Elizabeth Arden, Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos, Christina Aguilera and AllSaints. Revlon, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay, Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also sought bankruptcy protection on June 15 and June 16, 2022. Revlon disclosed total assets of $2,328,093,000 against total liabilities of $3,689,240,395 as of April 30, 2022. The Hon. David S. Jones is the case judge. PJT Partners is acting as financial advisor to Revlon and Alvarez & Marsal is acting as restructuring advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the Company. Mololamken, LLC, is the conflicts counsel. Kroll, LLC, is the claims agent. REWALK ROBOTICS: Takes Another Step Toward Medicare Coverage ------------------------------------------------------------ ReWalk Robotics Ltd. said it will begin submitting Medicare cases following CMS's Sept. 26, 2022, announcement affirming that the MACs have discretion to cover and reimburse for the ReWalk exoskeleton. ReWalk Robotics is actively engaged with CMS in its commitment to evaluate complex advanced technologies like exoskeletons. "We are pleased CMS has provided a pathway to submit cases while they continue to deliberate on the benefit category designation," said Larry Jasinski, chief executive officer (CEO) of ReWalk. "In light of this announcement, ReWalk will begin submitting cases for Medicare beneficiaries with spinal cord injury (SCI) to the MACs. All patients with spinal cord injury deserve access to revolutionary technologies that significantly improve their health. We will continue to advocate for Medicare to provide these innovative life-changing devices to beneficiaries with SCI." This is the latest step in ReWalk's efforts to expand access to the Company's exoskeletons for Medicare beneficiaries with SCI. The Company stated, "Studies have shown that the ability to ambulate with an exoskeleton has a profound and beneficial impact on health outcomes for individuals with SCI, including through improved mental health, increased gastrointestinal (GI) function and other improvements on the health consequences of a SCI. ReWalk has prioritized working with payers like Medicare to ensure coverage of and access to exoskeleton technologies for individuals who are paralyzed or disabled due to SCI, so they are able to once again experience the health and well-being benefits of functional ambulation." About ReWalk Robotics ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops, manufactures, and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk's mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. ReWalk Robotics reported a net loss of $12.74 million for the year ended Dec. 31, 2021, a net loss of $12.98 million for the year ended Dec. 31, 2020, a net loss of $15.55 million for the year ended Dec. 31, 2019, a net loss of $21.67 million for the year ended Dec. 31, 2018, and a net loss of $24.72 million for the year ended Dec. 31, 2017. As of March 31, 2022, the Company had $90 million in total assets, $4.81 million in total liabilities, and $85.19 million in total shareholders' equity. ROJO'S FAMOUS: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Rojo's Famous, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Washington, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund the budgeted expenses that are necessary to preserve and protect the assets of the estate. The business began in May of 2017 and was started by R.J. Selfridge. Rojo's came to be as a result of a comment at a food industry trade show where Selfridge was demonstrating a pancake mixing machine he was marketing. In early 2021, Selfridge sought additional investors, at which time he met Jamie Holt. Holt was able to help Rojo's enter Walmart stores with the assistance of a food brokerage group. The relationship with Walmart required a large commitment by Rojo's as it required a certain level of ready-to-sell inventory. Selfridge spoke with its landlord, Medina, about leasing a larger space. The lease package with Medina for the larger location included not only the lease, but a Note of $400,000, Security Agreement and UCC Financing Statement. In order to meet the Walmart demand, Rojo's was unable to sell any product for several weeks while it built the necessary inventory. At the end of 2021, Rojo's was selling its product to Walmart exclusively and expecting revenues from the sales to make the endeavor profitable. Unfortunately, during the 4th quarter of 2021 and into early 2022, supply chain issues became a serious problem for Rojo's. There was an approximate 15% increase in supply costs. Higher fuel prices resulted in increased shipping costs. On the eve of filing bankruptcy, Rojo's was expecting a sizeable payment from Walmart, but it was held up due to a writ of garnishment issued in favor of a judgment creditor. Rojo's became delinquent in its lease payments to Medina, which initiated an unlawful detainer action. As adequate protection, the Debtor proposes to grant Medina replacement liens in post-petition collateral of the same type in which its pre-petition lien attached to the pre-petition collateral, and in the same priority and validity as its pre-petition liens. The Debtor will also maintain insurance on the pre-petition Collateral. A copy of the motion is available at https://bit.ly/3SSQPAt from PacerMonitor.com. About Rojo's Famous, Inc. Rojo's Famous, Inc. is a manufacturer of pancake sandwiches. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-11534) on September 23, 2022. In the petition signed by Al Davison, as CFO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Christopher M. Alston oversees the case. John W. O'Leary, Esq., at Gravis Law, PLLC, is the Debtor's counsel. ROSAMOND 5 PROPERTIES: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------------- Rosamond 5 Properties LLC filed for chapter 11 protection in the Southern District of California. The Debtor disclosed $7.7 million in total assets against total debt of $2.659 million in its schedules. The Debtor owns these properties: * (A) 830-50 Palm Canyon Dr. Borrego Springs, CA 92004 Parcel: 141- 370-34-00; and (B) 830-50 Palm Canyon Dr., Borrego Springs, CA 92004 Mobile Home Park Loan is cross collateralized on three properties. Property is valued at $1 million. * (A) 818 Palm Canyon Dr. Borrego Springs, CA 92004. Parcel: 141-370-33-00, (B) 818 Palm Canyon Dr., Borrego Springs, CA 92004. Restaurant Commercial Building. Lien is cross collateralized with 830- 850 Palm Canyon Dr. Borrego Springs, CA. Property is valued at $700,000. * 1701 20th St W, Rosamond, CA 93560. 16 acres with sfh and clubhouse. Loan is cross-collateralized with 830-50 Palm Canyon Dr. Borrego Springs, CA and 818 Pal Canyon Dr. Borrego Springs, CA Value based on development Value with approved improvement. Property is valued at $6 million. Rosamond 5 Properties LLC estimates between 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Nov. 1, 2022, at 11:00 AM. To access telephonic 341 meeting, call 877-327-1920 and enter passcode 7293433# when prompted. Proofs of claim are due by Dec. 5, 2022. About Rosamond 5 Properties LLC Rosamond 5 Properties LLC is a limited liability company in California. Rosamond 5 Properties LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-02483) on September 25, 2022. In the petition filed by Patrick Kealy, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Michael R Totaro of Totaro & Shanahan. SCUNGIO BORST: $19K Sale of Pro-Line Boat and Trailer Approved -------------------------------------------------------------- Judge Ashely M. Chan of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Scungio Borst & Associates, LLC, to sell its 2003 23' Pro-Line Boat Model 240 Center [Identification No. PLCSL109C303], 2016 Load Lite Trailer [Identification No. 5A4B53T2562005423], and related accessories, but not limited to, life jackets, fire extinguisher, and buoys, to Gary Propst for $19,000 plus all applicable sales tax, pursuant to the terms and conditions of the Boat Purchase Agreement. The Purchase Price will be split equally between the Debtor and Scott P. Scungio. Scott P. Scungio will be responsible for all brokerage commissions owed in connection to the sale of the Property to the Purchaser. The Sale is free and clear of any and all Liens and Claims. The Liens and Claims will attach to the proceeds of sale. The Property is being sold to the Purchaser on an "as is, where is" basis, without any warranty, either expressed or implied, with all defects. The 14-day time period required under Fed. R. Bankr. P. 6004(h) is waived. About Scungio Borst & Associates Scungio Borst & Associates, LLC is a worldwide construction services firm specializing in general construction, consulting and project management. It is based in Camden, N.J. Scungio Borst & Associates filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10609) on March 11, 2022, listing as much as $50 million in both assets and liabilities. Judge Ashely M. Chan oversees the case. Judge Ashely M. Chan oversees the case. Aris J. Karalis, Esq., at Karalis, PC and Bochetto & Lentz, PC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtor's case on April 11, 2022. The committee is represented by Obermayer Rebmann Maxwell & Hippel, LLP. SEAHORSE RESTAURANTS: Wins Cash Collateral Access Thru Oct 13 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Seahorse Restaurants, LLC, dba Dockside Grill & Bar, to use cash collateral on a further interim basis on the same terms and conditions as set forth in the Interim Order Granting Debtor's Emergency Motion for Authority to Use Cash Collateral dated September 23, 2022, through October 13, 2022. The Court previously permitted the Debtor to use cash collateral on an interim basis, with a 10% variance, pending a further hearing. The Debtor intends to use cash collateral to pay operating expenses and the costs of administering the Chapter 11 case. The Debtor's primary secured creditor is UCC Filer 6269, which filed a UCC-1 asserting a security interest in all receipts, accounts, and proceeds from the debtor. The Lender is owed approximately $160,000. As adequate protection, the Lender is granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity and priority that they held as of the Petition Date. A copy of the order is available at https://bit.ly/3C2jJXM from PacerMonitor.com. About Seahorse Restaurants, LLC Seahorse Restaurants, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03707) on September 12, 2022. In the petition filed by Vikas Bansal, authorized member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at Stichter, Riedel, Blain & Postler, P.A., is the Debtor's counsel. SILVER STATE: Amends Class 1 & 2C Unsecured Claims Pay Details -------------------------------------------------------------- Silver State Broadcasting, LLC et al., submitted a Third Amended Disclosure Statement describing Second Amended Plan of Reorganization dated September 27, 2022. The Receiver's breach of fiduciary obligations to properly inventory and account for the Debtors' assets, liabilities, and operations during his tenure has apparently made it impossible for him to prepare and file a proper Accounting as he was required to do under Section 543(b)(2) of the Bankruptcy Code and this Court's Turnover Order and Order to Enforce. Upon gaining access to the tower site on August 4, 2022, Mr. Stolz found that the broadcasting equipment KREV had previously used at the site was dismantled, disconnected, burned, or missing. Mr. Stolz has commenced the process of repairing or locating replacement equipment on behalf of Golden State. Golden State opposed Haas's Motion and the Court held a hearing on September 14, 2022, at 1:30 p.m. The Court will deliver its oral ruling on the Haas Motion on October 17, 2022, at 2:30 p.m. Class 1 consists of the Allowed Unsecured Claim of Bellaire Towers Homeowners Association. The Class 1 Allowed unsecured claim in the total amount of $364,003.32, calculated as of the petition date, shall be paid in full, with statutory California default interest of 10% per annum from the petition date until paid by Golden State on or before the effective date of the Plan. Class 2C consists of the Allowed Unsecured Claim against Debtor Silver State. The Class 2C Allowed Unsecured Claim, estimated in the total amount of $37,644.73 shall be paid in full on the effective date by Debtor Silver State, with interest at the contract rate if one exists, or if no contract rate, at the Nevada legal rate pursuant to NRS 17.130(2) of prime plus 2% per annum from the petition date until paid. The Debtors shall fund the proposed Plan payments through ongoing Radio Station Group revenues, proceeds from the sale of one or more of the Debtors' Radio Station FCC licenses and related radio station assets in sale or funds provided by Edward Stolz and his related Trusts. Edward Stolz and/or his related Trusts has assets that he is willing to contribute to the Debtors that exceed $2,000,000. If claims are paid from the sale of Golden State's KREV FM license, then Golden State will advance intercompany unsecured loans to the other Debtors so that they can pay their allowed claims due under the Plan. If claims are paid from the sale of one of the other Debtors' assets, then that Debtor will advance intercompany unsecured loans to the other Debtors so that they can pay their allowed claims due under the Plan. Alternatively, the Debtor whose assets are sold will make a distribution to its parent, Royce International Broadcasting, which in turn will make capital contributions to the other Debtors to fund their Plan payments. Debtors will consult with their tax accountant to determine which method is mot appropriate for accounting purposes. But because all Debtors are solvent, their creditors are not prejudiced by distribution of excess proceeds to fund the other Debtors' Plan Payments. Although the Debtors may fund the Plan through ongoing Radio Station Group revenues as net revenues may become available, Debtors expect that all or a majority of the money to fund the Plan will come from the sale of one or more of the Radio Station assets or Edward Stolz and his related Trusts. A full-text copy of the Third Amended Disclosure Statement dated September 27, 2022, is available at https://bit.ly/3UWQQF3 from PacerMonitor.com at no charge. Attorneys for Jointly Administered Debtors: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Telephone: (775) 786-7600 E-mail: steve@harrislawreno.com 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.Ã‚ Ã‚ 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. SOUTHGATE TOWN: Seeks Cash Collateral Access -------------------------------------------- Southgate Town and Terrace, Inc. asks the U.S. Bankruptcy Court for the Eastern District of California for authority to use cash collateral and provide adequate protection. The Debtor says its need to use cash collateral is immediate and critical. The funds are necessary to enable the Debtor to continue operations and to administer and preserve the value of its estate as a going concern. In 1992 the California Department of Housing and Community Development (HCD) through the California Housing Rehabilitation Program (CHRP) loaned Southgate $2,197,725. The Note is secured by the Cooperative's real property as well as rents. The Note has a term of 40 years at 3% interest. Payments are annual with interest only payments. The Note was supported by a Deed of Trust, Regulatory Agreement and CHRP regulations. HCD has alleged a number of violations of the Regulatory Agreement and accelerated the loan and declared the full amount due. The Debtor is current on the monetary obligations called for under the Note but for the acceleration declared by HCD. A non-judicial foreclosure sale was set for March 17, 2022. The Debtor operates through an independent property management company, Jordan Management Company, which holds the Debtor's funds in Certified Trust Accounts. The accounts are titled Jordan Management Company, Southgate Town and Terrace Homes, Inc. CGA-Account. JMC has found a bank that will provide Debtor-in-Possession accounts in compliance with the requirements of Local Rule 2015-2 and the United States Guidelines. The Debtor has asked the Court to authorize JMC to open a DIP account. As relevant to cash collateral issues, the Debtor believes the cash in the JMC accounts are unsecured because no person other than JMC and the Debtor has a control agreement or possession of the accounts. At the time of filing the Debtor held cash in the approximate amount of $287,894. The only collateral constituting cash collateral will be the monthly income generated from the ongoing operations after the Petition Date. The Secured Creditors will be adequately protected for the use of cash collateral -- monthly payments by members -- by their liens, the replacement liens the Debtor seeks to grant them, and by the adequate protection payments the Debtor proposes to pay equal to the accruing interest on the Secured Claims. A copy of the motion is available at https://bit.ly/3USnkQV from PacerMonitor.com. About Southgate Town and Terrace Homes Southgate Town and Terrace Homes Inc. is a limited equity housing cooperative per CA Civil Code Section 817. It is a resident-owned affordable housing community in South Sac, California. Southgate Town and Terrace Homes sought Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 22-20632) on March 16, 2022. In the petition filed by Mirza Baig, as president, Southgate Town and Terrace Homes estimated assets between $1 million and $10 million and liabilities of the same range. The case is handled by Honorable Judge Fredrick E. Clement. Stephen Reynolds, Esq., at Reynolds Law Corporation, is the Debtor's counsel. STERLING VA MARLIN: Taps Milledge Law Firm as Bankruptcy Counsel ---------------------------------------------------------------- Sterling VA Marlin, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Milledge Law Firm, PLLC as its legal counsel. The firm's services include: (a) providing the Debtor with legal advice concerning its powers and duties in the continued operation of its business, and management of its property; (b) preparing pleadings; (c) negotiating and submitting a potential plan of arrangement satisfactory to the Debtor and its estate and creditors at large; and (d) performing all other necessary legal services for the Debtor. Milledge Law Firm will be paid at these rates: Samuel L. Milledge, Sr., Esq. $400 per hour Associates $150 to $200 per hour Law Clerks & Legal Assistants $60 to $75 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Samuel Milledge, Sr., Esq., a partner at Milledge Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Samuel L. Milledge, Sr., Esq. The Milledge Law Firm, PLLC 2500 East T.C. Jester Blvd. Suite 510 Houston, TX 77092 Tel: (713) 812-1409 Fax: (713) 812-1418 Email: milledge@milledgelawfirm.com About Sterling VA Marlin Sterling VA Marlin, LLC filed for chapter 11 protection (Bankr. S.D. Texas Case No. 22-32596) on Sept. 2, 2022, with up to $10 million in both assets and liabilities. Ralphaell V. Wilkins, president of Sterling VA Marlin, signed the petition. Judge Christopher M. Lopez oversees the case. The Debtor is represented by Samuel L. Milledge, Sr., Esq., at The Milledge Law Firm, PLLC. TOP LINE: FDC EPC Buying Substantially All Assets for $2.5-Mil. --------------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts convened a hearing on Sept. 29, 2022, at 12:00 p.m., to consider Top Line Granite Design Inc.'s proposed bidding procedures in connection with the sale of substantially all assets to FDC EPC, LLC, for $2.5 million, subject to overbid. The Objection Deadline was Sept. 27, 2022, conducted via Zoom video conference. About Top Line Granite Design Top Line Granite Design Inc. is a manufacturer of cut stone and stone products. Top Line offers a selections of kitchen granite, marble and quartz. Top Line sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-40216) on March 25, 2022. In the petition signed by Edmilson Ramos, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Christopher J. Panos oversees the case. Alan L. Braunstein, Esq., at Riemer and Braunstein LLP is the Debtor's counsel. TOUCHPOINT GROUP: Issues $71K Secured Promissory Note to Mast Hill ------------------------------------------------------------------ Touchpoint Group Holdings Inc. entered into a securities purchase agreement (dated Sept. 23, 2022) with Mast Hill Fund, L.P., whereby in consideration of $63,900, the Company issued to Mast Hill a senior secured convertible promissory note in the principal amount of $71,000 and common stock purchase warrants to purchase 100,000,000 shares of the Company's common stock (First Warrant) and 100,000,000 shares of the Company's common stock (Second Warrant), respectively. The principal amount of the Note and all interest accrued thereon are payable on Sept. 23, 2023. The Note provides for interest at the rate of 12% per annum, payable at maturity, and is convertible into shares of the Company's common stock at a price of $0.0003 per share, subject to anti-dilution adjustments in the event of certain corporate events as set forth in the Note. In addition, subject to certain limited exceptions, if at any time while the Note remains outstanding, the Company grants any option to purchase, sell or grant any right to reprice, or otherwise dispose of, issue or sell any shares of its common stock or securities or rights convertible into or exercisable for shares of the Company's common stock, at a price below the then conversion price of the Note, the holder of the Note shall have the right to reduce the conversion price to such lower price. Further, if the Company or one of its subsidiaries issues any security or amends any security outstanding upon issuance of the Note and Mast Hill reasonably believes that such security contains a term in favor of the holder thereof which is more favorable than the terms contained in the Note, such as provisions relating to prepayment, original issue discounts and interest rates, then upon request of Mast Hill, such term shall become part of the transaction documents exchanged with Mast Hill in connection with the sale of the Note. In addition to the obligation to repay the Note at maturity, the Note provides that if at any time prior to repayment or full conversion of the Note the Company receives cash proceeds from various sources, including payments from customers, Mast Hill has the right to demand that up to 50% of the amount received be applied to the payment of amounts due under the Note. The Note also grants to Mast Hill a right of first refusal to provide financing to the Company's on such terms as might be offered by a third party. Payment of all amounts due under the Note is secured by a lien on substantially all of the Company's assets and those of its subsidiaries in accordance with the terms of the Security Agreement entered into concurrently with the Note. Pursuant to the Securities Purchase Agreement the Company granted Mast Hill "piggy back" registration rights with respect to the securities issuable upon conversion of the Note and exercise of the First and Second Warrant. The First Warrant is exercisable until Sept. 23, 2027, at a price of $0.0006 per share, subject to customary anti-dilution adjustments. In addition, subject to certain limited exceptions, if at any time while the First Warrant remains outstanding, the Company grants any option to purchase, sell or grant any right to reprice, or otherwise dispose of, issue or sell any shares of its common stock or securities or rights convertible into or exercisable for shares of its common stock, at a price below the then exercise price of the First Warrant, the holder of the First Warrant shall have the right to reduce the exercise price to such lower price. The First Warrant may also be exercised by means of a "cashless exercise" in accordance with the formula provided in the Warrant. The Second Warrant only becomes exercisable upon the occurrence of an Event of Default (as defined in the Note) and, upon such occurrence, remains exercisable for a period of five years and will be cancelled if the Note is satisfied by its maturity date and prior to an Event of Default. The price payable upon exercise of the Second Warrant is $0.0006 per share, subject to customary anti-dilution adjustments. In addition, subject to certain limited exceptions, if at any time while the Second Warrant remains outstanding, the Company grants any option to purchase, sell or grant any right to reprice, or otherwise dispose of, issue or sell any shares of its common stock or securities or rights convertible into or exercisable for shares of our common stock, at a price below the then exercise price of the Warrant, the holder of the Second Warrant shall have the right to reduce the exercise price to such lower price. The Second Warrant may also be exercised by means of a "cashless exercise" in accordance with the formula provided in the Warrant. Each of the Note, the First Warrant and the Second Warrant contains a "blocker" limiting the number of shares which may be acquired at any time to such amount as would not cause the holder of the Note and Warrants, and its affiliates as defined in the Note, to be deemed to hold more than 4.99% of the number of shares of common stock outstanding as of the date of the proposed acquisition. Termination of "Leak Out" Provisions On Sept. 21, 2022, the Company entered into a Global Amendment with Mast Hill whereby the "leak out" provisions with respect to the shares issuable upon conversion or exercise of the promissory notes and warrants previously issued to Mast Hill were deleted from the Securities Purchase Agreements pursuant to which such promissory notes and warrants were issued and therefore, are of no further force and effect. The Company had previously entered into (i) a Securities Purchase Agreement dated Oct. 29, 2021, whereby the Company issued to Mast Hill a promissory note in the principal amount of $810,000 and a Warrant, which First Agreement, Note and Warrant were amended pursuant to the Amendment #1 dated March 25, 2022; (ii) a Securities Purchase Agreement dated March 28, 2022, whereby the Company issued to Mast Hill a promissory note in the principal amount of $625,000 and Warrants (as defined in the Second Agreement), which Second Note was amended pursuant to the Amendment #1 dated April 4, 2022; (iii) a Securities Purchase Agreement dated April 11, 2022, whereby the Company issued to Mast Hill a promissory note in the principal amount of $275,000 and Warrants (as defined in the Third Agreement); (iv) a Securities Purchase Agreement dated June 7, 2022, whereby the Company issued to Mast Hill a promissory note in the principal amount of $225,000 and Warrants; and (v) a Securities Purchase Agreement dated July 18, 2022, whereby the Company issued to Mast Hill a promissory note in the principal amount of $115,000 and Warrants. The Global Amendment eliminates the leak out provisions applicable to the shares issuable upon exercise of each of the Notes and Warrants referenced in the immediately preceding paragraph by deleting (i) Section 2 from the Amendment #1 dated March 25, 2022 and (ii) Section 8(q) from each of the Second, Third, Fourth and Fifth Agreements referred to above. To Dispose of Interest in Air Race Meanwhile, as a result of the inability of the Company's subsidiary, Air Race Limited, to secure sufficient financing in the form of investments or sponsorships, and the failure of counterparties to advance funds in the amounts agreed upon, Air Race Limited will not be staging any air races for the foreseeable future. Moreover, the Company's Board of Directors has authorized management to dispose of its interest in Air Race Limited. About Touchpoint Group Headquartered in Miami, Florida, Touchpoint Group Holdings Inc. -- http://touchpointgh.com-- is engaged in media and digital technology, primarily in sports entertainment and related technologies that bring fans closer to athletes and celebrities. Touchpoint Group a net loss attributable to common stockholders of $5.19 million for the year ended Dec. 31, 2021, a net loss attributable to common stockholders of $3.54 million for the year ended Dec. 31, 2020, and a net loss of $6.63 million for the year ended Dec. 31, 2019. As of June 30, 2022, the Company had $2.27 million in total assets, $5.17 million in total liabilities, $605,000 in temporary equity, and a total stockholders' deficit of $3.51 million. Tampa, Florida-based Cherry Bakaert LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 15, 2022, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. TPC GROUP: Fine-Tunes Plan Documents ------------------------------------ TPC Group Inc., and its Debtor Affiliates submitted a Disclosure Statement for Second Amended Joint Chapter 11 Plan dated September 27, 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)3 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, 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). The Restructuring Support Agreement, particularly the $350 million Exit Notes and $450 million combination of Direct Allocation Securities and the Rights Offerings contemplated thereby, plus the Debtors' cash on hand, are expected to ensure an efficient and prompt reorganization. On the Effective Date, all Existing Holdings Interests shall be cancelled and the applicable Reorganized Debtor shall be authorized to issue or cause to be issued and shall issue the New Common Shares for distribution in accordance with the terms of the Plan and the Plan Supplement without the need for any further board, shareholder or other corporate action. All of the New Common Shares, issuable under the Plan, when so issued, shall be duly authorized, validly issued, fully paid, and non-assessable The Debtors engaged with their stakeholders to secure the terms of a value-maximizing and consensual reorganization. Specifically, the Debtors, the members of the Ad Hoc Noteholder Group, and the Supporting Sponsors negotiated and formulated a restructuring support agreement (the "Restructuring Support Agreement" or "RSA") that would provide the Debtors with additional liquidity and exit funding, maximize recoveries to all of the Debtors' creditors, and allow the Debtors to quickly emerge from chapter 11 on a consensual basis. The restructuring contemplated therein is intended to minimize any potential adverse effects to the Debtors' business, customers, suppliers, vendors, and employees because of the restructuring, and to allow the Company to expediently emerge from bankruptcy with the entirety of its workforce intact and with a capital structure to allow the Company to be more competitive and positioned for long-term success. The Debtors fully anticipate these Chapter 11 Cases to be a narrow, de-levering of their balance sheet, with no material impact on their customers, employees or operations. 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 postpetition 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. 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. TPT GLOBAL: CEO Cancels Reverse Split ------------------------------------- TPT Global Tech, Inc. announced that its Chairman and CEO Stephen Thomas has decided to cancel the Company's upcoming 1,000 to 1 reverse split with FINRA. On Sept. 22, 2022, the Company filed an 8k disclosing that it would have to file a reverse split with FINRA in the near future to cure its share price deficiency under .01 USD to stay in compliance with the OTC Exchange as an OTC QB company. The OTC gave the company a 45-day window to cure its share price deficiency. The company did file the application with FINRA and filed its 8k announcing the possible reverse split. If the company share price cures by closing above .01 USD before the OTC QB compliance Deadline or FINRA-approved reverse split date then the company would not have had to proceed with the reverse split. After much deliberation, CEO Stephen Thomas decided it would not be in the best interest of the shareholders or the company to execute a reverse split at this time. So the company will inform FINRA that it will not be moving forward with the RS, and the Board of Directors will still need to cast the final vote to cancel the reverse split to common shares traded in the OTC markets. "It's unfortunately the one thing that we cannot control is market conditions. The TPT Global Tech Team has worked extremely hard to protect shareholders' equity and liquidity. It is very frustrating for the company to put great news out to inform its shareholders of its continued progress to only see the share price decrease in the open market. TPT will continue to execute on its long-term corporate objectives which we believe will provide an excellent opportunity for its TPT Global Tech shareholders who stay the course and continue to support the company," said Stephen Thomas, CEO of TPT Global Tech About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology-based company with divisions providing telecommunications, medical technology and product distribution, media content for domestic and international syndication as well as technology solutions. It offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS). TPT Global Tech offers carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT Global Tech's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. It also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cell phone services, Cell phone Accessories and Global Roaming Cell phones. TPT Global reported a net loss attributable to shareholders of $4.02 million for the year ended Dec. 31, 2021, compared to a net loss attributable to shareholders of $8.07 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had $9.32 million in total assets, $32.10 million in total liabilities, $18.38 million in total mezzanine equity, and a total stockholders' deficit of $41.16 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raises substantial doubt about its ability to continue as a going concern. UNITI GROUP: Fitch Affirms LongTerm IDR at 'B+', Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of Uniti Group Inc. and the IDRs of Uniti Group L.P. and Uniti Fiber Holdings at 'B+'. In addition, the senior secured debt of Uniti Group L.P. has been affirmed at 'BB+'/'RR1' and the senior unsecured debt of Uniti Group L.P. and Uniti Fiber Holdings has been affirmed at 'B'/'RR5'. The Rating Outlook is Stable. Uniti Group Inc.'s rating reflects its stable revenue and EBITDA due to the contractual nature of its revenue stream, including the long-term lease payments from Windstream Services. This is balanced against the company's high tenant concentration, with approximately two-thirds of its revenues derived from Windstream. KEY RATING DRIVERS Cash Flow and Revenue Stability: In addition to the stable long-term lease payments from Windstream, Uniti's ratings incorporate expectations for growth in its non-Windstream leasing business as well as in its fiber segment. Uniti's revenue growth prospects benefit from the secular tailwinds for data consumption and broadband connectivity, both wireline and wireless. The master leases with Windstream produced approximately $667 million in cash revenue in 2021, and will grow slightly due to escalators over time. Returns on Uniti's funding of growth capital improvements (GCIs) are incremental to this amount. Uniti is expected to derive approximately 34% of revenue outside of the Windstream leases in 2022 via leases to other telecommunications entities and through contracts providing ﬁber capacity to wireless carriers, enterprise and wholesale carriers and government entities. Leverage Improvement: Uniti's net leverage (net debt/recurring operating EBITDA) declined in 2021 to 5.9x from 6.1x in 2020 due to operating improvements. In 2020, asset sales contributed to a decline to 6.1x from 6.4x in 2019. Acquisitions prior to 2019 had caused net leverage to be elevated. Fitch expects Uniti to ﬁnance future transactions such that net leverage will remain relatively stable at mid-5x to 6x over the long term. Fitch does not include the Windstream settlement obligation as debt; as of June 30, 2022, the remaining obligation was approximately $245 million. The company directed a portion - $78 million - of debt raised in 2021 to partially prepay the settlement obligation, but even if the company financed the remaining obligation with debt it would not have an impact on the rating as the company would still be within Fitch's rating sensitivities. Liquidity is Solid: Liquidity at June 30, 2022 was approximately $361 million, consisting of cash of approximately $61 million and revolver availability of approximately $300 million. Windstream's 2020 emergence from bankruptcy materially reduced Uniti's risk and improves prospects for the company. Uniti's funding needs have increased to fund Windstream's GCIs per the terms of their settlement agreement. Tenant Concentration: Windstream's master leases provide approximately 66% of Uniti's revenue. At the time of the spinoff, nearly all revenue was from Windstream. Fitch believes improved diversiﬁcation is a positive for the company's credit proﬁle, as major customer verticals outside of Windstream consist of large wireless carriers, national cable operators, government agencies and education. Leased Assets' Importance to Windstream: Fitch believes Uniti's assets are essential to Windstream's operations, and this has been validated by the approval of the settlement agreement. In certain markets, Windstream is a "carrier of last resort" from a regulatory perspective, and would require permission from state public utility commissions and the Federal Communications Commission to cease providing service in those markets. Geographic Diversiﬁcation: The company's geographic diversiﬁcation is solid, given Windstream's geographically diverse operations and the expanded footprint due to acquisitions since the spinoff. DERIVATION SUMMARY As the only ﬁber-based telecommunications REIT, Uniti (B+/Stable) currently has no direct peers. Uniti is a telecom REIT formed through the spinoff of a signiﬁcant portion of Windstream's ﬁber optic and copper assets. Windstream retained the electronics necessary to continue as a telecommunication services provider. Fitch believes Uniti's operations are geographically diverse, as they are spread across more than 30 states, while the assets under the master lease with Windstream provide adequate scale. Other close comparable telecommunications REITs are tower companies, including American Tower Corporation (BBB+/RWN), Crown Castle International Corp. (BBB+/Stable) and SBA Communications Corporation (not rated). These companies lease space on towers and ground space to wireless carriers, and are a key part of the wireless industry infrastructure. However, the primary difference is tower companies operate on a shared infrastructure basis with multiple tenants, whereas a substantial portion of Uniti's revenues are derived on an exclusive basis under sale-leaseback transactions. Uniti's leverage is higher than that of American Tower or Crown Castle, but lower than that of SBA. Uniti's network is one of the largest independent fiber providers in the U.S., along with Zayo Group Holdings, Inc. The business models of Uniti and Zayo are unlike the wireline business of communications services providers, including AT&T Inc. (BBB+/Stable), Verizon Communications Inc. (A-/Stable) or Lumen Technologies (BB/ Stable). Uniti and Zayo are providers of infrastructure, which may be used by communications service providers to provide retail services, including wireless, voice, data and internet. Crown Castle is an increasingly large participant in the ﬁber infrastructure business through a series of acquisitions. The large communications services providers self-provision, and they may use a ﬁber infrastructure provider to augment their networks. Uniti's ﬁber acquisitions since the spinoff are a key credit consideration, as they reduced the concentration of revenues and EBITDA from the Windstream master leases. Customers in the ﬁber business include wireless carriers, enterprises and governments. Fitch believes aspects of Uniti's credit proﬁle are similar to cases in the gaming industry where there are single-tenant or concentrated leases between operating companies and their respective REITs (propcos). Both Uniti and gaming REITs beneﬁt from triple net leases. Fitch believes the propcos are better positioned, as rents may continue uninterrupted through the tenant's bankruptcy because such rents are an operating expense and unlikely to be rejected as a result of the master lease structure. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer Include: -- In 2022-2025, Fitch expects revenues to increase in the low single digits. -- Fitch expects EBITDA margins to be slightly under 80%; -- Fitch has reflected the terms of the settlement agreement with Windstream, including the payment of the settlement obligations and the funding of certain Windstream growth capital improvements; -- Fitch expects Uniti to target long-term net leverage in the mid-5x range to 6x range; Fitch expects gross leverage to be in the high-5x range to 6x longer term; -- Fitch estimates 2022 net success-based capital spending will be in the $400 million range, in line with company public net success-based capex guidance for fiber and leasing; -- Fitch has assumed dividends grow in the low single digits going forward. Recovery The recovery analysis assumes that Uniti would be considered a going concern in a bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. The revolver is assumed to be fully drawn. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the valuation of the company. This leads to a post-reorganization EBITDA estimate of $750 million. The reduced EBITDA could come about by a rent reset at Windstream (and there are no immediate EBITDA generating benefits received by Uniti in return for the reduction) and/or weakness in other lines of business as fiber contracts are renewed at lower levels. Post-reorganization valuation uses a 6.0x enterprise value multiple. The 6.0x multiple reflects the high margin, large contractual backlog of revenues, and high asset value of the fiber networks. Fitch uses this multiple for fiber-based infrastructure companies, for which there have been historical transaction multiples in the high single digit range. The multiple is in line with the range for telecom companies published in Fitch's Telecom, Media and Technology Bankruptcy Enterprise Values and Creditor Recoveries report. The most recent report indicates a median of 5.4x. Other communications infrastructure companies, such as tower operators, trade at EV multiples exceeding 20x. The tower companies have lower asset risk and higher growth prospects leading to multiples in excess of 20x. Tower operators have low churn as switching costs are high for customers (to avoid service disruptions). The revolver is assumed to be fully drawn. The recovery analysis produces a Recovery Rating of 'RR1' for the secured debt, reflecting strong recovery prospects (100%); the 'RR5' for the senior unsecured debt reflects the lower recovery prospects of the unsecured debt, given its position in the capital structure. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation that net debt/recurring operating EBITDA is sustained below 5.5x, and REIT interest coverage is 2.3x or higher; - Demonstrated access to the common equity market to fund GCI, other investments or acquisitions. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Net debt/recurring operating EBITDA is expected to be sustained above 6.5x or REIT interest coverage is 2.0x or lower; - If Windstream's rent coverage/rents ratio approaches 1.2x, a negative rating action could occur. Rent coverage is measured as (EBITDAR-net capex)/rents; however, Fitch will also consider Uniti's level of revenue and EBITDA diversiﬁcation at that time. In determining net capex, Windstream's gross capex would be reduced by GCI funded by Uniti. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity: As of June 30, 2022, Uniti had approximately $361 million of liquidity (unrestricted cash of approximately $61 million and revolver availability of $300 million). Uniti was active in the capital markets in 2021, extending the maturities of outstanding debt. Uniti completed a $700 million debt offering in 4Q21, with most of the proceeds used to extend the $600 million of unsecured debt maturing in 2024. Proceeds were also used to prepay a portion of the then outstanding $392 million on the Windstream settlement obligation, which is due in equal quarterly instalments through 2Q25 (approximately $24.5 million). Prepayments will be discounted at 9%. In February 2021, Uniti issued $1.11 billion of senior unsecured 6.5% notes due in 2029 to fund a tender offer for substantially all of its $1.11 billion of 8.25% senior unsecured notes due 2023 (a small stub was redeemed in April 2021). In April, Uniti issued $570 million of 4.75% senior secured notes due 2028 to fund the redemption in full of its $550 million 6% senior secured notes due 2023. In December 2020, Uniti amended its revolving credit facility, increasing it to $500 million and extended the maturity date of the commitments to Dec. 10, 2024. The maturity date of the revolver will be subject to an earlier maturity date of 91 days prior to the maturity date of any outstanding debt with a principal amount of at least $200 million, unless its unrestricted cash balance plus remaining revolver availability exceeds the principal amount of such debt at all times following the 91st such day until the maturity of such debt. The covenant reversion language in the senior secured notes due 2025 is no longer in place since the company's net leverage under the indenture is under 5.75x. The provision had limited the payment of cash dividends to an amount that did not exceed 90% of REIT taxable income, without regard to the dividends-paid deduction and excluding any net capital gains, while net leverage was above 5.75x. The principal ﬁnancial covenants in the company's credit agreement require Uniti to maintain a consolidated secured leverage ratio of no more than 5x. The company can incur other debt such that pro forma consolidated total leverage is no more than 6.5x, and if such debt is secured, as long as the consolidated secured leverage ratio does not exceed 4x on a pro forma basis. If the company incurs debt on the RCF, or otherwise, such that total leverage exceeds 6.5x, the RCF will impose material restrictions on Uniti's ability to pay dividends. Maturities: There are no major maturities until 2024, when $345 million of senior unsecured exchangeable notes mature. Uniti established an at-the-market common stock offering program in June 2020 that allows for the issuance of up to $250 million of common equity to keep the capital structure in balance when funding capex, as well as to ﬁnance small transactions. REIT-required distributions reduce Uniti's FCF, although the company has been able to reduce the dividend to relatively low levels to maintain ﬁnancial ﬂexibility. Capital intensity varies by business unit. In the leasing business, capital intensity is virtually non-existent, as capex is the responsibility of the tenant. Intensity is high in the Fiber segment, as the company is in the process of completing Fiber projects. ISSUER PROFILE Uniti, which operates as a REIT, was formed through a spinoff from Windstream Holdings, Inc. in April 2015. On a consolidated basis the company has $7.2 billion of revenue under contract, with around 8.5 years of contract term remaining. 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Uniti Fiber Holdings Inc. LT IDR B+ Affirmed B+ senior unsecured LT B Affirmed RR5 B Uniti Group LP LT IDR B+ Affirmed B+ senior secured LT BB+ Affirmed RR1 BB+ senior unsecured LT B Affirmed RR5 B Uniti Group Inc. LT IDR B+ Affirmed B+ VERSACE BERTONI: Case Summary & 12 Unsecured Creditors ------------------------------------------------------ Debtor: Versace Bertoni Gelato LLC 2647 W 81st St Unit 3 Hialeah, FL 33016-2756 Chapter 11 Petition Date: September 30, 2022 Court: United States Bankruptcy Court Southern District of Florida Case No.: 22-17688 Debtor's Counsel: Vincent Alexander, Esq. LEWIS BRISBOIS BISGAARD & SMITH 110 SSE 6th St Ste 2600 Fort Lauderdale, FL 33301-5059 Tel: (954) 728-1280 Email: vincent.alexander@lewisbrisbois.com Estimated Assets: $0 to $50,000 Total Liabilities: $1,574,893 The petition was signed by Stefano Versace as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V6DSQZQ/Versace_Bertoni_Gelato_LLC__flsbke-22-17688__0001.0.pdf?mcid=tGE4TAMA VOYAGER DIGITAL: CFO Prithipaul to Exit Months After Appointment ---------------------------------------------------------------- Reuters reports that Voyager Digital Ltd Chief Financial Officer Ashwin Prithipaul is preparing to step down from his role within months of his appointment at the crypto lender that filed for bankruptcy in July 2022. The company said on Friday, September 23, 2022, the finance head would resign after a "transition period" to pursue other opportunities, and that Chief Executive Officer Stephen Ehrlich will head the role in the interim. Crypto lenders such as Voyager boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But inflation and subsequent rate hikes by the U.S. Federal Reserve led to a wide sell-off in the alternative asset class that dealt a heavy blow to several companies in the sector. Digital asset exchange Coinbase Global Inc and crypto lender BlockFi have been forced to cut jobs, while Singapore-based crypto hedge fund Three Arrows Capital has filed for bankruptcy. About Voyager Digital Holdings Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- runs a cryptocurrency platform. Voyager claims to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, as chief executive officer, the Debtor estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Consello Group as strategic financial advisor. Stretto, Inc., is the claims agent. WATER WIND: Taps Cushman & Wakefield as Appraiser ------------------------------------------------- Water Wind & Sky, LLC received approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Cushman & Wakefield of WA, Inc. to conduct an appraisal of its real property in Bremerton, Wash. The firm will be paid a flat fee of $7,800 for appraisal of the Bremerton property, which the Debtor plans to develop into 111 waterfront multi-family apartment units. Brian O'Connor, a partner at Cushman & Wakefield of WA, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brian O'Connor Cushman & Wakefield of WA, Inc. 601 Union Street Suite 1100 Seattle, WA 98101 Tel: (206) 622-5100 Email: Brian.OConnor@cushwake.com About Water Wind & Sky Water Wind & Sky, LLC, a domestic limited liability company, sought Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 22-10752) on May 5, 2022, with up to $10 million in both assets and liabilities. Mark Goldberg, managing member, signed the petition. Judge Timothy W. Dore oversees the case. Armand J. Kornfeld, Esq., at Bush Kornfeld, LLP and McNaul Ebel Nawrot & Helgren, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. WILLIAMS LAND: Taps Stevens Martin Vaughn & Tadych as Legal Counsel ------------------------------------------------------------------- Williams Land Clearing Grading and Timber Logger, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Stevens Martin Vaughn & Tadych, PLLC as its legal counsel. The firm's services include: a. preparing a plan of reorganization, disclosure statement, and other legal papers necessary to the Debtor's Chapter 11 case; and b. performing all necessary legal services in connection with the Debtor's reorganization, including court appearances, research, opinions and consultations on reorganization options, direction, and strategy. The firm will be paid at these rates: William P. Janvier $490 per hour Kathleen O'Malley $290 per hour Law Clerks and Paralegals $145 per hour Prior to the petition date, the firm received a retainer of $10,000 from the Debtor. William Janvier, Esq., a partner at Stevens Martin Vaughn & Tadych, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William Janvier, Esq. Stevens Martin Vaughn & Tadych, PLLC 6300 Creedmoor Rd., Suite 170-370 Raleigh, NC 27612 Telephone: (919) 582-2300 Email: info@smvt.com About Williams Land Clearing Grading and Timber Logger Williams Land Clearing, Grading and Timber Logger LLC is an excavating contractor in Raleigh, N.C. Williams Land sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02094) on Sept. 16, 2022, with between $10 million and $50 million in assets and between $1 million and $10 million in liabilities. Lamonte Williams, manager, signed the petition. Judge Pamela W. Mcafee oversees the case. The Debtor is represented by William P, Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC. WRIGHT EXPERIENCE: Taps Law Office of Henry McLaughlin as Counsel ----------------------------------------------------------------- The Wright Experience, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ The Law Office of Henry McLaughlin, P.C. to handle its Chapter 11 bankruptcy proceedings. The firm will be paid $3,750 for the legal services rendered. Henry McLaughlin, Esq., a partner at The Law Office of Henry McLaughlin, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Henry W. McLaughlin, Esq. The Law Office of Henry McLaughlin, P.C. 707 E Main St. Ste 1050 Richmond, VA 23219 Tel: (804) 205-9020 Fax: (804) 205-9029 Email: henry@mclaughlinvalaw.com About The Wright Experience The Wright Experience, Inc., a company in Warrenton, Va., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11257) on Sept. 21, 2022, with as much as $1 million to $10 million in both assets and liabilities. Marc E. Albert serves as Subchapter V trustee. Judge Klinette H. Kindred oversees the case. The Law Office of Henry McLaughlin, P.C. serves as the Debtor's legal counsel. XEBEC ADSORPTION: Obtains Creditor Protection Under CCAA -------------------------------------------------------- Xebec Adsorption Inc., a global provider of sustainable gas solutions, on Sept. 29 disclosed that the Superior Court of Quebec (the "Court") has granted the Corporation's application for an initial order (the "Initial Order") under the Companies' Creditors Arrangement Act (the "CCAA"). Xebec intends to seek recognition of the Initial Order and the SISP Order in the United States under Chapter 15 of the Bankruptcy Code. Pursuant to the Initial Order, the Corporation and its Canadian and U.S. wholly owned subsidiaries have obtained protection under the CCAA and Deloitte Restructuring Inc. has been appointed as monitor (the "Monitor") and will assist Xebec in its restructuring efforts. The Court has also issued an order (the "SISP Order") authorizing the Corporation to conduct a sale and investment solicitation process (the "SISP") with the assistance of National Bank Financial Inc. ("NBF"), as financial advisor, and the Monitor, in accordance with the terms therein (the "Bidding Procedures"). The SISP is intended to solicit interest in, and opportunities for, a sale of, or investment in, all or part of the assets and business segments of the Corporation and its subsidiaries, with the goal of maximizing value for the Corporation and its stakeholders. In order to participate in the SISP and obtain a copy of the confidential information memorandum and access to a virtual data room, all interested parties must comply with the terms and conditions set forth in the Bidding Procedures, a copy of which is available on the Monitor's website at https://www.insolvencies.deloitte.ca/Xebec. Parties interested in participating in the SISP should contact NBF at XebecSISP@bnc.ca or the Monitor at xebec_ccaa@deloitte.ca. The deadline for submission of non-binding letters of intent is 5:00 p.m. (Eastern Time) on November 11, 2022 and the deadline for submission of binding bids is 5:00 p.m. (Eastern Time) on January 6, 2023. Earlier on September 29, the Toronto Stock Exchange ("TSX") suspended trading of Xebec's common shares and the TSX has put the Corporation under delisting review under its expedited review process. The TSX has advised the Corporation that a meeting has been scheduled for October 12, 2022 to consider whether or not to delist the securities of the Corporation. Xebec will provide further updates as developments warrant. A copy of the Initial Order and other information regarding the CCAA proceedings will be available on the Monitor's website at https://www.insolvencies.deloitte.ca/Xebec. Information regarding CCAA proceedings can also be obtained by calling the Monitor's hotline at 514-393-6722 or by email at xebec_ccaa@deloitte.ca. Xebec's legal advisors in connection with the CCAA and Chapter 15 proceedings and SISP are Osler, Hoskin & Harcourt LLP and McDonald Hopkins LLC. The Corporation's financial advisor is National Bank Financial Inc. About Xebec Adsorption Inc. Xebec (TSX: XBC) -- http://www.xebecinc.com/-- is a global provider of clean energy solutions for renewable and low carbon gases used in energy, mobility and industrial applications. The company specializes in deploying a portfolio of proprietary technologies for the distributed production of hydrogen, renewable natural gas, oxygen and nitrogen. By focusing on environmentally responsible gas generation, Xebec has helped thousands of customers around the world reduce their carbon footprints and operating costs. Headquartered in Québec, Canada, Xebec has a worldwide presence with nine manufacturing facilities, seventeen Cleantech Service Centers and four sales offices spanning over four continents. [*] 38 Olshan Attorneys Selected to Super Lawyers(R) 2022 --------------------------------------------------------- Olshan Frome Wolosky LLP on Sept. 29 disclosed that 38 attorneys across all of the firm's practices have been chosen for Super Lawyers(R) 2022 New York Metro list of outstanding lawyers. Twenty-eight lawyers have been named as "Super Lawyers" and ten have been named as "Rising Stars." While on average no greater than five percent of the total lawyers in each state are selected for the Super Lawyers lists, thirty-six percent of Olshan's lawyers have been selected for this honor in 2022. Olshan Frome Wolosky LLP Congratulates Thirty-eight Attorneys Selected to Super Lawyers(R) 2022 Olshan would like to congratulate the following lawyers named to the 2022 New York Metro Super Lawyers list: Shareholder Activism: Steve Wolosky, Andrew Freedman, Elizabeth Gonzalez-Sussman, Kenneth Mantel, Ron Berenblat Corporate/Securities: Spencer Feldman, Michael Neidell, Kenneth Schlesinger, Kenneth Silverman Real Estate: Nina Roket, Thomas Kearns, Eric Goldberg, Dov Brandstatter, Hyman Kindler, Samuel Ross Litigation: Lori Marks-Esterman, Kyle Bisceglie, Thomas Fleming Advertising, Marketing & Promotions: Andrew Lustigman, Safia Anand Bankruptcy & Corporate Restructuring: Michael Fox, Adam Friedman, Jonathan Koevary Intellectual Property Law: Steven Gursky, Mary Grieco Employee Benefits: Stephen Ferszt Insurance: Jeremy King Tax: Warren Gleicher And the following attorneys named to the 2022 New York Metro Rising Stars list: Shareholder Activism: Ryan Nebel, Meagan Reda, Rebecca Van Derlaske Litigation: Nicholas Hirst, Kerrin Klein, Joseph Weiner Corporate/Securities: Claudia Dubon, Honghui Yu, Richard Quatrano Real Estate Law: Melody Schor Olshan has been consistently recognized as one of the premier mid-sized law firms in the country in leading peer publications, including The Legal 500 US, Chambers USA, The Best Lawyers in America(R), Best Law Firms, and The National Law Journal. About Olshan Olshan Frome Wolosky LLP, a law firm based in New York, represents major businesses and entrepreneurs in their most significant transactions, problems and opportunities. Olshan's clients range from public companies, hedge, venture capital, private equity and other investment funds to entrepreneurs and private companies worldwide. Clients choose Olshan for innovative strategies and sophisticated, game-changing advice in corporate, securities law, equity investment and shareholder activism, complex commercial, corporate and securities litigation, real estate, intellectual property, bankruptcy and creditors' rights, and advertising. Since its founding, Olshan has offered an alternative to the AmLaw 50 law firm business model with responsive, independent and client-focused legal counsel provided by the firm's senior lawyers. [*] NACTT Supports Amendments to Existing Bankruptcy Code --------------------------------------------------------- The National Association of Chapter 13 Trustees (NACTT) supports amending two statutes in the existing Bankruptcy Code and modifying the Department of Education’s “undue hardship” definition to address the student loan crisis. Instead of revamping the entire Bankruptcy Code as presently proposed, the NACTT recommends removing the impediment to paying interest on student loans during a bankruptcy under 11 U.S.C. 1322, changing the undue hardship language in 11 U.S.C. 523(a)(8) to include a temporal requirement again, and requiring the U.S. Department of Education to modify the definition of "undue hardship." Bankruptcy has helped over 15.3 million Americans since 2005, with five million of those filings within Chapter 13. Modifying two statutes and changing the definition of "undue hardship" would allow this current system to assist more individuals to obtain a fresh start by modifying and resolving their student loans in Chapter 13 like others with outstanding tax debt or federal obligations. Chapter 13 bankruptcy permits individuals to pay their disposable income over a period of three to five years, allowing them the opportunity to restructure debts, cure mortgage delinquencies, payoff automobiles, and pay delinquent real property and income taxes, while paying only the minimum amount required on medical bills and credit cards (from 0% to 100%). All of this allows a debtor to obtain a fresh start. The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 modified the Bankruptcy Code so that those who file Chapter 13 can no longer get relief with student loan debt, resolve defaults, or pay the full amount due within three to five years. In most cases, debtors simply lack sufficient income to pay the student loan debt. This lack of relief also applies to the grandparents or parents who were required to co-sign or take out parent plus loans. The Higher Education Act and Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 limited the ability to cure, pay or discharge student loans. Prior to this Act student loans could be paid, modified or discharged in Chapter 13 provided: (i) the individual had incurred the loan more than seven years before the bankruptcy or (ii) could prove paying the debt would create an undue hardship for the individual or their dependents. After the changes, individuals in bankruptcy had to prove an undue hardship to discharge the student loan and could not pay more to a student loan than to other general unsecured creditors under 1322(a)(10) unless paying all other general unsecured creditors in full. About the NACTT Founded in 1965, the National Association of Chapter 13 Trustees -- http://www.nactt.com/-- is a membership association comprised of more than 1,000 trustees, attorneys, certified public accountants, and other individuals interested in insolvency related issues. The association is dedicated to the highest standards of education related to Chapter 13 bankruptcy. [*] PKF O'Connor Hires Neil Canty as Managing Director ------------------------------------------------------ PKF Clear Thinking, LLC, the award-winning business advisory firm and subsidiary of PKF O'Connor Davies, LLP, one of the nation's largest accounting, tax and advisory firms, on Oct. 3 disclosed that it has hired Neil Canty as Managing Director. Canty comes to the Firm with more than three decades of senior-level experience spearheading the financial operations of numerous million- and billion-dollar businesses. "Neil is a renowned leader whose financial acumen and knowledge of the retail and consumer product spaces are unmatched," said Stuart H. Kessler, Chief Executive Officer of PKF Clear Thinking. "His depth of expertise and commitment to operational excellence are squarely in line with what our clients have come to expect from our team. I have no doubt he will be a major asset to our work." Over the course of his career, Canty has been a trusted financial partner to some of the largest and most prominent brands in the United States and North America, including PUMA, Staples, BJ's Wholesale Club and The Paper Store. His multifaceted areas of expertise include strategic planning, accounting operations, post-bankruptcy management, financial reporting and analysis, loss prevention, team development, system design and implementation, process improvement, and financial planning. He holds a Bachelor of Science degree in Accounting from Bentley University. "I've been fortunate to work with many organizations over the past 30-plus years, gaining a keen understanding of what exactly it takes to ensure longstanding financial and operational success," Canty said. "I look forward to bringing that insider's perspective to the Firm's client partnerships as I transition into the next chapter of my career." About PKF Clear Thinking, LLC PKF Clear Thinking, LLC, a subsidiary of PKF O'Connor Davies, offers advisory services that help companies succeed, at any stage of their life cycle, with clear direction and practical, actionable solutions. The Firm engages with healthy companies to create value and works with troubled companies to preserve value. Our track record and years of experience working on hundreds of successful engagements has propelled us to become a trusted and respected advisor. For more information, visit https://www.pkfct.com/. About PKF O'Connor Davies, LLP PKF O'Connor Davies, LLP, is a full-service certified public accounting and advisory firm with a long history of serving clients both domestically and internationally. With roots tracing to 1891, the Firm has 18 offices in the United States and abroad. In the U.S., offices are located across New York, New Jersey, Connecticut, Maryland, Florida, Rhode Island and Massachusetts, where PKF O'Connor Davies has recently merged in Boston-based DGC and expanded its footprint in the New England market. The Firm also has an office in Mumbai, India. PKF O'Connor Davies employs more than 1,400 professionals who provide a complete range of accounting, auditing, tax and management advisory services. The Firm is led by over 150 partners who are closely involved in the day-to-day management of engagements, ensuring a high degree of client service and cost effectiveness. The Firm is a top-ranked firm, according to Accounting Today's 2022 "Top 100 Firms" list and was recently recognized as one of "America's Best Tax and Accounting Firms" by Forbes. PKF O'Connor Davies was named one of Vault's 2022 Accounting 50, a ranking of the 50 best accounting employers to work for in North America and ranked among the top 50 most prestigious accounting firms in America in a complementary Vault survey. PKF O'Connor Davies is the lead North American representative of the international association of PKF member firms. PKF International is a network of legally independent member firms providing accounting, tax and business advisory services in over 400 locations in 150 countries around the world. With its tradition, experience and focus on the future, PKF O'Connor Davies is ready to help clients meet today's ever-changing economic conditions and manage the growing complexities of the regulatory environment. On the Web: http://www.PKFOD.com/ [^] 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 AERI US 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 0P0 GZ 385.3 -141.1 191.7 AERIE PHARMACEUT AERIEUR EU 385.3 -141.1 191.7 AERIE PHARMACEUT 0P0 GR 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 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 ALPS 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 GR 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 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 PHM7 GR 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 MO CI 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 MOUSD SW 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 MOEUR EZ 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 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 GR 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* 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 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 A1G QT 67,963.0 -8,422.0 -4,245.0 AMERICAN AIRLINE AAL11EUR EZ 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 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 A1G TH 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 AMPX US 0.1 -0.0 -0.0 AMYRIS INC 3A01 TH 789.4 -243.6 123.0 AMYRIS INC AMRSEUR EZ 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 TEC A8M GR 8.8 -0.3 -1.1 ASHFORD HOSPITAL AHT US 4,030.2 -44.4 0.0 ASHFORD HOSPITAL AHD GR 4,030.2 -44.4 0.0 ASHFORD HOSPITAL AHT1EUR EU 4,030.2 -44.4 0.0 ASHFORD HOSPITAL AHD TH 4,030.2 -44.4 0.0 ATLAS TECHNICAL ATCX US 523.1 -138.4 80.2 AUTOZONE INC AZ5 GR 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZ5 TH 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZO US 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZOEUR EU 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZ5 QT 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZ5 GZ 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZOEUR EZ 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZO AV 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZ5 TE 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZO* MM 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC AZO-RM RM 15,275.0 -3,538.9 -1,960.4 AUTOZONE INC-BDR AZOI34 BZ 15,275.0 -3,538.9 -1,960.4 AVID TECHNOLOGY AVID US 247.1 -136.4 -14.9 AVID TECHNOLOGY AVD GR 247.1 -136.4 -14.9 AVID TECHNOLOGY AVD TH 247.1 -136.4 -14.9 AVID TECHNOLOGY AVD GZ 247.1 -136.4 -14.9 AVIS BUD-CEDEAR CAR AR 26,095.0 -649.0 -706.0 AVIS BUDGET GROU CUCA GR 26,095.0 -649.0 -706.0 AVIS BUDGET GROU CAR US 26,095.0 -649.0 -706.0 AVIS BUDGET GROU CAR* MM 26,095.0 -649.0 -706.0 AVIS BUDGET GROU CAR2EUR EU 26,095.0 -649.0 -706.0 AVIS BUDGET GROU CUCA QT 26,095.0 -649.0 -706.0 AVIS BUDGET GROU CAR2EUR EZ 26,095.0 -649.0 -706.0 AVIS BUDGET GROU CUCA TH 26,095.0 -649.0 -706.0 AVIS BUDGET GROU CUCA GZ 26,095.0 -649.0 -706.0 BATH & BODY WORK LTD0 GR 4,901.0 -2,662.0 496.0 BATH & BODY WORK BBWI US 4,901.0 -2,662.0 496.0 BATH & BODY WORK LTD0 TH 4,901.0 -2,662.0 496.0 BATH & BODY WORK LBEUR EU 4,901.0 -2,662.0 496.0 BATH & BODY WORK BBWI* MM 4,901.0 -2,662.0 496.0 BATH & BODY WORK LTD0 QT 4,901.0 -2,662.0 496.0 BATH & BODY WORK LBEUR EZ 4,901.0 -2,662.0 496.0 BATH & BODY WORK BBWI AV 4,901.0 -2,662.0 496.0 BATH & BODY WORK LTD0 GZ 4,901.0 -2,662.0 496.0 BATH & BODY WORK BBWI-RM RM 4,901.0 -2,662.0 496.0 BATTALION OIL CO BATL US 449.2 -15.4 -101.0 BATTALION OIL CO RAQB GR 449.2 -15.4 -101.0 BATTALION OIL CO BATLEUR EU 449.2 -15.4 -101.0 BATTERY FUTURE A BFAC/U US 353.5 346.7 0.3 BATTERY FUTURE-A BFAC US 353.5 346.7 0.3 BED BATH &BEYOND BBBY US 4,666.6 -577.7 75.7 BED BATH &BEYOND BBY GR 4,666.6 -577.7 75.7 BED BATH &BEYOND BBBY* MM 4,666.6 -577.7 75.7 BED BATH &BEYOND BBY TH 4,666.6 -577.7 75.7 BED BATH &BEYOND BBY GZ 4,666.6 -577.7 75.7 BED BATH &BEYOND BBBYEUR EU 4,666.6 -577.7 75.7 BED BATH &BEYOND BBY QT 4,666.6 -577.7 75.7 BED BATH &BEYOND BBBY SW 4,666.6 -577.7 75.7 BED BATH &BEYOND BBBYEUR EZ 4,666.6 -577.7 75.7 BED BATH &BEYOND BBBY-RM RM 4,666.6 -577.7 75.7 BELLRING BRANDS BRBR US 715.1 -389.6 246.1 BELLRING BRANDS D51 GR 715.1 -389.6 246.1 BELLRING BRANDS BRBR2EUR EU 715.1 -389.6 246.1 BELLRING BRANDS D51 TH 715.1 -389.6 246.1 BELLRING BRANDS D51 QT 715.1 -389.6 246.1 BENEFITFOCUS INC BNFT US 245.0 -20.6 38.8 BENEFITFOCUS INC BTF GR 245.0 -20.6 38.8 BENEFITFOCUS INC BNFTEUR EU 245.0 -20.6 38.8 BEYOND MEAT INC BYND US 1,218.1 -47.9 710.0 BEYOND MEAT INC 0Q3 TE 1,218.1 -47.9 710.0 BEYOND MEAT INC BYND* MM 1,218.1 -47.9 710.0 BEYOND MEAT INC 0Q3 GR 1,218.1 -47.9 710.0 BEYOND MEAT INC 0Q3 TH 1,218.1 -47.9 710.0 BEYOND MEAT INC 0Q3 GZ 1,218.1 -47.9 710.0 BEYOND MEAT INC BYNDEUR EU 1,218.1 -47.9 710.0 BEYOND MEAT INC 0Q3 QT 1,218.1 -47.9 710.0 BEYOND MEAT INC BYND AV 1,218.1 -47.9 710.0 BEYOND MEAT INC 0Q3 SW 1,218.1 -47.9 710.0 BEYOND MEAT INC 0A20 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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 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 WEBER INC - A WEBR US 1,721.7 -243.0 228.7 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 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 EU 1,390.6 -456.1 57.2 WW INTERNATIONAL WW6 QT 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 WW6 TH 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* MM 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNN US 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 WYR QT 11,788.5 -1,374.3 753.9 WYNN RESORTS LTD WYNNEUR EZ 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 YELL US 2,503.9 -324.1 255.7 YELLOW CORP YRCWEUR EU 2,503.9 -324.1 255.7 YELLOW CORP YEL QT 2,503.9 -324.1 255.7 YELLOW CORP YRCWEUR EZ 2,503.9 -324.1 255.7 YELLOW CORP YEL1 TH 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 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 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 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 ***